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EXHIBIT 1-A(S)(6)(ii)
THIRD AMENDMENT TO
PARTICIPATION AGREEMENT
Among
VARIABLE INSURANCE PRODUCTS FUND,
FIDELITY DISTRIBUTORS CORPORATION
and
XXXXXX INVESTORS LIFE INSURANCE COMPANY
THIS THIRD AMENDMENT, made and entered into as of the 30th day
of November, 1999, 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 and by Amendment made and
entered into as of the 1st day of August, 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 may be amended
from time to time (each such account hereinafter referred to as the "Account"),
and the VARIABLE INSURANCE PRODUCTS FUND, 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
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assets attributable to the aforesaid variable life contracts, and has registered
such Account as a unit investment trust under the 1940 Act; and
WHEREAS, to the extent permitted by applicable insurance laws
and 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 thereby
desire to 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 August 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 November 30, 1999)
Separate Accounts and Associated Contracts.
2. Schedule C (As amended August 1, 1998) to the Agreement is
hereby deleted in its entirety and replaced with the attached new Schedule C (As
amended November 30, 1999).
3. Except as amended by this Third 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
Third 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/ Xxxxx X. Xxxxxxx
----------------------------------------------------
Xxxxx X. Xxxxxxx, Senior Vice President
[Signatures Continued on Next Page]
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VARIABLE INSURANCE PRODUCTS FUND
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------------------
Xxxxxx X. Xxxxx, Senior Vice President
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Vice President
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Schedule A
(As amended November 30, 1999)
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)
Zurich Xxxxxx LifeInvestors (Policy Form
Series L-8521)
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 November 30, 1999)
Other investment companies currently available under variable annuities or
variable life insurance issued by the Company:
Xxxxxx Advantage III
Xxxxxx Variable Series (formerly Investors Fund Series)
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
Xxxxxx Investment Grade Bond Portfolio
Xxxxxx Small Cap Value Portfolio
Xxxxxx Contrarian Value Portfolio (formerly Xxxxxx 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
Lexington Natural Resources Trust
Lexington Emerging Markets Fund
Fidelity Insurance Products Fund II
Asset Manager Portfolio
Index 500 Portfolio
Contrafund Portfolio
Xxxxxxx Variable Life Investment Fund
Xxxxxxx VLIF Bond Portfolio
Xxxxxxx VLIF Capital Growth Portfolio
Xxxxxxx VLIF International Portfolio
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SCHEDULE C
(As amended November 30, 1999)
(Continued)
Xxxxxx Advantage III (Cont'd)
The Dreyfus Socially Responsible Growth Fund, Inc.
X.X. Xxxxxx Series Trust II
X.X. Xxxxxx Small Company Portfolio
The Xxxxx American Fund
Xxxxx American Growth Portfolio
Xxxxx American Small Capitalization Portfolio
American Century Variable Portfolios, Inc.
American Century VP Income & Growth Portfolio
American Century VP Value Portfolio
Xxxxxx Power V
Xxxxxx Variable Series (formerly Investors Fund Series)
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
AST Lord Xxxxxx Growth and Income Portfolio
AST JanCap Growth Portfolio
AST X. Xxxx Price International Equity Portfolio
AST X. Xxxx Price Asset Allocation Portfolio
AST Janus Small-Cap Growth (formerly Founders Capital Appreciation)
Portfolio
AST INVESCO Equity Income Portfolio
AST PIMCO Total Return Bond Portfolio
AST PIMCO Limited Maturity Bond Portfolio
AST Xxxxxxxxx Xxxxxx Mid-Cap Growth Portfolio
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SCHEDULE C
(As amended November 30, 1999)
(Continued)
Xxxxxx Power V (Cont'd)
Fidelity Variable Insurance Products Fund II
Contrafund Portfolio
Index 500 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
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 Omega Fund (formerly Evergreen VA Aggressive Growth Fund)
Evergreen VA Small Cap Value Fund (formerly Evergreen VA Small Cap
Equity Income Fund)
Evergreen VA International Growth Fund
Evergreen VA Masters Fund
Xxxxxxx Sachs Variable Insurance Trust
Xxxxxxx Xxxxx International Equity Fund
Xxxxxxx Sachs Global Income Fund
Xxxxxx Xxxxxxx Xxxx Xxxxxx Universal Funds, Inc.
Xxxxxx Xxxxxxx High Yield Portfolio
Xxxxxx Xxxxxxx U.S. Real Estate Portfolio
Fidelity Variable Insurance Products Fund II
Contrafund Portfolio
Index 500 Portfolio
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SCHEDULE C
(As amended November 30, 1999)
(Continued)
Zurich Xxxxxx LifeInvestor
The Xxxxx American Fund
Xxxxx American Balanced Portfolio
Xxxxx American Growth Portfolio
Xxxxx American Income & Growth Portfolio
Xxxxx American MidCap Growth Portfolio
The Dreyfus Socially Responsible Growth Fund, Inc.
Dreyfus Stock Index Fund
Dreyfus Variable Investment Fund
Dreyfus Capital Appreciation Portfolio
Dreyfus Small Cap Portfolio
Templeton Variable Products Series Fund
Templeton Asset Allocation Fund
Templeton Bond Fund
Xxxxxxxxx Developing Markets Fund
Xxxxxxxxx International Fund
Janus Aspen Series
Aggressive Growth Portfolio
Balanced Portfolio
Flexible Income Portfolio
Growth Portfolio
International Growth Portfolio
Worldwide Growth Portfolio
Xxxxxxx Variable Life Investment Fund
Xxxxxxx VLIF Capital Growth Portfolio
Xxxxxxx VLIF Growth and Income Portfolio
Xxxxxxx VLIF International Portfolio
Xxxxxx Variable Series (formerly Investors Fund Series)
Xxxxxx Government Securities Portfolio
Xxxxxx Investment Grade Bond Portfolio
Xxxxxx Money Market Portfolio
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SCHEDULE C
(As amended November 30, 1999)
(Continued)
Zurich Xxxxxx LifeInvestor (Cont'd)
Xxxxxx Small Cap Growth Portfolio
Xxxxxx Total Return Portfolio
Xxxxxx Value+Growth Portfolio
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