Genworth Variable Insurance Trust Sample Contracts

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BETWEEN
Distribution Agreement • August 22nd, 2008 • Genworth Variable Insurance Trust • Virginia
FORM OF CUSTODY AGREEMENT
Custody Agreement • August 22nd, 2008 • Genworth Variable Insurance Trust • Ohio
FORM OF
Agreement and Declaration of Trust • August 22nd, 2008 • Genworth Variable Insurance Trust • Delaware
FORM OF FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • August 22nd, 2008 • Genworth Variable Insurance Trust • Wisconsin
GENWORTH VARIABLE INSURANCE TRUST SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 29th, 2011 • Genworth Variable Insurance Trust • Delaware

AGREEMENT made as of the 19th day of November, 2010, by and between Genworth Financial Wealth Management, Inc., a California corporation (the “Advisor”), and Pyramis Global Advisors, LLC, a Delaware limited liability company (the “Sub-Advisor”).

FORM OF TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • August 22nd, 2008 • Genworth Variable Insurance Trust • Wisconsin
FORM OF FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • August 22nd, 2008 • Genworth Variable Insurance Trust • Wisconsin
INVESTMENT ADVISORY AGREEMENT GENWORTH VARIABLE INSURANCE TRUST
Investment Advisory Agreement • September 24th, 2009 • Genworth Variable Insurance Trust • Delaware

AGREEMENT made as of the ____ day of ___________, 2009, by and between Genworth Variable Insurance Trust, a Delaware statutory trust (the “Trust”), and Genworth Financial Wealth Management, Inc., a California corporation (the “Advisor”).

Contract
Administrative Services Agreement • December 7th, 2009 • Genworth Variable Insurance Trust • Virginia
ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 29th, 2009 • Genworth Variable Insurance Trust • Virginia

Genworth Variable Insurance Trust (the “Trust”), on behalf of its series listed in Exhibit A hereto (each, a “Fund”), and Genworth Life Insurance Company of New York (the “Insurance Company”), mutually agree to the arrangements set forth in this Administrative Services Agreement (the “Agreement”), effective as of August 22, 2008.

EXPENSE LIMITATION AGREEMENT GENWORTH VARIABLE INSURANCE TRUST
Expense Limitation Agreement • April 30th, 2010 • Genworth Variable Insurance Trust

AGREEMENT made as of the 10th day of February 2010, by and between Genworth Variable Insurance Trust, a Delaware statutory trust (the “Trust), on behalf of each of its series listed on Schedule A hereto (each, a “Fund” and, together, the “Funds”), and Genworth Financial Wealth Management, Inc., a California corporation (the “Advisor”).

GENWORTH VARIABLE INSURANCE TRUST FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 7th, 2009 • Genworth Variable Insurance Trust

THIS FIRST AMENDMENT effective as of December 8, 2009 to the Fund Administration Servicing Agreement dated as of August 22, 2008 (the “Agreement”), is entered into by and between GENWORTH VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

Contract
Expense Limitation Agreement • December 8th, 2009 • Genworth Variable Insurance Trust
FEE WAIVER AND EXPENSE ASSUMPTION AGREEMENT GENWORTH VARIABLE INSURANCE TRUST
Fee Waiver and Expense Assumption Agreement • October 8th, 2009 • Genworth Variable Insurance Trust

AGREEMENT made as of the ___ day of _________, 2009, by and between Genworth Variable Insurance Trust, a Delaware statutory trust (the “Trust), on behalf of each of its series listed on Schedule A hereto (each, a “Fund,” and together, the “Funds”), and Genworth Financial Wealth Management, Inc., a California corporation (the “Advisor”).

FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT BETWEEN GENWORTH VARIABLE INSURANCE TRUST AND CAPITAL BROKERAGE CORPORATION
Distribution Agreement • December 7th, 2009 • Genworth Variable Insurance Trust

THIS FIRST AMENDMENT, effective December 8, 2009, to the Distribution Agreement dated July 31, 2008 (the “Agreement”) is made and entered into by and between GENWORTH VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of its separate series of shares, and CAPITAL BROKERAGE CORPORATION, a Washington corporation (the “Distributor”).

GENWORTH VARIABLE INSURANCE TRUST FIRST AMENDMENT TO THE SUB-DISTRIBUTION AGREEMENT
Sub-Distribution Agreement • December 7th, 2009 • Genworth Variable Insurance Trust

THIS FIRST AMENDMENT, effective December 8, 2009, to the Sub-Distribution Agreement dated September 1, 2008 (the “Agreement”) is made and entered into by and among GENWORTH VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of its separate series of shares, and CAPITAL BROKERAGE CORPORATION, a Washington corporation (the “Distributor”), and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Sub-Distributor”).

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FEE WAIVER AND EXPENSE ASSUMPTION AGREEMENT GENWORTH VARIABLE INSURANCE TRUST
Fee Waiver and Expense Assumption Agreement • September 24th, 2009 • Genworth Variable Insurance Trust

AGREEMENT made as of the ___ day of ___________, 2009, by and between Genworth Variable Insurance Trust, a Delaware statutory trust (the “Trust), on behalf of each of its series listed on Schedule A hereto (each, a “Fund,” and together, the “Funds”), and Genworth Financial Wealth Management, Inc., a California corporation (the “Advisor”).

GENWORTH VARIABLE INSURANCE TRUST FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 7th, 2009 • Genworth Variable Insurance Trust

THIS FIRST AMENDMENT effective as of December 8, 2009 to the Transfer Agent Servicing Agreement dated as of August 22, 2008 (the “Agreement”), is entered into by and between GENWORTH VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

GENWORTH VARIABLE INSURANCE TRUST FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • December 7th, 2009 • Genworth Variable Insurance Trust

THIS FIRST AMENDMENT effective as of December 8, 2009, to the Custody Agreement dated as of August 22, 2008 (the “Agreement”), is entered into by and between GENWORTH VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANK, N.A., a national banking association (the “Custodian”).

Amendment to the Investment Advisory Agreement between Genworth Variable Insurance Trust and Genworth Financial Wealth Management, Inc.
Investment Advisory Agreement • December 7th, 2009 • Genworth Variable Insurance Trust

This amendment to the Investment Advisory Agreement dated August 15, 2008 (the “Agreement”) is made and entered into by and between Genworth Variable Insurance Trust, a Delaware statutory trust (the “Trust”), and Genworth Financial Wealth Management, Inc., a California corporation (the “Advisor”).

GENWORTH VARIABLE INSURANCE TRUST FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 7th, 2009 • Genworth Variable Insurance Trust

THIS FIRST AMENDMENT effective as of December 8, 2009 to the Fund Accounting Servicing Agreement dated as of August 22, 2008 (the “Agreement”), is entered into by and between GENWORTH VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

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