AMENDMENT TO PARTICIPATION AGREEMENT
This amendment to the Restatement of Participation Agreement ("Amendment")
is entered into and is effective this 10th day of December, 2001 by and among
IDS Life Insurance Company of New York ("Company"), the portfolios of the Credit
Suisse Warburg Pincus Trust, formerly known as the Warburg Pincus Trust (the
"Trust"), listed on Schedule 2 (each such portfolio, a "Fund," and collectively,
the "Funds"), Credit Suisse Asset Management Securities, Inc. ("CSAMSI"),
formerly known as Counsellors Securities, Inc. ("CSI") and Credit Suisse Asset
Management, Inc. ("CSAM"), successor to Warburg Pincus Asset Management, Inc.
("Warburg").
WHEREAS, The Company, Warburg, the Trust and CSI entered into that certain
Participation Agreement dated October 7, 1996, which was amended and restated as
of June 10, 1999 (as amended and restated, the "Agreement");
WHEREAS, On or about June 10, 1999, CSI assigned its duties and obligations
pursuant to PDI, and the duties and obligations of PDI were subsequently
assigned to CSAMSI;
WHEREAS, the parties to this Amendment wish to amend the Agreement to
comply with applicable federal and state privacy laws and regulations;
WHEREAS, the Company wishes to update its address for notice purposes
pursuant to the terms of the Agreement; and
WHEREAS, the Company now desires to add an Account to those that offer
certain Portfolios of the Credit Suisse Warburg Pincus Trust, to expand the
number of Portfolios of the Credit Suisse Warburg Pincus Trust made available as
underlying investment media for the Contracts and to offer a Designated
Portfolio as an underlying investment option under certain variable life
insurance policies and variable annuity contracts which invest in the Funds.
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. Section 12.1 is hereby deleted in its entirety and is replaced with the
following:
12.1. Notwithstanding anything to the contrary contained in this Agreement,
in addition to and not in lieu of other provisions in this Agreement:
(a) The Fund, CSAM and CSAMSI acknowledge that the identities of the
customers of the Company or any of its affiliates (collectively,
the "Company Protected Parties") for purposes of this Section
12.1), information maintained regarding those customers, and all
computer programs and procedures or any other information
developed or used by the Company Protected Parties or any of
their employees or agents in connection with the Company's
performance of its duties under this Agreement (such information
referred to herein as "Company Information") are the valuable
property of the Company Protected Parties. The Fund, CSAM and
CSAMSI agree that if they come into possession of any Company
Information, other than such information as is publicly available
or as may be independently developed or compiled by the Fund,
CSAM or CSAMSI from information supplied to them by the Companies
Protected Parties' customers who also maintain accounts directly
with the Fund, CSAM or CSAMSI, the Fund, CSAM and CSAMSI will
hold such Company Information in confidence and refrain from
using, disclosing or distributing any of the Company Information
except: (a) with the Company's prior written consent; (b) as
required by law or judicial process; or (c) to carry out the
Fund's, CSAM's or CSAMSI's duties and obligations pursuant to
this Agreement. The Company acknowledges that the identities of
the customers of the Fund, CSAM, CSAMSI or any of their
affiliates (collectively the "CSAM Protected Parties") for
purposes of this Section 12.1), information maintained regarding
those customers, and all computer programs and procedures or any
other information developed or used by CSAM Protected Parties or
any of their employees or agents in connection with the Funds',
CSAM's or CSAMSI's performance of their respective duties under
this Agreement (such information referred to herein as the "CSAM
Information") are the valuable property of CSAM Protected
Parties. The Company agrees that if it comes into possession of
any of the CSAM Information, other than such information as is
publicly available or as may be independently developed or
compiled by the Company from information supplied to it by CSAM
Protected Parties' customers who also maintain accounts directly
with the Company, the Company will hold the CSAM Information in
confidence and refrain from using, disclosing or distributing any
of the CSAM Information except: (a) with the Fund's, CSAM's or
CSAMSI's prior written consent; (b) as required by law or
judicial process; or (c) to carry out the Company's duties and
obligations pursuant to this Agreement. Each party acknowledges
that any breach of the agreements in this Section 12.1 would
result in immediate and irreparable harm to the other parties for
which there would be no adequate remedy at law and agree in the
event of such a breach, the other parties will be entitled to
equitable relief by way of temporary and permanent injunctions,
as well as other relief as any court of competent jurisdiction
deems appropriate.
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(b) The Fund, CSAM and CSAMSI agree to cause all their employees,
agents and representatives, or any other party to whom the Fund,
CSAM or CSAMSI may provide access to or disclose the Company
Information to limit the use and disclosure of the Company
Information to that purpose. The Company agrees to cause all its
employees, agents and representatives, or any other party to whom
the Company may provide access to or disclose the CSAM
Information, to limit the use and disclosure of the CSAM
Information to that purpose.
(c) Each party hereto agrees to implement appropriate measures
designed to ensure the security and confidentiality of the
Company Information and the CSAM Information, as may be
applicable, to protect such information against any anticipated
threat or hazard to the security or integrity of such
information, and to protect against unauthorized access to, or
use of, such information that could result in substantial harm or
inconvenience to any customer of the respective parties; each
party further agrees to cause all their agents, representatives
or subcontractors to implement appropriate measures designed to
meet the objectives set forth in this paragraph.
(d) Each party acknowledges that any breach of the agreements in this
Section 12.1 would result in immediate and irreparable harm to
the other parties for which there would be no adequate remedy at
law and agree in the event of such a breach, the other parties
will be entitled to equitable relief by way of temporary and
permanent injunctions, as well as other relief as any court of
competent jurisdiction deems appropriate. This Section 12.1 shall
survive termination of the Agreement.
2. In accordance with Section 11.1 of the Agreement, each party hereto hereby
updates its address for the purpose of giving and receiving notice as
follows:
If to the Company:
IDS Life Insurance Company of New York
249 AXP Financial Center
Xxxxxxxxxxx, Xxxxxxxxxxx 00000
Attention: President
with a copy to:
IDS Life Insurance Company of Xxx Xxxx
00000 AXP Financial Center
Xxxxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Counsel
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If to the Fund, CSAM or CSAMSI:
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
3. Schedule 1 is hereby deleted in its entirety and is replaced with the
Schedule 1 attached hereto and incorporated by reference.
4. 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.
IDS LIFE INSURANCE COMPANY Attest:
OF NEW YORK
By: By:
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Printed Printed
Name: Xxxxxxxx X. Xxxxxxxx Name: Xxxx Xxxxx Xxxxxxx
As Its: President As Its: Assistant Secretary
CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC.
By:
----------------------------
Printed
Name: Xxx Xxxxxx
----------------------------
As Its: Secretary
----------------------------
CREDIT SUISSE ASSET MANAGEMENT, INC.
By:
----------------------------
Printed
Name: Xxx Xxxxxx
----------------------------
As Its: Managing Director
----------------------------
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Credit Suisse Warburg Pincus Trust
By:
----------------------------
Printed
Name: Xxx Xxxxxx
As Its: Secretary
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Schedule 1
PARTICIPATION AGREEMENT
By and Among
IDS LIFE INSURANCE COMPANY OF NEW YORK
and
CREDIT SUISSE WARBURG PINCUS TRUST
and
CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC.
and
CREDIT SUISSE ASSET MANAGEMENT, INC.
The following separate accounts of IDS Life Insurance Company of New York are
permitted in accordance with the provisions of this Agreement to invest in the
Designated Portfolios of the Fund(s) shown in Schedule 2:
IDS Life of New York Variable Annuity Account (formerly IDS Life of New
York Portfolio Annuity Account, established April 17, 1996).
IDS Life of New York Account 8 established September 12, 1985.
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SCHEDULE 2
All portfolios of the Credit Suisse Warburg Pincus Trust available for sale,
including, but not limited to, the following:
Small Company Growth Portfolio
Emerging Growth Portfolio
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