EX-99 6 exhibitdreyfusamendmentfpa.txt 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