APRIL ____, 2005
TO
FUND PARTICIPATION AGREEMENTS
DATED APRIL 30, 2001
AND JUNE 2, 2003
WHEREAS, GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY ("GWL&A"), FIRST
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY ("FGWL&A"), ALLIANCE VARIABLE
PRODUCTS SERIES FUND, INC. (the "Fund"), ALLIANCE CAPITAL MANAGEMENT, L.P. (the
"Adviser"), ALLIANCEBERNSTEIN INVESTMENT RESEARCH AND MANAGEMENT, INC. (formerly
known as Alliance Fund Distributors, Inc., the "Distributor") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
& CO., INC. ("Schwab"), collectively, the Parties, entered into those Fund
Participation Agreement dated April 30, 2001 and June 2, 2003, as amended
(collectively, the "Agreements"), and;
WHEREAS the Parties to the Agreements desire to add AllianceBernstein
VPS Worldwide Private A to the Funds listed in Schedule B of the Agreements,
and;
WHEREAS the Advisor is the registered investment advisor for the
AllianceBernstein VPS Worldwide Private A Fund, as that term is defined under
the Investment Advisors Act of 1940, as amended, and;
WHEREAS, the Distributor is duly registered as a broker-dealer and
distributor for the AllianceBernstein VPS Worldwide Private A Fund under the
Securities Exchange Act of 1934, as amended, and;
WHEREAS the Advisor and the Distributor have the authority to enter into
and amend contracts, including the Agreements, with companies that relate to
the services it is required to provide to the Alliance Variable Products Series
Funds and its Portfolios and to bind the AllianceBernstein VPS Worldwide
Private A Fund to the performance contemplated under the Agreements as amended;
and
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained in the Agreements and herein, the parties to the Agreements hereby
AMEND the Agreements by:
1. Adding the AllianceBernstein VPS Worldwide Private A Fund to Schedule
B of the Agreements.
2. Adding the following new Section 12.11 after Section 12.10:
12.11 Market Timing and Excessive Trading
GWL & A and FGWL & A (collectively, the "Companies") represent that they
have instituted policies and procedures designed to discourage market
timing and excessive trading by Contract owners and implement the Fund's
policy on such activity as set forth in its prospectus. The Companies
agree to cooperate fully with the Advisor or the Distributor for the
purpose of preventing market timing and excessive trading, and will upon
request furnish to the Advisor or the Distributor such information as
either of them may consider necessary or desirable to review the
possible existence and extent of market timing or excessive trading by
any Contract owner. The Companies will take any and all such actions as
the Advisor or the Distributor may reasonably request in order to
terminate any pattern of trading that either of them consider to be
market timing or excessive trading including, without limitation, those
actions described in the prospectuses for the Contracts.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the
___ day of March, 2005.
GREAT- WEST LIFE & ANNUITY INSURANCE COMPANY
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FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
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Signature Date
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ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
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ALLIANCE CAPITAL MANAGEMENT, L.P.
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ALLIANCEBERNSTEIN INVESTMENT
RESEARCH & MANAGEMENT, INC.
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & CO., INC.
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