AMENDMENT NO. 5 PARTICIPATION AGREEMENT
AMENDMENT NO. 5
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 Assurance Company, a Virginia life insurance company (LIFE COMPANY); and Capital
Brokerage Corporation (UNDERWRITER), is hereby amended as follows:
WHEREAS, effective April 30, 2010, AIM Variable Insurance Funds will be renamed AIM Variable
Insurance Funds (Invesco Variable Insurance Funds). All references to AIM Variable Insurance Funds
will hereby be deleted and replaced with AIM Variable Insurance Funds (Invesco Variable Insurance
Funds);
WHEREAS, on March 31, 2008, A I M Distributors, Inc. was renamed Invesco Aim Distributors,
Inc. Effective April 30, 2010, Invesco Aim Distributors, Inc. will be renamed Invesco
Distributors, Inc. All references to Invesco Aim Distributors, Inc. will hereby be deleted and
replaced with Invesco Distributors, Inc.
Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
FUNDS AVAILABLE UNDER THE CONTRACTS
ALL SERIES I SHARES AND SERIES II SHARES OF AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE
INSURANCE FUNDS)
ACCOUNTS UTILIZING THE FUNDS
ALL ACCOUNTS UTILIZING THE FUNDS
CONTRACTS FUNDED BY THE ACCOUNTS
ALL CONTRACTS FUNDED BY THE ACCOUNTS
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All other terms and provisions of the Agreement not amended herein shall remain in full force and
effect.
Effective date: April 30, 2010
| AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS) |
||||||||||||
| Attest: | /s/ Xxxxx Xxxxxxxx | By: | /s/ Xxxx X. Xxxx | |||||||||
| Name: | Xxxxx Xxxxxxxx | Name: | Xxxx X. Xxxx | |||||||||
| Title: | Assistant Secretary | Title: | Senior Vice President | |||||||||
| INVESCO 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 ASSURANCE COMPANY | ||||||||||||
| Attest: | /s/ Xxxx Xxxxxxxx | By: | /s/ Xxxxxxx X. Xxxxxxxx | |||||||||
| Name: | Xxxx Xxxxxxxx | Name: | Xxxxxxx X. Xxxxxxxx | |||||||||
| Title: | Title: | VP | ||||||||||
| CAPITAL BROKERAGE CORPORATION | ||||||||||||
| Attest: | /s/ Xxxxxxx X. Xxxxxx | By: | /s/ Xxxxx X. Xxxxx | |||||||||
| Name: | Xxxxxxx X. Xxxxxx | Name: | Xxxxx X. Xxxxx | |||||||||
| Title: | Assoc. General Counsel | Title: | SVP & CCO | |||||||||
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