SECOND AMENDMENT TO FUND PARTICIPATION AGREEMENT
Great-West Life & Annuity Insurance Company ("GWL&A"), on its behalf and
on behalf of its separate accounts ("Accounts"), Dreyfus Stock Index Fund, Inc.
(formerly known as Dreyfus Life and Annuity Index Fund, Inc., d/b/a Dreyfus
Stock Index Fund) and Dreyfus Variable Investment Fund (the "Funds") hereby
agree to amend the Fund Participation Agreement entered into as of the 31st day
of December 1998, as amended March 15, 1999 and January 1, 2002 (the
"Agreement.")
WHEREAS, GWL&A and the Funds entered into the Agreement to allow GWL&A
to purchase shares of the Funds on behalf of the Accounts, to fund certain
registered variable life and annuity contracts,
WHEREAS, GWL&A and the Funds wish to amend the Agreement to add
additional Accounts, and to allow additional affiliated Dreyfus insurance
product funds to be available to the Accounts,
NOW THEREFORE, the Agreement is hereby amended as follows:
1. If the Agreement conflicts with any provision of this Amendment, this
Amendment shall control.
2. All provisions of the Agreement not addressed by this Amendment shall
remain in full force and effect.
3. Schedule A of the Agreement is hereby deleted in its entirety, and
replaced with the amended Schedule A, attached hereto, and incorporated
herein. The third and fourth lines of the recital paragraph are hereby
modified as follows:
"on its own behalf, and on behalf of the separate accounts listed on
Schedule A attached hereto, and incorporated herein by reference
(collectively, the "Accounts");"
4. The recital paragraph is hereby modified by adding Dreyfus Investment
Portfolios and The Dreyfus Socially Responsible Growth Fund, Inc. as
parties to the Agreement.
5. The Funds, Dreyfus Investment Portfolios, and The Dreyfus Socially
Responsible Growth Fund, Inc. will collectively be referred to as the
"Fund" throughout the Agreement.
6. The third WHEREAS clause of the Agreement is hereby amended to make
reference to the orders from the SEC obtained by Dreyfus Investment
Portfolios and The Dreyfus Socially Responsible Growth Fund, Inc. dated
February 5, 1998 (File No. 812-10604), which will be collectively
referred to with the similar orders referred to in that clause obtained
by the Funds as the "Mixed and Shared Funding Exemptive Order."
7. The fifth WHEREAS clause of the Agreement is hereby deleted and replaced
by the following:
"WHEREAS, GWL&A has registered certain variable annuity contracts
supported wholly or partially by each of the Accounts (the "Contracts")
under the 1933 Act, and said Contracts and Accounts are listed in
Schedule A attached hereto, and incorporated herein by reference, as
such Schedule may be amended from time to time my mutual written
agreement (or has not registered said Contracts because they are
properly exempt from registration under Section 3(a)(2) of the 1933 Act,
or will be offered exclusively in transactions that are properly exempt
from registration under Section 4(a)(2) of Regulation D of the 1940 Act,
in which case, the Company will make every effort to maintain such
exemption, and will notify the Fund immediately upon having a reasonable
basis for believing that such exemption no longer applies, or might not
apply in the future); and"
8. The seventh WHEREAS clause of the Agreement is hereby deleted and
replaced with the following:
"WHEREAS, GWL&A has registered the Accounts as unit investment trusts
under the 1940 Act (or has not registered such Accounts, in proper
reliance upon an exemption from registration under Section 3(c) of the
1940 Act, in which case GWL&A will make every effort to maintain such
exemption, and will notify the Fund immediately upon having a reasonable
basis for believing that such exemption no longer applies in the
future), and has registered the securities deemed to be issued by the
Accounts under the 1933 Act (or has not registered said securities
because they are properly exempt from registration under Section 3(a)(2)
of the 1933 Act, or will be offered exclusively in transactions that are
properly exempt from registration under Section 4(a)(2) of Regulation D
of the 1940 Act, in which case the GWL&A will make every effort to
maintain such exemption and will notify the Fund immediately upon having
a reasonable basis for believing that such exemption no longer applies
in the future); and"
9. The following paragraph is hereby added under Article I of the Agreement:
"1.11 To the extent that an Account is properly exempt from registration
under the 1940 Act, at least once annually, at the request of a Fund, or
its designee, GWL&A will certify the amount of purchases and redemptions
of fund shares from such Account for the Fund's most recent fiscal year
end."
10. Article II, paragraph 2.1 is hereby deleted and replaced with the following:
"GWL&A represents and warrants that the Contracts and the securities
deemed to be issued by each of the Accounts under the Contracts are, or
will be, registered under the 1933 Act (or will not be registered
because they are properly exempt from registration under Section 3(a)(2)
of the 1933 Act, or will be offered exclusively in transactions that are
properly exempt from registration under Section 4(a)(2) of Regulation D
of the 1940 Act, in which case, the Company will make every effort to
maintain such exemption, and will notify the Fund immediately upon
having a reasonable basis for believing that such exemption no longer
applies, or might not apply in the future); that the Contracts will be
issued and sold in compliance in all material respects with all
applicable federal and state laws, and that the sale of the Contracts
shall comply in all material respects with state insurance suitability
requirements. GWL&A further represents and warrants that it is an
insurance company duly organized and in good standing under applicable
law, and that it has legally and validly established each of the
Accounts prior to any issuance or sale of units thereof as a segregated
asset account under Section 10-7-401, et seq., of the Colorado Insurance
Law, and has registered each of the Accounts as a unit investment trust
(or has not registered such Accounts, in proper reliance upon an
exemption from registration under Section 3(c) of the 1940 Act, in which
case GWL&A will make every effort to maintain such exemption, and will
notify the Fund immediately upon having a reasonable basis for believing
that such exemption no longer applies in the future), to serve as a
segregated investment account for the Contracts, and that it will
maintain such registration for so long as any Contracts are outstanding,
as required by applicable law."
11. Schedule B of the Agreement is hereby deleted in its entirety and
replaced with the amended Schedule B attached hereto and incorporated
herein.
12. After the effective date of this Amendment, GWL&A, the Funds, Dreyfus
Investment Portfolios, and The Dreyfus Socially Responsible Growth Fund,
Inc. assume all rights and liabilities under the Agreement, may enforce
the Agreement in accordance with its terms, and may take all proper
legal measures for the complete enjoyment of all rights pursuant to the
Agreement, as applicable to each respective party.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
and effective as of December 1, 2004. Each party hereby warrants and
represents that its signatory, whose signature appears below, has been, and
is, as of the date of this Amendment, duly authorized by all necessary and
appropriate corporate action to execute this Amendment.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
By: ________________________________________
Name: ________________________________________
Title: ________________________________________
ON BEHALF OF THE FUNDS LISTED ON SCHEDULE B, ATTACHED HERETO:
By: ________________________________________
Name: ________________________________________
Title: ________________________________________
SCHEDULE A
Contracts Form Numbers
--------- ------------
AICPA Variable Annuity J438
Individual Flexible Premium
Variable Universal Life Insurance J355, J350, J350rev
Separate Accounts
Separate Account Maxim Series Account
COLI VUL Series Account 2
COLI VUL Series Account 7 (an unregistered separate account)
SCHEDULE B
CODE FUND
Dreyfus Investment Portfolios
165 Core Bond Portfolio - Initial Shares
411 Core Bond Portfolio - Service Shares
172 Core Value Portfolio - Initial Shares
412 Core Value Portfolio - Service Shares
192 Emerging Leaders Portfolio - Initial Shares
413 Emerging Leaders Portfolio - Service Shares
193 Founders Discovery Portfolio - Initial Shares
416 Founders Discovery Portfolio - Service Shares
176 Founders Growth Portfolio - Initial Shares
417 Founders Growth Portfolio - Service Shares
177 Founders International Equity Portfolio - Initial Shares
418 Founders International Equity Portfolio - Service Shares
174 MidCap Stock Portfolio - Initial Shares
421 MidCap Stock Portfolio - Service Shares
410 Small Cap Stock Index Portfolio
175 Technology Growth Portfolio - Initial Shares
422 Technology Growth Portfolio - Service Shares
111 The Dreyfus Socially Responsible Growth Fund, Inc. - Initial Shares
423 The Dreyfus Socially Responsible Growth Fund, Inc. - Service Shares
763 Dreyfus Stock Index Fund, Inc. - Initial Shares
427 Dreyfus Stock Index Fund, Inc. - Service Shares
Dreyfus Variable Investment Fund
112 Appreciation Portfolio - Initial Shares
400 Appreciation Portfolio - Service Shares
154 Balanced Portfolio - Initial Shares
399 Balanced Portfolio - Service Shares
121 Developing Leaders Portfolio (formerly, Small Cap Portfolio) - Initial Shares
407 Developing Leaders Portfolio (formerly, Small Cap Portfolio) - Service Shares
150 Disciplined Stock Portfolio - Initial Shares
401 Disciplined Stock Portfolio - Service Shares
152 International Value Portfolio - Initial Shares
404 International Value Portfolio - Service Shares
156 Limited Term High Yield Portfolio (formerly, Limited Term High Income
Portfolio) - Initial Shares
405 Limited Term High Yield Portfolio (formerly, Limited Term High Income
Portfolio) - Service Shares
117 Money Market Portfolio
120 Quality Bond Portfolio - Initial Shares
406 Quality Bond Portfolio - Service Shares
151 Small Company Stock Portfolio - Initial Shares
408 Small Company Stock Portfolio - Service Shares
108 Growth and Income Portfolio - Initial Shares
402 Growth and Income Portfolio - Service Shares
109 International Equity Portfolio - Initial Shares
403 International Equity Portfolio - Service Shares
118 Special Value Portfolio - Initial Shares
409 Special Value Portfolio - Service Shares
