AMENDMENT NO. 2
PARTICIPATION AGREEMENT
The Participation Agreement (the "Agreement"), dated as of April 30, 2004,
by and among AIM Variable Insurance Funds, a Delaware trust, A I M Distributors,
Inc., a Delaware corporation, and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, a
Colorado life insurance company ("G-WL&A"), on behalf of itself and each of its
segregated asset accounts listed in Schedule A hereto, as parties hereto may
amend from time to time (each, an "Account," and collectively, the "Accounts");
and as the principal underwriter of the Contracts ("UNDERWRITER"), is hereby
amended as follows:
The following is added under: "SECTION 2 PROCESSING AND TRANSACTIONS"
before SECTION 2.1(A):
"Notwithstanding the provisions of paragraph (b) of this Section 2.1,
the Parties agree to communicate, process and settle purchase and
redemption transactions for Shares (collectively, "Share transactions") via
the Fund/SERV and Networking systems of the National Securities Clearing
Corporation (hereinafter, "NSCC"). G-WL&A and AIM each represents and
warrants that it: (a) has entered into an agreement with NSCC, (b) has met
and will continue to meet all of the requirements to participate in
Fund/SERV and Networking, and (c) intends to remain at all times in
compliance with the then current rules and procedures of NSCC, all to the
extent necessary or appropriate to facilitate such communications,
processing, and settlement of Share transactions. AIM agrees to provide
G-WL&A with account positions and activity data relating to Share
transactions via Networking. G-WL&A shall place trades with NSCC using
Defined Contribution Clearance & Settlement (hereinafter, "DCC&S")
indicators, no later than 8:00 a.m. Central Time, and G-WL&A shall pay for
Shares by the scheduled close of federal funds transmissions on the same
Business Day on which it places an order to purchase Shares in accordance
with this section. Payment shall be in federal funds transmitted by wire
from the designated NSCC Settling Bank (on behalf of G-WL&A).
For purposes of this Agreement, "Fund/SERV" shall mean NSCC's system
for automated, centralized processing of mutual fund purchase and
redemption orders, settlement, and account registration; "Networking" shall
mean NSCC's (Level Zero) system that allows mutual funds and life insurance
companies to exchange account level information electronically; "DCC&S"
shall refer to an NSCC program that facilitates the automated processing
and reporting of defined contribution transactions among asset managers,
plan trustees, and plan administrators, including third-party
administrators; and "Settling Bank" shall mean the entity appointed by AVIF
to perform such settlement services on behalf of AVIF, which agrees to
abide by NSCC's then current rules and procedures insofar as they relate to
same day funds settlement. In all cases, processing and settlement of Share
transactions shall be done in a manner consistent with applicable law.
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In the event that any Party is prohibited from communicating,
processing or settling Share transactions via Fund/SERV or Networking, such
Party shall notify the other Parties by 9:00 a.m. Central Time. After all
Parties have been notified, the provisions of paragraphs (b) and (c) of
this Section 2.1 shall apply."
All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect. Unless otherwise specified, all defined terms
shall have the same meaning given to them in the Agreement.
Effective Date: August 1, 2006
AIM VARIABLE INSURANCE FUNDS
Attest: /s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: Xxx Xxxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary Title: President
A I M DISTRIBUTORS, INC.
Attest: /s/ P. Xxxxxxxx Xxxxx By: /s/ Xxxx X. Needles
----------------------------- ------------------------------------
Name: P. Xxxxxxxx Xxxxx Name: Xxxx X. Needles
Title: Assistant Secretary Title: President
GREAT-WEST LIFE & ANNUITY INSURANCE
COMPANY
Attest: By: /s/ Xxxxxx Xxxx
----------------------------- ------------------------------------
Name: Name: Xxxxxx Xxxx
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Title: Title: Senior Vice President
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