AMENDMENT TO
PARTICIPATION AGREEMENT
The Participation Agreement (the "Agreement"), dated as of April 26, 1999, by
and among AIM Variable Insurance Funds, A I M Distributors, Inc.; First Variable
Life Insurance Company, and First Variable Capital Services, Inc., is hereby
amended as follows:
All references to "First Variable Life Insurance Company" are hereby changed to
"Protective Life Insurance Company".
SECTION 2.3 of the Agreement is hereby deleted in its entirety and replaced with
the following:
2.3 APPLICABLE PRICE
(a) Share purchase payments and redemption orders that result from
purchase payments, premium payments, surrenders and other transactions
under Contracts (collectively, "Contract transactions") and that LIFE
COMPANY receives prior to the close of regular trading on the New York
Stock Exchange (or such other time set by the Board for purposes of
determining the current net asset value of a Fund in accordance with Rule
22c-1 under the 0000 Xxx) on a Business Day will be executed at the net
asset values of the appropriate Funds next computed after receipt by AVIF
or its designated agent of the orders. For purposes of this Section 2.3(a),
LIFE COMPANY shall be the designated agent of AVIF for receipt of orders
relating to Contract transactions, , in accordance with Section 22(c) and
Rule 22c-1 under the 1940 Act, on each Business Day and receipt by such
designated agent shall constitute receipt by AVIF; provided that AVIF
receives notice of such orders by 9:00 a.m. Central Time on the next
following Business Day or such later time as computed in accordance with
Section 2.1(b) hereof. In connection with this Section 2.3(a), LIFE COMPANY
represents and warrants that it will not submit any order for Shares or
engage in any practice, nor will it allow or suffer any person acting on
its behalf to submit any order for Shares or engage in any practice, that
would violate or cause a violation of applicable law or regulation
including, without limitation Section 22 of the 1940 Act and the rules
thereunder.
(b) All other Share purchases and redemptions by LIFE COMPANY will be
effected at the net asset values of the appropriate Funds next computed
after receipt by AVIF or its designated agent of the order therefor, and
such orders will be irrevocable.
(c) Without limiting the scope or effect of Section 1.1 hereof,
pursuant to which the Board may reject a Share purchase order by or on
behalf of LIFE COMPANY under the circumstances described therein, LIFE
COMPANY and UNDERWRITER agree to cooperate with the Fund and AIM to prevent
any person exercising, or purporting to exercise, rights or privileges
under one or more Contracts (including, but not limited to Contract owners,
annuitants, insureds or participants, as the case may be (collectively,
"Participants")) from engaging in any trading practices in any Fund that
the Board or AIM determines, in good faith and in their sole discretion, to
be detrimental or potentially detrimental to the other shareholders of the
Fund, or to be in contravention of any applicable law or regulation
including, without limitation, Section 22 of the 1940 Act and the rules
thereunder. Such cooperation may include, but shall not be limited to,
identifying the person or persons engaging in such trading practices,
facilitating the imposition of any applicable redemption fee on such person
or persons, limiting the telephonic or electronic trading privileges of
such person or persons, and taking such other remedial steps, all to the
extent permitted or required by applicable law.
SECTION 6.3 of the Agreement is hereby deleted in its entirety and replaced with
the following:
6.3 FUNDS TO REMAIN AVAILABLE
Notwithstanding any termination of this Agreement by LIFE COMPANY,
AVIF will, at the option of LIFE COMPANY, continue to make available
additional shares of the Fund pursuant to the terms and conditions of this
Agreement, for all Contracts in effect on the effective date of
termination of this Agreement (hereinafter referred to as "Existing
Contracts"), unless AIM or the Board determines that doing so would not
serve the best interests of the shareholders of the affected Funds or would
be inconsistent with applicable law or regulation. Specifically, without
limitation, the owners of the Existing Contracts will be permitted to
reallocate investments in the Fund (as in effect on such date), redeem
investments in the Fund and/or invest in the Fund upon the making of
additional purchase payments under the Existing Contracts. The parties
agree that this Section 6.3 will not apply to any (i) terminations under
Section 5 and the effect of such terminations will be governed by Section 5
of this Agreement or (ii) any rejected purchase and/or redemption order as
described in Section 2.3(c) hereof.
SECTION 9 of the Agreement is hereby deleted in its entirety and replaced with
the following:
Notices and communications required or permitted will be given by means
mutually acceptable to the Parties concerned. Each other notice or communication
required or permitted by this Agreement will be given to the following persons
at the following addresses and facsimile numbers, or such other persons,
addresses or facsimile numbers as the Party receiving such notices or
communications may subsequently direct in writing:
AIM VARIABLE INSURANCE FUNDS, INC.
A I M DISTRIBUTORS, INC.
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
Attn: Xxxxx X. Xxxxxxxx, Esq.
PROTECTIVE LIFE INSURANCE COMPANY
FIRST VARIABLE CAPITAL SERVICES, INC.
0000 Xxxxxxx 000 Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxxxxx
SECTION 22 is hereby added to the Agreement:
SECTION 22. FORCE MAJEURE
Each Party shall be excused from the performance of any of its
obligations to the other where such nonperformance is occasioned by any
event beyond its control which shall include, without limitation, any
applicable order, rule or regulation of any federal, state or local body,
agency or instrumentality with jurisdiction, work stoppage, accident,
natural disaster, war, acts of terrorism or civil disorder, provided that
the Party so excused shall use all reasonable efforts to minimize its
nonperformance and overcome, remedy, cure or remove such event as soon as
is reasonably practicable, and such performance shall be excused only for
so long as, in any given case, the force or circumstances making
performance impossible shall exist.
SCHEDULE A - FUNDS AVAILABLE UNDER THE CONTRACTS, of the Agreement is hereby
deleted in its entirety and replaced with the following:
FUNDS AVAILABLE UNDER THE CONTRACTS
AIM V.I. Capital Appreciation Fund Series I shares
AIM V.I. Dynamics Fund Series I shares
AIM V.I. Financial Services Fund Series I shares
AIM V.I. Health Sciences Fund Series I shares
AIM V.I. Real Estate Fund Series I shares
SEPARATE ACCOUNTS UTILIZING THE FUNDS
Separate Account VL
First Variable Annuity Fund E
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
8960
20224
20045
8860
8990
20230
8980
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective date: April 30, 2004
AIM VARIABLE INSURANCE FUNDS
Attest: /s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: Xxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary Title: President
A I M DISTRIBUTORS, INC.
Attest: /s/ P. Xxxxxxxx Xxxxx By: /s/ Xxxx X. Needles
----------------------------- ------------------------------------
Name: P. Xxxxxxxx Xxxxx Name: Xxxx X. Needles
Title: Assistant Secretary Title: President
PROTECTIVE LIFE INSURANCE COMPANY
Attest: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxx Xxxxxxx
----------------------------- ------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxx
Title: Senior Associate Counsel Title: Executive Vice President and
Chief Financial Officer
FIRST VARIABLE CAPITAL SERVICES, INC.
Attest: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx Xxxx
----------------------------- ------------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxx
Title: Senior Associate Counsel Title: President