AMENDMENT 5 TO
PARTICIPATION AGREEMENT
Among
XXXXXX VARIABLE TRUST
XXXXXX RETAIL MANAGEMENT, L.P.
And
AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
THIS AMENDMENT 5 TO PARTICIPATION AGREEMENT ("Amendment 5") 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 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,
October 30, 1997, August 21, 1998 and June 15, 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 Article XI of the Agreement, the Company hereby
updates its address for the purpose of receiving notice as follows:
If to the Company:
American Enterprise 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:
American Enterprise Life Insurance Company
c/o American Express Financial Advisors Inc.
50607 AXP Financial Center
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Counsel
2. Proprietary and Confidential Information. The following shall be added to
the end of Article XII:
12.8 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 12.8), 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.
(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 12.8.
(e) Each party acknowledges that any breach of the agreements in this
Section 12.8 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 12.8 shall survive the termination of this Agreement.
3. 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.
AEL Personal Portfolio Plus Variable Annuity and AEL Personal
Portfolio(SM) Variable Annuity 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 High Yield Fund--Class IA Shares
Xxxxxx VT New Opportunities Fund--Class IA Shares
AEL Personal Portfolio Plus(2) Variable Annuity 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
American Express New Solutions Variable Annuity(SM) offers the
following Authorized Funds as investment options:
Xxxxxx VT Growth and Income Fund--Class IB Shares
Xxxxxx VT International New Opportunities Fund--Class IB Shares
Xxxxxx VT Vista Fund--Class IB Shares
American Express Signature Variable Annuity(SM) offers the following
Authorized Funds as investment options:
Xxxxxx VT Growth and Income Fund--Class IB Shares
Xxxxxx VT International Growth Fund--Class IB Share
Xxxxxx VT International New Opportunities Fund--Class IB Shares
American Express(R) Galaxy Premier Variable Annuity and American
Express Platinum Variable Annuity(SM) offer the following Authorized
Funds as investment options:
Xxxxxx VT Growth and Income Fund--Class IB Shares
Xxxxxx VT International Growth Fund--Class IB Shares
Xxxxxx VT Vista Fund--Class IB Shares
Xxxxx Fargo Advantage(SM) Variable Annuity and Xxxxx Fargo
Advantage(SM) Builder Variable Annuity offer the following Authorized
Funds as investment options:
Xxxxxx VT International Growth Fund--Class IB Shares
Xxxxxx VT Vista Fund--Class IB Shares
American Express Pinnacle Variable Annuity(SM) and American Express
FlexChoice(SM) Variable Annuity offers the following Authorized Funds
as investment options:
Xxxxxx VT Growth and Income Fund--Class IB Shares
Xxxxxx VT Income Fund--Class IB Shares
Xxxxxx VT International Growth Fund--Class IB Shares
Xxxxxx VT Vista Fund--Class IB Shares
AEL Preferred(SM) Variable Annuity offers the following Authorized
Funds as investment options:
Xxxxxx VT Diversified Income Fund--Class IA Shares
Xxxxxx VT Global Growth 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
American Enterprise Variable Life Account.
American Express Signature Variable Universal Life(SM) offers the
following Authorized Funds as investment options:
Xxxxxx VT Growth and Income Fund--Class IB Shares
Xxxxxx VT International Growth Fund--Class IB Shares
Xxxxxx VT International New Opportunities Fund--Class IB Shares
4. Service Fees.
The annual rate for the Service Fees is hereby amended to 0.25% per annum.
5. Definitions. Terms not defined in this Amendment 5 will have the meaning as
those terms defined in the Agreement.
6. Counterparts. This Amendment 5 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 5 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: Senior Vice President
AMERICAN ENTERPRISE 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
