Exhibit 99.8(b)(iii)
AMENDMENT NO. 2 TO
FUND PARTICIPATION AGREEMENT - SEPARATE ACCOUNT NO. 2
THIS AMENDMENT NO. 2 TO FUND PARTICIPATION AGREEMENT - SEPARATE ACCOUNT NO. 2 is
made and entered into as of the ________ day of ______________, 1999, by and
among MUTUAL OF AMERICA LIFE INSURANCE COMPANY, (the "Company"), AMERICAN
CENTURY VARIABLE PORTFOLIOS, INC. ("ACVP") and its investment advisor, AMERICAN
CENTURY INVESTMENT MANAGEMENT, INC. ("ACIM"). Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the Agreement
(defined below).
WITNESSETH
WHEREAS, the Company, ACVP and ACIM are parties to a Fund Participation
Agreement - Separate Account No. 2 (the "Agreement") dated as of December 30,
1988; and
WHEREAS, the Company, ACVP and ACIM are parties to Amendment No. 1 to the
Agreement, dated as of May 1, 1989; and
WHEREAS, the Company, ACVP and ACIM now desire to modify the Agreement so that
shares of VP Capital Appreciation (the "Fund") may be made available to the
Company to serve as underlying investment media for variable annuity contracts
and variable life policies offered to the public by the Company.
NOW THEREFORE, in consideration of the premises and the mutual covenants and
promises expressed herein, the parties agree as follows:
1. The parties agree that, pursuant to the terms of the Agreement, shares
of the Fund shall be made available to serve as underlying investment
media for variable annuity contracts and variable life insurance
policies (the "Policies") offered to the public by the Company, as well
as for public tax sheltered annuity contracts.
2. The Company represents that it has established Separate Account No. 3
("Account No. 3") as a separate account under New York Insurance Law to
serve as an investment vehicle for the Policies. The Company further
represents that Account No. 3 will be registered as a unit investment
trust under the Investment Company Act of 1940 prior to the sale of the
Policies.
3. All references to "Contracts" under the Agreement shall be deemed to
include the Policies under this Amendment No. 2.
4. All references to "Accounts" under the Agreement shall be deemed to
include Account No. 3 under this Amendment No. 2.
5. In the event that there is any conflict between the terms of this
Amendment No. 2 and the Agreement, it is the intention of the parties
hereto that the terms of this Amendment No. 2 shall control, and the
Agreement shall be interpreted on that basis. To the extent that the
provisions of the Agreement have not been amended by this Amendment No.
2, the parties hereby confirm and ratify the Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 as of the
date first written above.
MUTUAL OF AMERICA LIFE INSURANCE COMPANY
By:__________________________________
Name: _______________________________
Title: ________________________________
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
By:__________________________________
Name: _______________________________
Title: ________________________________
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
By:__________________________________
Name: _______________________________
Title: ________________________________
