FEE WAIVER AGREEMENT
American Express Financial Corporation ("AEFC"), American Express Client Service
Corporation ("AECSC") and American Express Financial Advisors Inc. ("AEFA")
agree to waive fees and reimburse certain expenses and AXP Progressive Fund (the
"Fund"), a series of AXP Progressive 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
March 20, 1995.
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 Y
----------------------- ------------ ------------ ------------- ------------
AXP Progressive Fund 1.39% 2.16% 2.17% 1.19%
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2. AEFA. Separately, AEFA agrees to reimburse the Fund 0.0375% of the 12b-1
fee under the following agreements:
o Plan and Agreement of Distribution between the Fund and AEFA
dated July 1, 1999.
o Plan and Agreement of Distribution for Class C shares between the
Fund and AEFA dated March 9, 2000.
3. Termination. This agreement will terminate on September 30, 2004 unless
extended by written agreement of the Fund and AEFC.
This agreement is dated as of the 1st day of November, 2003.
AXP Progressive Series, Inc.
AXP Progressive Fund
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
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Vice President
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Senior Vice President and General Manager- Mutual Funds
AMERICAN EXPRESS CLIENT SERVICE CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇
Senior Vice President
AMERICAN EXPRESS FINANCIAL ADVISORS INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President and General Manager- Mutual Funds
