AMENDMENT 3 TO
PARTICIPATION AGREEMENT
Among
XXXXXX CAPITAL MANAGER TRUST
(now known as Xxxxxx Variable Trust)
XXXXXX MUTUAL FUNDS CORP.
and
AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
THIS AMENDMENT 3 TO PARTICIPATION AGREEMENT ("Amendment 3") is made and entered
into this day of , 1998 by and among Xxxxxx Variable Trust (formerly Xxxxxx
Capital Manager Trust) (the "Fund"); Xxxxxx Mutual Funds Corp. (the
"Distributor"); and American Enterprise Life Insurance Company (the "Company").
WHEREAS, the Company, the Fund and the Distributor are parties to the
Participation Agreement dated January 16, 1995, as amended April 30, 1997 and
October 30, 1997 (the "Agreement"); and
WHEREAS, the parties now desire to amend the Agreement so that an enhanced
flexible premium variable annuity contract may invest in the Authorized Funds
and to provide that such annuity will invest in Class IB Shares of the
Authorized Funds;
NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund
and the Distributor agree as follows:
1. Amendment to Schedule A. In accordance with the terms of the Agreement,
the parties hereby amend Schedule A to read as follows:
Schedule A
Contracts
American Enterprise Variable Annuity Account, established July 15, 1987.
AEL Personal Portfoliosm and AEL Personal Portfolio Plus offer the
following Authorized Funds as investment options:
Xxxxxx VT Diversified Income Fund - Class IA Shares
Xxxxxx VT Growth and Income Fund - Class IA Shares
Xxxxxx VT New Opportunities Fund - Class IA Shares
Xxxxxx VT High Yield Fund - Class IA Shares
AEL Personal Portfolio Plus2 offers the following Authorized Funds as
investment options:
Xxxxxx VT Diversified Income Fund - Class IB Shares
Xxxxxx VT Growth and Income Fund - Class IB Shares
Xxxxxx VT High Yield Fund - Class IB Shares
Xxxxxx VT Voyager Fund - Class IB Shares
AEL Preferredsm, distributed through TCF, offers the following
Authorized Funds as investment options:
Xxxxxx VT Diversified Income Fund - Class IA Shares
Xxxxxx VT Growth and Income Fund - Class IA Shares
Xxxxxx VT New Opportunities Fund - Class IA Shares
Xxxxxx VT Voyager Fund - Class IA Shares
Xxxxxx VT Global Growth Fund - Class IA Shares
2. Service Fees. With respect to any investment in Class IB Shares of the
Authorized Funds:
a) Provided the Company complies with its obligations under the
Agreement, the Distributor will pay the Company a service fee
(the "Service Fee") on shares of the Authorized Funds held in
the Account at the rate of 0.15% per annum.
b) The Company understands and agrees that all Service Fee
payments are subject to the limitations contained in each
Authorized Fund's Distribution Plan, which may be varied or
discontinued at any time, and understands and agrees that it
will cease to receive such Service Fee Payments with respect
to an Authorized Fund if the Authorized Fund ceases to pay
fees to the Distributor pursuant to its Distribution Plan.
c) The Company's failure to provide the services described in
Section 2(e) below or otherwise to comply with the terms of
the Agreement will render it ineligible to receive Service
Fees.
d) Except as described in Sections 2(b) and 2(c) above, the Distributor
will pay the Company the Service Fees unless it is not permissible to
continue such Service Fee arrangement under applicable laws, rules or
regulations. The Service Fee arrangement may be terminated: (A) in
writing by either party upon sixty (60) days' advance written notice
to the other party; or (B) if the Agreement is terminated, however,
the Service Fee will continue to be due and payable with respect to
shares of the Authorized Funds attributable to Contracts in effect on
the effective date of termination of the Service Fee arrangement.
e) The Company will provide the following services to Contract
owners who allocate purchase payments to subaccounts of the
Account investing in the Authorized Funds:
i) Maintain regular contact with Contract owners and
assist in answering inquiries concerning the
Authorized Funds;
ii) Assist in printing and/or distributing shareholder
reports, prospectuses, service literature and sales
literature or other promotional materials provided by
the Distributor;
iii) Assist the Distributor and its affiliates in the
establishment and maintenance of Contract owner and
shareholder accounts and records;
iv) Assist Contract owners in effecting administrative
changes, such as exchanging into or out of the
subaccounts of the Account investing in shares of the
Authorized Funds;
v) Assist in processing purchase and redemption
transactions; and
vi) Provide any other information or services as the
Contract owners of the Distributor may reasonably
request.
The Company will support the Distributor's marketing and
servicing efforts for granting reasonable requests for visits
to the Company's offices by representatives of the
Distributor.
f) The Company's compliance with the service requirement set
forth in this Amendment 3 will be evaluated from time to time
by the Distributor's monitoring of redemption levels of
Authorized Fund shares held in the Account and by such other
methods as the Distributor deems appropriate.
3. Definitions. Terms not defined in this Amendment 3 will have the
meaning as those terms defined in the Agreement.
4. Counterparts. This Amendment 3 may be executed 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 has caused this Amendment 3 to be
executed in its name and behalf by its duly authorized representatives as of the
date specified above.
XXXXXX VARIABLE TRUST XXXXXX MUTUAL FUNDS CORP.
By: By:
Name: Name:
Title: Title:
AMERICAN ENTERPRISE LIFE INSURANCE COMPANY ATTEST:
By: By:
Name: Name:
Title: Title:
