RESTATED AND AMENDED
                              FEE WAIVER AGREEMENT
                               Dated June 1, 2004


American Express Financial Corporation ("AEFC") and American Express Client
Service Corporation ("AECSC") agree to waive fees and reimburse certain expenses
and AXP Limited Duration Bond Fund (the "Fund"), a series of AXP Discovery
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 2, 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 April 9, 2003.

          o    Administrative Services Agreement between the Fund and AEFC dated
               April 9, 2003.

          o    Transfer Agency Agreement  between the Fund and AECSC dated April
               9, 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 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:

       ------------------- ---------- ---------- ---------- ---------- ---------
       Fund                Class A    Class B    Class C    Class I    Class Y
       ------------------- ---------- ---------- ---------- ---------- ---------
       AXP Limited         0.945%     1.705%     1.705%     0.715%     0.785%
       Duration Bond Fund
       ------------------- ---------- ---------- ---------- ---------- ---------


     3.   Termination.  This  agreement  will  terminate on July 31, 2004 unless
          extended by written agreement of the Fund and AEFC.



     AXP Discovery Series, Inc.
         AXP Limited Duration Bond 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