Riversource Variable Portfolio Managers Series, Inc. ▼

Effective:        __________, 2001


                                     BY-LAWS

                                       OF

                 AXP VARIABLE PORTFOLIO - PARTNERS 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 need be held,  however,  a
majority of directors  present at a duly  . . .

Effective:   May 9, 2001
Amended:     4/13/06



                              BY-LAWS

                                OF

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



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

        The corporate seal shall bear the inscription "Seal."


                            ARTICLE II
                      Meeting of Shareholders
                      -----------------------

        Section 1. No regular meeting of  . . .

                               CUSTODIAN AGREEMENT

THIS CUSTODIAN AGREEMENT dated as of July 10, 2003, is between AXP(R) Variable
Portfolio - Partners Series, Inc., a Minnesota corporation, (the "Corporation"),
on behalf of its underlying series: AXP(R) Variable Portfolio - Partners Select
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  . . .

                               CUSTODIAN AGREEMENT


THIS CUSTODIAN AGREEMENT dated May 9, 2001 between AXP Variable Portfolio -
Partners Series, Inc., a Minnesota Corporation (the "Corporation") on behalf of
its underlying series fund: AXP Variable Portfolio - Partners Small Cap Value
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 _________,  2001 between AXP Variable Portfolio -
Partners Series, Inc., a Minnesota  Corporation (the "Corporation") on behalf of
its underlying  series fund:  AXP Variable  Portfolio - Partners Small Cap Value
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  . . .

INDEMNIFICATION AGREEMENT

This Agreement is made as of                     , 2007, between Secure Computing Corporation, a Delaware corporation (the �Company�), and                                          (the �Indemnitee�).

RECITALS

Both the Company and Indemnitee recognize that highly  . . .

                          INVESTMENT ADVISORY AGREEMENT



Agreement effective the ___ day of _____________,  2001, by and between IDS Life
Insurance Company (IDS Life) and American Express Financial Corporation (AEFC).

WHEREAS IDS Life has heretofore organized six companies, and such companies have
been registered as investment companies under the Investment Company Act of 1940
(such companies  being referred to collectively as the "Funds" and  individually
as the "Fund"), and may in the future organize one or more additional Funds;

WHEREAS AEFC has a staff of experienced   . . .

                    INVESTMENT MANAGEMENT SERVICES AGREEMENT

         This Agreement dated as of March 1, 2006, is by and between RiverSource
Investments, LLC (the "Investment Manager"), a Minnesota limited liability
company and AXP Variable Portfolio - Partners Series, Inc. (the "Registrant"), a
Minnesota corporation, on behalf of its underlying series listed in Schedule A
(the term "Fund" or "Funds" is used to refer to either the Registrant or its
underlying series, as context requires).

PART ONE: INVESTMENT MANAGEMENT AND OTHER SERVICES

( . . .

                    INVESTMENT MANAGEMENT SERVICES AGREEMENT

         This Agreement dated as of December 1, 2002, is by and between AXP
Variable Portfolio - Partners Series, Inc., (the "Corporation"), a Minnesota
corporation, on behalf of its underlying series AXP Variable Portfolio -
Partners Small 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  . . .

                    INVESTMENT MANAGEMENT SERVICES AGREEMENT

         This Agreement dated as of July 10, 2003 is by and between AXP Variable
Portfolio - Partners Series, Inc., (the "Corporation"), a Minnesota corporation,
on behalf of its underlying series AXP Variable Portfolio - Partners Select
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 made as of the 24th day of April, 2006 by and between
RiverSource Investments, LLC a Minnesota limited liability company
("Investment Manager"), and River Road Asset Management, LLC, a Delaware
limited liability company ("Subadviser").

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

      WHEREAS Investment Manager entered into an Investment Management
Services Agreement  . . .

                              SUBADVISORY AGREEMENT

         The Agreement made as of the 1st day of March, 2006, by and between
RiverSource Investments, LLC, a Minnesota limited liability company (formerly
American Express Financial Corporation) ("Investment Manager"), and Davis
Selected Advisers, L.P., a Colorado limited partnership ("Subadvisor").

                                    RECITALS

         WHEREAS, The Fund listed in Schedule A (the "Fund") is a series of an
investment company registered under the Investment Company Act of 1940,  . . .

                                  Amendment to
                              Subadvisory Agreement

Schedule A of the Subadvisory Agreement between American Express Financial
Corporation ("AEFC") and Goldman Sachs Asset Management, L.P. ("Subadviser")
dated April 16, 2003, is amended to read as follows:

         Compensation pursuant to Paragraph 4 of the Subadvisory Agreement  . . .

                        Restated Amendment Number Two to
                              Subadvisory Agreement

Schedule A of the Subadvisory Agreement between American Express Financial
Corporation ("AEFC") and GAMCO Investors, Inc., a wholly-owned subsidiary of
Gabelli Asset Management Inc., a New York corporation ("Subadviser") dated
February 28, 2002, is amended as of July 10, 2003 to read as follows:

         Compensation pursuant to Paragraph 4 of the Subadvisory Agreement  . . .

                              SUBADVISORY AGREEMENT

         Agreement made as of the 8th day of August, 2002, by and between
American Express Financial Corporation, a Delaware corporation ("AEFC"), and
Third Avenue Management LLC, a Delaware limited liability company, as successor
to EQSF Advisers, Inc., a New York corporation ("Subadvisor").

                                    RECITALS

1.   The  Fund  listed  in  Exhibit  A is a  series  of  an  investment  company
     registered under the Investment  Company Act of 1940, as amended (the "1940
      . . .

                              SUBADVISORY AGREEMENT

         Agreement made as of the 1st day of August, 2002, by and between
American Express Financial Corporation, a Delaware corporation ("AEFC"), and
National City Investment Management Company, a Michigan corporation
("Subadviser").

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

         WHEREAS AEFC has entered into an Investment Management Services
Agreement dated _____________, 2002 (the  . . .

                              SUBADVISORY AGREEMENT

         Agreement made as of the 1st day of October, 2001, by and between
American Express Financial Corporation, a Delaware corporation ("AEFC" or
Adviser), and Royce & Associates, Inc., a New York corporation ("Subadvisor").

                                    RECITALS

1.   The  Fund  listed  in  Exhibit  A is a  series  of  an  investment  company
     registered under the Investment  Company Act of 1940, as amended (the "1940
     Act").

2.   AEFC has entered into an Investment Management  . . .

                              SUBADVISORY AGREEMENT

         Agreement made as of the 2nd day of August, 2001, by and between
American Express Financial Corporation, a Delaware corporation ("AEFC"), and
EQSF Advisers, Inc., a corporation ("Subadvisor").

                                    RECITALS

1.   The  Fund  listed  in  Exhibit  A is a  series  of  an  investment  company
     registered under the Investment  Company Act of 1940, as amended (the "1940
     Act").

2.   AEFC has entered into an Investment Management Services Agreement dated  . . .

                              SUBADVISORY AGREEMENT


         Agreement made as of the 2nd day of August, 2001, by and between
American Express Financial Corporation, a Delaware corporation ("AEFC" or
Adviser), and Royce & Associates, Inc., a New York corporation ("Subadvisor").


                                     RECITALS

1.   The  Fund  listed  in  Exhibit  A is a  series  of  an  investment  company
     registered under the Investment  Company Act of 1940, as amended (the "1940
     Act").


2.   AEFC has entered into an Investment  . . .

                              SUBADVISORY AGREEMENT

      Agreement  made as of the ____ day of  ____________,  2001, by and between
American Express Financial  Corporation,  a Delaware corporation  ("AEFC"),  and
________________, a __________ ("Subadvisor").

                                    RECITALS

1.    The  Fund  listed  in  Exhibit  A is a  series  of an  investment  company
      registered under the Investment Company Act of 1940, as amended (the "1940
      Act").

2.    AEFC has entered into an Investment  Management  Services  Agreement dated
      ______ __, 2001 (the "Advisory  . . .

                              SUBADVISORY AGREEMENT

      Agreement  made as of the ____ day of  ____________,  2001, by and between
American Express Financial  Corporation,  a Delaware corporation  ("AEFC"),  and
________________, a __________ ("Subadvisor").

                                    RECITALS

1.    The  Fund  listed  in  Exhibit  A is a  series  of an  investment  company
      registered under the Investment Company Act of 1940, as amended (the "1940
      Act").

2.    AEFC has entered into an Investment  Management  Services  Agreement dated
      ______ __, 2001 (the "Advisory  . . .

                             SUBADVISORY AGREEMENT


         Agreement made as of the 29th day of September, 2006 by and between
RiverSource Investments, LLC, a Minnesota limited liability company
("Investment Manager"), and WEDGE Capital Management L.L.P., a North Carolina
limited liability partnership ("Subadviser").

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

         WHEREAS, Investment Manager entered into an Investment  . . .

                             SUBADVISORY AGREEMENT


         Agreement made as of the 29th day of September, 2006 by and between
RiverSource Investments, LLC, a Minnesota limited liability company
("Investment Manager"), and Systematic Financial Management, L.P., an
affiliate of Affiliated Managers Group (AMG), a Delaware limited partnership
("Subadviser").

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

         WHEREAS,  . . .