Class Y Shareholder Service Agreement
This agreement is between AXP Strategy Fund, Inc. on behalf of AXP Small Cap
Growth Fund (the Fund) and American Express Financial Advisors Inc. (AEFA), the
principal underwriter of the Fund, for services to be provided to shareholders
of Class Y of the Fund by AEFA and other servicing agents.
AEFA represents that shareholders consider personal service a significant factor
in their satisfaction with their investment. AEFA represents that fees paid by
the Fund will be used to help shareholders thoughtfully consider their
investment goals and objectively monitor how well the goals are being achieved.
The Fund agrees to pay AEFA 0.10 percent of the net asset value of Class Y. The
Fund agrees to pay AEFA in cash within five (5) business days after the last day
of the month.
AEFA agrees to provide the Fund annually a budget covering its expected costs
and a quarterly report of its actual expenditures. AEFA agrees to meet with
representatives of the Fund at their request to provide information as may be
reasonably necessary to evaluate its performance under the terms of this
agreement.
This agreement shall continue in effect for a period of more than one year so
long as it is reapproved at least annually at a meeting called for the purpose
of voting on the agreement by a vote, in person, of the members of the Board who
are not interested persons of the Fund and have no financial interest in the
operation of the agreement, and of all the members of the Board.
This agreement may be terminated at any time without payment of any penalty by a
vote of a majority of the members of the Board who are not interested persons of
the Fund and have no financial interest in the operation of the agreement or by
AEFA. The agreement will terminate automatically in the event of its assignment
as that term is defined in the Investment Company Act of 1940. This agreement
may be amended at any time provided the amendment is approved in the same manner
the agreement was initially approved and the amendment is agreed to by AEFA.
Approved as of this day of __________, 2000.
AXP STRATEGY SERIES, INC. AMERICAN EXPRESS
AXP Small Cap Growth Fund FINANCIAL ADVISORS INC.
--------------------------------- ---------------------------
Leslie L. Ogg Pamela J. Moret
Vice President Vice President
