FIRST AMENDMENT DATED APRIL ___, 2005
TO
FUND PARTICIPATION AGREEMENT
WHEREAS, GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY ("GWL&A"),
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS (the " OVAF Fund"), XXXXXXXXXXX FUNDS, INC.
(the "Advisor") and XXXXXXX XXXXXX & CO., INC. ("Schwab"), collectively, the
Parties, entered into that certain Fund Participation Agreement dated as of
April 30, 2001, as amended (the "Agreement"), and;
WHEREAS the Parties desire to add PANORAMA SERIES FUND, INC. (the
"Panorama Fund") as a party to the Agreement, and;
WHEREAS the Parties to the Agreement desire to add the Xxxxxxxxxxx
International Growth Fund/VA, a series of the Panorama Fund, to Schedule B of
the Agreement, and;
WHEREAS the Advisor is the registered investment advisor for the OVAF
Fund and the Panorama Fund, as that term is defined under the Investment
Advisors Act of 1940, as amended, and;
WHEREAS the Advisor has the authority to enter into and amend contracts,
including the Agreement, with companies that relate to the services it is
required to provide to the OVAF Fund and the Panorama Fund and their
Portfolios, as such term is used in the Agreement, and to bind the Xxxxxxxxxxx
International Growth Fund/VA to the performance contemplated under the
Agreement as amended; and
WHEREAS it is intended that all rights and obligations of GWL&A, the
Advisor and Schwab shall remain the same as set forth in the Agreement except
as modified by the terms of this amendment, and;
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained in the Agreement and herein, the parties to the Agreement hereby AMEND
the Agreement by:
1. Adding the Panorama Fund as a party to the Agreement and amending the
definition of "Fund" contained in the Agreement to include both the
OVAF Fund and the Panorama Fund
2. Adding the Xxxxxxxxxxx International Growth Fund/VA, a series of the
Panorama Fund, to Schedule B of the Agreement
3. Replacing the address for the Advisor provided in Article XI of the
Agreement with the following:
OppenheimerFunds, Inc.
Two World Financial Center
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: General Counsel
4. The parties agree that the Agreement remains in full force and effect
along with all supporting and attached documents, as amended, except
as provided in this Amendment.
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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the
___ day of April, 2005.
GREAT- WEST LIFE & ANNUITY INSURANCE COMPANY
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XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
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PANORAMA SERIES FUND, INC.
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XXXXXXXXXXX FUNDS, INC.
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XXXXXXX XXXXXX & CO., INC.
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