EX-99.H12 FEE WAIVER 3 h12-waiver.txt AMENDED AND RESTATED FEE WAIVER AGREEMENT AMENDED AND RESTATED FEE WAIVER AGREEMENT Dated: August 1, 2004 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 Discovery Fund (the "Fund"), a series of AXP Discovery 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 Discovery Fund 1.49% 2.27% 2.29% 1.32% ------------------- ------------ ------------ ------------- ------------ 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 July 31, 2005 unless extended by written agreement of the Fund and AEFC. AXP Discovery Series, Inc. AXP Discovery Fund By: /s/ Leslie L. Ogg --------------------- Leslie L. Ogg Vice President AMERICAN EXPRESS FINANCIAL CORPORATION By: /s/ Paula R. Meyer --------------------- Paula R. Meyer Senior Vice President and General Manager- Mutual Funds AMERICAN EXPRESS CLIENT SERVICE CORPORATION By: /s/ Bridget Sperl --------------------- Bridget Sperl Senior Vice President AMERICAN EXPRESS FINANCIAL ADVISORS INC. By: /s/ Paula R. Meyer --------------------- Paula R. Meyer Senior Vice President and General Manager- Mutual Funds