Exhibit 8.25
Amendment to
Administrative Services Agreement
by and between
American Fidelity Assurance Company and
▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management, L.P.
American Fidelity Assurance Company (the "Insurer") and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset
Management, L.P. ("MLAM") hereby amend the Administrative Services Agreement
dated as of May 1, 1999 (the "Agreement") as follows:
1. American Fidelity Securities, Inc., an affiliate of the Insurer ("AFS"), is
added as a party to the Agreement.
2. The third "WHEREAS" clause is deleted in its entirety and the following is
substituted in lieu thereof:
WHEREAS, the Insurer and the Fund have entered into an Amended and
Restated Fund Participation Agreement dated May 1, 1999, and amended by
Amendment dated as of June 17, 2002, providing for the sale of shares of
the Fund to certain segregated separate accounts of the Insurer (as
amended, the "Participation Agreement"); and
3. The seventh "WHEREAS" clause is deleted in its entirety and the following
is substituted in lieu thereof:
WHEREAS, AFS desires to be compensated for the services provided to
the Fund by the Insurer, AFS, and their affiliates; and
4. The ninth "WHEREAS" clause is deleted in its entirety and the following is
substituted in lieu thereof:
WHEREAS, MLAM accordingly would prefer to compensate AFS for the
administrative services provided to the Fund from its own funds, derived
from its own sources, including its bona fide profits, rather than request
that the Fund bear the costs of such compensation:
5. Section 1 is deleted in its entirety and replaced with the following
Section 1:
1. Administration Expense Payments.
(a) MLAM agrees to pay AFS an amount as identified and described on
Schedule B hereto of that portion of the gross annual investment
advisory fees paid by the Fund to MLAM attributable to certain
investments in portfolios of the Fund by separate accounts of the
Insurer.
(b) MLAM shall calculate the payment contemplated by this Section 1
at the end of each fiscal quarter and will make such payment to AFS,
without demand or notice by AFS, reasonably promptly thereafter.
6. Section 2 is deleted in its entirety and replaced with the following
Section 2:
2. Nature of Payments; Cooperation.
(a) The parties to this Agreement recognize and agree that MLAM's
payments to AFS are for administrative services only and do not
constitute payment in any manner for investment advisory services or
for costs of distribution of Policies or of Fund shares and are not
otherwise related to investment advisory or distribution services or
expenses. The amount of administration expense payments made by MLAM
to AFS pursuant to Section 1(a) of this Agreement is not intended to
be, and shall not be deemed to be, indicative of MLAM's bona fide
profits from serving as investment adviser to the Fund.
(b) MLAM shall cooperate with the Insurer and any third-party
administrator designee of the Insurer in making documentation relating
to the Fund available to policy holders in electronic form.
7. Section 6 is amended to add the following:
(c) to AFS, at American Fidelity Securities, Inc., ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇, Vice
President.
8. Schedule B to the Agreement is deleted in its entirety and replaced with
Schedule B, attached hereto.
9. This Amendment to Administrative Services Agreement may be executed in two
or more counterparts, each of which shall be an original and all of which
together shall constitute one instrument.
10. Capitalized terms not defined herein shall have the meaning given to them
in the Agreement.
[Signature Page to Follow]
DATED February __, 2005.
▇▇▇▇▇▇▇ ▇▇▇▇▇ ASSET MANAGEMENT, L.P.
By:
Name:
Title:
AMERICAN FIDELITY ASSURANCE COMPANY AMERICAN FIDELITY SECURITIES, INC.
By By:
Name: ▇▇▇▇ ▇. ▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President Title: President
Schedule B
Basis of Fee Applicable Rate of Fee
------------ ----------------------
From the gross annual investment advisory fees paid
by the Fund to MLAM attributable to aggregate 10 basis points (0.10%)
investments in portfolios of the Fund by American
Fidelity Separate Account B and American Fidelity
Separate Account C, of the Insurer related to
insurance contracts sold other than through ▇▇▇▇▇▇▇
▇▇▇▇▇ Financial Consultants, as a percentage of the
average daily net asset value of such investments.
