Exhibit 8.5
First Amendment to Fund Participation Agreement
The Fund Participation Agreement, dated as of the 22nd day of December
1998, between American Fidelity Dual Strategy Fund, Inc., an open-end management
investment company organized as a Maryland corporation, and American Fidelity
Assurance Company, a life insurance company organized and domiciled under the
laws of the State of Oklahoma (the "Agreement") is hereby amended as follows:
Schedule A is hereby amended to read in its entirety as follows:
"SCHEDULE A
Segregated Accounts of American Fidelity Assurance Company Participating in
American Fidelity Dual Strategy Fund, Inc.
Name of Separate Account Effective Date of Participation
American Fidelity January 1, 1999
Separate Account A
American Fidelity May 1, 1999"
Separate Account B
This amendment shall be treated as though it had been in full force and
effect since the date of the Agreement. All other terms and provisions of the
Agreement not amended hereby shall remain in full force and effect.
AMERICAN FIDELITY ASSURANCE COMPANY
By: /s/ XXXX X. XXX
Name: Xxxx X. Xxx
Title: President
AMERICAN FIDELITY DUAL STRATEGY FUND,
INC.
By: /s/ XXXX X. XXX
Name: Xxxx X. Xxx
Title: Chairman of the Board and President
