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which invest in portfolios of the Company, are superseded and replaced by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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Xxxxxxx X. Xxxxxxxxxxx
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
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Xxxxxx X. Xxxxxx
Treasurer and Chief Financial and Accounting Officer
