FEE WAIVER AGREEMENT
This Fee Waiver Agreement dated as of June 10, 2004 is between American Express
Financial Corporation ("AEFC") and AXP Growth Series, Inc., with respect to its
separate series, AXP Large Cap Equity Fund ("Fund").
1. Applicable Agreement(s). AEFC and the Fund entered into an Investment
Management Services Agreement ("Agreement") dated December 1, 2002.
2. Agreement to Fee Waiver. AEFC has agreed to waive, and the Fund has
agreed to accept the waiver of a portion of the management fee under
the Agreement.
3. Fee Waiver. AEFC will waive 0.05% of its management fee through July
31, 2005.
4. Termination. This fee waiver may not be terminated at any time before
July 31, 2005, without the approval of the Fund's Board of Directors.
AXP Growth Series, Inc.
AXP Large Cap Equity Fund
By: /s/ Xxxxxx X. Xxx
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Xxxxxx X. Xxx
Vice President
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Senior Vice President and General Manager- Mutual Funds
