EXHIBIT (8)(j)(2)
AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
This Amendment No. 2, effective as of May 17, 2001 amends the Participation
Agreement ("Agreement") dated March 21, 1997, as amended, among PFL Life
Insurance Company, Variable Insurance Products Fund III and Fidelity
Distributors Corporation.
WHEREAS, PFL Life Insurance Company changed its name to Transamerica Life
Insurance Company; and
WHEREAS, Variable Insurance Products Fund III now offers multiple classes of
shares;
NOW, THEREFORE, the parties hereby agree as follows:
1. All references in the Participation Agreement to PFL Life Insurance Company
or to the "Company" shall refer to Transamerica Life Insurance Company;
2. Section 2.5 is replaced in its entirety with the following:
2.5. (a) With respect to Initial Class shares, the Fund
currently does not intend to make any payments to finance distribution
expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise, although
it may make such payments in the future. The Fund has adopted a "no fee" or
"defensive" Rule 12b-1 Plan under which it makes no payments for
distribution expenses. To the extent that it decides to finance
distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have a
board of trustees, a majority of whom are not interested persons of the
Fund, formulate and approve any plan under Rule 12b-1 to finance
distribution expenses.
(b) With respect to Service Class shares and Service Class
2 shares, the Fund has adopted Rule 12b-1 Plans under which it makes
payments to finance distribution expenses. The Fund represents and warrants
that it has a board of trustees, a majority of whom are not interested
persons of the Fund, which has formulated and approved each of its Rule
12b-1 Plans to finance distribution expenses of the Fund and that any
changes to the Fund's Rule 12b-1 Plans will be approved by a similarly
constituted board of trustees; and
3. The Agreement, as supplemented by this Amendment, is ratified and
confirmed.
IN WITNESS WHEREOF, the parties have hereto affixed their respective authorized
signatures.
TRANSAMERICA LIFE INSURANCE COMPANY
(formerly known as PFL Life Insurance Company)
By: /s/ Xxxxx X. Xxxxxx
--------------------------
Name: Xxxxx X. Xxxxxx
Title: President
VARIABLE INSURANCE PRODUCTS FUND III
By: /s/ Xxxxxx X. Xxxxx
--------------------------
Xxxxxx X. Xxxxx
Senior Vice President
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxx Xxxxxx
--------------------------
Xxxx Xxxxxxx
Executive Vice President
