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Exhibit 1-A(8)(j)
FORM OF
AMENDMENT TO
PARTICIPATION AGREEMENT
Among
VARIABLE INSURANCE PRODUCTS FUND II,
FIDELITY DISTRIBUTORS CORPORATION
and
XXXXXX INVESTORS LIFE INSURANCE COMPANY
THIS AMENDMENT, made and entered into as of the 1st day of
May, 1998, is made a part of the PARTICIPATION AGREEMENT (hereinafter the
"Agreement"), made and entered into as of the 1st day of May, 1996 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 II, 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 assets attributable to the aforesaid variable life contracts, and has
registered such Account as a unit investment trust under the 1940 Act; and
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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 Separate Accounts and Associated Contracts to
the AGREEMENT is hereby deleted in its entirety and replaced with the attached
new Schedule A (As amended May 1, 1998) Separate Accounts and Associated
Contracts.
2. SCHEDULE C to the AGREEMENT is hereby deleted in its
entirety and replaced with the attached new SCHEDULE C (As amended May 1, 1998).
3. Except as amended hereby by this 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
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:________________________________________________
Xxxx X. Xxxxxxx, Xx., Marketing Officer
[Signatures Continued on Next Page]
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VARIABLE INSURANCE PRODUCTS FUND II
By:________________________________________________
Xxxxxx X. Xxxxx, Senior Vice President
FIDELITY DISTRIBUTORS CORPORATION
By:________________________________________________
Xxxxx X. Xxxxx, Vice President
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Schedule A
(As amended May 1, 1998)
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)
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SCHEDULE C
(As amended May 1, 1998)
Other investment companies currently available under variable annuities or
variable life insurance issued by the Company:
Xxxxxx Advantage III
Investors Fund Series (formerly Xxxxxx Investors Fund)
Xxxxxx Money Market Portfolio
Xxxxxx Total Return Portfolio
Xxxxxx High Yield Portfolio
Xxxxxx Growth Portfolio (formerly Equity Portfolio)
Xxxxxx Government Securities Portfolio Xxxxxx International Portfolio
Xxxxxx Small Cap Growth Portfolio (formerly Small Capitalization
Equity Portfolio)
Xxxxxx Investment Grade Bond Portfolio
Xxxxxx Small Cap Value Portfolio
Xxxxxx Contrarian Value Portfolio (formerly 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
Short-Term Bond Portfolio
Lexington Natural Resources Trust
Lexington Emerging Markets Fund
Fidelity Insurance Products Fund
Equity-Income Portfolio
Growth Portfolio
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SCHEDULE C
(As amended May 1, 1998)
(Continued)
Xxxxxx Power V
Investors Fund Series (formerly Xxxxxx Investors Fund)
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
Lord Xxxxxx Growth and Income Portfolio
JanCap Growth Portfolio
X. Xxxx Price International Equity Portfolio
X. Xxxx Price Asset Allocation Portfolio
Founders Capital Appreciation Portfolio
INVESCO Equity Income Portfolio
PIMCO Total Return Bond Portfolio
PIMCO Limited Maturity Bond Portfolio
Xxxxxxxxx & Xxxxxx Mid-Cap Growth Portfolio
Fidelity Variable Insurance Products Fund
Equity-Income Portfolio
High Income 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
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