AMENDMENT NO. 3
PARTICIPATION AGREEMENT
The Participation Agreement (the "Agreement"), dated as of March 2, 2003, by and
among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc.,
a Delaware corporation; Genworth Life Insurance Company of New York, a New York
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
A I M 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 INSURANCE COMPANY OF NEW
YORK
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
