EXHIBIT (8)(i)(2)
AMENDMENT NO. 4 TO PARTICIPATION AGREEMENT
AMENDMENT NO. 4 TO PARTICIPATION AGREEMENT
This Amendment No. 4, effective as of May 17, 2001 amends the Participation
Agreement ("Agreement") dated April 1, 1991, as amended, among PFL Life
Insurance Company, Variable Insurance Products Fund II and Fidelity Distributors
Corporation.
WHEREAS, PFL Life Insurance Company changed its name to Transamerica Life
Insurance Company; and
WHEREAS, Variable Insurance Products Fund II now offers multiple classes of
shares;
NOW, THEREFORE, the parties hereby agree as follows:
1. All references in the Participation Agreement to PFL Life Insurance Company
or to the "Company" shall refer to Transamerica Life Insurance Company;
2. Section 2.5 is replaced in its entirety with the following:
2.5. (a) With respect to Initial Class shares, the Fund currently does
not intend to make any payments to finance distribution expenses pursuant
to Rule 12b-1 under the 1940 Act or otherwise, although it may make such
payments in the future. The Fund has adopted a "no fee" or "defensive" Rule
12b-1 Plan under which it makes no payments for distribution expenses. To
the extent that it decides to finance distribution expenses pursuant to
Rule 12b-1, the Fund undertakes to have a board of trustees, a majority of
whom are not interested persons of the Fund, formulate and approve any plan
under Rule 12b-1 to finance distribution expenses.
(b) With respect to Service Class shares and Service Class 2
shares, the Fund has adopted Rule 12b-1 Plans under which it makes payments
to finance distribution expenses. The Fund represents and warrants that it
has a board of trustees, a majority of whom are not interested persons of
the Fund, which has formulated and approved each of its Rule 12b-1 Plans to
finance distribution expenses of the Fund and that any changes to the
Fund's Rule 12b-1 Plans will be approved by a similarly constituted board
of trustees; and
3. The Agreement, as supplemented by this Amendment, is ratified and
confirmed.
IN WITNESS WHEREOF, the parties have hereto affixed their respective authorized
signatures.
TRANSAMERICA LIFE INSURANCE COMPANY
(successor to PFL Life Insurance Company)
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President
VARIABLE INSURANCE PRODUCTS FUND II
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Senior Vice President
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
Executive Vice President
