MFS INVESTMENT MANAGEMENT
Exhibit 99.B.8(d)(5)
MFS INVESTMENT MANAGEMENT
000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Amendment No. 4 To Participation Agreement
July 7, 2006
Xx. Xxx Xxxxxx
Liberty Life Assurance Company Of Boston
000 Xxxxxxx Xxx
Xxxxx, XX 00000
Dear Xx. Xxxxxx:
The purpose of this letter is to amend the Participation Agreement among Massachusetts Financial Services Company (“MFS), MFS Variable Insurance Trust (“VIT”) and Liberty Life Assurance Company of Boston (the “Company”), made and entered into as of March 16, 1999 (the “Agreement”). The amendment would enable VIT to sell its shares to additional qualified parties, including funds-of-funds operated by certain insurance companies (“Funds-of-Funds”).
The Agreement currently permits VIT shares to be sold only to insurance companies and their separate accounts and qualified pension and retirement plans (as well as MFS and its affiliates). MFS and VIT intend to amend the Agreement to allow sales of VIT shares to any other person or plan to the extent such sales would not cause any Participating Insurance Company to violate the diversification requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended. Such an amendment would be sufficiently broad to permit sales of VIT shares to Funds-of-Funds. As such, Article I, Section 1.3 of the Agreement is amended to read as follows:
1.3 The Trust and MFS agree that the Shares will be sold only to insurance companies which have entered into participation agreements with the Trust and MFS (the “Participating Insurance Companies”) and their separate accounts, qualified pension and retirement plans, MFS or its affiliates, and any other person or plan permitted to hold shares of the Trust pursuant to Treasury Regulation 1.817-5 without impairing the ability of the Company, on behalf of its separate accounts, to consider the Shares as constituting investments of the separate accounts for the purpose of satisfying the diversification requirements of Section 817(h). The Trust and MFS will not sell Trust shares to any insurance company or separate account unless an agreement containing provisions substantially the same as Articles III and VII of this Agreement is in effect to govern such sales. The Company will not resell the Shares except to the Trust or its agents.
Except as modified and amended above, the Agreement is hereby ratified and confirmed in full force and effect accordance with its terms. All capitalized terms not defined in this letter shall have the meanings ascribed to them in the Agreement.
Please indicate your acceptance of this amendment by having the enclosed duplicate copy of this letter signed where indicated below by an appropriate officer of the Company and return this duplicate copy at your earliest convenience.
Should you have any questions regarding the amendment, contact Xxxx Xxxxxxx, Vice-President–Business Support & Development, at 617.954.5594 or Xxxxx Xxxxxxxxxx, Assistant Vice-President and Counsel, at 617.954.5843.
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Very truly yours, |
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MASSACHUSETTS FINANCIAL |
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SERVICES COMPANY |
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By its authorized officer, |
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/s/ Xxxxxx X. Xxxxxxx |
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Xxxxxx X. Xxxxxxx |
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President and Chief Executive Officer |
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MFS VARIABLE INSURANCE TRUST |
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On behalf of the Portfolios |
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By its authorized officer and not individually, |
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/s/ Xxxxx X. Xxxxxx |
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Xxxxx X. Xxxxxx |
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Assistant Secretary |
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Accepted by: |
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LIBERTY LIFE
ASSURANCE COMPANY OF |
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By: |
/s/ Xxxxxxx Xxxxxxxxxx |
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Name: |
xxxxxxx xxxxxxxxxx |
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Title: |
Vice President & CCO, |
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Life Compliance |
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