EXHIBIT 8(FF)
AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT AMONG PIONEER VARIABLE CONTRACTS
TRUST, XXXXXXX XXXXX LIFE INSURANCE COMPANY, PIONEER INVESTMENT MANAGEMENT, INC.
AND PIONEER FUNDS DISTRIBUTOR, INC.
THIS AMENDMENT, dated as of the April 14, 2006, by and among Pioneer
Variable Contracts Trust, a Delaware business trust (the "Trust"), Xxxxxxx Xxxxx
Life Insurance Company, an Arkansas life insurance company (the "Company") on
its own behalf and on behalf of each of the segregated asset accounts of the
Company set forth in Schedule A hereto, as may be amended from time to time (the
"Accounts"), Pioneer Investment Management, Inc., a Delaware corporation ("PIM")
and Pioneer Funds Distributor, Inc. ("PFD"), a corporation organized under the
laws of The Commonwealth of Massachusetts. PIM and PFD are members of the
UniCredito Italiano banking group, register of banking groups.
WITNESSETH:
WHEREAS, the Trust, the Company, PIM and PFD 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 Trust, the Company, PIM and PFD desire to amend
Schedule(s) A and B to the Agreement in accordance with the terms of the
Agreement.
NOW, THEREFORE, in consideration of the above premises, the Trust, the
Company, PIM and PFD hereby agree:
1. Amendment. (a) Schedule A to this Agreement is amended in its
entirety and is replaced by the Schedule A attached hereto.
(b) Section 2. Administrative Service Fees set forth
in Schedule B to this Agreement is hereby amended in its
entirety and replaced by the following:
2. Administrative Service Fees
For the administrative services set forth above, PIM or any of its affiliates
shall pay a servicing fee based on the annual rate of 0.20% of the average
aggregate net daily assets invested in the Class I Shares of the Portfolios and
0.20% of the average aggregate net daily assets invested in the Class II Shares
of the Portfolios, with the exception of Pioneer High Yield VCT Class II and
Pioneer Small Cap Value VCT Class II for which PIM or any of its affiliates
shall pay a servicing fee based on the annual rate of 0.15% of the average
aggregate net daily assets invested in the Class II shares of the Portfolios,
through the Accounts at the end of each calendar quarter. Such payments will be
made to the Company within thirty (30) days after the end of each calendar
quarter. Such fees shall be paid quarterly in arrears. Each
payment will be accompanied by a statement showing the calculation of the fee
payable to the Company for the quarter and such other supporting data as may be
reasonably requested by the Company. The Company will calculate the asset
balance on each day on which the fee is to be paid pursuant to this Agreement
with respect to each Portfolio for the purpose of reconciling its calculation of
average aggregate net daily assets with PIM's calculation. Annually (as of
December 31) or upon reasonable request of PIM, Company will provide PIM a
statement showing the number of subaccounts in each Class of Shares of each
Portfolio as of the most recent calendar quarter end.
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 Trust, the Company, PIM and PFD 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 VARIABLE CONTRACTS TRUST, on behalf
of the Portfolios
By its authorized officer and not individually,
By:
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Date:
PIONEER INVESTMENT MANAGEMENT, INC.
By its authorized officer,
By:
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Date:
PIONEER FUNDS DISTRIBUTOR, INC.
By its authorized officer,
By:
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Date:
SCHEDULE A
ACCOUNTS, CONTRACTS AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT
NAME OF SEPARATE
ACCOUNT AND DATE CONTRACTS FUNDED PORTFOLIOS AND
ESTABLISHED BY BOARD OF DIRECTORS BY SEPARATE ACCOUNT CLASS OF SHARES
AVAILABLE TO CONTRACTS
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XXXXXXX XXXXX LIFE VARIABLE ANNUITY SEPARATE ML-NY-VA-010 AS OF MARCH 1ST, 2005:
ACCOUNT A XXXXXXX XXXXX INVESTORS CHOICE FLEXIBLE
PREMIUM VARIABLE ANNUITY PIONEER HIGH YIELD VCT PORTFOLIO
(CLASS II)
PIONEER FUND VCT PORTFOLIO (CLASS II)
PIONEER SMALL CAP VALUE VCT PORTFOLIO
(CLASS II)
AS OF MAY 1, 2006:
PIONEER EMERGING MARKETS VCT PORTFOLIO
(CLASS II)