#200918 v01
FEE WAIVER AGREEMENT
American Express Financial Corporation ("AEFC") agrees to waive fees and
reimburse certain expenses and AXP Variable Portfolio - Income Opportunities
Fund (the "Fund"), a series of AXP Variable Portfolio - 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 agrees to waive
fees and reimburse certain expenses under the following agreements:
o Investment Management Services Agreement between the Fund and
AEFC dated April 8, 2004.
o Administrative Services Agreement between the Fund and AEFC dated
April 8, 2004.
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 agrees to waive fees and reimburse certain expenses to
the extent that total expenses exceed 0.99% of the Fund's average
daily net assets.
3. Termination. This agreement will terminate on August 31, 2005 unless
extended by written agreement of the Fund and AEFC.
This agreement is dated as of the 1st day of September, 2004.
AXP Variable Portfolio - Income Series, Inc.
AXP Variable Portfolio - Income Opportunities Fund
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇
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Vice President
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President and General Manager- Mutual Funds
