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EXHIBIT (8)(e)
SECOND AMENDMENT TO
PARTICIPATION AGREEMENT
Among
VARIABLE INSURANCE PRODUCTS FUND II,
FIDELITY DISTRIBUTORS CORPORATION
and
XXXXXX INVESTORS LIFE INSURANCE COMPANY
THIS SECOND AMENDMENT, made and entered into as of the 1st day of
August, 1998, is made a part of the PARTICIPATION AGREEMENT made and entered
into as of the 1st day of May, 1996, as previously amended by Amendment made and
entered into as of the 1st day of May, 1998 (hereinafter the "Agreement"), by
and among XXXXXX INVESTORS LIFE INSURANCE COMPANY (hereinafter the "Company"),
an Illinois corporation, on its own behalf and on behalf of each segregated
asset account of the Company set forth on Schedule A hereto, as it may be
amended from time to time (each such account hereinafter referred to as the
"Account"), and the VARIABLE INSURANCE PRODUCTS FUND II, an unincorporated
business trust organized under the laws of the Commonwealth of Massachusetts
(hereinafter the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the
"Underwriter"), a Massachusetts corporation.
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (hereinafter the
"1940 Act") and its shares are registered under the Securities Act of 1933, as
amended (hereinafter the "1933 Act"); and
WHEREAS, the beneficial interest in the Fund 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 (each such series hereinafter referred to as a
"Portfolio"); and
WHEREAS, the Company has registered certain variable life contracts
under the 1933 Act; and
WHEREAS, the Company has organized a segregated asset account,
established by resolution of the Board of Directors of the Company, to set aside
and invest assets attributable to the aforesaid variable life contracts, and has
registered such Account as a unit investment trust under the 1940 Act; and
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WHEREAS, to the extent permitted by applicable insurance laws aid
regulations, the Company intends to purchase shares in the Portfolios on behalf
of the Account to fund certain of the aforesaid variable life contracts and the
Underwriter is authorized to sell such shares to unit investment trusts such as
the Account at net asset value; and
WHEREAS, the Company, the Fund and the Underwriter desire hereby to
further amend the Agreement to effect such changes;
NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Fund and the Underwriter hereby agree as follows:
1. Schedule A (As amended May 1, 1998) Separate Accounts and Associated
Contracts to the Agreement is hereby deleted in its entirety and replaced with
the attached new Schedule A (As amended August 1, 1998) Separate Accounts and
Associated Contracts.
2. Schedule C (As amended May 1, 1998) to the Agreement is hereby
deleted in its entirety and replaced with the attached new Schedule C (As
amended August 1, 1998).
3. Except as amended by this Second Amendment, all other provisions,
conditions and terms of the Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this Second
Amendment to be executed in its name and on its behalf by its duly authorized
representative and its seal to be hereunder affixed hereto as of the date first
specified above.
XXXXXX INVESTORS LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxx, Xx.
----------------------------------------------
Xxxx X. Xxxxxxx, Xx., Marketing Officer
[Signatures Continued on Next Page]
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VARIABLE INSURANCE PRODUCTS FUND II
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------------------
Xxxxxx X. Xxxxx, Senior Vice President
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxxx X. Xxxxx
-------------------------------------------------
Xxxxx X. Xxxxx, Vice President
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Schedule A
(As amended August 1, 1998)
Separate Accounts and Associated Contracts
Name of Separate Account and Policy Form Numbers of Contracts Funded
Date Established by Board of Directors by Separate Account
KILICO Variable Annuity Separate Xxxxxx Advantage III (Policy Form Series
Account (May 29, 1981) L- 1000)
KILICO Variable Separate Account Xxxxxx Power V (Policy Form Series
(January 22, 1987) S-6003)
KILICO Variable Separate Account - 2 First Foundation VUL (Policy Form Series
(January 17, 1997) L-8161, L-8161CV, L-8162, L-8162CV)
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SCHEDULE C
(As amended August 1, 1998)
Other investment companies currently available under variable annuities or
variable life insurance issued by the Company:
Xxxxxx Advantage III
Investors Fund Series (formerly Xxxxxx Investors Fund)
Xxxxxx Money Market Portfolio
Xxxxxx Total Return Portfolio
Xxxxxx High Yield Portfolio
Xxxxxx Growth Portfolio (formerly Equity Portfolio)
Xxxxxx Government Securities Portfolio
Xxxxxx International Portfolio
Xxxxxx Small Cap Growth Portfolio (formerly Small Capitalization Equity
Portfolio)
Xxxxxx Investment Grade Bond Portfolio
Xxxxxx Small Cap Value Portfolio
Xxxxxx Contrarian Value Portfolio (formerly Value Portfolio)
Xxxxxx Horizon 5 Portfolio
Xxxxxx Horizon 10+ Portfolio
Xxxxxx Horizon 20 + Portfolio
Xxxxxx Value & Growth Portfolio
Janus Aspen Series
Aggressive Growth Portfolio
Growth Portfolio
Worldwide Growth Portfolio
Balanced Portfolio
Short-Term Bond Portfolio
Lexington Natural Resources Trust
Lexington Emerging Markets Fund
Fidelity Insurance Products Fund
Equity-Income Portfolio
Growth Portfolio
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SCHEDULE C
(As amended August 1, 1998)
(Continued)
Xxxxxx Power V
Investors Fund Series (formerly Xxxxxx Investors Fund)
Xxxxxx Money Market Portfolio
Xxxxxx Total Return Portfolio
Xxxxxx High Yield Portfolio
Xxxxxx Growth Portfolio
Xxxxxx Government Securities Portfolio
Xxxxxx International Portfolio
Xxxxxx Small Cap Growth Portfolio
American Skandia Trust
Lord Xxxxxx Growth and Income Portfolio
JanCap Growth Portfolio
X. Xxxx Price International Equity Portfolio
X. Xxxx Price Asset Allocation Portfolio
Founders Capital Appreciation Portfolio
INVESCO Equity Income Portfolio
PIMCO Total Return Bond Portfolio
PIMCO Limited Maturity Bond Portfolio
Xxxxxxxxx & Xxxxxx Mid-Cap Growth Portfolio
Fidelity Variable Insurance Products Fund
Equity-Income Portfolio
High Income Portfolio
Fidelity Variable Insurance Products Fund III
Growth Opportunities Portfolio
Xxxxxxx Variable Life Investment Fund
International (B-Shares) Portfolio
Growth and Income (B-Shares) Portfolio
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SCHEDULE C
(As amended August 1, 1998)
(Continued)
First Foundation VUL
Evergreen Variable Annuity Trust
Evergreen VA Fund
Evergreen VA Growth and Income Fund
Evergreen VA Foundation Fund
Evergreen VA Global Leaders Fund
Evergreen VA Strategic Income Fund
Evergreen VA Aggressive Growth Fund
Evergreen VA Small Cap Equity Income Fund
Evergreen VA International Growth Fund
Xxxxxxx Xxxxx Variable Insurance Trust
Xxxxxxx Sachs International Equity Fund
Xxxxxxx Xxxxx Global Income Fund
Xxxxxx Xxxxxxx Universal Funds, Inc.
Xxxxxx Xxxxxxx High Yield Portfolio
Xxxxxx Xxxxxxx U.S. Real Estate Portfolio
Fidelity Variable Insurance Products Fund
Money Market Portfolio
Overseas Portfolio
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