AMENDMENT TO
ADMINISTRATIVE SERVICES AGREEMENT
The second paragraph of Part Two: COMPENSATION FOR SERVICES, section (1) of the
Administrative Services Agreement between AXP Variable Portfolio-Managed Series,
Inc. on behalf of AXP Variable Portfolio-Diversified Equity Income Fund and
American Express Financial Corporation dated September 13, 1999, is modified as
follows. All other provisions of the agreement remain in full force and effect.
The administrative fee for each calendar day of each year shall be
equal to 1/365th (1/366th in each leap year) of the total amount
computed. The computation shall be made for each day on the basis of
net assets as of the close of business. In the case of the suspension
of the computation of net asset value, the administrative fee for each
day during such suspension shall be computed as of the close of
business on the last full business day on which the net assets were
computed. As used herein "net assets" as of the close of a full
business day shall include all transactions in shares of the Fund
recorded on the books of the Fund for that day.
IN WITNESS WHEREOF, the parties have executed this amendment as of the 3rd day
of June, 2002.
AXP VARIABLE PORTFOLIO-MANAGED SERIES, INC.
AXP Variable Portfolio-Diversified Equity Income Fund
By: /s/ Xxxxxx X. Xxx
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Xxxxxx X. Xxx
Vice President
AMERICAN EXPRESS FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Vice President
