May 16, 2007
Phoenix Life and Annuity Company
Xx. Xxxxxxx Xxxxxxx
Xxx Xxxxxxxx Xxx, X-XX0
Xxxxxxxx, Xxxxxxxxxxx 00000
Re: Participation Agreement among Variable Insurance Products Fund ("Fund I"),
Fidelity Distributors Corporation (the "Underwriter") and Insurance Company
(the "Company"), dated June 1, 2000, as amended ("Participation Agreement
I"); and
Participation Agreement among Variable Insurance Products Funds II ("Fund
II"), the Underwriter and the Company, dated June 1, 2000, as amended
("Participation Agreement II")
Dear Xx. Xxxxxxx:
The Company, the Underwriter, and Fund I and Fund II, respectively, are parties
to the above-referenced Participation Agreements (Fund 1 and Fund II are
referred to as the "Current Funds"). As explained in the notice sent to you on
May 3, 2007, Fidelity is in the process of reorganizing some of the portfolios
of the Current Funds (the "Affected Portfolios") for administrative purposes.
In connection with this reorganization, the Affected Portfolios will be moved
into corresponding "shell" portfolios of a new Variable Insurance Products Fund
V ("Fund V"). A list of all of the Affected Portfolios in Fund I and Fund II
covered by the reorganization and the corresponding Fund V portfolios is set
forth on the attached Exhibit.
In connection with this change, we are asking for your consent to (1) the
amendment of each Participation Agreement to add Fund V as a "Fund" party under
the terms of each Participation Agreement (the "Amendment"); and (2) the
assignment of all of each Current Fund's rights, benefits and obligations under
each Participation Agreement with respect to the Affected Portfolios to Fund V,
with respect to the corresponding portfolios of Fund V, and the release of the
Current Funds from the obligations so assigned (the "Assignment"). Each
Participation Agreement will remain in full force and effect in accordance with
its terms, as so amended and assigned herein. The Amendment will also add the
following clarifying language to each Participation Agreement as a new Article
A of the Agreement:
This Agreement shall create a separate participation agreement for each
Fund, as though the Company and the Underwriter had executed a separate,
identical form of participation agreement with each Fund. No rights,
responsibilities or liabilities of any Fund shall be attributed to any other
Fund.
Your signature below will indicate the Company's consent to the Amendment and
Assignment of each Participation Agreement as set forth above, to become
effective immediately upon consummation of the reorganization.
Thank you for your prompt attention to this matter. If for some reason we have
not obtained your signature prior to the reorganization, and the Company
submits orders or instructions under the Participation Agreements, we will deem
the Company to have consented to each Amendment and Assignment. Please do not
hesitate to contact your Fidelity Relationship Manager or Key Account Manager
if you have any questions.
Very truly yours,
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Executive Vice President
VARIABLE INSURANCE PRODUCTS FUND,
VARIABLE INSURANCE PRODUCTS FUND II and
VARIABLE INSURANCE PRODUCTS FUND V
By: /s/ Xxxxxxxxx Xxxxxxxxxx
----------------------------------
Name: Xxxxxxxxx Xxxxxxxxxx
Title: Treasurer
The Undersigned Consents to the Amendment and Assignment of the Participation
Agreement as of this 6 day of June 2007:
PHOENIX LIFE AND ANNUITY COMPANY
By: /s/ Xxxx Xxxxxxx X'Xxxxxxx
----------------------------------
Name: Xxxx Xxxxxxx X'Xxxxxxx
Title: Senior Vice President
Please keep one copy and return the other to:
Xxxxxx Xxxxxx, Director, Contracts Management
Fidelity Investments
000 Xxxxx Xxxxxx, X0X
Xxxxxxxxxx XX 00000
EXHIBIT A
AFFECTED PORTFOLIOS FUND V PORTFOLIOS
------------------- -----------------------------------
Variable Insurance Products Fund Variable Insurance Products Fund V
Money Market Portfolio Money Market Portfolio
Variable Insurance Products Fund II
Asset Manager Portfolio Asset Manager Portfolio
Asset Manager: Growth Portfolio Asset Manager: Growth Portfolio
Investment Grade Bond Portfolio Investment Grade Bond Portfolio
Variable Insurance Products Fund IV
Freedom Income Portfolio Freedom Income Portfolio
Freedom 2005 Portfolio Freedom 2005 Portfolio
Freedom 2010 Portfolio Freedom 2010 Portfolio
Freedom 2015 Portfolio Freedom 2015 Portfolio
Freedom 2020 Portfolio Freedom 2020 Portfolio
Freedom 2025 Portfolio Freedom 2025 Portfolio
Freedom 2030 Portfolio Freedom 2030 Portfolio
FundsManager 20% Portfolio FundsManager 20% Portfolio
FundsManager 50% Portfolio FundsManager 50% Portfolio
FundsManager 70% Portfolio FundsManager 70% Portfolio
FundsManager 85% Portfolio FundsManager 85% Portfolio
Strategic Income Portfolio Strategic Income Portfolio
