EVERGREEN VARIABLE ANNUITY TRUST
AMENDED AND RESTATED
PARTICIPATION AGREEMENT
THIS AMENDED AND RESTATED PARTICPATION AGREEMENT ("Agreement") is made this
1st day of June, 2006 by and among the following parties:
o AMERICAN ENTERPRISE LIFE INSURANCE COMPANY ("American Enterprise
Life"), organized under the laws of the State of Indiana, on its
own behalf and on behalf of its separate account named in
Schedule A to this Agreement, as may be amended from time to
time ("Account");
o IDS LIFE INSURANCE COMPANY ("IDS Life"), organized under the
laws of the State of Minnesota, on its own behalf and on behalf
of each of its separate accounts named in Schedule A to this
Agreement, as may be amended from time to time (each account
referred to as an "Account");
each of American Enterprise Life and IDS Life hereinafter also referred to as
a "Company"; and,
o EVERGREEN VARIABLE ANNUITY TRUST, an open-end management
investment company organized a Deleware business trust (the
"Trust").
WITNESSETH:
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940
Act"), and the offer and sale of its shares are registered under the
Securities Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the Trust desires to act as an investment vehicle for
separate accounts established for variable life insurance policies and
variable annuity contracts to be offered by insurance companies that have
entered into participation agreements with the Trust (the "Participating
Insurance Companies"); and
WHEREAS, the beneficial interest in the Trust is divided into several
series of shares, each series representing an interest in a particular
managed portfolio of securities and other assets (the "Portfolios"); and
WHEREAS, the Trust has obtained an order from the Securities and
Exchange Commission ("Commission") granting Participating Insurance
Companies and their separate account(s) exemptions from the provisions of
Section(s) 9(a), 13(a), 15(a) and 15(b) of the 1940 Act and Rules
6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit
shares of the Trust to be sold to and held by variable annuity and variable
life insurance separate accounts of both affiliated and nonaffiliated life
insurance companies and certain qualified pension and retirement plans (the
"Shared Trust Exemptive Order"); and
WHEREAS, the Company has registered or will register under the 1933
Act, unless exempt therefrom, certain variable life insurance policies
and/or variable annuity contracts identified by the form number(s) listed on
Schedule A, as may be amended from time to time (the "Contracts"); and
WHEREAS, the Company has registered or will register each Account,
unless exempt therefrom, as a unit investment trust under the 1940 Act; and
WHEREAS, each Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company on the date shown for that Account on Schedule A, to set aside and
invest assets attributable to the Contracts; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares of the Portfolios at net
asset value on behalf of each Account to fund the Contracts;
NOW, THEREFORE, in consideration of their mutual promises, the parties
agree as follows:
ARTICLE A
AMENDMENT AND RESTATEMENT; FORM OF AGREEMENT
A.1. The Trust acknowledges the planned merger of American Enterprise
Life with and into IDS Life (the "Merger") and the "intact transfer" (the
"Transfer") of the Accounts of American Enterprise Life to IDS Life by
operation of law and incident to the Merger, on December 31, 2006 at
10:59:59 p.m. Central Time (the "Effective Time"), subject to all necessary
regulatory approvals being obtained in connection with the Merger and the
Transfer, and the re-naming of IDS Life to RiverSource Life Insurance
Company simultaneously with the Merger. On and after the Effective Time, all
references in this Agreement and its Schedule to American Enterprise Life
and IDS Life shall mean and refer to RiverSource Life Insurance Company. The
Trust consents to the transfer of the rights and obligations of American
Enterprise Life under this Agreement to IDS Life at the Effective Time of
the Merger.
A.2. This Agreement shall amend and supersede the following agreements
as of the date stated above between the Company named therein and the Trust
with respect to all investments by the Company and its Accounts prior to the
date of this Agreement, as though identical separate agreements had been
executed by the parties hereto on the dates as indicated below:
o Evergreen Variable Annuity Trust Participation Agreement,
dated July 15, 2000, by and between American Enterprise
Life and the Trust, as amended by the following documents:
(a) Amendment to Evergreen Variable Annuity Trust
Participation Agreement dated August 1, 2002; (b)
Amendment to Fund Participation Agreement between
Evergreen Variable Annuity Trust and American Enterprise
Life Insurance Company dated December 5, 2003; and (c)
Amendment to Fund Participation Agreement
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between Evergreen Variable Annuity Trust and American
Enterprie Life Insurance Company dated April 30, 2004.
o Evergreen Variable Annuity Trust Participation Agreement,
dated August 13, 2001, by and between IDS Life and the
Trust, as amended by the following documents: (a)
Amendment to Evergreen Variable Annuity Trust
Participation Agreement dated February 13, 2002; (b)
Amendment to Evergreen Variable Annuity Trust
Participation Agreement dated May 31, 2002; (c) Amendment
to Evergreen Variable Annuity Trust Participation
Agreement dated September 1, 2002; (d) Amendment to
Evergreen Variable Annuity Trust Participation Agreement
dated September 30, 2003; and (e) Amendment to Fund
Participation Agreement Between Evergreen Variable Annuity
Trust and IDS Life Insurance Company dated December 5,
2003.
Although the parties have executed this Agreement in this form for
administrative convenience, this Agreement shall constitute a separate
participation agreement with each Company until the Effective Time of the
Merger.
ARTICLE I
SALE OF TRUST SHARES
1.1. The Trust shall make shares of its Portfolios available to the
Accounts at the net asset value next computed after receipt of such purchase
order by the Trust (or its agent), as established in accordance with the
provisions of the then current prospectus of the Trust. Shares of a
particular Portfolio of the Trust shall be ordered in such quantities and at
such times as determined by the Company to be necessary to meet the
requirements of the Contracts. The trustees of the Trust (the "Trustees")
may refuse to sell shares of any Portfolio to any person or suspend or
terminate the offering of shares of any Portfolio if such action is required
by law or by regulatory authorities having jurisdiction or is, in the sole
discretion of the Trustees acting in good faith and in light of their
fiduciary duties under federal and any applicable state laws, necessary and
in the best interest of the shareholders of such Portfolio.
1.2. The Trust will redeem any full or fractional shares of any
Portfolio when requested by the Company on behalf of an Account at the net
asset value next computed after receipt by the Trust (or its agent) of the
request for redemption, as established in accordance with the provisions of
the then current prospectus of the Trust. Payment shall be made the same
business day that the Trust receives notice of the order in federal funds
initiated by wire by 2:00 p.m. New York time as long as the banking system
is open for business. If the banking system is closed, payment will be
transmitted the next day that the banking system is open for business. If
payment is received by Company after 2:00 p.m. New York time, the Trust
shall, upon Company's request, promptly reimburse Company for any charges,
costs, fees, interest or other expenses incurred in connection with
advances, borrowings, or overdrafts. In no event shall payment be delayed
for more than five (5) calendar days to enable the Company to pay redemption
proceeds within the period specified under the 1940 Act.
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1.3. For the purposes of Sections 1.1. and 1.2., the Trust hereby
appoints the Company as its agent for the limited purpose of receiving and
accepting purchase and redemption orders resulting from investment in and
payments under the Contracts. Receipt by the Company shall constitute
receipt by the Trust provided that: (a) such orders are received by the
Company in good order prior to the close of the regular trading session of
the New York Stock Exchange, and (b) the Trust receives notice of such
orders by 10:00 a.m., New York time, on the next following Business Day.
"Business Day" shall mean any day on which the New York Stock Exchange is
open for trading. The Trust will confirm receipt of each trade (ending share
balances by account and fund) by 1:00 p.m. New York time on the day the
trade is placed with the Trust (using a mutually agreed upon format).
1.4. The Company can give notice of purchase orders to the Trust by
2:00 p.m. New York time and its bank can initiate a wire transfer by 2:00
p.m. New York time. The Company cannot, however, guarantee payment by 2:00
p.m. New York time. Purchase orders that are transmitted to the Trust in
accordance with Section 1.3 shall be paid for on the same Business Day that
the Trust receives notice of the order. Payment shall be made in federal
funds initiated by wire by 2:00 p.m. New York time as long as the banking
system is open for business. If the banking system is closed, payment will
be transmitted the next day that the banking system is open for business.
1.5. The Trust shall furnish same-day notice, on or before ex-dividend
date (using a mutually agreed upon format), to the Company of any income
dividends or capital gain distributions payable on shares of any Portfolio.
The Company hereby elects to receive all such income dividends and capital
gain distributions as are payable on a Portfolio's shares in additional
shares of that Portfolio. The Company reserves the right to revoke this
election and to receive all such income dividends and capital gain
distributions in cash. The Trust shall notify the Company of the number of
shares so issued as payment of such dividends and distributions. For each
calendar year Trust will provide Company with a dividend and capital gain
payment schedule.
1.6. The Trust shall make the net asset value per share for each
Portfolio available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated and shall use
its best efforts to make such net asset value per share available by 6:30
p.m., New York time (using a mutually agreed upon format). The Trust will
promptly notify Company when and if the Trust does not communicate the net
asset value per share by 6:30 p.m. New York time, and the Trust and the
Company will mutually agree upon a final deadline for timely receipt of the
net asset value on such Business Day.
1.7. The Trust agrees that its shares will be sold only to
Participating Insurance Companies and their separate accounts and to certain
qualified pension and retirement plans to the extent permitted by the Shared
Trust Exemptive Order. No shares of any Portfolio will be sold directly to
the general public. The Company agrees that the Trust shares will be used
only for the purposes of funding the Contracts and Accounts listed in
Schedule A, as amended from time to time.
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1.8. The Trust agrees that all Participating Insurance Companies shall
have the obligations and responsibilities regarding pass-through voting and
conflicts of interest corresponding to those contained in Section 2.12 and
Article IV of this Agreement.
1.9. In the event the Fund initiates (i) a reorganization as defined
by Section 2 of the 1940 Act, or (ii) changes the Fund's name or the name of
a Portfolio, the Fund will bear, or arrange for others to bear, the
Company's internal and out-of-pocket costs associated with the
aforementioned actions (each an "Event"), to the extent that such costs
arise out of required shareholder communications. The Fund or its designee
also shall reimburse the Company for other essential systems programming
costs as the Parties to this Agreement may agree in writing in advance of
the occurrence of each such Event, provided however, if the Fund or its
designee fails to provide thirty (30) days' advance notice of such Event to
the Company in order to negotiatae such additional agreed upon amounts ahead
of the occurrence of the Event, then the Fund or its designee shall
negotiate such additional agreed upon amounts with the Company within the
thirty (30) days immediately following the occurrence of the Event and shall
complete the reimbursement to the Company of the agreed upon additional
amounts within sixty (60) days after the Event occurs. Company agrees to use
its best efforts to minimize any costs incurred and shall provide the Fund
or its designated agent with acceptable documentation of any such costs
incurred.
ARTICLE II
OBLIGATIONS OF THE PARTIES
2.1. The Trust shall bear the costs of registering and qualifying the
Trust's shares, and of preparing and filing the Trust's prospectus,
registration statement, Trust sponsored proxy materials (or similar
materials such as voting instruction solicitation materials), reports to
shareholders, and all statements and notices required by federal or state
law. The Trust shall pay all taxes on the issuance and/or transfer of the
Trust's shares.
2.2. The Trust shall provide the Company, at the Trust's expense, with
an electronic form acceptable to the Company of the Trust's current
prospectus, annual report and semi-annual reports. The Trust will render
other assistance as is reasonably necessary in order for the Company once
each year (or more frequently if the prospectus for the Trust is amended) to
have the prospectus, annual report or semi-annual report for the Trust
printed together in one document with other prospectuses, annual reports or
semi-annual reports (with the Trust bearing its proportionate share of the
expense). The prospectuses, annual report, semi-annual report, and any Trust
sponsored proxy material will be customized to include only those portions
of the Trust in use for each Contract. In addition, the prospectuses, annual
report and semi-annual report will be provided to the Company ten (10)
Business Days prior to the date on which they must be mailed. The Trust
shall bear the printing and mailing costs (or duplicating costs with respect
to the statement of additional information) associated with distributing the
Trust's current prospectus, statement of additional information, annual
report, semi-annual report, Trust sponsored proxy material or other
shareholder communications, including any amendments or supplements to any
of the foregoing, to the extent required to be provided by the Trust to its
then-current shareholders, including the Company. The Company shall bear any
costs of preparing, printing, recording, taping or disseminating sales
literature or other marketing materials or the
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costs of printing and mailing prospective Contract purchasers copies of the
Trust's prospectus, statement of additional information, periodic reports or
other printed materials.
2.3. The Company will bear the costs of registering and qualifying the
Accounts for sale, printing (or duplicating costs with respect to the
statement of additional information) and mailing costs associated with the
delivery of the Accounts' current prospectuses and statements of additional
information, private placement memoranda, annual and semi-annual reports,
Contracts, Contract applications, sales literature or other promotional
material, Account sponsored proxy materials and voting solicitation
instructions.
2.4. The Company will bear the responsibility and correlative expense
for administrative and support services for Contract owners. The Trust
recognizes the Company as the sole shareholder of shares of the Trust issued
under this Agreement.
2.5. The Company agrees and acknowledges that the Trust's adviser, is
the sole owner of the name and xxxx "Evergreen" and that all use of any
designation comprised in whole or in part of Evergreen (an "Evergreen Xxxx")
under this Agreement shall inure to the benefit of the Trust and its
adviser. Except as provided in Section 2.10, the Company shall not use any
Evergreen Xxxx on its own behalf or on behalf of the Accounts or Contracts
in any registration statement advertisement, sales literature or other
materials relating to the Accounts or Contracts without the prior written
consent of the Trust and its adviser. Upon termination of this Agreement for
any reason, the Company shall cease all use of any Evergreen Xxxx(s) as soon
as reasonably practicable.
The Trust agrees and acknowledges that Company or its parent are the
sole owners of the name and marks "Ameriprise", "RiverSource", "American
Enterprise Life" and "IDS Life" and that all use of any designation
comprised in whole or in part of any of these marks (an "Xxxxxxxxxx Xxxx")
under this Agreement shall inure to the benefit of Company. Except as
provided in Section 2.6, the Trust shall not use any Xxxxxxxxxx Xxxx on its
own behalf or on behalf of the Trust in any registration statement,
advertisement, sales literature or other materials relating to the Trust
without the prior written consent of Company. Upon termination of this
Agreement for any reason, the Trust shall cease all use of any Xxxxxxxxxx
Xxxx(s) as soon as reasonably practicable.
2.6. The Company shall furnish, or cause to be furnished, to the Trust
or its designee, a copy of each Contract prospectus or statement of
additional information in which the Trust or its investment adviser is named
prior to the filing of such document with the Commission. The Company shall
also furnish, or shall cause to be furnished, to the Trust or its designee,
each piece of sales literature or other promotional material including
private placement memoranda, in which the Trust or its investment adviser is
named, at least ten Business Days prior to its use. No such material shall
be used if the Trust or its designee reasonably objects to such use within
five Business Days after receipt of such material.
2.7. The Company will provide to the Trust at least one complete copy
of each report, solicitation for voting instructions, application for
exemption, request for no-action relief, and any amendment to any of the
above (or any amendment to the registration statement, prospectus
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or statement of additional information) that materially affect the Trust or
its investment adviser within 10 Business Days of the filing of the document
with the Commission, the NASD, or other regulatory authorities.
2.8. For purposes of this Article II, the phrase "sales literature or
other promotional material" includes, but is not limited to, advertisements,
newspapers, magazines, or other periodicals, radio, television, telephone or
tape recording, videotape display, signs or billboards, motion pictures, or
other public media, including, for example, on-line networks such as the
Internet or other electronic media, sales literature (i.e., any written
communication distributed or made generally available to customers or the
public, including brochures, circulars, research reports, market letters,
form letters, shareholder newsletters, seminar texts, reprints or excerpts
of any other advertisement, sales literature, or published article),
educational or training materials or other communications distributed or
made generally available to some or all agents or employees, and
registration statements, prospectuses, statements of additional information,
shareholder reports and proxy materials, and any other material constituting
sales literature or advertising under the rules of the NASD, the 1933 Act or
the 0000 Xxx.
2.9. The Company shall not give any information or make any
representations or statements on behalf of the Trust or concerning the Trust
or its investment adviser in connection with the sale of the Contracts other
than information or representations contained in and accurately derived from
the registration statement, prospectus or statement of additional
information for the Trust shares (as such registration statement, prospectus
and statement of additional information may be amended or supplemented from
time to time), annual and semi-annual reports of the Trust, Trust-sponsored
proxy statements, in published reports for the Trust which are in the public
domain or approved by the Trust for distribution, or in sales literature or
other promotional material approved by the Trust or its designee, except as
required by legal process or regulatory authorities or with the written
permission of the Trust or its designee.
2.10. The Trust shall furnish or cause to be furnished, to the Company
or its designee, a copy of each Trust prospectus or statement of additional
information in which the Company or the Accounts are named prior to the
filing of such document with the Commission. The Trust shall furnish, or
shall cause to be furnished, to the Company or its designee, each piece of
sales literature or other promotional material in which the Company or the
Accounts are named, at least ten Business Days prior to its use. No such
material shall be used if the Company or its designee reasonably objects to
such use within five Business Days after receipt of such material.
2.11. The Trust will provide to the Company at least one complete copy
of each report, solicitation for voting instructions, application for
exemption, request for no-action relief, and any amendment to any of the
above (or any amendment to the registration statement, prospectus or
statement of additional information, that materially affects the Trust and
the Contracts within 10 Business Days of the filing of the document with the
Commission, the NASD, or other regulatory authorities.
2.12. The Trust shall not give any information or make any
representations or statements on behalf of the Company or concerning the
Company, the Accounts or the Contracts other than information or
representations contained in and accurately derived from the
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registration statement, prospectus, statement of additional information or
private placement memorandum for the Contracts (as such registration
statement, prospectus, statement of additional information or private
placement memorandum may be amended or supplemented from time to time), in
published reports for the Trust which are in the public domain or approved
by the Trust for distribution, or in materials approved by the Company for
distribution including sales literature or other promotional materials,
except as required by legal process or regulatory authorities or with the
written permission of the Company.
2.13. At the request of either party to this Agreement, the other
party will make available to the requesting party's independent auditors
and/or representatives of the appropriate regulatory agencies, all records,
data and access to operating procedures that may be reasonably requested.
2.14. So long as, and to the extent that the Commission interprets the
1940 Act to require pass-through voting privileges for variable contract
owners, the Company will provide pass-through voting privileges to owners of
policies, unless exempt therefrom, whose cash values are invested, through
the Accounts, in shares of the Trust and shall assist in the distribution of
all proxy material furnished by the Trust. With respect to each Account, the
Company will vote shares of the Trust held by the Account and for which no
timely voting instructions from policy owners are received in the same
proportion as those shares for which voting instructions are received. The
Company reserves the right to vote Trust shares held in any segregated asset
account in its own right, to the extent permitted by law. The Company and
its agents will in no way recommend or oppose or interfere with the
solicitation of proxies for Trust shares held by Contract owners without the
prior written consent of the Trust, which consent may be withheld in the
Trust's sole discretion.
2.15. The Trust shall be responsible for calculating the performance
information for the Trust. The Trust agrees to provide the Company with
performance information on a timely basis to enable the Company to calculate
performance information on a timely basis to enable the Company to calculate
performance information for the Contracts in accordance with applicable
state and federal law. The Company shall be responsible for calculating the
performance information of the Contracts.
2.16. The Company acknowledges the Trust has adopted policies and
procedures reasonably designed to prevent frequent or excessive purchases,
exchanges and redemptions of the shares of Portfolios in quantities great
enough to disrupt orderly management of the corresponding Portfolio's
investment portfolio. These policies are disclosed in the Trust's
prospectus.
The Trust acknowledges that the Company, on behalf of its Accounts,
has adopted policies and procedures reasonably designed to detect and deter
frequent transfers of Contract value among the subaccounts of the Accounts
including those investing in Portfolios available as investment options
under the Contracts. These policies and procedures are described in the
current prospectuses of the Accounts through which the Contracts are
offered.
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The Company will cooperate with the Trust's reasonable requests in
taking steps to deter and detect such transfers by any Contract owner. The
Company and the Trust have entered into a Shareholder Information Agreement
simultaneously with this Agreement and that agreement will govern the
requests by the Trust for such information.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1. The Company represents and warrants that it is an insurance
company duly organized and validly existing under the laws of the state
designated on the first page of this Agreement and that it has legally and
validly established, or will establish, each Account as a segregated asset
account under such law on the dates set forth in Schedule A.
3.2. The Company represents and warrants that it has registered or,
prior to any issuance or sale of the Contracts, will register each Account,
unless exempt therefrom, as a unit investment trust in accordance with the
provisions of the 1940 Act to serve as a segregated investment account for
the Contracts.
3.3. The Company represents and warrants that the Contracts are, or
will be, registered under the 1933 Act to the extent required by the 1933
Act prior to any issuance or sale of the Contracts, the Contracts will be
issued and sold in compliance in all material respects with all applicable
federal and state law.
3.4. The Trust represents and warrants that it is duly organized and
validly existing under the laws of the State of Delaware.
3.5. The Trust represents and warrants that the Trust shares offered
and sold pursuant to this Agreement will be registered under the 1933 Act,
that the Trust is and will remain registered under the 1940 Act prior to any
issuance or sale of such shares and for so long as such shares are sold. The
Trust shall amend its registration statement under the 1933 Act and the 1940
Act from time to time as required in order to effect the continuous offering
of its shares. The Trust shall register and qualify its shares for sale in
accordance with the laws of the various states only if and to the extent
deemed advisable by the Trust. The Trust agrees that it will furnish the
information required by state insurance laws so that the Company can obtain
the authority needed to issue the Contracts in the various states.
3.6. The Trust represents and warrants that the investments of each
Portfolio will comply with the diversification requirements set forth in
Section 817(h) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the rules and regulations thereunder. In the event of a breach
of this Section 3.6 by the Trust, it will take all reasonable steps to: (1)
immediately notify the Company of such breach, and (2) adequately diversify
the Trust so as to achieve compliance within the grace period afforded by
Section 1.817-5(b) of the rules and regulations under the Code.
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3.7. The Company represents that the Contracts are intended to be
treated as annuity or life insurance contracts under applicable provisions
of the Code and warrants and agrees that it will make every effort to
maintain such treatment and that it will notify the Trust immediately upon
having a reasonable basis for believing that the Contracts have ceased to be
so treated or that they might not be so treated in the future.
3.8. The Trust will comply with all provisions of the 1940 Act
requiring voting by shareholders, and in particular, the Trust either will
provide for annual meetings (except insofar as the Commission may interpret
Section 16 of the 1940 Act not to require such meetings) or, as the Trust
currently intends, to comply with Section 16(c) of the 1940 Act (although
the Trust is not one of the trusts described in Section 16(c) of that Act)
as well as with Sections 16(a) and, if and when applicable, 16(b). Further,
the Trust will act in accordance with the Commission's interpretation of the
requirements of Section 16(a) with respect to periodic elections of
directors and with whatever rules the Commission may promulgate with respect
thereto.
3.9. In the event of an error in the computation of a Portfolio's net
asset value or any dividend or capital gain distribution (each, a "pricing
error"), the Trust shall notify the Company as soon as possible after the
discovery of the error. Such notification may be verbal, but shall be
confirmed promptly in writing. A pricing error shall be corrected in
accordance with the Trust's internal policies and procedures. If an
adjustment is necessary to correct a material error that occurred through no
fault of the Company and such adjustment has caused Contract owners to
receive less than the number of shares or redemption proceeds to which they
are entitled, the number of shares of the applicable Account will be
adjusted and the amount of any underpayments will be paid by the Trust the
Company for crediting of such amounts to the Contract owners' accounts. Upon
notification by the Trust of any overpayment due to a material error, the
Company shall promptly remit to the Trust any overpayment that has not been
paid to Contract owners; however, the Trust acknowledges that the Company
will use reasonable efforts to seek reimbursement of overpayments from any
Contract owner who, because of a pricing error, may have underpaid for
shares credited to such Contract owner's account. The costs of correcting
such adjustments, including reasonable administrative costs, shall be borne
by the Trust unless the Company is at fault in which case such costs shall
be borne by the Company.
3.10. The Company represents and warrants to the Trust, and the Trust
represents and warrants to the Company, that each shall comply with all the
applicable laws and regulations designed to prevent money laundering
including without limitation the International Money Laundering Abatement
and Anti-Terrorist Financing Act of 2001 (Title III of the USA PATRIOT ACT),
and if required by such laws or regulations will share information with each
other about individuals, entities, organizations and countries suspected of
possible terrorist or money laundering activities in accordance with Section
314(b) of the USA PATRIOT ACT.
ARTICLE IV
POTENTIAL CONFLICTS
4.1. The parties acknowledge that the Trust's shares may be made
available for investment to other Participating Insurance Companies. In such
event, the Trustees will monitor the Trust for the existence of any material
irreconcilable conflict between the interests of the
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contract owners of all Participating Insurance Companies. A material
irreconcilable conflict may arise for a variety of reasons, including: (a)
an action by any state insurance regulatory or other authority; (b) a change
in applicable federal or state insurance, tax, or securities laws or
regulations, or a public ruling, private letter ruling, no-action or
interpretative letter, or any similar action by insurance, tax, or
securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments
of any Portfolio are being managed; (e) a difference in voting instructions
given by variable annuity contract and variable life insurance contract
owners; or (f) a decision by an insurer to disregard the voting instructions
of contract owners. The Trustees shall promptly inform the Company if they
determine that a material irreconcilable conflict exists and the
implications thereof. The Trustees shall have sole authority to determine
whether a material irreconcilable conflict exists and their determination
shall be binding upon the Company.
4.2. The Company agrees to promptly report any potential or existing
conflicts of which it is aware to the Trustees. The Company will assist the
Trustees in carrying out their responsibilities under the Shared Trust
Exemptive Order and this Article IV by providing the Trustees, upon
reasonable request, with all information reasonably necessary for them to
consider any issues raised including, but not limited to, information as to
a decision by the Company to disregard Contract owner voting instructions.
4.3. If it is determined by a majority of the Trustees, or a majority
of the disinterested Trustees, that a material irreconcilable conflict
exists that affects the interests of Contract owners, the Company shall, in
cooperation with other Participating Insurance Companies whose contract
owners are also affected, at its expense and to the extent reasonably
practicable (as determined by Company and the Trustees jointly) take
whatever steps are necessary to remedy or eliminate the material
irreconcilable conflict, which steps could include: (a) withdrawing the
assets allocable to some or all of the Accounts (or subaccounts of the
Accounts) from the Trust or any Portfolio and reinvesting such assets in a
different investment medium, including (but not limited to) another
Portfolio of the Trust, or submitting the question of whether or not such
segregation should be implemented to a vote of all affected Contract owners
and, as appropriate, segregating the assets of any appropriate group (i.e.,
annuity contract owners, life insurance contract owners, or variable
contract owners of one or more Participating Insurance Companies) that votes
in favor of such segregation, or offering to the affected Contract owners
the option of making such a change; and (b) establishing a new registered
management investment company or managed separate account and obtaining any
necessary approvals or orders of the Commission in connection therewith.
4.4. If a material irreconcilable conflict arises because of a
decision by the Company to disregard Contract owner voting instructions and
that decision represents a minority position or would preclude a majority
vote, the Company may be required, at the Trust's election, to withdraw the
affected Account's investment in the Trust and terminate this Agreement with
respect to such Account; provided, however, that such withdrawal and
termination shall be limited to the extent required by the foregoing
material irreconcilable conflict as determined by a majority of the
disinterested Trustees. Any such withdrawal and termination, assuming
required regulatory approvals have been received, must take place within six
(6) months after the Trust gives written notice that this provision is being
implemented. Until the end of such six (6) month
11
period, the Trust shall continue to accept and implement orders by the
Company for the purchase and redemption of shares of the Trust.
4.5. If any material irreconcilable conflict arises because a
particular state insurance regulator's decision applicable to the Company
conflicts with the majority of other state regulators, then the Company will
withdraw the affected Account's investment in the Trust and terminate this
Agreement with respect to such Account within six (6) months after the Trust
gives written notice that it has determined that such decision has created a
material irreconcilable conflict; provided, however, that such withdrawal
and termination, assuming required regulatory approvals have been received,
shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the disinterested
Trustees. Until the end of such six (6) month period, the Trust shall
continue to accept and implement orders by the Company for the purchase and
redemption of shares of the Trust.
4.6. For purposes of Sections 4.3 through 4.5 of this Agreement, a
majority of the disinterested Trustees shall determine whether any proposed
action adequately remedies any material irreconcilable conflict. The Company
shall not be required by Section 4.3 to establish a new funding medium for
the Contracts. In the event that the Trustees determine that any proposed
action does not adequately remedy any material irreconcilable conflict, then
the Company will withdraw the Account's investment in the Trust and
terminate this Agreement within six (6) months after the Trust gives written
notice of the foregoing determination; provided, however, that such
withdrawal and termination shall be limited to the extent required by any
such material irreconcilable conflict, as determined by a majority of the
disinterested Trustees.
4.7. The Company shall at least annually submit to the Trustees such
reports, materials or data as the Trustees may reasonably request so that
the Trustees may fully carry out the duties imposed upon them by the Shared
Trust Exemptive Order and this Article IV. Said reports, materials and data
shall be submitted more frequently if deemed appropriate by the Trustees.
4.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended,
or Rule 6e-3 is adopted, to provide exemptive relief from any provision of
the 1940 Act or the rules promulgated thereunder with respect to mixed
and/or shared funding (as defined in the Shared Trust Exemptive Order) on
terms and conditions materially different from those contained in the Shared
Trust Exemptive Order, then (a) the Trust and/or the Participating Insurance
Companies, as appropriate, shall take such steps as may be necessary to
comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted,
to the extent such rules are applicable, and (b) Sections 2.13, 3.8, 4.1,
4.2, 4.3, 4.4, and 4.5 of this Agreement will continue in effect only to the
extent that terms and conditions substantially identical to such Sections
are contained in such Rule(s) as so amended or adopted.
ARTICLE V
INDEMNIFICATION
5.1. The Company agrees to indemnify and hold harmless the Trust and
each person, if any, who controls the Trust within the meaning of Section 15
of the 1933 Act, and any Trustee,
12
officer, employee or agent of the foregoing, (collectively, the "Indemnified
Parties" for purposes of this Section 5.1) against any and all losses,
claims, damages, liabilities (including amounts paid in settlement with the
written consent of the Company) or expenses (including the reasonable costs
of investigating or defending any alleged loss, claim, damage, liability or
expense and reasonable legal counsel fees incurred in connection therewith)
(collectively, "Losses"), to which the Indemnified Parties may become
subject under any statute or regulation, or at common law or otherwise,
insofar as such Losses:
(a) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in a registration
statement, prospectus or private placement memorandum for the Contracts or
in the Contracts themselves or in sales literature generated or approved by
the Company relating to the Contracts or Accounts (or any amendment or
supplement to any of the foregoing) (collectively, "Company Documents"), or
arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, provided that this indemnity shall
not apply as to any Indemnified Party if such statement or omission or such
alleged statement or omission was made in reliance upon and was accurately
derived from written information furnished to the Company by or on behalf of
the Trust for use in Company Documents or otherwise for use in connection
with the sale of the Contracts or Trust shares; or
(b) arise out of or result from statements or representations
(other than statements or representations contained in and accurately
derived from Trust Documents as defined in Section 5.2.(a)) or wrongful
conduct of the Company or persons under its control, with respect to the
sale, distribution or acquisition of the Contracts or Trust shares; or
(c) arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in Trust Documents as defined
in Section 5.2.(a) or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading if such statement or omission was made in
reliance upon and accurately derived from written information furnished to
the Trust by or on behalf of the Company; or
(d) arise out of or result from any failure by the Company to
provide the services or furnish the materials required under the terms of
this Agreement; or
(e) arise out of or result from any material breach of any
representation, warranty or agreement made by the Company in this Agreement
or arise out of or result from any other material breach of this Agreement
by the Company; or
(f) arise out of or result from negligence or wrongful conduct
in the Company's administration of the Accounts or the Contracts.
5.2. The Trust agrees to indemnify and hold harmless the Company and
each person, if any, who controls the Company within the meaning of Section
15 of the 1933 Act, and any director, officer, partner, employee or agent of
the foregoing (collectively, the "Indemnified
13
Parties" for purposes of this Section 5.2.) against any and all losses,
claims, damages, liabilities or expenses (including the reasonable costs of
investigating or defending any alleged loss, claim, damage, liability
(including amounts paid in settlement with the written consent of the Trust)
or expense and reasonable legal counsel fees incurred in connection
therewith) (collectively, "Losses"), to which the Indemnified Parties may
become subject under any statute or regulation, or at common law or
otherwise, insofar as such Losses:
(a) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the registration
statement or prospectus for the Trust (or any amendment or supplement
thereto), (collectively, "Trust Documents"), or arise out of or are based
upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading, provided, that this indemnity shall not apply as to any
Indemnified Party if such statement or omission or such alleged statement or
omission was made in reliance upon and was accurately derived from written
information furnished to the Trust by or on behalf of the Company for use in
Trust Documents or otherwise for use in connection with the sale of the
Contracts or Trust shares; or
(b) arise out of or result from statements or representations
(other than statements or representations contained in and accurately
derived from Company Documents) or wrongful conduct of the Trust or persons
under its control, with respect to the sale, distribution or acquisition of
the Contracts or Trust shares; or
(c) arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in Company Documents or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading if
such statement or omission was made in reliance upon and accurately derived
form written information furnished to the Company by or on behalf of the
Trust; or
(d) arise out of or result from any failure by the Trust to
provide the services or furnish the materials required under the terms of
this Agreement; or
(e) arise out of or result from any material breach of any
representation, warranty or agreement made by the Trust in this Agreement
(including a failure, whether unintentional or in good faith or otherwise,
to comply with the diversification requirements and procedures related
thereto as specified in Section 3.6 of this Agreement) or arise out of or
result from any other material breach of this Agreement by the Trust; or
(f) arise out of or result from negligence or wrongful conduct
in the Trust's administration of the Portfolios; or
(g) arise out of or result from the materially incorrect or
untimely calculation or reporting of the daily net asset value per share or
dividend or capital gain distribution rate.
5.3. Neither the Company nor the Trust shall be liable under the
indemnification provisions of Section 5.1 or 5.2, as applicable, with
respect to any Losses incurred or assessed against an indemnified party that
arise from such indemnified party's willful misfeasance, bad
14
faith or gross negligence in the performance of such indemnified party's
duties or by reason of such indemnified party's reckless disregard of
obligations or duties under this Agreement.
5.4. Neither the Company nor the Trust shall be liable under the
indemnification provisions of Section 5.1 or 5.2, as applicable, with
respect to any claim made against an indemnified party unless such
indemnified party shall have notified the other party in writing within a
reasonable time after the summons, or other first written notification,
giving information of the nature of the claim which shall have been served
upon or otherwise received by such indemnified party (or after such
indemnified party shall have received notice of service upon or other
notification to any designated agent), but failure to notify the party
against whom indemnification is sought of any such claim shall not relieve
that party from any liability which it may have to the indemnified party in
the absence of Sections 5.1 and 5.2 except to the extent that the
indemnifying party has been prejudiced by such failure to give notice.
5.5. In case any such action is brought against the indemnified
parties, the indemnifying party shall be entitled to participate, at its own
expense, in the defense of such action. The indemnifying party also shall be
entitled to assume the defense thereof, with consent of the indemnified
party and with counsel mutually agreed to by the parties. If the
indemnifying party assumes such defense, the indemnified party shall bear
the fees and expenses of any additional counsel retained by it, and the
indemnifying party will not be liable to the indemnified party under this
Agreement for any legal or other expenses subsequently incurred by such
party independently in connection with the defense thereof other than
reasonable costs of investigation.
5.6. The Trust agrees that the obligations assumed by the Company
shall be limited in any case to the Company and its assets and the Trust
shall not seek satisfaction of any such obligation from the shareholders of
Company, the directors, officers, employees or agents of the Company, or any
of them. Except as expressly stated herein, as between the parties, in no
event will any party to this Agreement be responsible to any other party for
any incidental, indirect, consequential, punitive or exemplary damages of
any kind arising from this Agreement including without limitation, lost
revenues, loss of profits or loss of business.
5.7. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereto will be settled by arbitration administered
by the American Arbitration Association in accordance with its Commercial
Arbitration Rules and Title 9 of the U.S. Code. Judgment on the award
rendered by the arbitrators may be entered in any court having jurisdiction
thereof. The number of arbitrators will be three, one of whom will be
appointed by the Company or an affiliate; one of whom will be appointed by
the Fund and/or the Adviser or an affiliate; and the third of whom will be
selected by mutual agreement, if possible, within thirty (30) days of the
selection of the second arbitrator and thereafter by the administering
authority. The place of arbitration will be in the Commonwealth of
Massachusetts. The arbitrators will have no authority to award punitive
damages or any other damages not measured by the prevailing party's actual
damages, and may not, in any event, make any ruling, finding or award that
does not conform to the terms and conditions of this Agreement. Any party
may make an application to the arbitrators seeking injunctive relief to
maintain the status quo until such time as the arbitration award is rendered
or the controversy is otherwise resolved. Any party may apply
15
to any court having jurisdiction hereof and seek injunctive relief in order
to maintain the status quo until such time as the arbitration award is
rendered or the controversy is otherwise resolved.
ARTICLE VI
TERMINATION
6.1. This Agreement shall continue in full force and effect until the
first to occur of:
(a) termination by any party for any reason with respect to some
or all of the Portfolios upon six (6) months' advance written notice from
the date of this Agreement or 90 days notice thereafter delivered to the
other party or, if later, upon receipt of any required exemptive relief or
orders from the Commission, unless otherwise agreed in a separate written
agreement among the parties; or
(b) termination by the Company by written notice to the Trust
with respect to any Portfolio based upon the Company's determination that
shares of such Portfolio are not reasonably available to meet the
requirements of the Contracts or not consistent with the Company's
obligations to Contract owners; provided, however, that such a termination
shall apply only to the Portfolio not reasonably available and the Trust
shall have ten (10) Business Days from the initial notification by the
Company of the deficiency to correct such deficiency. If not cured within
ten (10) Business Days, termination is automatically effective; or
(c) termination by the Company by written notice to the Trust
with respect to any Portfolio in the event such Portfolio's shares are not
registered, issued or sold in accordance with applicable state and/or
federal law or such law precludes the use of such shares as the underlying
investment media of the Contracts issued or to be issued by the Company; or
(d) termination by the Company by written notice to the Trust
with respect to any Portfolio in the event that the Trust ceases to qualify
as a Regulated Investment Company under Subchapter M of the Code or any
independent or resulting failure under Section 817 of the Code, or under any
successor or similar provision of either, or if the Company reasonably
believes that the Trust may fail to so qualify; or
(e) termination by the Trust by written notice to the Company if
the Trust shall determine, in its sole judgment exercised in good faith,
that the Company and/or its affiliated companies has suffered a material
adverse change in its business, operations, financial condition or prospects
since the date of this Agreement or is the subject of material adverse
publicity and that material adverse change or material adverse publicity
will have a material adverse impact upon the business and operations of the
Company or the Trust; but no such termination shall be effective under this
subsection (e) until the Company has been afforded a reasonable opportunity
to respond to a statement by the Trust concerning the reason for notice of
termination hereunder; or
(f) termination by the Company by written notice to the Trust if
the Company shall determine, in its sole judgment exercised in good faith,
that either the Trust or an
16
investment adviser to the Trust has suffered a material adverse change in
its business, operations, financial condition or prospects since the date of
this Agreement or is the subject of material adverse publicity and that
material adverse change or material adverse publicity will have a material
adverse impact upon the business and operations of the Trust; but no such
termination shall be effective under this subsection (f) until the Trust has
been afforded a reasonable opportunity to respond to a statement by the
Company concerning the reason for notice of termination hereunder; or
(g) termination by the Trust in the event that formal
administrative proceedings are instituted against the Company by the NASD,
the Commission, an insurance commissioner or any other regulatory body
regarding the Company's duties under this Agreement or related to the sale
of the Contracts, the operation of any Account, or the purchase of the
Trust's shares; provided, however, that the Trust determines in its sole
judgment exercised in good faith, that any such administrative proceedings
will have a material adverse effect upon the ability of the Company to
perform its obligations under this Agreement;
(h) termination by the Company in the event that formal
administrative proceedings are instituted against the Trust by the NASD, the
Commission, any state securities or insurance department or any other
regulatory body regarding the Trust's duties under this Agreement, provided,
however, that the Company determines in its sole judgment exercised in good
faith, that any such administrative proceedings will have a material adverse
effect upon the ability of the Trust to perform its obligations under this
Agreement;
(i) at the option of the Company, upon receipt of the Company's
written notice by the other parties, with respect to any Portfolio if the
Trust fails to meet the diversification requirements specified in Section
3.6 hereof or if the Company reasonably and in good faith believes the Trust
may fail to meet such requirements;
(j) at the option of the Company or the Trust upon a
determination by a majority of the Trustees, or a majority of the
disinterested Trustees, that an irreconcilable material conflict exists
among the interests of: (1) all contract owners of variable insurance
products of all separate accounts; or (2) the interests of the Participating
Insurance Companies investing in the Trust as set forth in Article IV of
this Agreement; or
(k) at the option of the Company or the Trust upon receipt of
any necessary regulatory approvals and/or the vote of the Contract owners
having an interest in the Account (or any subaccount) to substitute the
shares of another investment company for the corresponding Portfolio shares
of the Trust in accordance with the terms of the Contracts for which those
Portfolio shares had been selected to serve as the underlying investment
media. The Company will give sixty (60) days' prior written notice to the
Trust of the date of any proposed vote or other action taken to replace the
Trust's shares
6.2. Notwithstanding any termination of this Agreement, the Trust
shall, at the option of the Company, continue to make available additional
shares of the Trust (or any Portfolio) pursuant to the terms and conditions
of this Agreement for all Contracts in effect on the effective
17
date of termination of this Agreement provided that the Company continues to
pay the costs set forth in Article II.
6.3. The provisions of Article V and Section 8.11 shall survive the
termination of this Agreement and the provisions of Article IV and Section
2.12 shall survive the termination of this Agreement as long as shares of
the Trust are held on behalf of Contract owners in accordance with Section
6.2.
ARTICLE VII
NOTICES
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth
below or at such other address as such party may from time to time specify
in writing to the other party.
If to the Trust:
----------------
Evergreen Funds
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Attention: Legal Department
If to the Company:
------------------
American Enterprise Life Insurance Company
IDS Life Insurance Company
0000 Xxxxxxxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Vice President
With a copy to:
--------------
RiverSource Distributors, Inc.
50607 AXP Financial Center
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: General Counsel's Office
ARTICLE VIII
MISCELLANEOUS
8.1. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
8.2. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
8.3. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the
Agreement shall not be affected thereby.
18
8.4. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
8.5. The parties to this Agreement acknowledge and agree that all
liabilities of the Trust arising directly or indirectly under this
Agreement, of any and every nature whatsoever, shall be satisfied solely out
of the assets of the Trust and that no Trustee, officer, agent or holder of
shares of beneficial interest of the Trust shall be personally liable for
any such liabilities.
8.6. Each party shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the
Commission, the NASD and state insurance regulators) and shall permit such
authorities reasonable access to its books and records in connection with
any investigation or inquiry relating to this Agreement or the transactions
contemplated hereby.
8.7. The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to
under state and federal laws.
8.8. The parties to this Agreement acknowledge and agree that this
Agreement shall not be exclusive in any respect.
8.9. This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors and assigns, provided that no
party may assign this Agreement without the prior written consent of the
other party.
8.10. No provisions of this Agreement may be amended or modified in
any manner except by a written agreement properly authorized and executed by
both parties.
8.11. 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 the Company and its
subsidiaries, affiliates and licensees (collectively the "Protected Parties"
for purposes of this Section 8.11), 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.
(b) The Trust shall not use or disclose Confidential Information
for any purpose other than to carry out the purpose for which Confidential
Information was provided to the Trust as set forth in the Agreement; and the
Trust agrees to cause all its employees, agents and representatives, or any
other party to whom the Trust may provide access to or disclose Confidential
Information to limit the use and disclosure of Confidential Information to
that purpose.
(c) The Trust acknowledges that all computer programs and
procedures or other information developed or used by the Protected Parties
or any of their employees or agents
19
in connection with the Company's performance of its duties under this
Agreement are the valuable property of the Protected Parties.
(d) The Trust 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; the Trust further agrees to cause all its agents, representatives
or subcontractors of, or any other party to whom the Trust may provide
access to or disclose Confidential Information to implement appropriate
measures designed to meet the objectives set forth in this Section 8.11.
(e) The Trust acknowledges that any breach of the agreements in
this Section 8.11. 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. The provisions contained in this Section 8.11 will survive any
termination of this Agreement.
IN WITNESS WHEREOF, the parties have each caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative
as of the date and year first above written.
AMERICAN ENTERPRISE LIFE EVERGREEN VARIABLE ANNUITY
INSURANCE COMPANY TRUST
IDS LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxx III By: /s/ Xxxxxx X. Xxxxx
--------------------------------------- --------------------------
Name: Xxxxxxx X. Xxxxx III Name: Xxxxx X. Xxxxx
Title: Vice President of each Company Title: Assistant Secretary
ATTEST:
By: /s/ Xxxxx Xxxxxx
---------------------------------------
Name: Xxxxx Xxxxxx
Title: Assistant Secretary of each Company
20
SCHEDULE A
American Enterprise Life Insurance Company
Separate Account, Contracts and Designated Portfolios
NAME OF SEPARATE ACCOUNT AND DATE
---------------------------------
ESTABLISHED BY BOARD OF DIRECTORS:
----------------------------------
American Enterprise Variable Annuity Account
Established July 15, 1987
(Effective January 2, 2007: RiverSource Variable Annuity Account)
CONTRACTS FUNDED BY SEPARATE ACCOUNT:
-------------------------------------
Evergreen Essential(SM) Select Variable Annuity
Evergreen Privilege(SM) Select Variable Annuity
Evergreen Essential(SM) Variable Annuity
Evergreen New Solutions Select Variable Annuity
Evergreen New Solutions Variable Annuity
Evergreen Privilege(SM) Variable Annuity
Evergreen Pathways(SM) Select Variable Annuity
Evergreen Pathways(SM) Variable Annuity
RiverSource New Solutions(R) Variable Annuity
Designated Portfolios:
Evergreen VA Core Bond Fund--Class 2
Evergreen VA Balanced Fund--Class 2
Evergreen VA Omega Fund--Class 1 and 2
Evergreen VA Growth Fund--Class 2
Evergreen VA High Income Fund--Class 2
Evergreen VA Special Values Fund--Class 1 and 2
Evergreen VA Fundamental Large Cap Fund--Class 1 and 2
Evergreen VA International Equity Fund--Class 1 and 2
Evergreen VA Strategic Income Fund--Class 1 and 2
21
IDS Life Insurance Company
Separate Accounts, Contracts and Designated Portfolios
------------------------------------------------------
NAME OF SEPARATE ACCOUNTS AND DATE
----------------------------------
ESTABLISHED BY BOARD OF DIRECTORS:
----------------------------------
IDS Life Variable Account 10,
Established August 23, 1995
(Effective January 2, 2007: RiverSource Variable Account 10)
IDS Life Variable Life Separate Account
Established October 16, 1985
(Effective January 2, 2007: RiverSource Variable Life Separate Account)
CONTRACTS FUNDED BY IDS LIFE VARIABLE ACCOUNT 10:
-------------------------------------------------
RiverSource Retirement Advisor 4 Advantage(SM) Variable Annuity
RiverSource Retirement Advisor 4 Select(SM) Variable Annuity
RiverSource Retirement Advisor 4 Access(SM) Variable Annuity
RiverSource Retirement Advisor Advantage Plus(SM) Variable Annuity
RiverSource Retirement Advisor Select Plus(SM) Variable Annuity
RiverSource Retirement Advisor Advantage(SM) Variable Annuity
RiverSource Retirement Advisor Select(SM) Variable Annuity
Designated Portfolios:
VA Fundamental Large Cap Fund--Class 2
VA International Equity Fund--Class 2
CONTRACTS FUNDED BY IDS LIFE VARIABLE LIFE SEPARATE ACCOUNT:
-----------------------------------------------------------
RiverSource Single Premium Variable Life Insurance
RiverSource(SM) Variable Universal Life IV
RiverSource(SM) Variable Universal Life IV - Estate Series
Designated Portfolios:
VA Fundamental Large Cap Fund--Class 2
22
