AMENDMENT NO. 3
PARTICIPATION AGREEMENT
The Participation Agreement (the "Agreement"), dated as of June 21, 2002,
by and among AIM Variable Insurance Funds ("AVIF"), a Delaware trust, A I M
Distributors, Inc., a Delaware corporation ("AIM"), and First Security Benefit
Life Insurance and Annuity Company ("LIFE COMPANY"), is hereby amended as
follows:
1. The parties agree to change the definition of the terms, "Account,"
"Contracts," and "Fund" in such a way that the Accounts, Contracts and Fund need
not be listed on Schedule A to the Agreement, but nonetheless, for convenience
the parties may determine to list them on Schedule A. Accordingly:
a. "Account" shall mean each segregated asset account of the Life Company
that invests in a Fund. An Account shall become subject to the terms of
this Agreement as of the date such Account first invests in a Fund.
b. "Contracts" shall mean those variable annuity and variable life
insurance contracts issued by the Company supported wholly or partially by
an Account.
c. "Fund" shall mean a Series of AVIF in which an Account invests. A Series
of AVIF shall become a "Fund" hereunder as of the date an Account of the
Life Company first invests in such Series.
2. Section 1.2 of the Agreement is hereby deleted in its entirety and replaced
with the following:
"1.2 ADDITIONAL FUNDS.
It is agreed that Company, on behalf of an Account, has access under this
Agreement to all Series of the Fund and all share classes thereof
(including Series and share classes created in the future). It shall not be
necessary to list the Accounts, the Contracts, the Funds or the share
classes on Schedule A. Notwithstanding the foregoing, a Series(other than a
Series that constitutes a "Fund" hereunder as of [November __, 2006]) may
be established in the future may be made available to the Company on terms
different than those set forth herein as AVIF may so provide in writing to
the Company. Notwithstanding the fact that Accounts, Contracts and Funds
need not be listed on Schedule A, the parties may, in their discretion and
for convenience and ease of reference only, include one or more Accounts,
Contracts and Funds on Schedule A from time to time."
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3. 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"). LIFE COMPANY and AVIF each represents
and warrants that it or an affiliate: (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 agrees to provide
LIFE COMPANY with account positions and activity data relating to Share
transactions via Networking. LIFE COMPANY shall place trades with NSCC
using Defined Contribution Clearance & Settlement (hereinafter, "DCC&S")
indicators, no later than 8:00 a.m. Central Time on the Business Day
following the day on which it receives the order from the Contract owner.
LIFE COMPANY shall pay for Shares purchased 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. AVIF shall pay
for Shares redeemed by the Life Company by the scheduled close of federal
funds transmissions on the same Business Day on which AVIF receives an
order to redeem Shares in accordance with this section. Payment shall be in
federal funds transmitted by wire from the applicable party's designated
NSCC Settling Bank.
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
or Life Company, as applicable, to perform such settlement services, which
agree 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.
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."
4. Schedule A is deleted in its entirety and replaced with the accompanying
Schedule A.
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5. In the event of a conflict between the terms of the Amendment No. 3 and
the Agreement, it is the intent of the parties that the terms of this Amendment
No. 3, shall control and the Agreement shall be interpreted on that basis. To
the extent the provisions of the Agreement have not been amended by this
Amendment No. 3, the parties hereby confirm and ratify the Agreement. The
Agreement dated June 2002 and this Amendment No. 3 constitute the entire
agreement among the parties with respect to the arrangements described herein.
6. This Amendment No. 3 may be executed in two or more counterparts, each
of which shall be an original and all of which together shall constitute one
instrument.
Effective Date: November 15, 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
FIRST SECURITY BENEFIT LIFE INSURANCE
AND ANNUITY COMPANY
Attest: Xxxxx X. Sophl By: /s/ Xxxxxx X. Xxxxx
----------------------------- ------------------------------------
Name: Xxxxx X. Sophl Name: Xxxxxx X. Xxxxx
Title: BDA Title: Vice President and CFO and
Treasurer
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SCHEDULE A
FUNDS AVAILABLE UNDER THE CONTRACTS
SERIES I AND II SHARES
AIM V.I. Basic Balanced Fund
AIM V.I. Basic Value Fund
AIM V.I. Capital Appreciation Fund
AIM V.I. Capital Development Fund
AIM V.I. Core Equity Fund
AIM V.I. Diversified Dividend Fund
AIM V.I. Diversified Income Fund
AIM V.I. Dynamics Fund
AIM V.I. Financial Services Fund
AIM V.I. Global Equity Fund
AIM V.I. Global Health Care Fund
AIM V.I. Global Real Estate Fund
AIM V.I. Government Securities Fund
AIM V.I. High Yield Fund
AIM V.I. International Core Equity Fund
AIM V.I. International Growth Fund
AIM V.I. Large Cap Growth Fund
AIM V.I. Leisure Fund
AIM V.I. Mid Cap Core Equity Fund
AIM V.I. Money Market Fund
AIM V.I. Small Cap Equity Fund
AIM V.I. Small Cap Growth Fund
AIM V.I. Technology Fund
AIM V.I. Utilities Fund
SEPARATE ACCOUNTS UTILIZING THE FUNDS
- VARIABLE ANNUITY SEPARATE ACCOUNT A (created 01-22-96)
- VARIABLE ANNUITY SEPARATE ACCOUNT B (created 01-22-96)
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
- AdvisorDesigns
- SecureDesigns
- AdvanceDesigns
- EliteDesigns
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