EX-99.H11 FEE WAIVER 4 h11-feewaiver.txt AMENDED AND RESTATED FEE WAIVER AGREEMENT AMENDED AND RESTATED FEE WAIVER AGREEMENT Dated: September 1, 2004 American Express Financial Corporation ("AEFC") and American Express Client Service Corporation ("AECSC") agree to waive fees and reimburse certain expenses and AXP Diversified Bond Fund (the "Fund"), a series of AXP Fixed Income 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 March 20, 1995. o Administrative Services Agreement between the Fund and AEFC dated March 20, 1995. o Transfer Agency 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 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 Diversified 0.945% 1.695% 1.695% 0.735% 0.775% Bond Fund ------------------- --------- -------- -------- -------- -------- 3. Termination. This agreement will terminate on August 31, 2005 unless extended by written agreement of the Fund and AEFC. AXP Fixed Income Series, Inc. AXP Diversified 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