EXHIBIT INDEX
(h)(10) Agreement and Plan of Reorganization, dated Jan. 8, 2004, between
AXP Growth Series, Inc. on behalf of AXP Research Opportunities Fund
and AXP Growth Series, Inc. on behalf of AXP Large Cap Equity Fund.
(h)(16) Fee Waiver Agreement, dated March 15, 2004, between American Express
Financial Corporation, American Express Client Service Corporation,
and AXP Large Cap Equity Fund, a series of AXP Growth Series, Inc.
(h)(17) Amended and Restated Fee Waiver Agreement, dated June 10, 2004, between
American Express Financial Corporation, American Express Client
Service Corporation, and AXP Large Cap Equity Fund, a series of AXP
Growth Series, Inc.
(h)(18) Fee Waiver Agreement, dated Nov. 1, 2003, between American Express
Financial Corporation, American Express Client Service Corporation,
and AXP Large Cap Value Fund, a series of AXP Growth Series, Inc.
(h)(19) Amended and Restated Fee Waiver Agreement, dated Aug. 1, 2004,
between American Express Financial Corporation, American Express
Client Service Corporation, and AXP Large Cap Value Fund, a series of
AXP Growth Series, Inc.
(h)(20) Fee Waiver Agreement, dated Aug. 1, 2004, between American Express
Financial Corporation, American Express Client Service Corporation,
and AXP Quantitative Large Cap Equity Fund, a series of AXP Growth
Series, Inc.
(i) Opinion and consent of counsel as to the legality of the securities
being registered.
(j) Consent of Independent Registered Public Accounting Firm.
(q)(1) Directors' Power of Attorney to sign Amendments to this Registration
Statement, dated July 7, 2004.
