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AMENDMENT NO. 1 TO
FUND PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT is made as of the
18th day of April, 1996, by and among AMERICAN PARTNERS LIFE INSURANCE COMPANY
(the "Company"), TCI PORTFOLIOS, INC. (the "Issuer"), and the investment adviser
of the Issuer, INVESTORS RESEARCH CORPORATION ("Investors Research").
Capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the Agreement (defined below).
RECITALS
WHEREAS, the Company, the Issuer and Investors Research are parties to a
certain Fund Participation Agreement dated December 19, 1995 (the "Agreement");
and
WHEREAS, the Company, the Issuer and Investors Research now desire to
modify the Agreement so that shares of TCI Value, another series of shares
offered by the Issuer, may be available to serve as underlying investment media
for the Contracts offered by the Company;
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:
1. Addition of TCI Value. Upon receipt of notice from Investors Research
that the Securities and Exchange Commission has allowed the registration
statement of TCI value to go effective ("Notice"), shares of TCI value shall be
made available by the Issuer to serve as underlying investment media for the
Contracts pursuant to the terms of the Agreement, as amended from time to time.
From and after the date of Notice, unless the context otherwise requires, all
references in the Agreement to the term "fund" shall be deemed to include TCI
Value.
2. Ratification and Confirmation of Agreement. After the
date hereof, all references to the term "Agreement" shall be deemed
to mean the Agreement, as amended by this Amendment No. 1. In the
event of a conflict between the terms of this Amendment No. 1 and
the Agreement, it is the intention of the parties that the terms of
this Amendment No. 1 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 No. 1, the
parties hereby confirm and ratify the Agreement.
3. Counterparts. This Agreement No. 1 may be executed in
two or more counterparts, each of which shall be an original and
all of which together shall constitute one instrument.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1
as of the date first above written.
AMERICAN PARTNERS LIFE INSURANCE INVESTORS RESEARCH CORPORATION
COMPANY
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
Vice President Executive Vice President
Attest: TCI PORTFOLIOS, INC.
By: /s/ Xxxx X. Sand By: /s/ Xxxxxxx X. Xxxxx
Xxxx X. Sand Xxxxxxx X. Xxxxx
Assistant Secretary Executive Vice President
