0000851066-09-000049 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • October 1st, 2009 • Varifund Variable Annuity Account • Colorado

THIS UNDERWRITING AGREEMENT made this ____ day of _________, 2009, by and between GWFS Equities, Inc., a Delaware corporation (the “Underwriter”), and Great-West Life & Annuity Insurance Company (the “Insurance Company”), on its own behalf and on behalf of Varifund Variable Annuity Account of Great-West Life & Annuity Insurance Company (the “Series Account”), as follows:

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AMENDMENT NO. [__] TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • October 1st, 2009 • Varifund Variable Annuity Account

THIS AMENDMENT TO FUND PARTICIPATION AGREEMENT is made as of this ___ day of ______, 2009, by and among CANADA LIFE INSURANCE COMPANY OF AMERICA (“CLICA”) and [Fund Company] (collectively, the “Parties”) and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (“GWL&A”), a Colorado life insurer. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

AGREEMENT and PLAN of MERGER of CANADA LIFE INSURANCE COMPANY OF AMERICA into GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
Merger Agreement • October 1st, 2009 • Varifund Variable Annuity Account • Colorado

This Agreement and Plan of Merger (the “Agreement”) is entered into by and between Canada Life Insurance Company of America (“CLICA”) a stock life insurance company organized under the laws of the State of Michigan and Great-West Life & Annuity Insurance Company (“GWL&A”) a stock life insurance company organized under the laws of the State of Colorado.

SEC RULE 22c-2 AMENDMENT
Sec Rule 22c-2 Amendment • October 1st, 2009 • Varifund Variable Annuity Account

THIS Rule 22c-2 Amendment is made and entered into this [date] by and between GWFS Equities, Inc. and/or its affiliates herein referred to as (“GWFS” or “Intermediary”), and ________________________________________, including your principal underwriter and transfer agent (herein collectively referred to as “Fund Company”).

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