Exhibit (b)(8)(a)(ii)
AMENDMENT TO PARTICIPATION AGREEMENT
This Amendment to Participation Agreement, made and entered into this
31ST day of DECEMBER, 1999 by and among Great American Reserve Insurance Company
("Insurance Company"), on its own behalf and on behalf of each segregated asset
account of the Insurance Company set forth on Schedule B hereto INVESCO Funds
Group, Inc., ("INVESCO"), and INVESCO Variable Investment Funds, Inc.
("Company"):
WHEREAS the Insurance Company, INVESCO, and the Company have entered
into a Participation Agreement, dated July 19, 1996 ("Participation Agreement"),
and
WHEREAS the Insurance Company has changed its name to Conseco Variable
Insurance Company, and
WHEREAS Insurance Company, INVESCO, and the Company desire to have the
portfolios of the Company offered in additional insurance contracts underwritten
and distributed by Insurance Company as set forth in Schedule A hereto, and
WHEREAS Insurance Company, INVESCO, and the Company desire that each
segregated asset account of the Insurance Company set forth in Schedule B hereto
be enabled to invest in portfolios of the Company, and
WHEREAS Insurance Company, INVESCO, and the Company desire to remedy
certain technical deficiencies in the Participation Agreement.
NOW, THEREFORE Insurance Company, INVESCO, and the Company agree as
follows:
1. Insurance Company has changed its name to Conseco Variable Insurance
Company. Such name change does not constitute a change of control of Insurance
Company, or an assignment of any investment advisory or sub-advisory contract,
as those terms are defined in the Investment Company Act of 1940. All rights,
obligations, and remedies of Insurance Company, INVESCO, and the Company
contained in the Participation Agreement continue in force without modification
except as provided by this Amendment and Schedules A and B attached hereto.
2. Schedule A of the Participation Agreement, which designate the
contracts offered by Insurance Company, and Schedule B of the Participation
Agreement, which designates the Insurance Company Accounts which invest in
portfolios of the Company, are superseded and replaced by Schedules A and B
attached hereto
3. Section 2.7 of the Participation Agreement is deleted in its
entirety and replaced with the following:
2.7. INVESCO represents and warrants that it is a
member in good standing of the NASD and is registered as a
broker-dealer with the Commission. INVESCO further represents
that it will sell and distribute the Company shares in
accordance with the laws of the State of Colorado and all
applicable state and federal securities laws, including without
limitation the 1933 Act, the 1934 Act, and the 0000 Xxx.
4. Section 2.9 of the Participation Agreement is deleted in its
entirety and replaced with the following:
2.9. INVESCO represents and warrants that it is and
shall remain duly registered in all material respects under all
applicable federal and state securities laws and that it shall
perform its obligations for the Company in compliance in all
material respects with the laws of the State of Colorado and any
applicable state and federal securities laws.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to Participation Agreement to be executed in its name and on behalf of
its duly authorized representatives.
CONSECO VARIABLE INSURANCE COMPANY
/s/ Xxxxxxx X. Xxxxxxxxxxx
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Senior Vice President
INVESCO FUNDS GROUP, INC.
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Senior Vice President and Treasurer
INVESCO VARIABLE INVESTMENT FUNDS, INC.
/s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxx
Treasurer and Chief Financial and Accounting Officer
