EXHIBIT (8)(a)(1)
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AMENDMENT TO FUND PARTICIPATION AGREEMENT
Amendment to Fund Participation Agreement
This Amendment to the Fund Participation Agreement is made effective as
of January 1, 2000 among PFL Life Insurance Company (the "Company"), One
Group(R) Investment Trust (the "Trust"), Banc One Investment Advisors
Corporation (the "Adviser"), and One Group Administrative Services, Inc., a
Delaware corporation (the "Services Company").
Background Information
1. The Trust, the Company, Nationwide Advisory Services, Inc., Nationwide
Investors Services, Inc. ("Nationwide Investors"), and the Adviser entered
into a Fund Participation Agreement effective as of August 2, 1999 (the
"Participation Agreement") in order to permit the Company to utilize the
Trust as an investment vehicle for certain variable insurance products;
2. Effective January 1, 2000, Nationwide Advisory Services, Inc. and
Nationwide Investors will no longer serve as administrator and transfer
agent, respectively to the Trust; and
3. In order to reflect the replacement of Nationwide Advisory Services, Inc.
and Nationwide Investors and the appointment of the Services Company as
administrator, the parties wish to amend the Participation Agreement.
Statement of Agreement
The parties hereby acknowledge the accuracy of the foregoing Background
Information and hereby agree as follows:
(S)1. Definition of Terms. Unless otherwise defined herein, all
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capitalized terms shall have the meaning ascribed to them in the Participation
Agreement.
(S)2. Amendment to reflect the appointment of the Services Company as
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Administrator. In order to reflect the replacement of Nationwide Advisory
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Services, Inc. as administrator by the Services Company, all references to
"Nationwide Advisory Services, Inc." in the Participation Agreement are hereby
changed to "One Group Administrative Services, Inc." By execution of this
Amendment, the Services Company agrees to be bound by and perform the duties and
obligations specified for the Administrator in the Participation Agreement
effective January 1, 2000. Notwithstanding the foregoing, the Services Company
shall not be liable for losses, claims, damages, liabilities or litigation
arising from the acts or omissions of Nationwide Advisory Services, Inc.
(S)3. Amendment to reflect the replacement of Nationwide Investors In
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order to reflect that Nationwide Investors no longer provides transfer agency
services to the Trust, all references to "Nationwide Investors Services, Inc."
and "Transfer Agent" shall be deleted from the Participation Agreement,
including, without limitation, Section 7.5 of the Participation Agreement.
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(S)4. Conforming Amendments to Sections 1.1 and 1.3. Sections 1.1
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and 1.3 of the Participation Agreement are hereby deleted in their entirety and
the following new Sections 1.1 and 1.3 are substituted in their place:
"1.1. The Trust agrees to make available for purchase by the Company
shares of the Portfolio and shall execute orders placed for each
Account on a daily basis at the net asset value next computed after
receipt by the Trust or its designee of such order. For purposes of
this Section 1.1, the Company shall be the designee of the Trust for
receipt of such orders from each Account and receipt by such designee
shall constitute receipt by the Trust; provided that the Trust's
designated transfer agent receives notice of such order by 10:00 a.m.
Eastern Time on the next following Business Day ("Trade Date plus 1").
Notwithstanding the following, the Company shall use its best efforts
to provide the Trust's designated transfer agent with notice of such
orders by 9:30 a.m. Eastern Time on Trade Date plus 1. The
Administrator shall provide information (electronically or by fax)
concerning each trade by 1:00 Eastern Time on Trade Date plus 1.
"Business Day" shall mean any day on which the New York Stock Exchange
is open for trading and on which the Trust calculates its net asset
value pursuant to the rules of the Securities and Exchange Commission,
as set forth in the Trust's prospectus and statement of additional
information. Notwithstanding the foregoing, the Board of Trustees of
the Trust (hereinafter the "Board") may refuse to sell shares of any
Portfolio to any person, or suspend or terminate the offering of shares
of any Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of the
Board acting in good faith and in light of their fiduciary duties under
federal and any applicable state laws, necessary in the best interests
of the shareholders of such Portfolio.
1.3. The Trust agrees to redeem for cash, on the Company's request, any
full or fractional shares of the Trust held by the Company, executing
such requests on a daily basis at the net asset value next computed
after receipt by the Trust or its designee of the request for
redemption. For purposes of this Section 1.3, the Company shall be the
designee of the Trust for receipt of requests for redemption from each
Account and receipt by such designee shall constitute receipt by the
Trust; provided that the Trust's designated transfer agent receives
notice of such request for redemption on Trade Date plus 1 in
accordance with the timing rules described in Section 1.1."
(S)5. Notices. ARTICLE X is hereby amended by replacing the address for
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the Trust, the Administrator, and the Adviser with the following:
If to the Trust:
One Group Investment Trust
0000 Xxxxxxx Xxxxxxx, Xxxxx X0
Xxxxxxxx, Xxxx 00000
Attn: Fund President
If to the Administrator:
One Group Administrative Services, Inc.
0000 Xxxxxxx Xxxxxxx, Xxxxx X0
Xxxxxxxx, Xxxx 00000
Attention: President
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If to the Adviser:
Banc One Investment Advisors Corporation
0000 Xxxxxxx Xxxxxxx, Xxxxx X0
Xxxxxxxx, Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
(S)6. Miscellaneous. Except as otherwise set forth herein, the
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Participation Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment effective as of January 1, 2000.
PFL LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Its: President
ONE GROUP(R)INVESTMENT TRUST
By: /s/ Xxxx X. Xxxxxx
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Its: President
ONE GROUP ADMINISTRATIVE SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
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Its: Vice President
BANC ONE INVESTMENT ADVISORS CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Its: Chief Operating Officer
PFL FPA Amendment.doc
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