AMENDMENT TO
FUND PARTICIPATION AGREEMENT
This amendment to the Fund Participation Agreement ("Amendment") is entered
into and is effective this 27th day of July, 2001 by and among American Partners
Life Insurance Company ("Company") and Janus Aspen Series ("Trust").
WHEREAS, The parties to this Amendment have previously executed that
certain Fund Participation Agreement dated January 23, 1996 ("Agreement");
WHEREAS, the parties to this Amendment wish to amend the Agreement to
comply with applicable federal and state privacy laws and regulations; and
WHEREAS, Company wishes to update its address for notice purposes pursuant
to the terms of the Agreement.
NOW THEREFORE, in consideration of the terms, covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Amendment
agree to amend the Agreement as follows:
1. Use and Disclosure of Confidential Information. Notwithstanding anything to
the contrary contained in this Agreement, and in addition to and not in
lieu of other provisions in this Agreement:
a. Company Confidential Information.
(i) "Company Confidential Information" includes but is not limited to
all proprietary and confidential information of Company and its
subsidiaries, affiliates, or licensees, including without
limitation all information regarding the customers of Company and
its subsidiaries, affiliates and licensees; and the accounts,
account numbers, names, addresses, social security numbers or any
other personal identifier of such customers; and any information
derived therefrom.
(ii) Trust must not use or disclose Company Confidential Information
for any purpose other than to carry out the purpose for which
Company Confidential Information was provided to Trust as set
forth in the Agreement or unless disclosure is required by
applicable law or regulatory authority, and agrees to cause all
its employees, agents, representatives, or any other party to
whom Trust may provide access to or disclose Company Confidential
Information to limit the use and disclosure of Company
Confidential Information to that purpose.
(iii) Trust agrees to implement appropriate measures designed to
ensure the security and confidentiality of Company 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, Company Confidential
Information that could result in substantial harm or
inconvenience to any customer of Company or its subsidiaries,
affiliates or licensees; Trust further agrees to cause all its
agents, representatives, subcontractors, or any other party to
whom Trust may provide access to or disclose Company Confidential
Information to implement appropriate measures designed to meet
the objectives set forth in this paragraph.
b. Trust Confidential Information.
(i) "Trust Confidential Information" includes but is not limited to
all proprietary and confidential information of Trust and its
subsidiaries, affiliates, or licensees, including without
limitation all information regarding the customers of Trust and
its subsidiaries, affiliates and licensees; and the accounts,
account numbers, names, addresses, social security numbers or any
other personal identifier of such customers; and any information
derived therefrom.
(ii) Company must not use or disclose Trust Confidential Information
for any purpose other than to carry out the purpose for which
Trust Confidential Information was provided to Company as set
forth in the Agreement or unless disclosure is required by
applicable law or regulatory authority, and agrees to cause all
its employees, agents, representatives, or any other party to
whom Company may provide access to or disclose Trust Confidential
Information to limit the use and disclosure of Trust Confidential
Information to that purpose.
(iii) Company agrees to implement appropriate measures designed to
ensure the security and confidentiality of Trust 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, Trust Confidential Information that could result in
substantial harm or inconvenience to any customer of Trust or its
subsidiaries, affiliates or licensees; Company further agrees to
cause all its agents, representatives, subcontractors, or any
other party to whom Company may provide access to or disclose
Trust Confidential Information to implement appropriate measures
designed to meet the objectives set forth in this paragraph.
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2. Notice. Company hereby updates its address for the purposes of notice in
accordance with Article VII of the Agreement as follows:
American Partners Life Insurance Company
1765 AXP Financial Center
Xxxxxxxxxxx, Xxxxxxxxxxx 00000
Attention: President
with a copy to:
American Partners Life Insurance Company
50607 AXP Financial Center
Xxxxxxxxxxx, Xxxxxxxxxxx 00000
Attention: General Counsel's Office
3. In the event of a conflict between the terms of this Amendment and the
Agreement, it is the intention of the parties that the terms of this
Amendment shall control and the Agreement shall be interpreted on that
basis. Except as modified by this Amendment, the Agreement is hereby
ratified and confirmed and shall remain in full force and effect.
IN WITNESS WHEREOF, each party has executed this Amendment by a duly
authorized officer.
AMERICAN PARTNERS LIFE Attest:
INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxx Xxxxx Xxxxxxx
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Printed Printed
Name: Xxxxx X. Xxxxxx Name: Xxxx Xxxxx Xxxxxxx
As Its: President As Its: Assistant Secretary
JANUS ASPEN SERIES
By: /s/ Xxxxxx X. Xxxx
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Printed
Name: Xxxxxx X. Xxxx
As Its: Vice President
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