AMENDMENT TO FUND PARTICIPATION AGREEMENTS
THIS AMENDMENT (the "Amendment") is made as of this 1st day of January,
2002, by and among, Great-West Life & Annuity Insurance Company ("GWL&A"),
Dreyfus Growth and Value Funds, Inc. Dreyfus Life and Annuity Index Fund, Inc.
d/b/a Dreyfus Stock Index Fund, Inc. and Dreyfus Variable Investment Fund
(collectively, the "Funds").
RECITALS
WHEREAS, GWL&A and the Funds are parties to certain agreements, as amended from
time to time (the "Agreements"), listed on Schedule A attached hereto, pursuant
to which (i) shares of the Fund, an open-end management investment company
registered under the Investment Company Act of 1940, as amended from time to
time (the "1940 Act"), are made available to act as an investment vehicle for
separate accounts established for variable life insurance policies and/or
variable annuity contracts to be offered by insurance companies (the
"Accounts"), and/or (ii) certain other aspects of the relationship between the
parties hereto are addressed; and
WHEREAS, the parties hereto desire to ratify and reconfirm certain of the
provisions of the Agreements listed on Schedule A hereto; and
WHEREAS, the parties hereto wish to amend certain provisions of the Agreements
listed on Schedule A hereto; and
WHEREAS, purchase, redemption and exchange orders are transmitted on behalf of
GWL&A, the Accounts and the Contractowners (including beneficial owners
thereof) by its affiliate broker-dealer, BenefitsCorp Equities, Inc. ("BCE");
and
WHEREAS, certain recordkeeping and other administrative services for GWL&A, the
Accounts and the Contractowners (including beneficial owners thereof) are
provided by BCE (or its affiliate); and
WHEREAS, BCE and Dreyfus Service Corporation (the "Distributor") have entered
into the NSCC Fund/Serv Networking and Trading Agreement dated July 26th, 1999,
as amended from time to time (the "Trading Agreement"); and
WHEREAS, BCE and the Distributor have entered into the Service Agreement dated
July 26th, 1999, as amended from time to time, and GWL&A and The Dreyfus
Corporation have entered into the Agreement dated December 21st, 1998, as
amended from time to time (collectively, the "Service Agreements"); and
NOW, THEREFORE, in consideration of the mutual promises contained herein, the
parties agree as follows, effective as of the date first written above:
1. Purchase, redemption and exchange orders, in addition to the pricing and
correction thereof, of Fund shares by the Accounts on behalf of
Contractowners (including beneficial owners thereof) in accordance with the
Agreements shall be governed by and subject to the terms of the Trading
Agreement, as amended from time to time.
2. The Funds shall cause to be paid to GWL&A (or BCE) such fees in connection
with the investment of Contractowners (on behalf of themselves or
beneficial owners) and the Accounts contemplated herein in accordance with
the terms of the Service Agreements, as amended from time to time.
3. Except as may otherwise be permitted for cause as specifically provided in
the applicable Agreement, the parties hereto agree that any of the
Agreements shall only be subject to termination upon 180 days' prior
written notice by any party.
4. The parties hereto acknowledge that any nonpublic personal information (as
defined by applicable law or regulation promulgated under Title V of the
Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the "Act")) of contract owners (including
beneficial owners) invested in the Accounts will be disclosed or utilized
solely to carry out the terms of the applicable Agreements or pursuant to
an exception contained in any applicable law or regulation promulgated
under the Act. Without limiting the foregoing, no party hereto shall
disclose any information that another party has designated as proprietary.
5. To the extent any subject matter addressed in any or all of the Agreements
listed on Schedule A hereto conflict with any subject addressed in this
Amendment, the terms of this Amendment shall control. All other provisions
of the Agreements listed on Schedule A hereto shall remain in full force
and effect, and any provisions providing for the indemnification of the
parties under the Agreements shall apply to the provisions of this
Amendment, including any breach thereof, to the extent not inconsistent
with the terms of this Amendment. Further, the terms of this Amendment (and
to the extent not superseded hereby, the applicable Agreements) shall also
apply to any and all portfolios or series of the Fund(s) that are open and
available to new investors on or after the effective date first written
above (regardless of whether they are specifically referenced in the
Agreements), except as may otherwise be specifically provided on Schedule A
hereto.
6. If any provision or portion of this Amendment shall be determined to be
invalid or unenforceable for any reason, the remaining provisions and
portions of this Amendment shall be unaffected thereby and shall remain in
full force and effect to the fullest extent permitted by law.
7. None of the parties hereto shall be liable to the other for any and all
losses, damages. costs, charges, counsel fees, payments, expenses or
liability due to any failure, delay or interruption in performing its
obligations under this Amendment or the Agreements, and without the fault
or negligence of such party, due to causes or conditions beyond its control
including, without limitation, labor disputes, strikes (whether legal or
illegal), lock outs (whether legal or illegal), civil commotion, riots, war
and war-like operations including acts of terrorism, embargoes, epidemics,
invasion, rebellion, hostilities, insurrections, explosions, floods,
unusually severe weather conditions, earthquakes, military power, sabotage,
governmental regulations or controls, failure of power, fire or other
casualty, accidents, national or local emergencies, boycotts, picketing,
slow-downs, work stoppages, acts of God or natural disasters.
IN WITNESS WHEREOF, the undersigned duly authorized officers have executed this
Amendment in their capacities as such as of the date first written above.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
By: /s/ Xx Xxxxxxxxxx
Name: Xx Xxxxxxxxxx
Title: Assistant Vice President
DREYFUS GROWTH AND VALUE FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.
(d/b/a DREYFUS STOCK INDEX FUND, INC.)
By:
Name:
Title:
DREYFUS VARIABLE INVESTMENT FUND
By:
Name:
Title:
SCHEDULE A
AGREEMENTS
Fund Participation Agreement dated December 31, 1998
Amendment to December 31,1998 Fund Participation Agreement dated March 15, 1999
Fund Participation Agreement dated July 26, 1999
FUNDS
Fund Name Share Class
Dreyfus Variable Investment Fund
Growth and Income Portfolio Initial and Service Shares
Appreciation Portfolio Initial and Service Shares
Developing Leaders Portfolio Initial and Service Shares
Special Value Portfolio Service Shares
Small Company Stock Portfolio Service Shares
Quality Bond Portfolio Service Shares
Money Market Portfolio Initial Shares
Limited Term High Income Portfolio Service Shares
International Value Portfolio Service Shares
International Equity Portfolio Service Shares
Disciplined Stock Portfolio Service Shares
Balanced Portfolio Service Shares
Dreyfus Stock Index Fund Initial Shares
Dreyfus Growth and Value Funds, Inc.
SCHEDULE B
NON-COMPETE PROVISIONS
GWL&A intends to offer Funds, as applicable, access to its, or its affiliates'
or its parent company's (each, a "Company," collectively, the "Companies")
current and prospective customers (hereinafter "Customers") so that Customers
will have the option of purchasing the Designated Portfolio shares of the Fund.
The Funds, as applicable, desire to make the Designated Portfolio(s) available
to Customers, yet acknowledges that under certain circumstances, the ability of
Funds to solicit business from Customers should be subject to special
limitations in exchange for the increased ability to offer its product through
a Company's introduction. An introduction will consist of a Company's inclusion
of the Designated Portfolio(s) in the Retirement Plan Product offered to a
Customer for that Customer's consideration.
1. In the scenario where any one of the Companies introduces a Fund in any
manner to a Customer which ultimately purchases a Retirement Plan Product
from one of the Companies, and one of the Companies includes the Designated
Portfolio(s) in the products offered to that Customer, the Funds agree not
to utilize any confidential information (which shall include, but not be
limited to, all facts, circumstances, information, data, plans, projects
and technical or commercial knowledge gained in relation to a Company, or
received from a Company, including, but not limited to, information
regarding customers (such as retirement plans and plan participants),
employees, suppliers servicing methods, programs, fees, strategies and
related information) received in connection with offering its product to
Customer in any solicitation of Retirement Plan Product Business from that
Customer. Further, the Funds will not attempt to contact Customers (which
have been identified by a Company to the Funds as being subject to this
provision) regularly nor attempt to sell shares of a designated portfolio
directly to such Customers on a stand alone basis while the Designated
Portfolio(s) are included in a Company's arrangement with the Customer. The
terms of the foregoing sentence shall only apply to sales or communications
made by the Funds, The Dreyfus Corporation, or Dreyfus Service Corporation.
For purposes of this Amendment "Retirement Plan Product" includes, but is
not limited to, group or individual annuity contracts, QIC's, separate
accounts and wrapped or unwrapped mutual funds whether sold separately or
in conjunction-with each other.
2. In the scenario where any one of the Companies introduces a Fund in any
manner to a Customer which ultimately purchases a Retirement Plan Product
from a Company and the Customer does not select the Fund, the Funds may
directly communicate with Customer about Retirement Plan Product business
and may sell product directly to Customer provided it does not utilize the
confidential information referred to above.
3. In the scenario where any one of the Companies introduces a Fund in any
manner to a Customer which does not purchase a Retirement Plan Product from
a Company, the Funds are not subject to any prohibitions regarding sales to
and communications with that Customer. Likewise, there are no prohibitions
where none of the Companies provides an introduction.
A Company may decide in its discretion when it desires to provide an
introduction to one of its Customers. A Company has no obligation to provide
introductions to its Customers.
