AMENDMENT 1 TO PARTICIPATION AGREEMENT
By and Among
IDS LIFE INSURANCE COMPANY
And
WARBURG PINCUS TRUST
And
CREDIT SUISSE ASSET MANAGEMENT, LLC
And
CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC.
THIS AMENDMENT 1 TO PARTICIPATION AGREEMENT ("Amendment 1") is
effective as of April 30, 1999, by and among IDS LIFE INSURANCE COMPANY (the
"Company"), WARBURG PINCUS TRUST (the "Fund"), CREDIT SUISSE ASSET MANAGEMENT,
LLC. (the "Adviser" ) and CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC.
("CSAMSI"). Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Agreement (defined below).
WHEREAS, the Company, the Fund, Warburg, Xxxxxx Counsellors, Inc. and
Counsellors Securities, Inc. are parties to the Participation Agreement dated
March 1, 1996 (the "Agreement") in connection with the participation by the
Funds in Contracts offered by the Company to its clients; and
WHEREAS, since the date of the Agreement, Warburg, Xxxxxx Counsellors, Inc.
changed its name to Warburg Pincus Asset Management, Inc. and was merged into
Credit Suisse Asset Management, LLC; and
WHEREAS, since the date of this Agreement, Counsellors Securities Inc.
changed its name to Credit Suisse Asset Management Securities, Inc.; and
WHEREAS, the Company now desires to add an Account to those that offer
certain Portfolios of the Warburg Pincus Trust, to expand the number of
Portfolios of the 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 which invest in
the Fund; and
WHEREAS, the parties to this Amendment 1 now desire to modify the Agreement
as provided herein.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:
1. Addition of Variable Life Insurance. The fifth "Whereas" clause
of the Agreement is hereby deleted in its entirety and replaced with the
following language:
WHEREAS, the Company has registered or will register certain variable
annuity and variable life insurance contracts (the "Contracts") under the 1933
Act; and"
2. Amendment to Sales Material and Information Provision. Section 4.8
is hereby deleted in its entirety and replaced with the following language:
4.8 The Fund and Warburg hereby consent to the Company's
use of the name "Warburg Pincus Trust" followed by
the names of the Designated Portfolios named in
Schedule 2, as such schedule may be amended from time
to time, and the name "Credit Suisse Asset
Management, LLC" in connection with the marketing of
the Contracts, subject to the terms of Sections 4.1
and 4.2 of this Agreement. Such consent will
terminate with the termination of this Agreement.
3. Amendment to Notices Provision. In Section 11.1, the reference
under notices "If to the Company" to Xxx Xxxxxxxxx, Manager, Product
Development, is hereby deleted in its entirety and replaced with a reference
to "President" and the reference under notices "If to the Fund, the Adviser
and/or CSAMSI" to Xxxxxx X. Xxxxx, Senior Vice President is hereby deleted in
its entirety and replaced with a reference to "Legal Department."
4. Amendment to Schedule 1. Schedule 1 of the Agreement is hereby
amended to read as follows:
Schedule 1
PARTICIPATION AGREEMENT
By and Among
IDS LIFE INSURANCE COMPANY
And
WARBURG PINCUS TRUST
And
CREDIT SUISSE ASSET MANAGEMENT LLC
And
CREDIT STUISSE ASSET MANAGEMENT SECURITIES, INC.
The following separate accounts of IDS Life Insurance Company are permitted in
accordance with the provisions of this Agreement to invest in Designated
Portfolios of the Fund shown in Schedule 2:
IDS Life Variable Account 10, established August 23, 1995.
IDS Life Variable Life Separate Account, established October 16, 1985
April 15, 1999
5. Amendment to Schedule 2. Schedule 2 of the Agreement is hereby
amended to read as follows:
Schedule 2
PARTICIPATION AGREEMENT
By and Among
IDS LIFE INSURANCE COMPANY
And
WARBURG PINCUS TRUST
And
CREDIT SUISSE ASSET MANAGEMENT LLC
And
CREDIT STUISSE ASSET MANAGEMENT SECURITIES, INC.
The Separate Accounts shown on Schedule 1 may invest in the following Designated
Portfolios of the Warburg Pincus Trust:
IDS Life Variable Account 10
Small Company Growth Portfolio
Emerging Growth Portfolio
IDS Life Variable Life Separate Account
Small Company Growth Portfolio
April 15, 1999
6. Ratification and Confirmation of Agreement. In the event of a
conflict between the terms of this Amendment 1 and the Agreement, it is the
intention of the parties that the terms of this Amendment 1 shall control and
the Agreement shall be interpreted on that basis. To the extent the provisions
of the Agreement have not been amended by this Amendment 1, the parties hereby
confirm and ratify the Agreement.
7. Counterparts. This Amendment 1 may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute on instrument.
8. Full Force and Effect. Except as expressly supplemented, amended or
consented to hereby, all of the representations, warranties, terms, covenants
and conditions of the Agreement shall remain unamended and shall continue to be
in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment 1 as
of the date first above written.
IDS LIFE INSURANCE COMPANY WARBURG PINCUS TRUST
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: President Name: Xxxxxx X. Xxxxx
Title: Assistant Secretary
CREDIT SUISSE ASSET MANAGEMENT LLC
ATTEST
By: /s/ Xxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Secretary Name: Xxxxx X. Xxxxxxxxx
Title: Vice President & Chief
Compliance Officer
CREDIT SUISSE ASSET MANAGEMENT
SECURITIES, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President & Chief
Compliance Officer
