AMENDMENT TO ADMINISTRAIVE SERVICES LETTER
BETWEEN AMERICAN PARTNERS LIFE INSURANCE COMPANY,
AMERICAN CENTURION LIFE ASSURANCE COMPANY,
AND INVESCO FUNDS GROUP, INC.
WHEREAS, INVESCO Funds Group, Inc. ("INVESCO") and American Partners Life
insurance Company ("American Partners Life") and American Centurion Life
Assurance Company ("American Centurion Life," collectively the "Insurance
Companies"), have entered into a certain Administrative Services letter
effective as of the 21st day of October, 1996 ("Letter"); and
WHEREAS, the parties desire to amend said Letter in the manner hereinafter
set forth;
NOW, THEREFORE, the parties hereby amend the Letter in the following form:
The first paragraph of Section 2 is deleted in its entirety and replaced
with the following:
2. ADMINISTRATIVE EXPENSE PAYMENTS. In consideration of the anticipated
administrative expense savings resulting to INVESCO from the Insurance
Companies' services set forth above, INVESCO agrees to pay the
Insurance Companies a fee, computed daily and paid quarterly in
arrears, equal to twenty (20) basis points (0.20%) applied to the
average daily value of the total number of shares of each Fund of the
Companies held in the subaccounts of the Accounts until such time as
INVESCO, following consultation with the Company's Board of Directors,
removes the expense cap that currently is imposed on the Fund. In the
event that the expense cap on the Fund is removed, INVESCO agrees to
pay the Insurance Companies a fee, computed daily and paid quarterly
in arrears, equal to twenty-five basis points (0.25%) applied to the
average daily value of the total number of shares of each Fund of the
Companies held in the subaccounts of the Accounts.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name on its behalf by its duly authorized representatives as of
April lst, 2002.
INVESCO FUNDS GROUP, INC. AMERICAN PARTNERS LIFE INSURANCE
COMPANY
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
---------------------------- -------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Senior Vice President Title: President, Annuities
Date: 3/19/02 Date: February 19, 2002
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AMERICAN CENTURION LIFE ASSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxx Attest for American Partners
---------------------------- Life Insurance Company and
American Centurion Life
Name: Xxxxx X. Xxxxxx Assurance Company:
Title: Vice President, Annuities
By: /s/ Xxxx Xxxxx Xxxxxxx
----------------------
Date: February 19, 2002 Xxxx Xxxxx Xxxxxxx,
Asst. Secretary
