FIRST AMENDMENT TO THE PARTICIPATION AGREEMENT
Genworth Life Insurance Company of New York (the "Company") has entered into
a Participation Agreement dated January 1, 2006 (the "Agreement"), with FAM
Variable Series Funds, Inc. (the "Fund") and FAM Distributors, Inc. regarding
the provision to purchase shares in one more of the Portfolios on behalf of
segregated accounts to fund certain variable life insurance policies and/or
variable annuity contacts funded or to be funded through one or more of the
accounts.
The parties to the Agreement hereby agree that effective as of __________,
2008, the Agreement is amended as follows:
1. Fund
References to "FAM Variable Series Funds, Inc." are hereby changed to
"BlackRock Variable Series Funds, Inc.," and "Fund" shall mean "BlackRock
Variable Series Funds, Inc."
2. Underwriter
BlackRock Distributors, Inc., a broker-dealer registered with the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended,
and a member in good standing of the Financial Industry Regulatory Authority,
Inc., will act as principal underwriter of the shares of the Fund under the
Agreement. References to "FAM Distributors, Inc." or "Distributor" shall mean
"BlackRock Distributors, Inc." Effective September 29, 2006 (the "Effective
Date"), BlackRock Distributors, Inc. assumed all of FAM Distributors' rights,
duties and obligations arising under the Agreement as of the Effective Date.
Company hereby expressly and absolutely releases FAM Distributors from all of
its respective duties and obligations arising under the Agreement on or after
the Effective Date.
3. In Article XI of the Agreement, the information for the Fund and Distributor
is hereby deleted and replace with the following:
If to BlackRock Distributors, Inc.:
BlackRock Distributors, Inc.
000 Xxxxx Xxxx
Xxxx xx Xxxxxxx, XX 00000
Attention: President
With a copy to:
Xxxx Xxxxxxx
Chief Legal Officer
BlackRock Distributors, Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
If to BlackRock Variable Series Funds, Inc.:
Xxxxxx Xxxxxxxx
General Counsel
BlackRock Variable Series Funds, Inc.
00 Xxxx 00/xx/ Xxxxxx
Xxx Xxxx, XX 00000
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4. Section 12.12 of the Agreement is deleted and replaced with the following:
"12.12. This Agreement represents the entire agreement between the parties and
supersedes any prior Fund Participation Agreements entered into by the parties
hereto as well as any Fund Participation Agreements entered into between the
Fund, the Distributor and GE Capital Life Assurance Company of New York (or
their respective predecessors) with respect to Shares."
5. Schedule 3 is deleted and replace with the following:
Schedule 3
Portfolios of BlackRock Variable Series Funds, Inc.
Offered to Accounts of Genworth Life Insurance Company of New York
BlackRock Basic Value V.I. Fund (formerly Mercury Basic Value V.I. Fund)
BlackRock Global Allocation V.I. Fund (formerly Mercury Global Allocation V.I.
Fund)
BlackRock Large Cap Growth V.I. Fund (formerly Mercury Large Cap Growth V.I.
Fund)
BlackRock Value Opportunities V.I. Fund (formerly Mercury Value Opportunities
V.I. Fund)
5. To the extent that provisions of the Agreement and this Amendment are in
conflict, the terms of this Amendment shall control. Except to the extent
amended by this Amendment, the Agreement shall remain unchanged and in full
force and effect, and is hereby ratified and confirmed in all respects as
amended hereby. Capitalized terms not defined in this Amendment shall have the
definition set forth in the Agreement.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in
their names and on their behalf by and through their duly authorized officers
signing below as of the day and year first above written.
Genworth Life Insurance Company of New BlackRock Variable Series Funds, Inc.
York
Signature: Signature:
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Name: Name:
----------------------------- --------------------------
Title: Title:
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BlackRock Distributors, Inc. FAM Variable Series Funds, Inc.
Signature: Signature:
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Name: Name:
----------------------------- --------------------------
Title: Title:
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FAM Distributors, Inc.
Signature:
-----------------------------
Name:
-----------------------------
Title:
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