Riversource Variable Portfolio Investment Series, Inc. ▼

                      Agreement and Plan of Reorganization



This Agreement and Plan of Reorganization dated as of January 8, 2004 (the
"Agreement") is between IDS Life Series Fund, Inc. (the "Selling Corporation"),
a Minnesota corporation, on behalf of its series, IDS Life Series - Equity
Portfolio (the "Selling Fund"), and AXP Variable Portfolio - Investment Series,
Inc. (the "Buying Corporation"), a Minnesota corporation, on behalf of it
series, AXP Variable Portfolio - Capital Resource Fund (the "Buying Fund"), and
American  . . .

                      Agreement and Plan of Reorganization



This Agreement and Plan of Reorganization dated as of January 8, 2004 (the
"Agreement") is between IDS Life Series Fund, Inc. (the "Selling Corporation"),
a Minnesota corporation, on behalf of its series, IDS Life Series -
International Equity Portfolio (the "Selling Fund"), and AXP Variable Portfolio
- Investment Series, Inc. (the "Buying Corporation"), a Minnesota corporation,
on behalf of it series, AXP Variable Portfolio - International Fund (the "Buying
Fund"), and  . . .

Effective:        June 13, 1986
Amended:          5/14/87, 1/12/89, 11/10/94, 9/8/99, 1/11/01



                                     BY-LAWS

                                       OF

                AXP VARIABLE PORTFOLIO - INVESTMENT SERIES, INC.




                                    ARTICLE I
                                 Corporate Seal

     The corporate seal shall bear the inscription "Seal."


                                   ARTICLE II
                             Meeting of Shareholders

     Section 1. No regular  meeting of  shareholders   . . .

Effective:   June 13, 1986
Amended:     5/14/87, 1/12/89, 11/10/94, 9/8/99, 1/11/01, 4/13/06



                              BY-LAWS

                                OF

     RIVERSOURCE VARIABLE PORTFOLIO - INVESTMENT SERIES, INC.          4/13/06




                             ARTICLE I
                          Corporate Seal
                          --------------

       The corporate seal shall bear the inscription "Seal."          11/10/94
                                                                       9/8/99

                            ARTICLE  . . .

                               CUSTODIAN AGREEMENT

This Custodian Agreement, first entered into as of October 1, 2005
("Agreement"), is by and between Ameriprise Trust Company, a corporation
organized under the laws of the state of Minnesota with its principal place of
business at Minneapolis, Minnesota ("Custodian"), and the Corporations and
Trusts ("Registrants") listed in Schedule A, each on behalf of its underlying
series (the terms "Fund" or "Funds" are used to refer to either the Registrants
or the underlying series as context  . . .

                               CUSTODIAN AGREEMENT

THIS CUSTODIAN AGREEMENT dated as of January 12, 2005, is between AXP(R)
Variable Portfolio - Investment Series, Inc., a Minnesota corporation, (the
"Corporation"), on behalf of its underlying series AXP(R) Variable Portfolio -
Mid Cap Value Fund (the "Fund") and American Express Trust Company, a
corporation organized under the laws of the State of Minnesota with its
principal place of business at Minneapolis, Minnesota (the "Custodian").

WHEREAS, the Corporation desires that its securities and cash be  . . .

                               CUSTODIAN AGREEMENT

THIS CUSTODIAN AGREEMENT dated as of September 10, 2003, is between AXP(R)
Variable Portfolio - Investment Series, Inc., a Minnesota corporation, (the
"Corporation"), on behalf of its underlying series: AXP(R) Variable Portfolio -
Large Cap Value Fund (the "Fund") and American Express Trust Company, a
corporation organized under the laws of the State of Minnesota with its
principal place of business at Minneapolis, Minnesota (the "Custodian").

WHEREAS, the Corporation desires that its securities and  . . .

                               CUSTODIAN AGREEMENT


THIS CUSTODIAN AGREEMENT dated May 9, 2001, between AXP Variable Portfolio -
Investment Series, Inc., a Minnesota corporation, (the "Corporation"), on behalf
of its underlying series fund AXP Variable Portfolio - Stock Fund and American
Express Trust Company, a corporation organized under the laws of the State of
Minnesota with its principal place of business at Minneapolis, Minnesota (the
"Custodian").

WHEREAS, the Corporation desires that its securities and cash be hereafter held
and administered by  . . .

                               CUSTODIAN AGREEMENT

THIS CUSTODIAN  AGREEMENT dated April 11, 2001, between AXP Variable Portfolio -
Investment Series, Inc., a Minnesota corporation, (the "Corporation"), on behalf
of its  underlying  series fund AXP Variable  Portfolio - Equity Select Fund and
American  Express Trust Company,  a corporation  organized under the laws of the
State  of  Minnesota  with  its  principal  place of  business  at  Minneapolis,
Minnesota (the "Custodian").

WHEREAS,  the Corporation desires that its securities and cash be hereafter  . . .

                               CUSTODIAN AGREEMENT


THIS CUSTODIAN  AGREEMENT  dated ____,  2001,  between AXP Variable  Portfolio -
Investment Series, Inc., a Minnesota corporation, (the "Corporation"), on behalf
of its underlying  series fund AXP Variable  Portfolio - Stock Fund and American
Express Trust Company,  a corporation  organized  under the laws of the State of
Minnesota with its principal  place of business at  Minneapolis,  Minnesota (the
"Custodian").

WHEREAS,  the Corporation desires that its securities and cash be hereafter held
and administered by  . . .

                               CUSTODIAN AGREEMENT


THIS CUSTODIAN  AGREEMENT  dated ____,  2001,  between AXP Variable  Portfolio -
Investment Series, Inc., a Minnesota corporation, (the "Corporation"), on behalf
of its  underlying  series fund AXP Variable  Portfolio - Equity Select Fund and
American  Express Trust Company,  a corporation  organized under the laws of the
State  of  Minnesota  with  its  principal  place of  business  at  Minneapolis,
Minnesota (the "Custodian").

WHEREAS,  the Corporation desires that its securities and cash be hereafter held
and  . . .

                              CUSTODIAN AGREEMENT

THIS CUSTODIAN  AGREEMENT  dated May 1, 2000,  between AXP Variable  Portfolio -
Investment Series, Inc., a Minnesota corporation, (the "Corporation"), on behalf
of its underlying  series funds: AXP Variable  Portfolio - Emerging Markets Fund
and AXP  Variable  Portfolio  - S&P 500 Index Fund and  American  Express  Trust
Company,  a corporation  organized under the laws of the State of Minnesota with
its principal place of business at Minneapolis, Minnesota (the "Custodian").

WHEREAS,  the Corporation desires  . . .

                    INVESTMENT MANAGEMENT SERVICES AGREEMENT

         This Agreement dated as of January 12, 2005 is by and between AXP
Variable Portfolio - Investment Series, Inc., (the "Corporation"), a Minnesota
corporation, on behalf of its underlying series AXP Variable Portfolio - Mid Cap
Value Fund (the "Fund") and American Express Financial Corporation ("AEFC"), a
Delaware corporation.

Part One: INVESTMENT MANAGEMENT AND OTHER SERVICES

         (1) The Corporation hereby retains AEFC, and AEFC hereby agrees, for
the period of this Agreement  . . .

                    INVESTMENT MANAGEMENT SERVICES AGREEMENT

         This Agreement dated as of December 1, 2002, is by and between AXP
Variable Portfolio - Investment Series, Inc., (the "Corporation"), a Minnesota
corporation, on behalf of its underlying series AXP Variable Portfolio - Blue
Chip Advantage Fund, AXP Variable Portfolio - Capital Resource Fund, AXP
Variable Portfolio - Emerging Markets Fund, AXP Variable Portfolio - Equity
Select Fund, AXP Variable Portfolio - Growth Fund, AXP Variable Portfolio -
International Fund, AXP Variable Portfolio - New Dimensions  . . .

                    INVESTMENT MANAGEMENT SERVICES AGREEMENT

         This Agreement dated as of September 10, 2003 is by and between AXP
Variable Portfolio - Investment Series, Inc., (the "Corporation"), a Minnesota
corporation, on behalf of its underlying series AXP Variable Portfolio - Large
Cap Value Fund (the "Fund") and American Express Financial Corporation ("AEFC"),
a Delaware corporation.

Part One: INVESTMENT MANAGEMENT AND OTHER SERVICES

         (1) The Corporation hereby retains AEFC, and AEFC hereby agrees, for
the period of this  . . .

                              SUBADVISORY AGREEMENT


         Agreement effective as of the 10th day of July, 2004, by and between
American Express Financial Corporation, a Delaware corporation ("AEFC"), and
Threadneedle International Limited, a company organized under the laws of
England and Wales ("TINTL").

         WHEREAS each of the funds listed in Schedule A (each, a "Fund", and
collectively the "Funds") is a series of an investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act").

    . . .