AMENDED AND RESTATED
FEE WAIVER AGREEMENT
Dated July 1, 2004
American Express Financial Corporation ("AEFC") and American Express Client
Service Corporation ("AECSC") agree to waive fees and reimburse certain expenses
and AXP Special Tax-Exempt Series Trust, (the "Trust"), a Massachusetts business
trust on behalf of its underlying series: AXP Massachusetts Tax-Exempt Fund, AXP
Michigan Tax-Exempt Fund, AXP New York Tax-Exempt Fund, and AXP Ohio Tax-Exempt
Fund agrees to accept those waivers and reimbursements, as described below:
1. Applicable Agreements. To the extent that the Trust'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 Trust and
AEFC dated March 20, 1995.
o Administrative Services Agreement between the Trust and AEFC
dated March 20, 1995.
o Transfer Agency Agreement between the Trust and AECSC dated May
1, 2003.
AEFC also agrees to pay certain non-advisory expenses of the Trust 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:
--------------------------------- ------------ ------------ -------------
Series Name Class A Class B Class C
--------------------------------- ------------ ------------ -------------
AXP Massachusetts Tax-Exempt Fund 0.88% 1.64% 1.64%
--------------------------------- ------------ ------------ -------------
AXP Michigan Tax-Exempt Fund 0.88% 1.64% 1.64%
--------------------------------- ------------ ------------ -------------
AXP New York Tax-Exempt Fund 0.88% 1.64% 1.64%
--------------------------------- ------------ ------------ -------------
AXP Ohio Tax-Exempt Fund 0.88% 1.64% 1.64%
--------------------------------- ------------ ------------ -------------
3. Termination. This agreement will terminate on June 30, 2005 unless
extended by written agreement of the Trust and AEFC.
AXP SPECIAL TAX-EXEMPT SERIES TRUST
AXP Massachusetts Tax-Exempt Fund
AXP Michigan Tax-Exempt Fund
AXP New York Tax-Exempt Fund
AXP Ohio Tax-Exempt 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
