EX-99.H12 FEE WAIVER 5 h12_feewaiver-corebond.txt FEE WAIVER AGREEMENT FEE WAIVER AGREEMENT American Express Financial Corporation ("AEFC") agrees to waive fees and reimburse certain expenses and AXP Variable Portfolio - Core Bond 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 July 10, 2003. o Administrative Services Agreement between the Fund and AEFC dated July 10, 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 agrees to waive fees and reimburse certain expenses to the extent that total expenses exceed 0.95% 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 - Core 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