EX-99.H10.B 23 h32997bpexv99wh10wb.txt AMEND. #1 TO PARTICIPATION AGREEMENT AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT The Participation Agreement (the "Agreement"), dated April 8, 1996, by and among AIM Variable Insurance Funds, a Delaware trust ("AVIF"), Connecticut General Life Insurance Company ("LIFE COMPANY"), and Cigna Financial Advisors, Inc. (the "UNDERWRITER") is hereby amended as follows: Cigna Financial Advisors, Inc. is hereby removed as a party to the Agreement. All references to "Cigna Financial Advisors, Inc." and to the "UNDERWRITER" are therefore deleted. Section 2.3 of the Agreement is hereby deleted in its entirety and replaced with the following: 2.3 APPLICABLE PRICE (a) Share purchase payments and redemption orders that result from purchase payments, premium payments, surrenders and other transactions under Contracts (collectively, "Contract transactions") and that LIFE COMPANY receives prior to the close of regular trading on the New York Stock Exchange (or such other time set by the Board for purposes of determining the current net asset value of a Fund in accordance with Rule 22c-1 under the 1940 Act) on a Business Day will be executed at the net asset values of the appropriate Funds next computed after receipt by AVIF or its designated agent of the orders. For purposes of this Section 2.3(a), LIFE COMPANY shall be the designated agent of AVIF for receipt of orders relating to Contract transactions, in accordance with Section 22(c) and Rule 22c-1 under the 1940 Act, on each Business Day and receipt by such designated agent shall constitute receipt by AVIF; provided that AVIF receives notice of such orders by 9:00 a.m. Central Time on the next following Business Day or such later time as computed in accordance with Section 2.1(b) hereof. In connection with this Section 2.3(a), LIFE COMPANY represents and warrants that it will not submit any order for Shares or engage in any practice, nor will it allow or suffer any person acting on its behalf to submit any order for Shares or engage in any practice, that would violate or cause a violation of applicable law or regulation including, without limitation Section 22 of the 1940 Act and the rules thereunder. (b) All other Share purchases and redemptions by LIFE COMPANY will be effected at the net asset values of the appropriate Funds next computed after receipt by AVIF or its designated agent of the order therefor, and such orders will be irrevocable. (c) Without limiting the scope or effect of Section 1.1 hereof, pursuant to which the Board may reject a Share purchase order by or on behalf of LIFE COMPANY under the circumstances described therein, LIFE COMPANY and UNDERWRITER agree to cooperate with the Fund and AIM to prevent any person exercising, or purporting to exercise, rights or privileges under one or more Contracts (including, but not limited to Contract owners, annuitants, insureds or participants, as the case may be (collectively, "Participants")) from engaging in any trading practices in any Fund that the Board or AIM determines, in good faith and in their sole discretion, to be detrimental or potentially detrimental to the other shareholders of the Fund, or to be in contravention of any applicable law or regulation including, without limitation, Section 22 of the 1940 Act and the rules thereunder. Such cooperation may include, but shall not be limited to, identifying the person or persons engaging in such trading practices, facilitating the 1 imposition of any applicable redemption fee on such person or persons, limiting the telephonic or electronic trading privileges of such person or persons, and taking such other remedial steps, all to the extent permitted or required by applicable law. Section 6.3 of the Agreement is hereby deleted in its entirety and replaced with the following: 6.3 FUNDS TO REMAIN AVAILABLE Notwithstanding any termination of this Agreement by LIFE COMPANY, AVIF will, at the option of LIFE COMPANY, continue to make available additional shares of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"), unless AIM or the Board determines that doing so would not serve the best interests of the shareholders of the affected Funds or would be inconsistent with applicable law or regulation, provided, however, that if AIM or the Board makes such a determination, LIFE COMPANY shall be provided with 90 days advance written notice that shares of the Fund will no longer be made available. Specifically, without limitation, the owners of the Existing Contracts will be permitted to reallocate investments in the Fund (as in effect on such date), redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 6.3 will not apply to any (i) terminations under Section 5 and the effect of such terminations will be governed by Section 5 of this Agreement or (ii) any rejected purchase and/or redemption order as described in Section 1.1 hereof. 2 Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following: SCHEDULE A FUNDS AVAILABLE UNDER THE CONTRACTS AIM V.I. Aggressive Growth Fund AIM V.I. Basic Balanced Fund AIM V.I. Basic Value Fund AIM V.I. Blue Chip Fund AIM V.I. Capital Appreciation Fund AIM V.I. Capital Development Fund AIM V.I. Core Equity Fund AIM V.I. Demographic Trends Fund AIM V.I. Diversified Income Fund AIM V.I. Government Securities Fund AIM V.I. Growth Fund AIM V.I. High Yield Fund AIM V.I. International Growth Fund AIM V.I. Large Cap Growth Fund AIM V.I. Mid Cap Core Equity Fund AIM V.I. Money Market Fund AIM V.I. Premier Equity Fund AIM V.I. Real Estate Fund AIM V.I. Small Cap Equity Fund AIM V.I. Core Stock Fund AIM V.I. Dynamics Fund AIM V.I. Financial Services Fund AIM V.I. Global Health Care Fund AIM V.I. Leisure Fund AIM V.I. Small Company Growth Fund AIM V.I. Technology Fund AIM V.I. Total Return Fund AIM V.I. Utilities Fund SEPARATE ACCOUNTS UTILIZING THE FUNDS - CG Variable Life Insurance Separate Account II - Connecticut General Variable Universal Life I - Connecticut General Life Insurance Company Separate Account FE - Connecticut General Life Insurance Company Separate Account GR - Connecticut General Life Insurance Company Separate Account HB - Connecticut General Life Insurance Company Separate Account NB - Connecticut General Life Insurance Company Separate Account 02 CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS - GLN650 - LN601 - LN604 - LN613 3 All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Effective date: April 30, 2004 AIM VARIABLE INSURANCE FUNDS Attest: /s/ Jim A. Coppedge By: /s/ Robert H. Graham ----------------------------- ------------------------------------ Name: Jim A. Coppedge Name: Robert H. Graham Title: Assistant Secretary Title: President CONNECTICUT GENERAL LIFE INSURANCE COMPANY Attest: /s/ Shirley M. Allshouse By: /s/ Jeffrey S. Winer ----------------------------- ------------------------------------ Name: Name: ------------------------------- ---------------------------------- Title: Title: ------------------------------ --------------------------------- 4