AMENDMENT TO PARTICIPATION AGREEMENT
AMENDMENT TO PARTICIPATION AGREEMENT
This AMENDMENT TO PARTICIPATION AGREEMENT (the "Amendment") is made and entered into as of this 31st day of October, 2003, by and among FIDELITY INVESTMENTS LIFE INSURANCE COMPANY (the "Company"), on its own behalf and on behalf of each separate account of the Company identified in the Participation Agreement (as defined below), THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (formerly, Xxxxxx Xxxxxxx Universal Funds, Inc.) (the "Fund") and XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC. (formerly, Xxxxxx Xxxxxxx Asset Management Inc.) (the "Adviser").
WHEREAS, the Company, the Fund, the Adviser and Xxxxxx Xxxxxxx Investments LP (formerly, Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP) ("MSI") have entered into a Participation Agreement dated as of September 1, 1997, as such agreement may be amended from time to time (the "Participation Agreement"); and
WHEREAS, effective May 1, 2002, MSI assigned to the Adviser all of the rights and obligations of MSI under the Participation Agreement and the Adviser accepted assignment of such rights and assumed corresponding obligations from MSI on such terms; and
WHEREAS, the Company, the Fund and the Adviser wish to amend the Participation Agreement in certain respects.
NOW, THEREFORE, in consideration of their mutual promises, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, the Fund and
the Adviser agree to amend the Participation Agreement as follows:
1. Schedule A of the Participation Agreement is deleted and replaced in its entirety with the
attached Schedule A.
2. Except as provided herein, the Participation Agreement shall remain in full force and
effect. This Amendment and the Participation Agreement, as amended, constitute the
entire agreement between the parties hereto pertaining to the subject matter hereof and
fully supersede any and all prior agreements or understandings between the parties hereto
pertaining to the subject matter hereof. In the event of any conflict between the terms of
this Amendment and the Participation Agreement, the terms of this Amendment shall
control.
3. This Amendment may be amended only by written instrument executed by each party
hereto.
4. This Amendment shall be effective as of the date written above.
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 hereunder affixed hereto as
of the date specified above.
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FIDELITY INVESTMENTS LIFE INSURANCE COMPANY |
THE UNIVERSAL INSTITUTIONAL FUNDS, INC. |
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By: ________________________ |
By: ________________________ |
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Name: ________________________ |
Name: ________________________ |
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Title: ________________________ |
Title: ________________________ |
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XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC. |
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By: ________________________ |
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Name: ________________________ |
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Title: ________________________ |
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SCHEDULE A
SEPARATE ACCOUNTS AND CONTRACTS
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Name of Separate Account and Date Established by Board of Directors
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Form Number* and Name of Contract Funded by Separate Account
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Fidelity Investments Variable Annuity Account I, established July 22, 1987 |
XXX-00000 XXX-00000 XXXX-00000 XXX - 00000 NRR - 96101 VA-1/87 |
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Fidelity Investments Variable Life Account I, established July 22, 1987 |
XXX-0000-XXX XXXX-0000-XXX |
* Refers to the basic contract. While there are state specific contracts having different contract numbers, they are variations of these basic contracts.
A-1
