AMENDMENT NO. 4
PARTICIPATION AGREEMENT
The Participation Agreement (the "Agreement"), dated as of March 2, 2000, by and
among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc.,
a Delaware corporation; Genworth Life and Annuity Insurance Company, a Virginia
life insurance company (LIFE COMPANY); and Capital Brokerage Corporation
(UNDERWRITER), is hereby amended as follows:
The following is added under: "SECTION 2 PROCESSING AND TRANSACTIONS"
before SECTION 2.1(A):
"Notwithstanding the provisions of paragraph (b) of this Section 2.1,
the Parties agree to communicate, process and settle purchase and
redemption transactions for Shares (collectively, "Share transactions") via
the Fund/SERV and Networking systems of the National Securities Clearing
Corporation (hereinafter, "NSCC"). LIFE COMPANY and AVIF each represents
and warrants that it: (a) has entered into an agreement with NSCC, (b) has
met and will continue to meet all of the requirements to participate in
Fund/SERV and Networking, and (c) intends to remain at all times in
compliance with the then current rules and procedures of NSCC, all to the
extent necessary or appropriate to facilitate such communications,
processing, and settlement of Share transactions. AVIF agrees to provide
LIFE COMPANY with account positions and activity data relating to Share
transactions via Networking. LIFE COMPANY shall place trades with NSCC
using Defined Contribution Clearance & Settlement (hereinafter, "DCC&S")
indicators, no later than 8:00 a.m. Central Time, and LIFE COMPANY shall
pay for Shares by the scheduled close of federal funds transmissions on the
same Business Day on which it places an order to purchase Shares in
accordance with this section. Payment shall be in federal funds transmitted
by wire from the designated NSCC Settling Bank (on behalf of LIFE COMPANY).
For purposes of this Agreement, "Fund/SERV" shall mean NSCC's system
for automated, centralized processing of mutual fund purchase and
redemption orders, settlement, and account registration; "Networking" shall
mean NSCC's (Level Zero) system that allows mutual funds and life insurance
companies to exchange account level information electronically; "DCC&S"
shall refer to an NSCC program that facilitates the automated processing
and reporting of defined contribution transactions among asset managers,
plan trustees, and plan administrators, including third-party
administrators; and "Settling Bank" shall mean the entity appointed by AVIF
to perform such settlement services on behalf of AVIF, which agrees to
abide by NSCC's then current rules and procedures insofar as they relate to
same day funds settlement. In all cases, processing and settlement of Share
transactions shall be done in a manner consistent with applicable law.
In the event that any Party is prohibited from communicating,
processing or settling Share transactions via Fund/SERV or Networking, such
Party shall notify the other Parties by 9:00 a.m. Central Time. After all
Parties have been notified, the provisions of paragraphs (b) and (c) of
this Section 2.1 shall apply."
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective date: March 18, 2008
AIM VARIABLE INSURANCE FUNDS
Attest: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
----------------------------- ------------------------------------
Name: Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxx
Title: Assistant Secretary Title: Assistant Vice President
AIM DISTRIBUTORS, INC.
Attest: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: Xxxxx Xxxxxxxx Name: Xxxx X. Xxxxxx
Title: Assistant Secretary Title: President
GENWORTH LIFE AND ANNUITY INSURANCE
COMPANY
Attest: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
----------------------------- ------------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President and Associate
General Counsel
CAPITAL BROKERAGE CORPORATION
Attest: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxxx X. Stiff
----------------------------- ------------------------------------
Name: Xxxxxx X. Xxxxx Name: Xxxxxxxx X. Stiff
Title: Secretary Title: Senior Vice President
