Exhibit (8)(r)(3)
Amendment No. 3 to Participation Agreement
(Fidelity)
AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT AMONG
VARIABLE INSURANCE PRODUCTS FUND II,
FIDELITY DISTRIBUTORS CORPORATION
and
PFL LIFE INSURANCE COMPANY
WHEREAS, Variable Insurance Products Fund II (the "Fund"), Fidelity
Distributors Corporation (the "Underwriter") and PFL Life Insurance Company (the
"Company") have previously entered into a Participation Agreement ("the
Agreement") dated April 1, 1991 (as amended) and desire to adjust certain
provisions of the Agreement; and
WHEREAS, the Company has registered or will register the Account as a unit
investment trust under the 1940 Act or will not register the Account in proper
reliance upon an exclusion from registration under the 1940 Act; and
WHEREAS, the Company has issued or will issue certain variable life
insurance or variable annuity contracts (including any certificates thereunder)
supported wholly or partially by the Account (the "Contract"), and said
Contracts are listed in Schedule A hereto, as it may be amended from time to
time by mutual written agreement;
NOW, THEREFORE, the parties do hereby agree to amend the Agreement as
follows:
1. Paragraph 2.1 of the Agreement shall be amended by striking that paragraph
and adding the following:
2.1 The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act or that the Contracts are not registered because
they are properly exempt from registration under the 1933 Act or will be offered
exclusively in transactions that are properly exempt from registration under the
1933 Act. The Company further represents and warrants that the Contracts will be
issued and sold in compliance in all material respects with all applicable
federal and state laws and that the sale of the contracts shall comply in all
material respects with state insurance suitability requirements. The Company
further represents and warrants that it is an insurance company duly organized
and in good standing under applicable law and that it has legally and validly
established the Account prior to any issuance or sale thereof as a segregated
asset account under the Iowa insurance laws and has registered or, prior to any
issuance or sale of the Contracts, will register the Account as a unit
investment trust in accordance with the provisions of the 1940 Act to serve as a
segregated investment account for the Contracts or that it has not registered
the Account in proper reliance upon an exclusion from registration under the
1940 Act.
2. This Schedule A replaces and supersedes Schedule A of the Participation
Agreement dated April 1, 1991 (as amended) among the Variable Insurance Products
Fund II, Fidelity Distributors Corporation and PFL Life Insurance Company.
SCHEDULE A
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Accounts
--------
Date of Resolutions of
Company's Board that
Name of Contracts Names of Accounts established the Accounts
------------------------- ------------------------- --------------------------
Fidelity Income Plus Fidelity Variable Annuity August 24, 1979 (by
Individual Variable Account an affiliate subsequently
Annuity Contracts acquired by the Company)
PFL Retirement Builder PFL Retirement Builder March 29, 1996
Individual Variable Variable Annuity Account
Annuity Contracts
PFL Retirement Builder PFL Retirement Builder March 29,1996
Immediate Variable Variable Annuity Account
Annuity Contracts
Portfolio Select PFL Retirement Builder March 29,1996
Individual Variable Variable Annuity Account
Annuity contracts
Advantage V PFL Corporate Account one August 10, 1998
PFL Variable Universal PFL Variable Life July 1, 1999
Life Policy Account A
All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect. In the event of a conflict between the
Agreement and this Amendment No. 3, it is understood and agreed that the
provisions of this Amendment No. 3 shall control.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to
Participation Agreement to be executed in its name and on its behalf by its duly
authorized representative as of this 1st day of September, 1999.
PFL LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
------------------------------
Title: President
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VARIABLE INSURANCE PRODUCTS FUND II
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
------------------------------
Title: Senior Vice President
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FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
------------------------------
Title: Vice President
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