[EXHIBIT 8(cc)]
AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT BETWEEN XXXXXXX XXXXX LIFE INSURANCE
COMPANY AND PIONEER FUNDS DISTRIBUTOR, INC.
THIS AMENDMENT, dated as of the April 14, 2006, by and among Xxxxxxx
Xxxxx Life Insurance Company, an Arkansas life insurance company (hereinafter
the "Company") on its own behalf and on behalf of each of separate account of
the Company set forth in Schedule A hereto, as may be amended from time to time
(each such account hereinafter referred to as a "Separate Account") and Pioneer
Funds Distributor, Inc. ("PFD"), a corporation organized under the laws of The
Commonwealth of Massachusetts and a member of the UniCredito Italiano banking
group, register of banking groups (hereinafter the "Underwriter").
WITNESSETH:
WHEREAS, the Company, and the Underwriter, the principal underwriter of
the Pioneer Family of Funds (each a "Fund" and collectively, "the Funds"),
heretofore entered into a Participation Agreement dated March 1, 2005, (the
"Agreement"), with regard to separate accounts established for variable life
insurance and/or variable annuity contracts offered by the Company; and
WHEREAS, the Company, the Underwriter desire to amend Schedule(s) A and
B to the Agreement to add an additional Fund in accordance with the terms of the
Agreement.
NOW, THEREFORE, in consideration of the above premises, the Company and
the Underwriter hereby agree:
1. Amendment. (a) Schedule(s) A and B to this Agreement are
amended in their entirety and are replaced by the Schedule(s)
A and B attached hereto.
2. Effectiveness. The amended Schedule(s) A and B of the
Agreement shall be effective as the date hereof.
3. Continuation. Except as set forth above, the Agreement shall
remain in full force and effective in accordance with its
terms.
4. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original.
(Signatures located on following page)
IN WITNESS WHEREOF, the Company and the Underwriter have caused the
Amendment to be executed by their duly authorized officers effective as of the
day and year first above written.
XXXXXXX XXXXX LIFE INSURANCE COMPANY
By its authorized officer,
By:
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Xxxxxx Xxxxxxxxx, VP & Sr. Counsel
Date:
PIONEER FUNDS DISTRIBUTOR, INC.
By its authorized officer,
By:
---------------------------------------
Date:
SCHEDULE A
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SEPARATE ACCOUNTS
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Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Arkansas to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
Xxxxxxx Xxxxx Life Variable Annuity Separate Account D
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FUNDS
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CURRENTLY THE FUNDS ARE AS FOLLOWS:
As of March 1, 2005:
Pioneer Fund
Pioneer High Yield Fund
Pioneer Small Cap Value Fund
As of May 1, 2006:
Pioneer Emerging Markets Fund
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SCHEDULE B
In consideration of the services provided by the Company, the Underwriter, or
one of its affiliates, agrees to pay the Company an amount equal to the
following basis points per annum on the average aggregate amount invested by the
Company's Separate Account(s) in each Fund under the Agreement, such amounts to
be paid within 30 days of the end of each calendar quarter.
SERVICE
FUND FEES 12b-1 FEE
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Pioneer Fund 0.20% 0.25%
Pioneer High Yield Fund 0.20% 0.25%
Pioneer Small Cap Value Fund 0.20% 0.25%
Pioneer Emerging Markets Fund 0.20% 0.25%
