AMENDMENT TO
PARTICIPATION AGREEMENT
THIS PARTICIPATION AGREEMENT AMENDMENT is made and entered into as of
March 5, 2007 by and among Genworth Life and Annuity Insurance Company
(formerly, GE Life and Annuity Assurance Company) ("Insurer"), Capital Brokerage
Corporation ("Contracts Distributor"), AllianceBernstein L.P. (formerly,
Alliance Capital Management L.P.) ("Adviser") and AllianceBernstein Investments,
Inc. (formerly, AllianceBernstein Investment Research and Management, Inc.)
("Distributor").
WHEREAS, the parties have entered into a Participation Agreement dated
as of May 1, 2000, as amended (the "Agreement"); and
WHEREAS, the parties now desire to amend that Agreement to (i) reflect
the new names of the parties; (ii) incorporate specific provisions required by
Rule 22c-2 under the Investment Company Act of 1940 (the "1940 Act"); and (iii)
update the list of available Portfolios by revising a "Whereas" clause in the
Agreement and including a new Schedule A to the Agreement.
NOW, THEREFORE, in consideration of the mutual benefits and promises
contained herein, the parties hereby amend the Agreement as follows:
I. All references in the Agreement to GE Life and Annuity Assurance
Company shall be changed to Genworth Life and Annuity Insurance
Company;
II. All references in the Agreement to Alliance Capital Management L.P.
shall be changed to AllianceBernstein L.P.;
III. All references in the Agreement to AllianceBernstein Investment
Research and Management, Inc. shall be changed to AllianceBernstein
Investments, Inc.;
IV. The second paragraph of the Agreement is replaced in its entirety with
the following:
WHEREAS Insurer, the Distributor, and AllianceBernstein Variable
Products Series Fund, Inc. (the "Fund") desire that Class B
Shares of certain of the Fund's portfolios listed on Schedule A,
attached hereto as amended (the "Portfolios"; reference herein to
the "Fund" include reference to each Portfolio to the extent the
context requires) be made available by Distributor to serve as
underlying investment media for those variable annuity contracts
and variable life insurance policies listed on Schedule A,
attached hereto as amended, issued by Insurer (the "Contracts"),
to be offered through Contracts Distributor and other registered
broker-dealer firms as agreed to by Insurer and Contracts
Distributor;
V. New Section 4.8, which is attached to this Amendment as Attachment A,
is added to the Agreement; and
VI. Schedule A is replaced in its entirety with "Amended Schedule A,"
which is attached to this Amendment as Attachment B.
IN WITNESS WHEREOF, the undersigned have executed this Participation
Agreement Amendment as of the date set forth above.
GENWORTH LIFE AND ANNUITY ALLIANCEBERNSTEIN L.P.
INSURANCE COMPANY
By: By:
--------------------------------- ------------------------------------
Name: Xxxxxxxx X. Stiff Name: Xxxx Xxxxxx
Title: Senior Vice President Title: Secretary
CAPITAL BROKERAGE CORPORATION ALLIANCEBERNSTEIN INVESTMENTS, INC.
By: By:
--------------------------------- ------------------------------------
Name: Xxxxxxxx X. Stiff Name: Xxxxxx X. Xxxxx
Title: Senior Vice President Title: Assistant Secretary
ATTACHEMENT A
4.8 SHAREHOLDER INFORMATION.
(a) AGREEMENT TO PROVIDE INFORMATION. The Insurer agrees to provide the
Distributor upon written request, the taxpayer identification number ("TIN"),
the Individual/International Taxpayer Identification Number ("ITIN"), or other
government-issued identifier ("GII") and the Contract owner number or
participant account number associated with the Shareholder, if known, of any or
all Shareholder(s) of the account and the amount, date, name or other identifier
of any investment professional(s) associated with the Shareholder(s) or account
(if known), and transaction type (purchase, redemption, transfer, or exchange)
of every purchase, redemption, transfer, or exchange of Shares held through an
account maintained by the Insurer during the period covered by the request.
(i) PERIOD COVERED BY REQUEST. Requests must set forth a specific period,
not to exceed 120 days from the date of the request, for which
transaction information is sought. The Distributor may request
transaction information older than 120 days from the date of the
request as it deems necessary to investigate compliance with policies
established by the Fund for purpose of eliminating or reducing any
dilution of the value of the outstanding shares issued by the Fund.
(ii) FORM AND TIMING OF RESPONSE. Insurer agrees to provide promptly upon
request of the Distributor or its designee, but in any event not
later than 10 business days after receipt of a request, the requested
information. If requested by the Distributor or its designee, Insurer
agrees to determine promptly whether any specific person about whom
it has received the identification and transaction information
specified in (a) is itself a financial intermediary ("indirect
intermediary") and, upon further request of the Distributor or its
designee, promptly either (i) provide (or arrange to have provided)
the information set forth in (a) for those shareholders who hold an
account with an indirect intermediary or (ii) restrict or prohibit
the indirect intermediary from purchasing, in nominee name on behalf
of other persons, securities issued by the Fund.
In such instance, the Insurer agrees to inform the Distributor
whether it plans to perform (i) or (ii). Responses required by this
paragraph must be communicated in writing and in a format mutually
agreed upon by the parties. To the extent practicable, the format for
any transaction information provided to the Distributor should be
consistent with the NSCC Standardized Data Reporting Format. For
purposes of this provision "indirect intermediary" has the same
meaning as in SEC Rule 22c-2 under the 1940 Act.
(iii) LIMITATIONS ON USE OF INFORMATION. The Distributor agrees not to use
the information received for marketing or any other similar purpose
without prior written consent of the Insurer.
(b) AGREEMENT TO RESTRICT TRADING. The Insurer agrees to execute written
instructions from the Distributor to restrict or prohibit further purchase or
exchanges of Shares by a Shareholder who has been identified by the Distributor
as having engaged in transactions
of the Fund's Shares (directly or indirectly through the Insurer's account) that
violate policies established by the Distributor for the purpose of eliminating
or reducing any dilution of the value of the outstanding Shares issued by the
Fund.
(i) FORM OF INSTRUCTIONS. Instructions to restrict or prohibit trading
must include the TIN, ITIN, or GII, if known, and the specific
restriction(s) to be executed. If the TIN, ITIN, or GII is not known,
the instructions must include an equivalent identifying number of the
Shareholder(s) or account(s) or other agreed upon information to
which the instruction relates.
(ii) TIMING OF RESPONSE. The Insurer agrees to execute instructions to
restrict or prohibit trading as soon as reasonably practicable, but
not later than five business days after receipt of the instructions
by the Insurer.
(iii) CONFIRMATION BY THE INSURER. The Insurer must provide written
confirmation to the Distributor that instructions to restrict or
prohibit trading have been executed. The Insurer agrees to provide
confirmation as soon as reasonably practicable, but no later than ten
business days after the instructions have been executed.
(c) DEFINITIONS. For purposes of this Section 4.8:
(i) The term "Shares" means the interests of the Shareholders
corresponding to the redeemable securities of record issued by the
Fund under the 1940 Act that are held by the Insurer.
(ii) The term "Shareholder" means the holder of interests in a variable
annuity or a variable life insurance contract issued by the Insurer,
or a participant in an employee benefit plan with a beneficial
interest in a contract.
(iii) The term "written" includes electronic writings and facsimile
transmissions.
ATTACHMENT B
AMENDED SCHEDULE A
EFFECTIVE MARCH 5, 2007
PORTFOLIOS AVAILABLE UNDER THE CONTRACTS
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
AllianceBernstein Global Technology Portfolio - Class B
AllianceBernstein Growth and Income Portfolio - Class B
AllianceBernstein International Value Portfolio - Class B
AllianceBernstein Large Cap Growth Portfolio - Class B
AllianceBernstein Small Cap Growth Portfolio - Class B
SEPARATE ACCOUNTS UTILIZING THE PORTFOLIOS
Genworth Life & Annuity VA Separate Account 1
Genworth Life & Annuity VA Separate Account 2
Genworth Life & Annuity VA Separate Account 3
Genworth Life & Annuity VL Separate Account 1
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS UTILIZING THE FUNDS
Commonwealth Extra Variable Annuity
Commonwealth Freedom Variable Annuity
Commonwealth Variable Annuity
Commonwealth Variable Annuity Plus
Foundation Variable Annuity
Personal Income Design Variable Annuity
RetireReady Bonus Variable Annuity
RetireReady Choice Variable Annuity
RetireReady Extra Variable Annuity
RetireReady Extra II Variable Annuity
RetireReady Freedom Variable Annuity
RetireReady Selections Variable Annuity
Variable Income Provider Immediate Variable Annuity
Commonwealth 3 Variable Universal Life Insurance
Commonwealth 4 Variable Universal Life Insurance
Commonwealth Variable Universal Life Insurance
Commonwealth VL Flex Variable Life Insurance
Estate Optimizer Variable Life Insurance
RetireReady Accumulator Variable Life Insurance
RetireReady Legacy Variable Life Insurance
RetireReady Protection Plus Variable Life Insurance
