AMENDMENT 2 TO
PARTICIPATION AGREEMENT
Among
XXXXXX VARIABLE TRUST
XXXXXX RETAIL MANAGEMENT, L.P.
And
IDS LIFE INSURANCE COMPANY
THIS AMENDMENT 2 TO PARTICIPATION AGREEMENT ("Amendment 2") is made and entered
into this 27th day of February, 2002, by and among Xxxxxx Variable Insurance
Trust (the "Fund"); Xxxxxx Retail Management, L.P. (f/k/a Xxxxxx Mutual Funds
Corp.) (the "Distributor"); and IDS Life Insurance Company (the "Company").
WHEREAS, the Company, the Fund and the Distributor are parties to the
Participation Agreement dated October 7, 1996, as amended April 30, 1999 (the
"Agreement"); and
WHEREAS, the parties now desire to amend the Agreement so that the Company can
update its address for purposes of giving notice pursuant to the Agreement, to
add provisions regarding customer privacy and to add Authorized Funds and to
allow new flexible premium variable annuity contracts and life insurance
policies to invest in the Authorized Funds;
NOW THEREFORE, in consideration of their mutual promises, the Company, the Fund
and the Distributor agree as follows:
1. Notices. Pursuant to Section 11.1 of the Agreement, the Company hereby
updates its address for the purpose of receiving notice as follows:
If to the Company:
IDS Life Insurance Company
c/o American Express Financial Advisors Inc.
1765 AXP Financial Center
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Executive Vice President, Annuities
with a copy to:
IDS Life Insurance Company
c/o American Express Financial Advisors Inc.
50607 AXP Financial Center
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Counsel
2. Proprietary and Confidential Information. Section 12.2 of the Agreement is
hereby deleted in its entirety and is replaced with the following:
12.2 Notwithstanding anything to the contrary contained in this
Agreement, in addition to and not in lieu of other provisions
in this Agreement:
(a) "Confidential Information" includes but is not limited to
all proprietary and confidential information of a party
hereto and its subsidiaries, affiliates and licensees
(collectively the "Protected Parties" for purposes of this
Section 12.2), including without limitation all information
regarding the customers of the Protected Parties; or the
accounts, account numbers, names, addresses, social security
numbers or any other personal identifier of such customers;
or any information derived therefrom. Confidential
Information shall not include information which is (i) in or
becomes part of the public domain, except when such
information is in the public domain due to disclosure by the
other party in violation of this Agreement, (ii)
demonstrably known to the other party without restriction
prior to execution of this Agreement, or (c) independently
developed by the other party in the ordinary course of
business outside of this Agreement.
(b) No party may use or disclose Confidential Information of
another party for any purpose other than to carry out the
purpose for which Confidential Information was provided to
such other party as set forth in the Agreement or as
required by law or judicial process; and each party hereto
agrees to cause all its employees, agents and
representatives, or any other party to whom such party may
provide access to or disclose Confidential Information to
limit the use and disclosure of Confidential Information to
that purpose.
(c) Each party acknowledges that all computer programs and
procedures or other information developed or used by a
Protected Party or any of its employees or agents in
connection with the performance by a party affiliated with
such Protected Party of its duties under this Agreement are
the valuable property of the Protected Parties.
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(d) Each party agrees to implement appropriate measures designed
to ensure the security and confidentiality of Confidential
Information, to protect such information against any
anticipated threats or hazards to the security or integrity
of such information, and to protect against unauthorized
access to, or use of, Confidential Information that could
result in substantial harm or inconvenience to any customer
of the Protected Parties; each party further agrees to cause
all its agents, representatives or subcontractors of, or any
other party to whom such party may provide access to or
disclose Confidential Information to implement appropriate
measures designed to meet the objectives set forth in this
Section 12.2.
(e) Each party acknowledges that any breach of the agreements in
this Section 12.2 would result in immediate and irreparable
harm to the Protected Parties for which there would be no
adequate remedy at law and agree that in the event of such a
breach, the Protected Parties will be entitled to equitable
relief by way of temporary and permanent injunctions, as
well as such other relief as any court of competent
jurisdiction deems appropriate. This Section 12.2 shall
survive the termination of this Agreement.
3. Amendment to Schedule 1. In accordance with the terms of the Agreement, the
parties hereby amend Schedule 1 to read as follows:
Schedule 1
PARTICIPATION AGREEMENT
Among
XXXXXX VARIABLE TRUST
XXXXXX RETAIL MANAGEMENT, L.P.
And
IDS LIFE INSURANCE COMPANY
The following Separate Accounts of the IDS Life Insurance Company are permitted
in accordance with the provisions of this Agreement to invest in Designated
Portfolios of the Funds shown in Schedule 2:
IDS Life Variable Account 10, established August 23, 1995.
IDS Life Variable Life Separate Account, established October 16, 1985.
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4. Amendment to Schedule 2. In accordance with the terms of the Agreement, the
parties hereby amend Schedule 2 to read as follows:
Schedule 2
PARTICIPATION AGREEMENT
Among
XXXXXX VARIABLE TRUST
XXXXXX RETAIL MANAGEMENT, L.P.
And
IDS LIFE INSURANCE COMPANY
The Separate Accounts shown on Schedule 1 may invest in the following Designated
Portfolio(s) as an investment option:
IDS Life Variable Account 10.
IDS Life Flexible Portfolio Annuity
Xxxxxx VT New Opportunities Fund--Class IA Shares
American Express Retirement Advisor Variable Annuity(R)
Xxxxxx VT International New Opportunities Fund--Class IB Shares
Xxxxxx VT Vista Fund --Class IB
American Express Retirement Advisor Advantage(SM) Variable Annuity;
American Express Retirement Advisor Advantage(SM) Variable
Annuity--Band 3; and American Express Retirement Advisor Select(SM)
Variable Annuity
Xxxxxx VT Vista Fund--Class IB Shares
Xxxxxx VT International Growth Fund--Class IB Shares
Xxxxxx VT Health Sciences Fund--Class IB Shares
IDS Life Variable Life Separate Account.
American Express Succession Select Variable Life Insurance(SM);
American Express Variable Second-To-Die Life Insurance(SM); American
Express Variable Universal Life Insurance(SM); and American Express
Variable Universal Life Insurance III(SM)
Xxxxxx VT High Yield Fund--Class IB Shares
Xxxxxx VT International New Opportunities Fund--Class IB Shares
Xxxxxx VT Vista Fund--Class IB Shares
Xxxxxx VT New Opportunities Fund--Class IA Shares
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5. Service Fees.
The annual rate for the Service Fees is hereby amended to 0.25% per annum.
6. Definitions. Terms not defined in this Amendment 2 will have the meaning as
those terms defined in the Agreement.
7. Counterparts. This Amendment 2 may be executed in simultaneously in two or
more counterparts, each of which taken together will constitute one and the
same instrument.
IN WITNESS WHEREOF, each of the parties hereto have cause this Amendment 2 to be
executed in its name and behalf by its duly authorized representatives as of the
date specified above.
XXXXXX VARIABLE TRUST XXXXXX RETAIL MANAGEMENT, L.P.
By: /s/ Xxxx Xxxxxx By: /s/ Xxxx X. Xxxx
-------------------- --------------------
Name: Xxxx Xxxxxx Name: Xxxx X. Xxxx
Title: Vice President Title: Vice President
IDS LIFE INSURANCE COMPANY ATTEST:
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxx Xxxxx Xxxxxxx
------------------- ----------------------
Name: Xxxxx X. Xxxxxx Name: Xxxx Xxxxx Xxxxxxx
Title: Executive Vice President, Annuities Title: Assistant Secretary
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