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EXHIBIT (8)(a)(ii)
[redacted]
FIRST AMENDMENT TO
FUND PARTICIPATION AGREEMENT
Between
EVERGREEN VARIABLE ANNUITY TRUST
and
XXXXXX INVESTORS LIFE INSURANCE COMPANY
THIS FIRST AMENDMENT, made and entered into as of the 29th day
of April, 1999, is made a part of the FUND PARTICIPATION AGREEMENT made and
entered into as of the 1st day of September, 1998 (the "Agreement"), by and
between XXXXXX INVESTORS LIFE INSURANCE COMPANY (the "Company"), on its own
behalf and on behalf of each segregated asset account of the Company set forth
on Schedule A to the Agreement (the "Accounts"), and EVERGREEN VARIABLE ANNUITY
TRUST (the "Trust").
WHEREAS, the Trust is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and the offer and sale of its shares are registered under the
Securities Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the beneficial interest in the Trust is divided into
several series of shares, each representing the interest in a particular managed
portfolio of securities and other assets, any one or more of which may be made
available under the Agreement (the "Portfolios"); and
WHEREAS, the Company has registered certain variable life
insurance policies and/or variable annuity contracts (the "Contracts") under the
1933 Act; and
WHEREAS, the Company has registered certain Accounts as unit
investment trusts under the 1940 Act; and
WHEREAS, the Company relies on certain provisions of the 1940
and 1933 Acts that exempt certain Accounts and Contracts from the registration
requirements of the Acts in connection with the sale of Contracts under certain
private placement offerings; and
WHEREAS, the Company and the Trust desire hereby to amend
Schedule A to the Agreement to make an additional Portfolio available under the
Agreement;
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NOW, THEREFORE, in consideration of their mutual promises, the
Company and the Trust hereby agree as follows:
1. SCHEDULE A Separate Accounts, Contracts, and Associated
Portfolios to the Agreement is hereby deleted in its entirety and replaced with
the attached new SCHEDULE A (As amended April 29, 1999) Separate Accounts,
Contracts and Associated Portfolios.
2. Except as amended by this First Amendment, all other
provisions, conditions and terms of the Agreement shall continue in full force
and effect.
IN WITNESS WHEREOF, the parties have caused their duly
authorized officers to execute this First Amendment as of the 29th day of April,
1999.
XXXXXX INVESTORS LIFE INSURANCE COMPANY
By: /s/ XXXX X. XXXXXXX, XX.
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Xxxx X. Xxxxxxx, Xx.
Marketing Officer
EVERGREEN VARIABLE ANNUITY TRUST
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
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Title: Assistant Secretary
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SCHEDULE A
(As amended April 29, 1999)
Separate Accounts, Contracts and Associated Portfolios
Name of Separate Accounts and Date
Established by Board of Directors
1. KILICO Variable Separate Account - 2
(KV SA-2) (est. 06/17/97)
[redacted]
Contracts Funded by Separate Account
1. First Foundation VUL (KV SA-2)
[redacted]
Designated Portfolios
1. First Foundation VUL
o Evergreen VA Fund
o Evergreen VA Growth and Income Fund
o Evergreen VA Foundation Fund
o Evergreen VA Global Leaders Fund
o Evergreen VA Strategic Income Fund
o Evergreen VA Aggressive Growth Fund
o Evergreen VA Small Cap Value Fund (formerly Evergreen VA Small Cap
Equity Income Fund)
o Evergreen VA International Growth Fund
o Evergreen VA Masters Fund
[redacted]
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