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...

                              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/  ▇▇▇▇▇▇ ▇. ▇▇▇
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                  ▇▇▇▇▇▇ ▇. ▇▇▇
                  Vice President


     AMERICAN EXPRESS FINANCIAL CORPORATION



         By: /s/  ▇▇▇▇▇ ▇. ▇▇▇▇▇
             ---------------------
                  ▇▇▇▇▇ ▇. ▇▇▇▇▇
                  Senior Vice President and General Manager- Mutual Funds