AMENDED AND RESTATED
FEE WAIVER AGREEMENT
Dated June 10, 2004
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. 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.
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 1.35% 2.11% 2.11% 1.00% 1.17%
Partners Select
Value Fund
------------------- ---------- ------------ ---------- ---------- ----------
3. Termination. This agreement will terminate on May 31, 2005 unless extended
by written agreement of the Fund and AEFC.
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
