First Amendment to Participation Agreement
Great-West Life & Annuity Insurance Company, Variable Insurance Products Fund II
and Fidelity Distributors Corporation, in consideration of their mutual promises
made herein, hereby amend their Participation Agreement ("Agreement"), dated May
1,1999 by doing all of the following:
I. Revising the recitals to indicate, wherever appropriate, that
WHEREAS, the variable life insurance and/or variable annuity products
identified on Schedule A hereto ("Contracts") have been or will be
registered by the Company under the Securities Act of 1933, unless such
Contracts are exempt from registration thereunder; and
WHEREAS, the Company has registered or will register the Separate
Accounts identified on Schedule A as unit investment trusts under the
1940 Act, unless such Accounts are exempt from registration thereunder.
II. Replacing section 1.6 in its entirety with the following:
The Company agrees that purchases and redemptions of Portfolio shares
offered by the then current prospectus of the Fund shall be made in
accordance with the provisions of such prospectus. The Company agrees
that all net amounts available under the variable annuity and life
insurance contracts with the form number(s) which are listed on Schedule
A attached hereto and incorporated herein by this reference, as such
Schedule A may be amended from time to time hereafter by mutual written
agreement of all parties hereto, (the "Contracts") shall be invested in
the Fund, in such other Funds advised by the Adviser as may be mutually
agreed to in writing by the parties hereto, or in the Company's general
account, provided that such amounts may also be invested in an
investment company other than the Fund if (a) such other investment
company, or series thereof, has investment objectives or policies that
are substantially different from the investment objectives and policies
of all the Portfolios of the Fund; or (b) the Company gives the Fund and
the Underwriter 30 days written notice of its attention to make such
other investment company available as a funding vehicle for the
Contracts; or
(c) such other investment company was available as a funding vehicle for the
Contracts prior to the date of this Agreement and the Company so informs
the Fund and Underwriter prior to their signing this Agreement; or
(d) the Fund or Underwriter consents to the use of such other investment
company; and Underwriter shall be under a duty of good faith and shall
not unreasonably withhold its consent concerning the addition of a
particular additional investment company or companies.
III. Replacing section 2.1 in its entirety with the following:
The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act or are exempt from registration
thereunder; that the Contracts will be issued and sold in compliance in
all material respects with all applicable Federal and State laws and
that the sale of the Contracts shall comply in all material respects
with applicable state insurance suitablity requirements. The Company
further represents and warrants that it is an insurance company duly
organized and in good standing under applicable law and that it has
legally and validly established each Account prior to any issuance or
sale thereof as a segregated asset account under the Insurance Code of
the State of Colorado and, unless exempt from registration thereunder,
has registered or, prior to any issuance or sale of the Contracts, will
register each Account as a unit investment trust in accordance with the
provisions of the 1940 Act to serve as a segregated investment account
for the Contracts.
IV. Replacing section 2.5(b) in its entirety with the following:
(b) With respect to Service Class and Service Class 2 Shares, the Fund
has adopted a Rule 12b-l Plan under which it makes payments to finance
distribution expenses. The Fund represents and warrants that it has a
board of trustees, a majority of whom are not interested persons of the
Fund, which has formulated and approved the Fund's Rule 12b-l Plan to
finance distribution expenses of the Fund and that any changes to the
Fund's Rule 12b-l Plan will be approved by a similarly constituted board
of trustees.
V. Adding the following sentence to section 3.1:
Wherever the term "prospectus" is used in this Agreement in relation to
the Contracts or the Accounts, the term shall be deemed to include each
prospectus, registration statement, private offering memorandum or other
disclosure document for the Contract or the Account.
VI. Replacing section 4.6 in its entirety with the following:
4.6. The Company will provide to the Fund at least one complete copy of
all registration statements, Disclosure Documents, Statements of
Additional Information, reports, solicitations for voting instructions,
sales literature and other promotional materials, applications for
exemptions, requests for no action letters, and all amendments to any of
the above, that relate to the Contracts or each Account,
contemporaneously with the filing of such document with the SEC or other
regulatory authorities or, if
a Contract and its associated Account are exempt from registration, at
the time such documents are first published.
VII. Replacing section 5.3 in its entirety with the following:
5.3. The Company shall bear the expenses of distributing the Fund's
prospectus and reports to owners of Contracts issued by the Company. The
Fund shall bear the costs of soliciting Fund proxies from Contract
owners, including the costs of mailing proxy materials and tabulating
proxy voting instructions, not to exceed the costs charged by any
service provider engaged by the Fund for this purpose. The Fund and the
Underwriter shall not be responsible for the costs of any proxy
solicitations other than proxies sponsored by the Fund.
VIII. Replacing Schedule A with the Revised Schedule A, attached.
IN WITNESS WHEREOF, each party has caused this Amendment to be executed in its
name and on its behalf by its duly authorized representative as of November l,
2000.
Great-West Life & Annuity Insurance Variable Insurance Products Fund II
Company
[GRAPHIC OMITTED][GRAPHIC OMITTED]
[GRAPHIC OMITTED][GRAPHIC OMITTED]
[GRAPHIC OSenior Vice PresidentED]
Fidelity Distributors Corporation
By: _
Name: Xxxxx J/^Xxxxx
Title: Vice Resident
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SCHEDULE A
Separate Accounts and Associate Contracts
Name of Separate Account
and Date Established__
Policy Form Numbers of Contracts
by Separate Account__________
FutureFunds Series Account
November 15,1983
GTDAMF92 Vol
GTDAMF92 ER
GTSMF184-1
XXXXXX000
Maxim Series Account
June 24,1981
J401
J410
COLIVUL - 1 Series Account July 23,1997
J350
COLI VUL - 2 Series Account November 25,1997
J355
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