Amendment to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Great West Life & Annuity Insurance Company First Great West Life & Annuity Insurance Company GWFS Equities, Inc.
Amendment to Participation Agreement
Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust
Franklin/▇▇▇▇▇▇▇▇▇ Distributors, Inc.
Great West Life & Annuity Insurance Company
First Great West Life & Annuity Insurance Company
GWFS Equities, Inc.
Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust (the "Trust"), Franklin ▇▇▇▇▇▇▇▇▇ Distributors, Inc. (the "Underwriter," and together with the Trust, "we" or "us"), Great West Life & Annuity Insurance Company and First Great West Life & Annuity Insurance Company (together the "Company" or "you"), and GWFS Equities, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated May I, 2000, as amended (the "Agreement"). The parties now desire to amend the Agreement by this amendment (the "Amendment").
Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. 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.
Section I and Section 2.2.1 are hereby each amended to reflect that Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust (the "Trust") is organized as a statutory trust under the laws of the State of Delaware, effective as of May I, 2007.
2.
Section 3.1.3 is amended and restated in its entirety as follows:
"3.1.3 We agree that shares of the Trust will be sold only to: (i) life insurance companies which have entered into fund participation agreements with the Trust ("Participating Insurance Companies") and their separate accounts or to qualified pension and retirement plans in accordance with the terms of the Shared Funding Order; and (ii) investment companies in the form of funds of funds. No shares of any Portfolio will be sold to the general public."
3.
Section 5.2 is amended and restated in its entirety as follows:
"5.2
If and to the extent required by law, you shall: (i) solicit voting instructions from Contract owners; (ii) vote the Trust shares in accordance with the instructions received from Contract owners; and (iii) vote Trust shares owned by subaccounts for which no instructions have been received from Contract owners in the same proportion as Trust shares of such Portfolio for which instructions have been received from Contract owners; so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. You reserve the right to vote Trust shares held in any Account in your own right, to the extent permitted by law."
..
4.
All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to execute this Amendment effective as of June 5, 2007.
The Trust:
Only on behalf of each Portfolio listed on Schedule C of the
FRANKLIN ▇▇▇▇▇▇▇▇▇ VARIABLE INSURANCE PRODUCTS TRUST
Agreement
By: /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President
The Underwriter:
FRANKLIN/▇▇▇▇▇▇▇▇▇ DISTRIBUTORS, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President
The Company:
GREAT WEST LIFE & ANNUITY INSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: VP
FIRST GREAT WEST LIFE & ANNUITY INSURANCE COMPANY
By: /s/ Illegible
Name:
Title:
The Distributor:
GWFS EQUITIES, INC.
By: /s/ Illegible
Name:
Title:
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