AMENDMENT NO. 2 PARTICIPATION AGREEMENT
AMENDMENT NO. 2
The Participation Agreement (the “Agreement”), dated 30th day of April 2004, by and
among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware trust (“AVIF”);
Invesco Distributors, Inc., a Delaware corporation, National Life Insurance Company, a Vermont life
insurance company, and Equity Services, Inc., is hereby amended as follows:
The following is added under: “Section 2 Processing 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”). NATIONAL LIFE INSURANCE COMPANY and AVIF (IVIF) 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. AVIF (IVIF) agrees
to provide NATIONAL LIFE INSURANCE COMPANY with account positions and activity data
relating to Share transactions via Networking. NATIONAL LIFE INSURANCE COMPANY
shall place trades for the previous Business Day with NSCC using Defined
Contribution Clearance & Settlement (hereinafter, “DCC&S”) indicators, no later than
8:00 a.m. Central Time, and NATIONAL LIFE INSURANCE COMPANY 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 NATIONAL LIFE INSURANCE COMPANY).
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
Three) 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 (IVIF) to perform such settlement services on behalf of AVIF (IVIF), 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: May 2, 2011.
| AIM VARIABLE INSURANCE FUNDS | ||||||||
| (INVESCO VARIABLE INSURANCE FUNDS) | ||||||||
Attest:
|
/s/ Xxxxx Xxxxxxxx | By: | /s/ Xxxx X. Xxxx | |||||
Name:
|
Xxxxx Xxxxxxxx | Name: | Xxxx X. Xxxx | |||||
Title:
|
Assistant Secretary | Title: | Senior Vice President | |||||
| INVESCO DISTRIBUTORS, INC. | ||||||||
Attest:
|
/s/ Xxxxx Xxxxxxxx | By: | /s/ Xxxx X. Xxxxxx | |||||
Name:
|
Xxxxx Xxxxxxxx | Name: | Xxxx X. Xxxxxx | |||||
Title:
|
Assistant Secretary | Title: | President | |||||
| NATIONAL LIFE INSURANCE COMPANY | ||||||||
Attest:
|
/s/ Xxxxx X. XxXxxxxxx | By: | /s/ Xxxxxxxxx XxxXxxxx | |||||
Name:
|
Xxxxx X. XxXxxxxxx | Name: | Xxxxxxxxx XxxXxxxx | |||||
Title:
|
Secretary | Title: | Vice President | |||||
| EQUITY SERVICES, INC. | ||||||||
Attest:
|
/s/ Xxxxx X. XxXxxxxxx | By: | /s/ Xxxxxxx Xxxx | |||||
Name:
|
Xxxxx X. XxXxxxxxx | Name: | Xxxxxxx Xxxx | |||||
Title:
|
Secretary | Title: | Sr. Vice President Operations | |||||
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