Exhibit 9(c)(3)
AMENDMENT TO PARTICIPATION AGREEMENT
AMENDMENT to Participation Agreement (the "Agreement") made as of May 2,
1988, by and between XXXXXXX VARIABLE LIFE INVESTMENT FUND (the "Fund"), a
Massachusetts business trust created under a Declaration of Trust dated March
15, 1985, with a principal place of business in Boston, Massachusetts, and
CHARTER NATIONAL LIFE INSURANCE COMPANY (the "Company"), a Missouri corporation
with a principal place of business in St. Louis, Missouri.
WHEREAS, the Fund and the Company wish to amend the Agreement in certain
respects;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
1. Subparagraph (c) of Paragraph 1 of the Agreement is hereby deleted and
the following is substituted therefor:
(c) The "Company's proportionate share of the excess expenses of a
Portfolio" for any fiscal year shall mean a Portfolio's total expenses for
such year minus, in the case of all Portfolios except the Managed
International Portfolio and Managed Natural Resources Portfolio, .75 of
1%, and in the case of Managed International Portfolio arid Managed
Natural Resources Portfolio, 1.5%, of the Portfolio's average daily net
assets for such year multiplied by a fraction the denominator of which is
the average daily net assets of the Portfolio and the numerator of which
is the average daily net asset value of the Shares of the Portfolio owned
by the Company, the separate account or accounts of the Company, and any
insurance company or the separate account or accounts of such insurance
company which is an affiliate thereof which is not a Participating
Insurance Company (each individually referred to herein as a
"Participating Shareholder").
2. The first two undesignated paragraphs of Paragraph 9 of the Agreement
are hereby deleted and the following are substituted therefor:
9. Compliance
The Fund will comply with the provisions of Section 4240(a) of the
New York Insurance Law.
Each Portfolio of the Fund will comply with the provisions of
Section 817(h) of the Internal Revenue Code 1986, as amended (the "Code"),
relating to diversification requirements for variable annuity, endowment
and life insurance contracts. Specifically, each Portfolio will comply
with either (i) the requirement of Section 817(h)(1) of the Code that its
assets be adequately diversified, or (ii) the "Safe Harbor for
Diversification" specified in Section 817(h)(2) of the Code, or (iii) the
diversification requirement of Section 817(h)(1) of the Code by having all
or part of its assets invested in U.S. Treasury securities which qualify
for the "Special Rule for Investments in United States Obligations"
specified in Section 817(h)(3) of the Code.
3. As of the date hereof, this amendment supercedes all prior
amendments.
IN WINTESS WHEREOF, each of the Parties has caused this instrument to be
executed in its name and behalf by its duty authorized representative and its
seal to be hereunder affixed as of the 2nd day of May, 1988.
XXXXXXX VARIABLE LIFE INVESTMENT FUND
By /s/ Xxxxx X. Xxxxx
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President
CHARTER NATIONAL LIFE INSURANCE COMPANY
By /s/ Xxxxxxx X. Xxxxx, Xx.
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Title:
