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EXHIBIT 8(e)(2)
AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT (the "Amendment") is
effective as of December 8, 1997, by and among THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY (the "Company"), AMERICAN CENTURY MUTUAL FUNDS, INC.
(formerly known as Twentieth Century Investors, Inc.)(the "Issuer") and
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (formerly known as Investors
Research Corporation)("ACIM"). Capitalized terms not otherwise defined herein
shall have the meaning ascribed to them in the Agreement (defined below).
RECITALS
WHEREAS, the Company, Issuer and ACIM are parties to that certain Fund
Participation Agreement dated April 30, 1996 (the "Agreement") in connection
with the participation by the Funds in Contracts offered by the Company; and
WHEREAS, since the date of the Agreement, the name of the Issuer has
changed to American Century Mutual Funds, Inc. and the name of the investment
manager has changed to American Century Investment Management, Inc.; and
WHEREAS, the paries wish to amend the Agreement to provide a change in
reimbursement for shareholder services as provided herein.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the Company, Issuer and ACIM agree as follows:
1. Change in Applicable Fee. Exhibit A to the Agreement is hereby deleted
in its entirety and replaced with Exhibit A attached hereto.
2. Ratification and Confirmation of Agreement. In the event of a
conflict between the terms of this Amendment and the Agreement, it is the
intention of the parties that the terms of this Amendment 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, the parties hereby
confirm and ratify the Agreement.
3. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be an original and all of which together
shall constitute one instrument.
4. 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.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as
of the date first above written.
THE VARIABLE ANNUITY LIFE AMERICAN CENTURY INVESTMENT
INSURANCE COMPANY MANAGEMENT, INC.
By: /s/ XXXXXX XXXXXX By: /s/ XXXXXXX X. XXXXX
------------------------------------- -----------------------
Name: Xxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx
------------------------------ Title: Executive Vice
President
Title: Vice President and
Managing Director-Investments
------------------------------
AMERICAN CENTURY MUTUAL
FUNDS, INC.
By: /s/ XXXXXXX X. XXXXX
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
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EXHIBIT A
FUNDS AVAILABLE AND APPLICABLE FEE
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ISSUER NAME OF FUND APPLICABLE FEE**
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American Century Mutual Funds, Ultra Assets>0 but<$75
Inc. Million: 20BPs**
(0.20%); Assets>$75
Million: 25BPs**
(0.25%)
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* Subject to Section 5 of the Agreement
** Basis Points