EXHIBIT 99-B.8.2
AMENDMENT NO. 1
PARTICIPATION AGREEMENT
The Participation Agreement (the "Agreement"), dated June 30, 1998,
by and among AIM Variable Insurance Funds (formerly AIM Variable Insurance
Funds, Inc.) a Delaware trust, A I M Distributors, Inc., a Delaware
corporation, Aetna Life Insurance and Annuity Company, a Connecticut life
insurance company and Aetna Life Insurance and Annuity Company, is hereby
amended as follows:
The following subsection is added to Section 1 of the Agreement:
1.3 NO SALES TO THE GENERAL PUBLIC.
AVIF represents and warrants that no Shares of any Fund have been or
will be sold to the general public, it being understood by the Parties that
AVIF may sell shares of any Fund to any person eligible to invest in that
Fund in accordance with applicable provisions of Section 817(h) of the Code
and the regulations thereunder, and that if such provisions are not
applicable, then AVIF may sell shares of any Fund to any person, including
members of the general public.
The following subsection is added to Section 2.3:
(c) Notwithstanding any provision of the Agreement to the
contrary, the Parties agree that AVIF shall determine the applicable price
for Share orders attributable to Contracts funded by unregistered Accounts in
accordance with Section 2.3(a) hereof, PROVIDED that LIFE COMPANY represents
and warrants that it is legally or contractually obligated to treat such
orders in the same manner as orders attributable to Contracts funded by
registered Accounts. Each Share order placed by LIFE COMPANY that is
attributable, in whole or in part, to Contracts funded by an unregistered
Account, shall be deemed to constitute such representation and warranty by
LIFE COMPANY unless the order specifically states to the contrary.
Otherwise, AVIF shall determine the applicable price for Share orders
attributable to Contracts funded by unregistered Accounts in accordance with
Section 2.3(b) hereof. As used herein, an Account is registered if it is
registered under the 1940 Act.
Section 4.3(a)(vii) is hereby deleted in its entirety and replaced
with the following:
(vii) each Account's prospectus, statement of additional
information, offering material, disclosure booklet, and other documents
pursuant to which Contracts are offered, and any amendments or supplements
thereto (collectively, the "Account Prospectus"), will at all times comply in
all material respects with all applicable requirements of the 1933 Act and
the rules thereunder.
Section 4.3(b)(vi) is hereby deleted in its entirety and replaced
with the following:
(vi) AVIF's prospectus, statement of additional information and
any amendments or supplements thereto (collectively, the "AVIF Prospectus")
will at all times comply in all material respects with all applicable
requirements of the 1933 Act and the rules thereunder.
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Schedule A of the Agreement is hereby deleted in its entirety and
replaced with the following:
SCHEDULE A
FUNDS AVAILABLE UNDER SEPARATE ACCOUNTS
THE POLICIES UTILIZING THE FUNDS
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AIM V.I. Capital Appreciation Fund Variable Annuity Account B
AIM V.I. Government Securities Fund Variable Annuity Account C
AIM V.I. Growth Fund Variable Annuity Account D
AIM V.I. Growth and Income Fund
AIM V.I. International Equity Fund
AIM V.I. Value Fund
All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
Effective Date: October 1, 2000
AIM VARIABLE INSURANCE FUNDS
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary Title: President
(SEAL)
A I M DISTRIBUTORS, INC.
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Secretary Title: President
(SEAL)
AETNA LIFE INSURANCE AND ANNUITY COMPANY
(As Insurer and Underwriter)
Attest: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Assistant Corporate Secretary Title: Vice President
(SEAL)
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