Exhibit 99-B.8.20
SECOND AMENDMENT TO
PARTICIPATION AGREEMENT
THIS SECOND AMENDMENT TO THE PARTICIPATION AGREEMENT ("Second Amendment")
is made and entered into as of the 1st day of May, 1998, by and among MFS
VARIABLE INSURANCE TRUST, a Massachusetts business trust (the "Trust"), AETNA
INSURANCE COMPANY OF AMERICA, a Connecticut corporation (the "Company") on its
own behalf and on behalf of each of the segregated asset accounts of the Company
set forth in Schedule A of the Original Agreement (hereinafter defined) (the
"Accounts") and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation
("MFS").
WITNESSETH
WHEREAS the Trust, the Company and MFS are parties to a Participation
Agreement dated April 30, 1996, as supplemented by First Amendment to
Participation Agreement dated September 3rd, 1996 (collectively the "Original
Agreement"); and
WHEREAS the Trust, the Company and MFS now desire to modify the Original
Agreement.
NOW THEREFORE, in consideration of the premises and the mutual covenants
and promises expressed herein, the parties agree as follows:
1. Section 5.2 of the Original Agreement is hereby deleted in its entirety
and replaced with the following:
5.2 The Trust or its designee shall bear all expenses associated with the
registration and qualification of the Shares under all applicable federal
and state laws, including preparation and filing of the Trust's
registration statements and payment of filing fees and registration fees;
preparation and filing of the Trust's proxy materials and reports to
Shareholders, including annual and semi-annual reports; setting in type
and printing the Trust's prospectuses, statements of additional
information, proxy materials and reports to Shareholders, including annual
and semi-annual reports (to the extent provided by and as determined in
accordance with Article III above); preparation and filing of all
statements and notices required by the Trust by any federal or state law
with respect to its Shares; payment of all taxes on the issuance or
transfer of Shares; distribution of the Trust's prospectuses, proxy
materials and reports, including annual and semi-annual reports, to Policy
owners whose Policies are funded by the Shares; and payment of any
expenses permitted to be paid or assumed by the Trust pursuant to a plan,
if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any
expenses of marketing the Policies.
2. Section 5.3 of the Original Agreement is hereby deleted in its entirety
and replaced with the following:
5.3 The Company shall bear the expenses of distributing the Shares
prospectuses in connection with new sales of the Policies. The Company
shall bear all expenses associated with the registration, qualification,
and filing of the Policies under applicable federal securities and state
insurance laws; the cost of preparing, printing and distributing the
Policy Prospectus and statement of additional information; and the cost of
preparing, printing and distributing annual individual account statements
for Policy owners as required by state insurance laws.
3. Section 5.4 of the Original Agreement is hereby deleted in its entirety
and replaced with the following:
5.4 MFS will quarterly reimburse the Company for certain of the administrative
costs and expenses incurred by the Company as a result of operations
necessitated by the beneficial ownership by Policy owners of shares of the
Portfolios in the Trust, equal to .20% per annum of the aggregate net
assets of the Trust attributable to such Policy owners. In no event shall
such fee be paid by the Trust, its shareholders or by the Policy owners.
4. The Original Agreement, as supplemented by this Second Amendment, is
ratified and confirmed; and
5. This Second Amendment may be executed in two or more counterparts, which
together shall constitute one instrument.
IN WITNESS WHEREOF, the parties have executed this Second Amendment as of
the date first above written.
AETNA INSURANCE COMPANY OF AMERICA MFS VARIABLE INSURANCE TRUST
By its authorized officer, on behalf of the Portfolios. By
its authorized officer and not
individually,
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx
------------------------------ ---------------------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President Title: Secretary
MASSACHUSETTS FINANCIAL SERVICES
COMPANY
By its authorized officer,
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chairman, Chief Executive Officer
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