Exhibit 8.10
AMENDMENT NO. 1 TO SHAREHOLDER SERVICES AGREEMENT
THIS AMENDMENT NO. 1 TO SHAREHOLDER SERVICES AGREEMENT ("Amendment") is
made as of this 6th day of April, 2001, by and between AMERICAN FIDELITY
ASSURANCE COMPANY (the "Company") and AMERICAN CENTURY INVESTMENT MANAGEMENT,
INC. ("ACIM").
RECITALS
WHEREAS, the Company and ACIM are parties to a certain Shareholder Services
Agreement dated February 16, 2001 (the "Agreement"), in which the Company offers
to the public certain variable annuity contracts and variable life insurance
contracts (the "Contracts");
WHEREAS, the Company desires to expand the number of American Century funds
made available by the Company to its clients; and
WHEREAS, the parties now desire to further modify the Agreement as provided
herein.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:
1. Addition of Funds. The second "WHEREAS" clause of the Agreement is
hereby deleted in its entirety and the following is substituted in lieu thereof:
"WHEREAS, the Company wishes to offer as investment options under
the Contracts, VP Balanced Fund, VP International Fund, VP Capital
Appreciation Fund and VP Income & Growth Fund, all of which are
currently available to the Company, and VP Ultra, which will be
available to the Company for inclusion in contracts as of May 1, 2001
(the "Funds"), and each of which is a series of mutual fund shares
registered under the Investment Company Act of 1940, as amended, and
issued by the Issuer; and"
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. IN WITNESS WHEREOF,
the undersigned have executed this Amendment No. 1 as of the date first above
written.
AMERICAN FIDELITY AMERICAN CENTURY
ASSURANCE COMPANY INVESTMENT MANAGEMENT, INC.
By: /s/ XXXX X. XXX By: /s/ XXXXXXX X. XXXXX
Name: Xxxx X. Xxx Name: Xxxxxxx X. Xxxxx
Title: President Title: Executive Vice President
