December 7, 2005 Ms. Jackie Wright Kansas City Life Insurance Co 3520 Broadway Kansas City, MO 64111-2565 Dear Ms. Jackie Wright:
December
7, 2005
Ms.
Xxxxxx Xxxxxx
Kansas
City Life Insurance Co 0000 Xxxxxxxx
Kansas
City, MO 64111-2565
Dear Ms.
Xxxxxx Xxxxxx:
The
purpose of this letter is to amend the Participation Agreement among
Massachusetts Financial Services Company (“MFS”), MFS Variable Insurance Trust
(“VIT”) and Kansas City Life Insurance Company (the “Company”), made and entered
into as of April 25, 1995 (the “Agreement”). The amendments would enable VIT (i)
to sell its shares to additional qualified parties, including funds-of-funds
operated by certain insurance companies (“Funds-of-Funds”); and (ii) to make
in-kind redemptions.
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 1, Section 1.3 of the Agreement is amended to
read as follows:
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1.3
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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.
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Currently,
the Agreement provides only for cash redemptions. This amendment to the
Agreement will permit VIT to make in-kind redemptions in addition to cash
redemptions, to the extent permitted by law and as described in the VIT
Prospectus. The amendment is principally intended to permit in-kind redemptions
in the event of large-scale redemptions, such as those in connection with
substitutions. As such, Article I, Section 1.4 of the Agreement is amended to
read as follows:
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1.4.
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he
Trust agrees to redeem for cash or, to the extent permitted by applicable
law, in-kind, on the Company’s request, any full or fractional Shares held
by the Accounts (based on orders placed by Policy owners prior to the
close of regular trading on the NYSE on that Business Day), 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 1.4, the Company shall be the designee of the
Trust for receipt of requests for redemption from Policy owners and
receipt by such designee shall constitute receipt by the Trust; provided
that the Trust receives notice of such request for redemption by 9:00 a.m.
New York time on the next following Business
Day.
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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 these amendments 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 these amendments, please contact Xxxx Xxxxxxx,
Vice President-Business Support & Development, at 617.954.5594 or Xxxxx
Xxxxxxx, Counsel, at 617.954.5843.
Very
truly yours,
MASSACHUSETTS
FINANCIAL SERVICES COMPANY
By its
authorized officer,
/s/
Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Executive
Vice President and
Director
of Global Distribution
MFS
VARIABLE INSURANCE TRUST on behalf of the Portfolios
By its
authorized officer and not individually,
/s/
Xxxxxxx X. Xxxx
Xxxxxxx
X. Xxxx, Secretary
Accepted
by:
KANSAS
CITY LIFE INSURANCE COMPANY
By: /s/ Xxxxx
Xxxxxxxxx
Name:
Xxxxx Xxxxxxxxx
Title:
AVP Broker Dealer
