Exhibit 8(h)
AMENDMENT NO. 1
To The
PARTICIPATION AGREEMENT
Among
XXX XXXXXX LIFE INVESTMENT TRUST,
XXX XXXXXX FUNDS INC.,
XXX XXXXXX ASSET MANAGEMENT INC.,
And
ALLSTATE LIFE INSURANCE COMPANY
WHEREAS, Allstate Life Insurance Company ("Company"), Xxx Xxxxxx Life Investment
Trust ("Fund"), Xxx Xxxxxx Funds Inc. ("Underwriter") and Xxx Xxxxxx Asset
Management Inc. ("Adviser") have previously entered into a Participation
Agreement dated October 1, 2001 ("Agreement"); and
WHEREAS, the Fund has agreed to provide Class II Shares to the separate accounts
listed in Schedule A of the Agreement; and
WHEREAS, each of the parties hereto desires to amend and restate Schedule B to
the Agreement.
NOW, THEREFORE, each of the parties hereby amends the Agreement as follows:
1. Schedule B is hereby amended and restated, and replaced in its
entirety by the Schedule B attached hereto.
2. All capitalized terms used in this Amendment No. 1 shall have the
meaning assigned in the Agreement. Except as set forth in this
Amendment No. 1, no other modifications or changes are made to the
Agreement.
3. This Amendment No. 1 may be executed in one or more counterparts,
each of which shall be deemed an original and all of which
together will be deemed one and the same document.
IN WITNESS WHEREOF, each of the parties have caused this Amendment No. 1 to be
executed in their names and on their behalf and through their duly authorized
offices, as of this 1st day of May, 2002.
ALLSTATE LIFE INSURANCE COMPANY
-----------------------------------------
By: Title:
XXX XXXXXX LIFE INVESTMENT TRUST XXX XXXXXX FUNDS INC.
----------------------------------------- -----------------------------
By: By: Title:
XXX XXXXXX ASSET MANAGEMENT INC.
----------------------------------
By: Title:
SCHEDULE B
PARTICIPATING XXX XXXXXX LIFE INVESTMENT TRUST PORTFOLIOS
Xxxxxxxx Portfolio - Class II Shares
Growth and Income Portfolio - Class II Shares
May 1, 2002
Exhibit 8(k)
AMENDMENT TO PARTICIPATION AGREEMENT
This AMENDMENT TO PARTICIPATION AGREEMENT (the "Amendment") is made and
entered into as of this _____day of ________, 2002, by and among ALLSTATE LIFE
INSURANCE COMPANY (the "Company"), on its own behalf and on behalf of each
separate account of the Company identified in the Participation Agreement (as
defined below), THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (the "Fund") and XXXXXX
XXXXXXX INVESTMENT MANAGEMENT INC. (the "Adviser").
WHEREAS, the Company, the Fund, the Adviser and Xxxxxx Xxxxxxx
Investments LP ("MSI") have entered into a Participation Agreement dated as of
October 1, 2001, as such agreement may be amended from time to time (the
"Participation Agreement"); and
WHEREAS, effective May 1, 2002, MSI assigned to the Adviser all of the
rights and obligations of MSI under the Participation Agreement and the Adviser
accepted assignment of such rights and assumed corresponding obligations from
MSI on such terms; and
WHEREAS, the Company, the Fund and the Adviser wish to make Class II
shares of the Portfolios of the Fund identified on Schedule B hereto available
under the Participation Agreement; and
WHEREAS, the Company, the Fund and the Adviser wish to amend the
Participation Agreement in certain respects.
NOW, THEREFORE, in consideration of their mutual promises, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company, the Fund and the Adviser agree to amend the
Participation Agreement as follows:
1. Schedule A of the Participation Agreement is deleted and replaced in
its entirety with the attached Schedule A.
2. Schedule B of the Participation Agreement is deleted and replaced in
its entirety with the attached Schedule B.
3. All references in the Participation Agreement to "shares" of a
Portfolio shall mean the class or classes of shares specifically identified on
Schedule B.
4. The text of Section 5.1 of the Participation Agreement is deleted
and replaced in its entirety with the following: "The Fund shall pay no fee or
other compensation to the Company under this Agreement, except that if the Fund
or any Portfolio adopts and implements a service plan and/or a plan pursuant to
Rule 12b-1, then the Underwriter may make payments to the Company or to the
underwriter for the Contracts pursuant to such plans if and in amounts agreed to
by the Underwriter in writing."
5. Except as provided herein, the Participation Agreement shall remain
in full force and effect. This Amendment and the Participation Agreement, as
amended, constitute the entire agreement between the parties hereto pertaining
to the subject matter hereof and fully supersede any and all prior agreements or
understandings between the parties hereto pertaining to the subject matter
hereof. In the event of any conflict between the terms of this Amendment and the
Participation Agreement, the terms of this Amendment shall control.
6. This Amendment may be amended only by written instrument executed by
each party hereto.
7. This Amendment shall be effective as of the date written above.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed in its name and on its behalf by its duly authorized
representative and its seal hereunder affixed hereto as of the date specified
above.
ALLSTATE LIFE INSURANCE COMPANY
By: _______________________________
Name: Xxxxxxx Xxxxxx Pas
Title: Assistant Vice President
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
By: _______________________________
Name:
Title:
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
By: _______________________________
Name:
Title:
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
Name of Separate Account and Form Number and Name of
Date Established by Board of Directors Contract Funded by Separate Account
Allstate Financial Advisors Allstate Personal Retirement Manager
Separate Account I (LU10133)
(Established May 3, 1999)
Allstate Life Insurance Company Allstate Advisor
Separate Account A (PA124)
(Established January 29, 1999)
Allstate Advisor Plus
(PA151)
Allstate Advisor Preferred II
(PA152)
Allstate Advisor Apex
(TBD)
A-1
SCHEDULE B
PORTFOLIOS OF THE UNIVERSAL INSTITUTIONAL
FUNDS, INC. AVAILABLE UNDER THIS AGREEMENT
Class I Shares
High Yield Portfolio - Class I Shares
Class II Shares
Active International Allocation Portfolio - Class II Shares
Emerging Markets Debt Portfolio - Class II Shares
U.S. Real Estate Portfolio - Class II Shares
B-1
