AMENDED AND RESTATED
FEE WAIVER AGREEMENT
Dated: August 1, 2004
American Express Financial Corporation ("AEFC"), American Express Client Service
Corporation ("AECSC") and American Express Financial Advisors Inc. ("AEFA")
agree to waive fees and reimburse certain expenses and AXP Discovery Fund (the
"Fund"), a series of AXP Discovery Series, Inc., agrees to accept those waivers
and reimbursements, as described below:
1. AEFC and AECSC.
(a) Applicable Agreements. To the extent that the Fund's total expenses
exceed the expense ratios set out in paragraph (b), AEFC and AECSC
agree to waive fees and reimburse certain expenses under the following
agreements:
o Investment Management Services Agreement between the Fund and
AEFC dated December 1, 2002.
o Administrative Services Agreement between the Fund and AEFC dated
March 20, 1995.
o Transfer Agency Services Agreement between the Fund and AECSC
dated May 1, 2003.
AEFC also agrees to pay certain non-advisory expenses of the Fund if necessary
to meet the expense ratio limits set out in paragraph (b). AEFC will determine
the allocation of fee waivers and expense reimbursements among the applicable
agreements.
(b) Fee Caps. AEFC and AECSC agree to waive fees and reimburse certain
expenses to the extent that total expenses exceed the following
expense ratios:
------------------- ------------ ------------ ------------- ------------
Fund Class A Class B Class C Class Y
------------------- ------------ ------------ ------------- ------------
AXP Discovery Fund 1.49% 2.27% 2.29% 1.32%
------------------- ------------ ------------ ------------- ------------
2. AEFA. Separately, AEFA agrees to reimburse the Fund 0.0375% of the 12b-1
fee under the following agreements:
o Plan and Agreement of Distribution between the Fund and AEFA dated
July 1, 1999.
o Plan and Agreement of Distribution for Class C shares between the Fund
and AEFA dated March 9, 2000.
3. Termination. This agreement will terminate on July 31, 2005 unless extended
by written agreement of the Fund and AEFC.
AXP Discovery Series, Inc.
AXP Discovery Fund
By: /s/ Xxxxxx X. Xxx
---------------------
Xxxxxx X. Xxx
Vice President
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxx
---------------------
Xxxxx X. Xxxxx
Senior Vice President and General Manager- Mutual Funds
AMERICAN EXPRESS CLIENT SERVICE CORPORATION
By: /s/ Xxxxxxx Xxxxx
---------------------
Xxxxxxx Xxxxx
Senior Vice President
AMERICAN EXPRESS FINANCIAL ADVISORS INC.
By: /s/ Xxxxx X. Xxxxx
---------------------
Xxxxx X. Xxxxx
Senior Vice President and General Manager- Mutual Funds
