FIRST AMENDMENT TO PARTICIPATION AGREEMENT
FIRST
AMENDMENT TO PARTICIPATION AGREEMENT
This is
an amendment to that certain Participation Agreement, of even date herewith, by
and among the Variable Insurance Products Funds identified below, Fidelity
Distributors Corporation and Kansas City Life Insurance Company. For good and
valuable consideration, the receipt and sufficiency of which is acknowledged by
all parties, the Participation Agreement is hereby amended as
follows:
Section
1.7 of the Participation Agreement is deleted, and the following new Section 1.7
is substituted:
1.7 The
Company shall pay for Fund shares on the next Business Day after an order to
purchase Fund shares is made in accordance with the provisions of Section 1.1
hereof. The Fund shall use its best efforts to remit redemption proceeds on the
same business day of receipt of a redemption order in proper faint from the
Company, but in any event within five (5)
calendar days after the redemption order is placed, in order to enable the
Company to pay redemption proceeds within. the time
allowed by law. Purchase and redemption payments shall be in federal funds
transmitted by wire. For purpose of Section 2.10 and 2A 1, upon receipt by the
Fund of the federal funds so wired, such funds shall cease to be the
responsibility of the Company and shall become the responsibility of the
Fund.
Section
4.1 of the Participation Agreement is deleted, and the following new Section 4.1
is substituted:
4.1 The
Company shall furnish, or shall cause to be furnished, to the Fund or its
designee, each piece of sales literature or other promotional material in which
the Fund or its investment adviser or the Underwriter is named, at least fifteen
Business Days prior to its use. No such material shall be used if the Fund or
its designee reasonably objects to such use in writing within fifteen Business
Days after receipt of such material.
Section
4.3 of the Participation Agreement is deleted, and the following new Section 4.2
is substituted:
4.3. The
Fund, Underwriter, or its designee shall furnish, or shall cause to be
furnished, to the Company or its designee, each piece of sales literature or
other promotional material in which the Company and/or its separate account(s),
is named at least fifteen Business Days prior to its use. No such material shall
be used if the Company or its designee reasonably objects to such use in writing
within fifteen Business Days after receipt of such material.
Section
10.1 (a) of the Participation Agreement is deleted, and the following new
Section 10.1 (a) is substituted:
1
10.1 (a).
This Agreement shall continue in full force and effect until the first to occur
of:
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(a)
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termination
by any party for any reason by one hundred and eighty (180) days advance
written notice delivered to the other parties;
or
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The
following new Section 10.1 (h) is added to the Participation
Agreement:
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(h)
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termination
by either party, if such party has provided to the other a written notice
of material breach of this Agreement, specifying in reasonable detail each
and every breach which the sending party believes has occurred and is
continuing, if the other party has not cured each material breach so
specified within 60 days after such notice was
provided.
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Except as
specifically set out in this Amendment, the parties do not intend to modify or
change in any way the provisions of the Participation Agreement. This Amendment
shall be in effective at the same time as the Participation
Agreement.
IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative
this 11th day of
February, 2007.
KANSAS
CITY LIFE INSURANCE COMPANY
By /s/
Xxxxxxx X. Xxxxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxxxx
Title:
Senior Vice President, Secretary and General Counsel
VARIABLE
INSURANCE PRODUCTS FUND,
VARIABLE
INSURANCE PRODUCTS FUND II
VARIABLE INSURANCE
PRODUCTS FUND III, and
VARIABLE
INSURANCE PRODUCTS FUND IV
By /s/
Xxxxxxxx Xxxxxxxxxx
Name:
Xxxxxxxx Xxxxxxxxxx
Their:
Treasurer
FIDELITY
DISTRIBUTORS CORPORATION
By /s/
Xxxx Xxxxxxxx
Name:
Xxxx Xxxxxxxx
Title:
Executive Vice President
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