AMENDMENT NO. 4
PARTICIPATION AGREEMENT
The Participation Agreement (the “Agreement”), dated April 30, 2004, by and among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc., a Delaware corporation, and GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, a Colorado life insurance company (“G-WL&A”), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an “Account,” and collectively, the “Accounts”); and as the principal underwriter of the Contracts (“UNDERWRITER”), is hereby amended as follows:
WHEREAS, effective April 30, 2010, AIM Variable Insurance Funds was renamed AIM Variable Insurance Funds (Invesco Variable Insurance Funds). All references to AIM Variable Insurance Funds is hereby deleted and replaced with AIM Variable Insurance Funds (Invesco Variable Insurance Funds);
WHEREAS, on March 31, 2008, A I M Distributors, Inc. was renamed Invesco Aim Distributors, Inc. Effective April 30, 2010, Invesco Aim Distributors, Inc. was renamed Invesco Distributors, Inc. All references to Invesco Aim Distributors, Inc. is hereby deleted and replaced with Invesco Distributors, Inc.
Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
FUNDS AVAILABLE UNDER THE CONTRACTS
ALL SERIES I SHARES AND SERIES II SHARES OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
SEPARATE ACCOUNTS UTILIZING THE FUNDS
ALL SEPARATE ACCOUNTS UTILIZING THE FUNDS
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
ALL CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
Effective date: April 30, 2010
| AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) | ||||||||||||
| Attest: | /s/ Peter Davidson | By: | /s/ John M. Zerr | |||||||||
| Name: | Peter Davidson | Name: | John M. Zerr | |||||||||
| Title: | Assistant Secretary | Title: | Senior Vice President | |||||||||
| INVESCO DISTRIBUTORS, INC. | ||||||||||||
| Attest: | /s/ Peter Davidson | By: | /s/ John S. Cooper | |||||||||
| Name: | Peter Davidson | Name: | John S. Cooper | |||||||||
| Title: | Assistant Secretary | Title: | President | |||||||||
| GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY | ||||||||||||
| Attest: | /s/ Michael Siedschlag | By: | /s/ Susan Gile | |||||||||
| Name: | Michael Siedschlag | Name: | Susan Gile | |||||||||
| Title: | BOLI/LOLI Fund Mgr | Title: | V.P., Individual Markets | |||||||||
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