AMENDMENT TO PARTICIPATION AGREEMENT
AMENDMENT TO
That certain Participation Agreement (“Agreement”), dated April 30, 2004, by and among the
undersigned is hereby amended, effective April 1, 2012 (“Effective Date”), as follows:
1. All references in the Agreement to the defined term “AVIF Prospectus,” or to a
“prospectus” or “prospectuses” of or relating to a Fund or AVIF, shall mean and include a Summary
Prospectus as defined in Rule 498 under the 1933 Act (“Rule 498”) of a Fund or AVIF (“AVIF Summary
Prospectus”), except as required by Section 2, below.
2. Each Party’s representations, warranties, and obligations under the Agreement with respect
to the text composition, printing, mailing, and distribution of the AVIF Prospectus shall remain as
they currently are, except that:
| a. | LIFE COMPANY may, in its discretion and upon 10 days’ advance written notice to
AVIF and Invesco Distributors, Inc. (formerly known as AIM Distributors, Inc. and
Invesco Aim Distributors, Inc. (“Invesco”)), print, mail, and distribute the AVIF
Summary Prospectus in lieu of the Statutory Prospectus as defined in Rule 498 of AVIF
or a Fund thereof (“AVIF Statutory Prospectus”), |
| i. | unless required by applicable law or regulation to
deliver an AVIF Statutory Prospectus, or |
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| ii. | unless AVIF determines to no longer authorize the use
of the AVIF Summary Prospectus, in which case AVIF shall give LIFE COMPANY
60 days’ advance written notice of the effectiveness of such determination
to the extent necessary for LIFE COMPANY to arrange for the delivery of an
AVIF Statutory Prospectus, |
provided that LIFE COMPANY shall be responsible for compliance with paragraphs (1) and
(2) of Rule 498(c), (d), and (f), or any successor provisions; and provided further,
that AVIF or Invesco shall be responsible for compliance with all other provisions of
Rule 498 and for timely responding to any request that it may receive directly from a
Participant investing in a Fund for a paper or an electronic copy of an AVIF Statutory
Prospectus, Statement of Additional Information, or periodic report (each, an “AVIF
Document”) pursuant to Rule 498(f)(1) or any successor provision. AVIF and Invesco
represent and warrant that any information obtained about contract owners pursuant to
this provision will be used solely for the purposes of responding to requests for
additional documents.
| b. | LIFE COMPANY may, in its discretion and upon 10 days’ advance written notice to
AVIF and Invesco, print, mail, and distribute the AVIF Summary Prospectus in addition
to, rather than in lieu of, the AVIF Statutory Prospectus, in which case AVIF or
Invesco shall be responsible for compliance with paragraphs (a) and (b) of Rule 498,
but not the other paragraphs of the Rule. |
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| c. | AVIF or Invesco shall deliver to LIFE COMPANY electronic copies of both the
AVIF Summary Prospectus and AVIF Statutory Prospectus for use by LIFE COMPANY. AVIF or
Invesco also shall deliver to LIFE COMPANY the URL (uniform resource locator) for each
AVIF Document to enable LIFE COMPANY to send a direct link to the document on the
Internet by email in response to Participant requests for an electronic copy of any
such document, as permitted by Rule 498(f)(1). The web page will not contain any
marketing material or information regarding products available through AVIF, Invesco or
any other company, AVIF or Invesco shall notify the LIFE COMPANY of any interruption in
availability of this web page. |
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| d. | LIFE COMPANY shall promptly notify AVIF and Invesco if it determines to no
longer deliver the AVIF Summary Prospectus, and each Party shall promptly notify the
other Parties if it becomes aware of facts or circumstances that may prevent the use or
continued use of the AVIF Summary Prospectus in the manner contemplated hereby. |
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| e. | AVIF or Invesco determines that it will end it use of Summary Prospectus
delivery option, AVIF or Invesco will provide the LIFE COMPANY with at least 60 days’
advance notice of its intent. |
3. None of the foregoing shall in any way limit the ability of AVIF’s Board of Trustees to
require the delivery of the AVIF Summary Prospectus in lieu of the AVIF Statutory Prospectus in the
future.
4. In all other respects, the Agreement shall remain the same. All capitalized terms used
herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.
IN WITNESS WHEREOF, each of undersigned parties hereto has caused this Amendment to be
executed in its name and behalf by its duly authorized officer as of the Effective Date.
| AIM VARIABLE INSURANCE FUNDS | INVESCO DISTRIBUTORS, INC. | |||||||
| (INVESCO VARIABLE INSURANCE FUNDS) | ||||||||
By:
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/s/ Xxxx X. Xxxx
|
By: | /s/ Xxxx X. Xxxxxx
|
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| Xxxx X. Xxxx | Xxxx X. Xxxxxx | |||||||
Its:
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Senior Vice President | Its: | President | |||||
| MIDLAND NATIONAL LIFE INSURANCE COMPANY | XXXXXXX SECURITIES COMPANY, LLC | |||||||
By:
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/s/ Xxxx X. Xxxx
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By: | /s/ Xxxxxx X. Xxxxx
|
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Its:
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Vice President | Its: | Vice President & Chief Marketing Officer | |||||
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