AMENDED AND RESTATED
FEE WAIVER AGREEMENT
Dated: February 1, 2005
American Express Financial Corporation ("AEFC") and American Express Client
Service Corporation ("AECSC") agree to waive fees and reimburse certain expenses
for AXP Portfolio Builder Conservative Fund, AXP Portfolio Builder Moderate
Conservative Fund, AXP Portfolio Builder Moderate Fund, AXP Portfolio Builder
Moderate Aggressive Fund, AXP Portfolio Builder Aggressive Fund and AXP
Portfolio Builder Total Equity Fund (individually a "Fund" and collectively the
"Funds"), a series of AXP Market Advantage Series, Inc. as described below:
1. Applicable Agreements. To the extent that the Funds' 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 Funds and AEFC
dated November 13, 2003.
o Administrative Services Agreement between the Funds and AEFC dated
November 13, 2003.
o Transfer Agency Services Agreement between the Funds and AECSC dated
November 13, 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:
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Fund(s) Class A Class B Class C Class Y
------------------- ------------- -------------- ------------ --------------
The Funds 0.59% 1.37% 1.37% 0.42%
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3. Termination. This agreement will terminate on January 31, 2006 unless
extended by written agreement of that Fund and AEFC.
AXP MARKET ADVANTAGE SERIES, INC.
AXP Portfolio Builder Conservative Fund
AXP Portfolio Moderate Conservative Builder Fund
AXP Portfolio Builder Moderate Fund
AXP Portfolio Builder Moderate Aggressive Fund
AXP Portfolio Builder Aggressive Fund
AXP Portfolio Builder Total Equity 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
Chairman of the Board, President and Chief Executive Officer
