EXHIBIT (h)(4)(d)
[Logo of MFS Investment Management]
MFS INVESTMENT MANAGEMENT
000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000
December 19, 2005
The United States Life Insurance Company in the City of New York
c/o American General Life Insurance Company
0000 Xxxxx Xxxx # Xx0-00
Xxxxxxx, XX 00000-0000
Dear __________:
The purpose of this letter is to amend each Participation Agreement among
Massachusetts Financial Services Company ("MFS"), MFS Variable Insurance Trust
("VIT") and The United States Life Insurance Company in the City of New York
(the "Company"), made and entered into as of August 20, 1999 (the "Agreement").
The amendment will 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 I,
Section 1.3 of the Agreement is amended to read as follows:
1.3The 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.
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:
1.4.The 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
Letter Amendment
December 19, 2005
Page 2 of 2
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.
Except as modified and amended above, the Agreement is hereby ratified and
confirmed in full force and effect in 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
copies of this letter signed where indicated below by an appropriate officer of
the Company and return an executed copy at your earliest convenience.
Should you have any questions regarding these amendments, please contact
______, ______, at ______ or ______, ______, at ______.
Very truly yours,
MASSACHUSETTS FINANCIAL
SERVICES COMPANY
By its authorized officer,
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MFS VARIABLE INSURANCE TRUST
On behalf of the Portfolios
By its authorized officer and
not individually,
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Accepted by:
THE UNITED STATES LIFE
INSURANCE COMPANY IN THE CITY OF
NEW YORK
By:
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Name:
Title:
Attest:
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Name:
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Title:
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(Corporate Seal)
