Amendment No. 10 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc.
Amendment No. 10 to Participation Agreement Franklin Xxxxxxxxx Variable Insurance Products Trust Franklin/Xxxxxxxxx Distributors, Inc.
Great-West Life & Annuity Insurance Company
Great-West Life & Annuity Insurance Company of New York GWFS Equities, Inc.
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust"), Franklin/Xxxxxxxxx Distributors, Inc. (the "Underwriter," and together with the Trust, "we,'· "our," or "us·'), Great West Life & Annuity Insurance Company, Great-West Life & Annuity Insurance Company of New York and GWFS Equities, Inc., your distributor (collectively, the "Company" "you" or "your"), on your behalf and on behalf of certain Accounts, (individually a "Party", collectively, the "Parties") have previously entered into a Participation Agreement dated May 1, 2000 and amended as of the same date, and subsequently amended as of May 3, 2004, May 1, 2006, June 5, 2007, May 1, 2008, April 30, 2010, August 16, 2010, May 1, 2014, August 1, 2014, December 5, 2014, and further modified by an Addendum dated as of May 1, 2011 (the "Agreement'·). The Parties now desire to amend the Agreement by this amendment (the "Amendment"). Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.
AMENDMENT
For good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree to amend the Agreement as follows:
I. Schedule B of the Agreement is hereby deleted in its entirety and replaced with Schedule B attached hereto.
2.
Schedule C of the Agreement is hereby deleted in its entirety and replaced with Schedule C attached hereto.
3.
Schedule G of the Agreement is hereby deleted in its entirety and replaced with Schedule G attached hereto.
4.
All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
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Great-West Amd 10 lo FPA 20 16-03-1 7.docx
IN WITNESS WHEREOF, each of the Parties has caused their duly authorized officers to execute this Amendment effective as of May 1, 2016.
The Trust:
Only on behalf of each Portfolio listed on Schedule C of the Agreement
FRANKLIN XXXXXXXXX VARIABLE INSURANCE PRODUCTS TRUST
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X Xxxxxxxx
Title: Vice President
The Underwriter:
FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Vice President
The Company:
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: VP – Individual Markets
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY OF NEW YORK
By: /s/ Xxx Xxxxxxxxxxxx
Name: Xxx Xxxxxxxxxxxx
Title: Senior Vice President
The Distributor:
GWFS EQUITIES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
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Schedule B Accounts of the Company
Name of Separate Account
Maxim Series Account
Variable Annuity-I Series Account of Great-West Life & Annuity Insurance Company
Variable Annuity-I Series Account of Great-West Life & Annuity Insurance Company of New York
Variable Annuity-2 Series Account of Great-West Life & Annuity Insurance Company
Variable Annuity-2 Series Account of Great-West Life & Annuity Insurance Company of New York
COLI VUL-7 Series Account of Great-West Life & Annuity Insurance Company
COLI VUL-14 Series Account of Great-West Life & Annuity Insurance Company
COLI VUL-1 Series Account of Great-West Life & Annuity Insurance Company of New York
SEC Registration Yes/No
Yes
Yes
Yes
Yes
Yes
No
No
No
3
Schedule C
Available Portfolios and Classes of Shares of the Trust
1.
Franklin Income VIP Fund - Class 2
2.
Franklin Income VIP Fund - Class 4
3.
Franklin Mutual Global Discovery VIP Fund - Class 2
4.
Franklin Rising Dividends VIP Fund - Class 2
5.
Franklin Small Cap Value VIP Fund - Class 2
6.
Franklin Small Mid Cap Growth VIP Fund - Class 2
7.
Franklin Strategic Income VIP Fund - Class 2
8.
Franklin U.S. Government Securities VIP Fund - Class 2
9.
Xxxxxxxxx Foreign VIP Fund - Class 1
I 0.
Xxxxxxxxx Global Bond VIP Fund - Class 2
In addition to portfolios and classes of shares listed above, any additional Portfolios and classes of shares are included in this Schedule C listing provided that:
(1)
the Legal Department of the Trust receives from a person authorized by you a written notice in the form attached (which may be electronic mail or sent by electronic mail) ("Notice") identifying this Agreement as provided in the Notice and specifying: (i) the names and classes of shares of additional Portfolios that you propose to offer as investment options of the Separate Accounts under the Contracts; and (ii) the date that you propose to begin offering Separate Account interests investing in the additional Portfolios under the Contracts; and
(2)
we do not within ten (IO) Business Days following receipt of the Notice send you a writing (which may be electronic mail) objecting to your offering such Separate Accounts investing in the additional Portfolios and classes of shares under the Contracts.
Provided that we do not object as provided above, your Notice shall amend, supplement and become a part of this Schedule C and the Agreement.
4
FORM OF NOTICE PURSUANT TO SCHEDULE C OF PARTICIPATION AGREEMENT
To:
General Counsel c/o
Xxxxx Xxx (Xxxx@xxxxxxxxxxxxxxxxx.xxx;)or Xxxxx Xxxxxxxx (xxxxx.xxxxxxxx@franklintempleton. com)
Fax: 000 000-0000
Franklin Xxxxxxxxx Investments 0 Xxxxxxxx Xxxxxxx,
Bldg. 000, 0xx Xxxxx Xxx Xxxxx, XX 00000
With respect to the following agreement(s) (collectively, the "Agreement") (please reproduce and complete table for multiple agreements):
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Date of Participation Agreement:
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Insurance Company(ies):
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Insurance Company Distributor(s):
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As provided by Schedule C of the Agreement, this Notice proposes to Franklin Xxxxxxxxx Variable Insurance Products Trust, and Franklin/Xxxxxxxxx Distributors, Inc. the addition as of the offering date(s) listed below of the following Portfolios as additional investment options listed on Schedule C:
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Names and Classes of Shares of Additional Portfolios
Listing of current classes for your reference: Class 1 (no 12b-1 fee);
Class 2 (12b-1 fee of 25 bps); Class 4 (12b-1 fee of 35 bps); or Class 5 (12b-1 fee of 15 bps).
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Offering Date(s)
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Name and title of authorized person of insurance company: Contact Information:
5
Schedule G Addresses for Notices
If to Great-West Life & Annuity Insurance Company:
If to Great-West Life & Annuity Insurance Company of New York:
To the Distributor:
To the Trust:
To the Underwriter:
If to the Trust or Underwriter with a copy to:
Great West Life & Annuity Insurance Company 0000 Xxxx Xxxxxxx Xxxx
Greenwood Village, CO 80111
Attention: Xxxxxxx X. Xxxxxx, Senior Vice President
cc: Xxxxxxx X. Xxxxx, SVP, Legal and Chief Compliance Officer
Great West Life & Annuity Insurance Company of New York
0000 Xxxx Xxxxxxx Xxxx Xxxxxxxxx Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Senior Vice President
cc: Xxxxxxx X. Xxxxx, SVP, Legal and Chief Compliance Officer
GWFS Equities, Inc. 0000 Xxxx Xxxxxxx Xxxx
Greenwood Village, CO 80111
Attention: Xxxxxxx X. Xxxxxx, Senior Vice President cc: Xxxxxxx X. Xxxxx, SVP, Legal, Chief Compliance Officer and Secretary
Franklin Xxxxxxxxx Variable Insurance Products Trust Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000, 0xx Floor
San Mateo, California 94403
Attention: Xxxxx X. Xxxxxxxx, Vice President
Franklin/Xxxxxxxxx Distributors, Inc. 000 Xxxx X. Xxxxxxx Xxxxxxx, 0xx Xxxxx Xxxxx Xxxxx, XX 00000
Attention: Xxxxxx X. X'Xxxx, President
Franklin Xxxxxxxxx Investments
Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000, 0xx Xxxxx Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
6
If to Great-West Life & Annuity Insurance Company:
If to Great-West Life & Annuity Insurance Company of New York:
To the Distributor:
To the Trust:
To the Underwriter:
If to the Trust or Underwriter with a copy to:
Great West Life & Annuity Insurance Company 0000 Xxxx Xxxxxxx Xxxx
Greenwood Village, CO 80111
Attention: Xxxxxxx X. Xxxxxx, Senior Vice President
cc: Xxxxxxx X. Xxxxx, SVP, Legal and Chief Compliance Officer
Great West Life & Annuity Insurance Company of New York
0000 Xxxx Xxxxxxx Xxxx Xxxxxxxxx Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Senior Vice President
cc: Xxxxxxx X. Xxxxx, SVP, Legal and Chief Compliance Officer
GWFS Equities, Inc. 0000 Xxxx Xxxxxxx Xxxx
Greenwood Village, CO 80111
Attention: Xxxxxxx X. Xxxxxx, Senior Vice President cc: Xxxxxxx X. Xxxxx, SVP, Legal, Chief Compliance Officer and Secretary
Franklin Xxxxxxxxx Variable Insurance Products Trust Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000, 0xx Floor
San Mateo, California 94403
Attention: Xxxxx X. Xxxxxxxx, Vice President
Franklin/Xxxxxxxxx Distributors, Inc. 000 Xxxx X. Xxxxxxx Xxxxxxx, 0xx Xxxxx Xxxxx Xxxxx, XX 00000
Attention: Xxxxxx X. X'Xxxx, President
Franklin Xxxxxxxxx Investments
Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000, 0xx Xxxxx Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
