FEE WAIVER AGREEMENT
American Express Financial Corporation ("AEFC") and American Express Client
Service Corporation ("AECSC") agree to waive fees and reimburse certain expenses
and AXP Partners Select Value Fund (the "Fund"), a series of AXP Partners
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
January 10, 2002.
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 I Class Y
--------------------- ---------- ---------- ---------- ---------- ----------
Partners Select Value 1.44% 2.20% 2.20% 1.00% 1.26%
Fund
--------------------- ---------- ---------- ---------- ---------- ----------
2. Termination. This agreement will terminate following shareholder approval
of the Reorganization at a shareholder meeting scheduled to be held on June
9, 2004,or any adjournment, unless extended by written agreement of the
Fund and AEFC.
This agreement is dated as of the 15th day of March, 2004.
AXP Partners Series, Inc.
AXP Partners Select 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
