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EXHIBIT 14(vii)
First Amendment to Participation Agreement
New England Life Insurance Company (formerly, New England Variable Life
Insurance Company), Variable Insurance Products Fund II and Fidelity
Distributors Corporation, hereby amend the Participation Agreement
("Agreement"), dated December 1, 1994 by and between New England Variable Life
Insurance Company, Variable Insurance Products Fund II and Fidelity Distributors
Corporation, by doing all of the following:
I. Revising the recitals to indicate, wherever appropriate, that
WHEREAS, New England Life Insurance Company ("Company"), a
Massachusetts life insurance company, is the new name of New England
Variable Life Insurance Company ("NEVLICO") following NEVLICO's
redomestication as a Massachusetts life insurance company,
WHEREAS, the variable life insurance and/or variable annuity products
identified on Schedule A hereto ("Contracts") have been or will be
registered by the Company under the Securities Act of 1933, unless such
Contracts are exempt from registration thereunder; and
WHEREAS, the Company has registered or will register the Separate
Accounts identified on Schedule A as unit investment trusts under the
1940 Act, unless such Accounts are exempt from registration thereunder.
II. Agreeing to the following additional terms:
Effective as of the date ("Redomestication Date") that Company
redomesticated as a Massachusetts life insurance company, Company, Fund
and Underwriter each acknowledges that Company has retained all the
rights and obligations stated with respect to NEVLICO under the
Agreement. All references to Company in the Agreement subsequent to the
Redomestication Date shall be to New England Life Insurance Company.
III. Replacing section 2.1 in its entirety with the following:
The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act or are exempt from registration
thereunder; 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 each Account prior to any issuance or sale thereof
as a segregated asset account under applicable state insurance law and,
unless exempt from registration thereunder, has registered or, prior to
any issuance or sale of the Contracts, will register each Account as a
unit investment trust in accordance with
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the provisions of the 1940 Act to serve as a segregated investment
account for the Contracts.
IV. Replacing section 2.5 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.
V. Adding the following sentence to section 3.1:
Wherever the term "prospectus" is used in this Agreement in relation to
the Contracts or the Accounts, the term shall be deemed to include each
prospectus, private offering memorandum or other disclosure document
for the Contract or the Account.
VI. Replacing section 4.6 in its entirety with the following:
4.6. The Company will provide to the Fund at least one complete copy of
all registration statements, Disclosure Documents, Statements of
Additional Information, reports, solicitations for voting instructions,
sales literature and other promotional materials, applications for
exemptions, requests for no action letters, and all amendments to any
of the above, that relate to the Contracts or each Account,
contemporaneously with the filing of such document with the SEC or
other regulatory authorities or, if a Contract and its associated
Account are exempt from registration, at the time such documents are
first published.
VII. Replacing Schedule A with the Revised Schedule A, attached.
VIII. Replacing Schedule B with the Revised Schedule B, attached.
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IX. Revising ARTICLE XI. Notices to replace the Company information with
the following:
If to the Company:
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxx X. Xxxxxx
and
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx
IN WITNESS WHEREOF, each party has caused this Amendment to be executed in its
name and on its behalf by its duly authorized representative as of December 1st,
2000.
NEW ENGLAND LIFE INSURANCE COMPANY VARIABLE INSURANCE PRODUCTS FUND II
By: /s/ XXXX X. XXXXXX By: /s/ XXXXXX X. XXXXX
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Xxxx X. Xxxxxx Xxxxxx X. Xxxxx
Senior Vice President Senior Vice President
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ XXXXX X. XXXXX
--------------------------------
Xxxxx X. Xxxxx
Vice President
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SCHEDULE A
NEW ENGLAND LIFE INSURANCE COMPANY
ACCOUNTS
Date of Resolution of Company's Board
Name of Account Which Established the Account
--------------- -------------------------------------
New England Variable Life Separate Account January 31, 1983
Diversified Separate Account November 11, 1996
Variable Life Separate Account P of New February 1999
England Life Insurance Company
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SCHEDULE B
NEW ENGLAND LIFE INSURANCE COMPANY
CONTRACTS
1. Contract Forms
NEV-2
NEV-4
NEV-5
NEV-6
NEV-7
NEV-8
NEV-9
NEV-12
NEV-14
NEV-16
NEV-17
NEV-18
2. Group Variable Annuity Forms
Zenith Retirement Contract
Zenith Performer Contract
Capital Appreciation Contract
Regatta Q Contract
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