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Title: |
Participation Agreement |
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Entities: |
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Date: |
2007 |
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Size: |
90KB total |
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Price: |
$54 |
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ID: |
#2836012 |
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Start of Preview |
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PARTICIPATION AGREEMENT
BY AND AMONG
AIM VARIABLE INSURANCE FUNDS,
A I M DISTRIBUTORS, INC.,
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY,
ON BEHALF OF ITSELF AND
ITS SEPARATE ACCOUNTS, AND AS UNDERWRITER OF VARIABLE CONTRACTS AND POLICIES
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TABLE OF CONTENTS | ||
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Description | ||
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Page |
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Section 1. |
Available Funds |
2 |
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1.1 |
Availability |
2 |
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1.2 |
Addition, Deletion or Modification of Funds |
2 |
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1.3 |
No Sales to the General Public |
2 |
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Section 2. |
Processing Transactions |
2 |
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2.1 |
Timely Pricing and Orders |
2 |
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2.2 |
Timely Payments |
3 |
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2.3 |
Applicable Price |
3 |
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2.4 |
Dividends and Distributions |
3 |
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2.5 |
Book Entry |
4 |
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Section 3. |
Costs and Expenses
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4 |
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3.1 |
General |
4 |
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3.2 |
Parties To Cooperate |
4 |
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Section 4. |
Legal Compliance |
4 |
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4.1 |
Tax Laws |
4 |
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4.2 |
Insurance and Certain Other Laws |
6 |
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4.3 |
Securities Laws |
6 |
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4.4 |
Notice of Certain Proceedings and Other Circumstances |
7 |
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4.5 |
G-WL&A To Provide Documents; Information About AVIF |
8 |
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4.6 |
AVIF To Provide Documents; Information About G-WL&A |
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Section 5. |
Mixed and Shared Funding |
9 |
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5.1 |
General |
9 |
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5.2 |
Disinterested Trustees |
10 |
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5.3 |
Monitoring for Material Irreconcilable Conflicts |
10 |
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5.4 |
Conflict Remedies |
10 |
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5.5 |
Notice to G-WL&A |
11 |
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5.6 |
Information Requested by Board |
11 |
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5.7 |
Compliance with SEC Rules |
12 |
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5.8 |
Other Requirements |
12 |
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Section 6. |
Termination |
12 |
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6.1 |
Events of Termination |
12 |
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6.2 |
Notice Requirement for Termination |
13 |
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6.3 |
Funds To Remain Available |
13 |
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6.4 |
Survival of Warranties and Indemnifications |
13 |
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6.5 |
Continuance of Agreement for Certain Purposes |
13 |
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Section 7. |
Parties To Cooperate Respecting Termination |
14 |
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Section 8. |
Assignment |
14 |
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Section 9. |
Notices |
14 |
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Section 10. |
Voting Procedures |
15 |
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Section 11. |
Foreign Tax Credits |
15 |
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Section 12. |
Indemnification |
15 |
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12.1 |
Of AVIF and AIM by G-WL&A and UNDERWRITER |
15 |
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12.2 |
Of G-WL&A and UNDERWRITER by AVIF and AIM |
17 |
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12.3 |
Effect of Notice |
19 |
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12.4 |
Successors |
19 |
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Section 13. |
Applicable Law |
19 |
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Section 14. |
Execution in Counterparts |
19 |
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Section 15. |
Severability |
19 |
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Section 16. |
Rights Cumulative |
20 |
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Section 17. |
Headings |
20 |
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Section 18. |
Confidentiality |
20 |
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Section 19. |
Trademarks and Fund Names |
20 |
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Section 20. |
Parties to Cooperate |
21 |
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Section 21. |
Amendments; Need For |
21 |
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Section 22. |
Force Majeure |
21 |
PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into as of the ___ day of _________, 2005 ("Agreement"), by and among AIM VARIABLE INSURANCE FUNDS, a Delaware Trust ("AVIF"), A I M Distributors, Inc., a Delaware corporation ("AIM"), GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, a life insurance company ("G-WL&A"), a duly registered Colorado insurance company 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") (collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, AVIF is registered with the Securities and Exchange Commission ("SEC") as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, AVIF currently consists of twenty-eight separate series ("Series"), shares ("Shares") each of which are registered under the Securities Act of 1933, as amended (the "1933 Act") and are currently sold to one or more separate accounts of life insurance companies to fund benefits under variable annuity contracts and variable life insurance contracts; and
WHEREAS, AVIF will make Shares of each Series listed on Schedule A hereto as the Parties hereto may amend from time to time (each a "Fund"; reference herein to "AVIF" includes reference to each Fund, to the extent the context requires) available for purchase by the Accounts; and
WHEREAS, G-WL&A will be the issuer of certain variable annuity contracts and variable life insurance contracts ("Contracts") as set forth on Schedule A hereto, as the Parties hereto may amend from time to time, which Contracts (hereinafter collectively, the "Contracts"), if required by applicable law, will be registered under the 1933 Act; and
WHEREAS, G-WL&A will fund the Contracts through the Accounts, each of which may be divided into two or more subaccounts ("Subaccounts"; reference herein to an "Account" includes reference to each Subaccount thereof to the extent the context requires); and
WHEREAS, G-WL&A will serve as the depositor of the Accounts, each of which is registered as a unit investment trust investment company under the 1940 Act (or exempt therefrom), and the security interests deemed to be issued by the Accounts under the Contracts will be registered as securities under the 1933 Act (or exempt therefrom); and
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