AMENDED AND RESTATED
FEE WAIVER AGREEMENT
Dated August 1, 2004
American Express Financial Corporation ("AEFC") and American Express Client
Service Corporation ("AECSC") agree to waive fees and reimburse certain expenses
and AXP Large Cap Value Fund (the "Fund"), a series of AXP Growth Series, Inc.,
agrees to accept those waivers and reimbursements, as described below:
1. Applicable Agreements. To the extent that the Fund's total expenses
exceed the expense ratios set out in paragraph 2, 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
April 11, 2002.
o Transfer Agency 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 2. AEFC will determine the
allocation of fee waivers and expense reimbursements among the applicable
agreements.
2. 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 I Class Y
--------------- ---------- ---------- ---------- ---------- --------
AXP Large Cap 1.35% 2.11% 2.11% 1.03% 1.17%
Value
Fund
--------------- ---------- ---------- ---------- ---------- --------
3. Termination. This agreement will terminate on July 31, 2005 unless
extended by written agreement of the Fund and AEFC.
AXP Growth Series, Inc.
AXP Large Cap Value 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
