AMENDMENT TO
PARTICIPATION AGREEMENT
The Participation Agreement (the "Agreement"), dated as of May 1, 2003, by and
among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc.,
a Delaware corporation; Jefferson National Life Insurance Company, a Texas life
insurance company ("JNL") and INVIVA Securities Corporation (UNDERWRITER), is
hereby amended as follows:
Section 2.3 of the Agreement is hereby deleted in its entirety and replaced with
the following:
2.3 APPLICABLE PRICE
(a) Share purchase payments and redemption orders that result from
purchase payments, premium payments, surrenders and other transactions
under Contracts (collectively, "Contract transactions") and that JNL
receives prior to the close of regular trading on the New York Stock
Exchange (or such other time set by the Board for purposes of determining
the current net asset value of a Fund in accordance with Rule 22c-1 under
the 0000 Xxx) on a Business Day will be executed at the net asset values of
the appropriate Funds next computed after receipt by AVIF or its designated
agent of the orders. For purposes of this Section 2.3(a), JNL shall be the
designated agent of AVIF for receipt of orders relating to Contract
transactions, , in accordance with Section 22(c) and Rule 22c-1 under the
1940 Act, on each Business Day and receipt by such designated agent shall
constitute receipt by AVIF; provided that AVIF receives notice of such
orders by 9:00 a.m. Central Time on the next following Business Day or such
later time as computed in accordance with Section 2.1(b) hereof. In
connection with this Section 2.3(a), JNL represents and warrants that it
will not submit any order for Shares or engage in any practice, nor will it
allow or suffer any person acting on its behalf to submit any order for
Shares or engage in any practice, that would violate or cause a violation
of applicable law or regulation including, without limitation Section 22 of
the 1940 Act and the rules thereunder.
(b) All other Share purchases and redemptions by JNL will be effected
at the net asset values of the appropriate Funds next computed after
receipt by AVIF or its designated agent of the order therefor, and such
orders will be irrevocable.
(c) Without limiting the scope or effect of Section 1.1 hereof,
pursuant to which the Board may reject a Share purchase order by or on
behalf of JNL under the circumstances described therein, JNL and
UNDERWRITER agree to cooperate with the Fund and AIM to prevent any person
exercising, or purporting to exercise, rights or privileges under one or
more Contracts (including, but not limited to Contract owners, annuitants,
insureds or participants, as the case may
1
be (collectively, "Participants")) from engaging in any trading practices
in any Fund that the Board or AIM determines, in good faith and in their
sole discretion, to be detrimental or potentially detrimental to the other
shareholders of the Fund, or to be in contravention of any applicable law
or regulation including, without limitation, Section 22 of the 1940 Act and
the rules thereunder. Such cooperation may include, but shall not be
limited to, identifying the person or persons engaging in such trading
practices, facilitating the imposition of any applicable redemption fee on
such person or persons, limiting the telephonic or electronic trading
privileges of such person or persons, and taking such other remedial steps,
all to the extent permitted or required by applicable law.
Section 6.3 of the Agreement is hereby deleted in its entirety and replaced with
the following:
6.3 FUNDS TO REMAIN AVAILABLE
Notwithstanding any termination of this Agreement by JNL, AVIF will,
at the option of JNL, continue to make available additional shares of the
Fund pursuant to the terms and conditions of this Agreement, for all
Contracts in effect on the effective date of termination of this Agreement
(hereinafter referred to as "Existing Contracts"), unless AIM or the Board
determines that doing so would not serve the best interests of the
shareholders of the affected Funds or would be inconsistent with applicable
law or regulation. Specifically, without limitation, the owners of the
Existing Contracts will be permitted to reallocate investments in the Fund
(as in effect on such date), redeem investments in the Fund and/or invest
in the Fund upon the making of additional purchase payments under the
Existing Contracts. The parties agree that this Section 6.3 will not apply
to any (i) terminations under Section 5 and the effect of such terminations
will be governed by Section 5 of this Agreement or (ii) any rejected
purchase and/or redemption order as described in Section 2.3(c) hereof.
Section 22 is hereby added to the Agreement:
SECTION 22. FORCE MAJEURE
Each Party shall be excused from the performance of any of its
obligations to the other where such nonperformance is occasioned by any
event beyond its control which shall include, without limitation, any
applicable order, rule or regulation of any federal, state or local body,
agency or instrumentality with jurisdiction, work stoppage, accident,
natural disaster, war, acts of terrorism or civil disorder, provided that
the Party so excused shall use all reasonable efforts to minimize its
nonperformance and overcome, remedy, cure or remove such event as soon as
is reasonably practicable, and such performance shall be excused only for
so long as, in any given case, the force or circumstances making
performance impossible shall exist.
2
Schedule A of the Agreement is hereby deleted in its entirety and replaced with
the following:
SCHEDULE A
FUNDS AVAILABLE UNDER THE CONTRACTS
AIM V.I. Aggressive Growth Fund
AIM V.I. Balanced Fund
AIM V.I. Basic Value Fund
AIM V.I. Blue Chip Fund
AIM V.I. Capital Appreciation Fund
AIM V.I. Capital Development Fund
AIM V.I. Core Equity Fund
AIM V.I. Dent Demographic Trends Fund
AIM V.I. Diversified Income Fund
AIM V.I. Government Securities Fund
AIM V.I. Growth Fund(1)
AIM V.I. High Yield Fund(1)
AIM V.I. International Growth Fund
AIM V.I. Large Cap Growth Fund
AIM V.I. Mid Cap Core Equity Fund
AIM V.I. Money Market Fund
AIM V.I. Premier Equity Fund
AIM V.I. Real Estate Fund(2)
AIM V.I. Small Cap Equity Fund
INVESCO VIF - Core Equity Fund
INVESCO VIF - Dynamics Fund
INVESCO VIF - Financial Services Fund
INVESCO VIF - Health Sciences Fund
INVESCO VIF - Leisure Fund
INVESCO VIF - Small Company Growth Fund
INVESCO VIF - Technology Fund(1)
INVESCO VIF - Total Return Fund
INVESCO VIF - Utilities Fund
(1) Effective April 30, 2004, AIM V.I. Growth Fund acquired the assets of
INVESCO VIF - Growth Fund; AIM V.I. High Yield Fund acquired the assets of
INVESCO VIF - High Yield Fund; and INVESCO VIF - Technology Fund acquired
the assets of AIM V.I. New Technology Fund and INVESCO VIF -
Telecommunications Fund.
(2) Formerly, INVESCO VIF - Real Estate Opportunities Fund
SEPARATE ACCOUNTS UTILIZING THE FUNDS
- Jefferson National Life Annuity Account C
- Jefferson National Life Annuity Account E
- Jefferson National Life Annuity Account F
- Jefferson National Life Annuity Account G
- Jefferson National Life Annuity Account H
- Jefferson National Life Annuity Account I
- Jefferson National Life Annuity Account J
- Jefferson National Life Annuity Account K
- Jefferson National Life Account L
- Jefferson National Life Annuity Account M
- Jefferson National Life Annuity Account N
- Jefferson National Life Annuity Account O
3
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
- 22-4025 (Individual)
- 32-4000 (Group)
- 22-4047/32-4003 (Achievement)
- 22-4048/32-4002 (Educator)
- 22-4061
- 22-4056
- CVIC-2000 or - 2001(state specific)
- CVIC-2004 or - 2005(state specific)
- JNL-2100
- JNL-2200
- CVIC-1001 and -1003
- JNL-22-4061
- JNL-2000
- JNL-2004
4
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective date: _______________, 2004
AIM VARIABLE INSURANCE FUNDS
Attest: /s/ Xxx Xxxxxxxx By: /s/ Xxxx X. Xxxxxxxxxx
----------------------------- ------------------------------------
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------ ---------------------------------
A I M DISTRIBUTORS, INC.
Attest: /s/ Xxx Xxxxxxxx By: /s/ Xxxx X. Needles
----------------------------- ------------------------------------
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------ ---------------------------------
JEFFERSON NATIONAL LIFE INSURANCE
COMPANY
Attest: By: /s/ Xxxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------ ---------------------------------
INVIVA SECURITIES CORPORATION
Attest: By: /s/ Xxx Xxxxxx-Xxxxx
----------------------------- ------------------------------------
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------ ---------------------------------
4
