Exhibit No. EX-99.h.3
FORM OF
FUND ACCOUNTING SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of the ___ day of ___________,
2008, by and between Genworth Variable Insurance Trust, a Delaware statutory
trust (the "Trust") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited
liability company ("USBFS").
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company, and
is authorized to issue shares of beneficial interest in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets;
WHEREAS, USBFS is, among other things, in the business of providing mutual
fund accounting services to investment companies; and
WHEREAS, the Trust desires to retain USBFS to provide accounting services
to each series of the Trust listed on Exhibit A hereto (as amended from time to
time) (each a "Fund" and collectively, the "Funds").
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
do hereby agree as follows:
1. Appointment of USBFS as Fund Accountant
The Trust hereby appoints USBFS as fund accountant of the Trust on the
terms and conditions set forth in this Agreement, and USBFS hereby
accepts such appointment and agrees to perform the services and duties
set forth in this Agreement. The services and duties of USBFS shall be
confined to those matters expressly set forth herein, and no implied
duties are assumed by or may be asserted against USBFS hereunder.
2. Services and Duties of USBFS
USBFS shall provide the following accounting services to the Fund:
A. Portfolio Accounting Services:
(1) Maintain portfolio records on a trade date+1 basis using
security trade information communicated from the Fund's
investment adviser.
(2) For each valuation date, obtain prices from a pricing source
approved by the board of trustees of the Trust (the "Board
of Trustees") and apply those prices to the portfolio
positions. For those securities where market quotations are
not readily available, the Board of Trustees shall approve,
in good faith, procedures for determining the fair value for
such securities.
(3) Identify interest and dividend accrual balances as of each
valuation date and calculate gross earnings on investments
for each accounting period.
(4) Determine gain/loss on security sales and identify them as
short-term or long-term; account for periodic distributions
of gains or losses to shareholders and maintain
undistributed gain or loss balances as of each valuation
date.
(5) On a daily basis, reconcile cash of each Fund with the
Fund's custodian.
(6) Transmit a copy of the portfolio valuation of each Fund to
the Fund's investment adviser daily.
(7) Review the impact of current day's activity on a per share
basis, and review changes in market value.
(8) Maintain daily list of holdings at market value and as a
percentage of portfolio; reconcile cash on a daily basis and
reconcile accounting asset listings against the custodian's
asset listings at least three times a month and report any
securities balances discrepancies promptly to the custodian.
B. Expense Accrual and Payment Services:
(1) For each valuation date, calculate the expense accrual
amounts as directed by the Trust as to methodology, rate or
dollar amount.
(2) Process and record payments for Fund expenses upon receipt
of written authorization from the Trust.
(3) Account for Fund expenditures and maintain expense accrual
balances at the level of accounting detail, as agreed upon
by USBFS and the Trust.
(4) Provide expense accrual and payment reporting.
C. Fund Valuation and Financial Reporting Services:
(1) Account for Fund share purchases, sales, exchanges,
transfers, dividend reinvestments, and other Fund share
activity as reported by the Fund's transfer agent on a
timely basis.
(2) Apply equalization accounting as directed by the Trust.
(3) Determine net investment income (earnings) for each Fund as
of each valuation date. Account for periodic distributions
of earnings to shareholders and maintain undistributed net
investment income balances as of each valuation date.
(4) Maintain a general ledger and other accounts, books, and
financial records for the Fund in the form as agreed upon.
(5) Determine the net asset value of each Fund according to the
Trust's Valuation Procedures.
(6) Calculate per share net asset value, per share net earnings,
and other per share amounts reflective of Fund operations at
such time as required by the nature and characteristics of
each Fund.
(7) Communicate to the Trust, at an agreed upon time, the per
share net asset value of each Fund for each valuation date.
(8) Prepare monthly reports that document the adequacy of
accounting detail to support month-end ledger balances.
(9) Prepare monthly security transactions listings.
D. Tax Accounting Services:
(1) Maintain accounting records for the investment portfolio of
each Fund to support the tax reporting required for
"regulated investment companies" under the Internal Revenue
Code of 1986, as amended (the "Code").
(2) Maintain tax lot detail for each Fund's investment
portfolio.
(3) Calculate taxable gain/loss on security sales using the tax
lot relief method designated by the Trust.
(4) Provide the necessary financial information to calculate the
taxable components of income and capital gains distributions
to support tax reporting to the shareholders.
(5) Maintain a schedule of dividends paid and payable.
E. Compliance Control Services:
(1) Support reporting to regulatory bodies and support financial
statement preparation by making the Trust's accounting
records available to the Trust, the Securities and Exchange
Commission (the "SEC"), and the independent accountants.
(2) Maintain accounting records according to the 1940 Act and
regulations provided thereunder.
(3) Perform its duties hereunder in compliance with all
applicable laws and regulations and provide any
sub-certifications reasonably requested by the Trust in
connection with any certification required of the Trust
pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the "SOX Act")
or any rules or regulations promulgated by the SEC
thereunder, provided the same shall not be deemed to change
USBFS's standard of care as set forth herein.
(4) Cooperate with the Trust's independent accountants and take
all reasonable action in the performance of its obligations
under this Agreement to ensure that the necessary
information is made available to such accountants for the
expression of their opinion on each Fund's financial
statements without any qualification as to the scope of
their examination.
3. License of Data; Warranty; Termination of Rights
A. The valuation information and evaluations being provided to the
Trust by USBFS pursuant hereto (collectively, the "Data") are
being licensed, not sold, to the Trust. The Trust has a limited
license to use the Data only for purposes necessary to valuing
the Trust's assets and reporting to regulatory bodies (the
"License"). The Trust does not have any license nor right to use
the Data for purposes beyond the intentions of this Agreement
including, but not limited to, resale to other users or use to
create any type of historical database. The License is
non-transferable and not sub-licensable. The Trust's right to use
the Data cannot be passed to or shared with any other entity.
The Trust acknowledges the proprietary rights that USBFS and its
suppliers have in the Data.
B. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO
WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS
FOR ANY PURPOSE OR ANY OTHER MATTER.
C. USBFS may stop supplying some or all Data to the Trust if USBFS's
suppliers terminate any agreement to provide Data to USBFS. Also,
USBFS may stop supplying some or all Data to the Trust if USBFS
reasonably believes that the Trust is using the Data in violation
of the License, or breaching its duties of confidentiality
provided for hereunder, or if any of USBFS's suppliers demand
that the Data be withheld from the Trust. USBFS will provide
notice to the Trust of any termination of provision of Data as
soon as reasonably possible.
4. Pricing of Securities
A. For each valuation date, USBFS shall obtain prices from pricing
sources as indicated in the Trust's Valuation Procedures and
apply those prices to the portfolio positions of each Fund. For
those securities where market quotations are not readily
available, the Board of Trustees shall approve, in good faith,
procedures for determining the fair value for such securities.
If the Trust desires to provide a price that varies from the
price provided by the pricing source, the Trust shall promptly
notify and supply USBFS with the price of any such security on
each valuation date. All pricing changes made by the Trust will
be in writing and must specifically identify the securities to be
changed by CUSIP, name of security, new price or rate to be
applied, and, if applicable, the time period for which the new
price(s) is/are effective.
B. In the event that the Trust at any time receives Data containing
evaluations, rather than market quotations, for certain
securities or certain other data related to such securities, the
following provisions will apply: (i) evaluated securities are
typically complicated financial instruments. There are many
methodologies (including computer-based analytical modeling and
individual security evaluations) available to generate
approximations of the market value of such securities, and there
is significant professional disagreement about which method is
best. No evaluation method, including those used by USBFS and its
suppliers, may consistently generate approximations that
correspond to actual "traded" prices of the securities; (ii)
methodologies used to provide the pricing portion of certain Data
may rely on evaluations; however, the Trust acknowledges that
there may be errors or defects in the software, databases, or
methodologies generating the evaluations that may cause resultant
evaluations to be inappropriate for use in certain applications;
and (iii) the Trust assumes all responsibility for edit checking,
external verification of evaluations, and ultimately the
appropriateness of using Data containing evaluations, regardless
of any efforts made by USBFS and its suppliers in this respect.
5. Changes in Accounting Procedures
Any resolution passed by the Board of Trustees that affects accounting
practices and procedures under this Agreement shall be effective upon
written receipt of notice and acceptance by USBFS.
6. Changes in Equipment, Systems, Etc.
USBFS reserves the right to make changes from time to time, as it
deems advisable, relating to its systems, programs, rules, operating
schedules and equipment, so long as such changes do not adversely
affect the services provided to the Trust under this Agreement.
7. Compensation
USBFS shall be compensated for providing the services set forth in
this Agreement in accordance with the fee schedule set forth on
Exhibit B hereto (as amended from time to time). USBFS shall also be
compensated for such out-of-pocket expenses (e.g., telecommunication
charges, postage and delivery charges, and reproduction charges) as
are reasonably incurred by USBFS in performing its duties hereunder.
The Trust shall pay all such fees and reimbursable expenses within 30
calendar days following receipt of the billing notice, except for any
fee or expense subject to a good faith dispute. The Trust shall notify
USBFS in writing within 30 calendar days following receipt of each
invoice if the Trust is disputing any amounts in good faith. The Trust
shall pay such disputed amounts within 10 calendar days of the day on
which the parties agree to the amount to be paid. With the exception
of any fee or expense the Trust is disputing in good faith as set
forth above, unpaid invoices shall accrue a finance charge of 1 1/2%
per month after the due date. Notwithstanding anything to the
contrary, amounts owed by the Trust to USBFS shall only be paid out of
the assets and property of the particular Fund involved.
8. Representations and Warranties
A. The Trust hereby represents and warrants to USBFS, which
representations and warranties shall be deemed to be continuing
throughout the term of this Agreement, that:
(1) It is duly organized and existing under the laws of the
jurisdiction of its organization, with full power to carry
on its business as now conducted, to enter into this
Agreement and to perform its obligations hereunder;
(2) This Agreement has been duly authorized, executed and
delivered by the Trust in accordance with all requisite
action and constitutes a valid and legally binding
obligation of the Trust, enforceable in accordance with its
terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting
the rights and remedies of creditors and secured parties;
and
(3) It is conducting its business in compliance in all material
respects with all applicable laws and regulations, both
state and federal, and has obtained all regulatory approvals
necessary to carry on its business as now conducted; there
is no statute, rule, regulation, order or judgment binding
on it and no provision of its charter, bylaws or any
contract binding it or affecting its property which would
prohibit its execution or performance of this Agreement.
B. USBFS hereby represents and warrants to the Trust, which
representations and warranties shall be deemed to be continuing
throughout the term of this Agreement, that:
(1) It is duly organized and existing under the laws of the
jurisdiction of its organization, with full power to carry
on its business as now conducted, to enter into this
Agreement and to perform its obligations hereunder;
(2) This Agreement has been duly authorized, executed and
delivered by USBFS in accordance with all requisite action
and constitutes a valid and legally binding obligation of
USBFS, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the rights and
remedies of creditors and secured parties; and
(3) It is conducting its business in compliance in all material
respects with all applicable laws and regulations, both
state and federal, and has obtained all regulatory approvals
necessary to carry on its business as now conducted; there
is no statute, rule, regulation, order or judgment binding
on it and no provision of its charter, bylaws or any
contract binding it or affecting its property which would
prohibit its execution or performance of this Agreement.
9. Standard of Care; Indemnification; Limitation of Liability
A. USBFS shall exercise reasonable care in the performance of its
duties under this Agreement and any related agreement between
USBFS and its suppliers. Neither USBFS nor its suppliers shall be
liable for any error of judgment or mistake of law or for any
loss suffered by the Trust or any third party in connection with
its duties under this Agreement, including losses resulting from
mechanical breakdowns or the failure of communication or power
supplies beyond USBFS' control, except a loss arising out of or
relating to USBFS' refusal or failure to comply with the terms of
this Agreement or any related agreement between USBFS and its
suppliers or from its bad faith, negligence, or willful
misconduct in the performance of its duties under this Agreement
or any related agreement between USBFS and its suppliers.
Notwithstanding any other provision of this Agreement or any
related agreement between USBFS and its suppliers, if USBFS has
exercised reasonable care in the performance of its duties under
this Agreement and any related agreement between USBFS and its
suppliers, the Trust shall indemnify and hold harmless USBFS and
its suppliers from and against any and all claims, demands,
losses, expenses, and liabilities of any and every nature
(including reasonable attorneys' fees) that USBFS or its
suppliers may sustain or incur or that may be asserted against
USBFS or its suppliers by any person arising out of or related to
(X) any action taken or omitted to be taken by it in performing
the services hereunder (i) in accordance with the foregoing
standards, or (ii) in reliance upon any written or oral
instruction provided to USBFS by any duly authorized officer of
the Trust, as approved by the Board of Trustees of the Trust, or
(Y) the Data, or any information, service, report, analysis or
publication derived therefrom, except for any and all claims,
demands, losses, expenses, and liabilities arising out of or
relating to USBFS's refusal or failure to comply with the terms
of this Agreement or any related agreement between USBFS and its
suppliers or from its bad faith, negligence or willful misconduct
in the performance of its duties under this Agreement or any
related agreement between USBFS and its suppliers. This indemnity
shall be a continuing obligation of the Trust, its successors and
assigns, notwithstanding the termination of this Agreement. As
used in this paragraph, the term "USBFS" shall include USBFS's
directors, officers and employees.
Without limiting the generality of the foregoing, USBFS agrees to
indemnify the Trust with respect to any and all of the following:
(1) failure of USBFS to observe or perform any duty or obligation
under any third party software license agreement or third party
service contract; (2) any claim by a third party of violation of
a duty of confidentiality or other similar duty in respect of
information in the possession of USBFS which information was
provided to the Trust; (3) any claims arising out of or related
to occurrences which USBFS is required to insure against pursuant
to this Agreement or applicable law; (4) any claim of unlawful
harassment or discrimination resulting from an action of USBFS or
its employees, agents or representatives; (5) any claim or action
arising out of or relating to any illness, other injury or death
of a person, or damage to property, attributable to the
negligence or misconduct of USBFS or its employees, agents or
representatives.
The Trust acknowledges that the Data are intended for use as an
aid to institutional investors, registered brokers or
professionals of similar sophistication in making informed
judgments concerning securities. The Trust accepts responsibility
for, and acknowledges it exercises its own independent judgment
in, its selection of the Data, its selection of the use or
intended use of such, and any results obtained. Nothing contained
herein shall be deemed to be a waiver of any rights existing
under applicable law for the protection of investors.
USBFS shall indemnify and hold the Trust harmless from and
against any and all claims, demands, losses, expenses, and
liabilities of any and every nature (including reasonable
attorneys' fees) that the Trust may sustain or incur or that may
be asserted against the Trust by any person arising out of any
action taken or omitted to be taken by USBFS as a result of
USBFS's refusal or failure to comply with the terms of this
Agreement, or from its bad faith, negligence, or willful
misconduct in the performance of its duties under this Agreement.
This indemnity shall be a continuing obligation of USBFS, its
successors and assigns, notwithstanding the termination of this
Agreement. As used in this paragraph, the term "Trust" shall
include the Trust's trustees, agents, assigns and successors in
addition to its officers and employees..
In the event of a mechanical breakdown or failure of
communication or power supplies beyond its control, USBFS shall
take all reasonable steps to minimize service interruptions for
any period that such interruption continues. USBFS will make
every reasonable effort to restore any lost or damaged data and
correct any errors resulting from such a breakdown at the expense
of USBFS. USBFS agrees that it shall, at all times, have
reasonable contingency plans with appropriate parties, making
reasonable provision for emergency use of electrical data
processing equipment to the extent appropriate equipment is
available. Representatives of the Trust shall be entitled to
inspect USBFS's premises and operating capabilities at any time
during regular business hours of USBFS, upon reasonable notice to
USBFS. Moreover, USBFS shall provide the Trust, at such times as
the Trust may reasonably require, copies of reports rendered by
independent accountants on the internal controls and procedures
of USBFS relating to the services provided by USBFS under this
Agreement.
Notwithstanding the above, USBFS reserves the right to reprocess
and correct administrative errors at its own expense upon
consultation with the Trust and in such manner as agreed to by
the Trust.
In no case shall either party be liable to the other for (i) any
special, indirect or consequential damages, loss of profits or
goodwill (even if advised of the possibility of such); or (ii)
any delay by reason of circumstances beyond its control,
including acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdown,
flood or catastrophe, acts of God, insurrection, war, riots, or
failure beyond its control of transportation or power supply.
B. In order that the indemnification provisions contained in this
section shall apply, it is understood that if in any case the
indemnitor may be asked to indemnify or hold the indemnitee
harmless, the indemnitor shall be fully and promptly advised of
all pertinent facts concerning the situation in question, and it
is further understood that the indemnitee will use all reasonable
care to notify the indemnitor promptly concerning any situation
that presents or appears likely to present the probability of a
claim for indemnification. The indemnitor shall have the option
to defend the indemnitee against any claim that may be the
subject of this indemnification. In the event that the indemnitor
so elects, it will so notify the indemnitee and thereupon the
indemnitor shall take over complete defense of the claim with
counsel reasonably satisfactory to indemnitee, and the indemnitee
shall in such situation initiate no further legal or other
expenses for which it shall seek indemnification under this
section. The indemnitee shall in no case confess any claim or
make any compromise in any case in which the indemnitor will be
asked to indemnify the indemnitee except with the indemnitor's
prior written consent.
C. The indemnity and defense provisions set forth in this Section 9
shall indefinitely survive the termination and/or assignment of
this Agreement.
D. If USBFS is acting in another capacity for the Trust pursuant to
a separate agreement, nothing herein shall be deemed to relieve
USBFS of any of its obligations in such other capacity.
10. Notification of Error
The Trust will notify USBFS of any discrepancy between USBFS and the
Trust, including, but not limited to, failing to account for a
security position in the Fund's portfolio, upon the later to occur of:
(i) three business days after receipt of any reports rendered by USBFS
to the Trust; (ii) three business days after discovery of any error or
omission not covered in the balancing or control procedure; or (iii)
three business days after receiving notice from any shareholder
regarding any such discrepancy.
11. Data Necessary to Perform Services
The Trust or its agent shall furnish to USBFS the data necessary to
perform the services described herein at such times and in such form
as mutually agreed upon.
12. Proprietary and Confidential Information
A. USBFS agrees on behalf of itself and its directors, officers, and
employees to treat confidentially and as proprietary information
of the Trust, all records and other information relative to the
Trust and prior, present, or potential shareholders of the Trust
(and clients of said shareholders), and not to use such records
and information for any purpose other than the performance of its
responsibilities and duties hereunder, except (i) after prior
notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be
withheld where USBFS may be exposed to civil or criminal contempt
proceedings for failure to comply, (ii) when requested to divulge
such information by duly constituted authorities provided that
USBFS will provide the Trust written notice of such request to
the extent such notice is permitted by applicable law or rule, or
(iii) when so requested by the Trust. Records and other
information which have become known to the public through no
wrongful act of USBFS or any of its employees, agents or
representatives, and information that was already in the
possession of USBFS prior to receipt thereof from the Trust or
its agent, shall not be subject to this paragraph.
Further, USBFS will adhere to the privacy policies adopted by the
Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may
be modified from time to time. In this regard, USBFS shall have
in place and maintain physical, electronic and procedural
safeguards reasonably designed to protect the security,
confidentiality and integrity of, and to prevent unauthorized
access to or use of, records and information relating to the
Trust and its shareholders.
B. The Trust, on behalf of itself and its trustees, officers, and
employees, will maintain the confidential and proprietary nature
of the Data and agrees to protect it using the same efforts, but
in no case less than reasonable efforts, that it uses to protect
its own proprietary and confidential information.
13. Records
USBFS shall keep records relating to the services to be performed
hereunder in the form and manner, and for such period, as it may deem
advisable and is agreeable to the Trust, but not inconsistent with the
rules and regulations of appropriate government authorities, in
particular, Section 31 of the 1940 Act and the rules thereunder. USBFS
agrees that all such records prepared or maintained by USBFS relating
to the services to be performed by USBFS hereunder are the property of
the Trust and will be preserved, maintained, and made available in
accordance with such applicable sections and rules of the 1940 Act and
will be promptly surrendered to the Trust or its designee on and in
accordance with its request.
14. Compliance with Laws
The Trust has and retains primary responsibility for all compliance
matters relating to the Fund, including but not limited to compliance
with the 1940 Act, the Code, the SOX Act, the USA Patriot Act of 2002
and the policies and limitations of the Fund relating to its portfolio
investments as set forth in its current prospectus and statement of
additional information. USBFS's services hereunder shall not relieve
the Trust of its responsibilities for assuring such compliance or the
Board of Trustee's oversight responsibility with respect thereto.
15. Term of Agreement; Amendment
This Agreement shall become effective as of the date first written
above and will continue in effect for a period of two (2) years.
Subsequent to the initial [two]-year term, this Agreement may be
terminated by either party upon giving 90 days prior written notice to
the other party or such shorter period as is mutually agreed upon by
the parties. Notwithstanding the foregoing, this Agreement may be
terminated by any party upon the breach of the other party of any
material term of this Agreement if such breach is not cured within 15
days of notice of such breach to the breaching party.
This Agreement may not be amended or modified in any manner except by
written agreement executed by USBFS and the Trust, and authorized or
approved by the Board of Trustees.
16. Duties in the Event of Termination
In the event that, in connection with termination, a successor to any
of USBFS's duties or responsibilities hereunder is designated by the
Trust by written notice to USBFS, USBFS will promptly, upon such
termination and at the expense of the Trust, transfer to such
successor all relevant books, records, correspondence and other data
established or maintained by USBFS under this Agreement in a form
reasonably acceptable to the Trust (if such form differs from the form
in which USBFS has maintained the same, the Trust shall pay any
expenses associated with transferring the data to such form), and will
cooperate in the transfer of such duties and responsibilities,
including provision for assistance from USBFS's personnel in the
establishment of books, records and other data by such successor. If
no such successor is designated, then such books, records and other
data shall be returned to the Trust.
Notwithstanding the foregoing, in the event that USBFS terminates this
agreement by written notice to the Trust, USBFS will promptly, upon
such termination at the expense mutually agreed upon by the parties,
transfer to the successor(s) to the duties assigned to USBFS herein,
all relevant books, records, correspondence, and other data
established or maintained by USBFS under this Agreement in a form
reasonably acceptable to the Trust (if such form differs from the form
in which USBFS has maintained the same USBFS shall pay any expenses
associated with transferring the same to such form)) and will
cooperate in the transfer of such duties and responsibilities,
including provision for assistance from USBFS's personnel in the
establishment of books, records, and other data by such successor.]
17. Early Termination
In the absence of any material breach of this Agreement, should the
Trust elect to terminate this Agreement prior to the end of the term,
the Trust agrees to pay the following fees:
a. all monthly fees through the life of the contract;
b. all fees associated with converting services to successor service
provider;
c. all fees associated with any record retention and/or tax
reporting obligations that may not be eliminated due to the
conversion to a successor service provider;
d. all out-of-pocket costs associated with a-c above.
18. Assignment
This Agreement shall extend to and be binding upon the parties hereto
and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Trust without the
written consent of USBFS, or by USBFS without the written consent of
the Trust accompanied by the authorization or approval of the Trust's
Board of Trustees.
19. Governing Law
This Agreement shall be construed in accordance with the laws of the
State of Wisconsin, without regard to conflicts of law principles. To
the extent that the applicable laws of the State of Wisconsin, or any
of the provisions herein, conflict with the applicable provisions of
the 1940 Act, the latter shall control, and nothing herein shall be
construed in a manner inconsistent with the 1940 Act or any rule or
order of the SEC thereunder.
20. No Agency Relationship
Nothing herein contained shall be deemed to authorize or empower
either party to act as agent for the other party to this Agreement, or
to conduct business in the name, or for the account, of the other
party to this Agreement.
21. Services Not Exclusive
Nothing in this Agreement shall limit or restrict USBFS from providing
services to other parties that are similar or identical to some or all
of the services provided hereunder.
22. Invalidity
Any provision of this Agreement which may be determined by competent
authority to be prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. In such case, the parties shall
in good faith modify or substitute such provision consistent with the
original intent of the parties.
23. Notices
Any notice required or permitted to be given by either party to the
other shall be in writing and shall be deemed to have been given on
the date delivered personally or by courier service, or three days
after sent by registered or certified mail, postage prepaid, return
receipt requested, or on the date sent and confirmed received by
facsimile transmission to the other party's address set forth below:
Notice to USBFS shall be sent to:
U.S. Bancorp Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
and notice to the Trust shall be sent to:
Genworth Variable Insurance Trust
c/o Genworth Financial Wealth Management, Inc.
0000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, XX 00000
Fax No.: (000) 000-0000
24. Multiple Originals
This Agreement may be executed on two or more counterparts, each of
which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same
instrument.
25. Insurance
USBFS, through its corporate affiliate, shall maintain a fidelity bond
covering larceny and embezzlement and an insurance policy with respect
to directors and officers errors and omissions coverage, in amounts
that are appropriate in light of its duties and responsibilities
hereunder. Upon the request of the Trust, USBFS shall provide evidence
that coverage is in place. USBFS shall notify the Trust should its
insurance coverage with respect to professional liability or errors
and omissions coverage be reduced or canceled. Such notification shall
include the date of cancellation or reduction and the reasons
therefore. USBFS shall notify the Trust promptly of any material
claims against it with respect to services performed under this
Agreement, whether or not they may be covered by insurance, and shall
notify the Trust promptly should the total outstanding claims made by
USBFS under its insurance coverage materially impair, or threaten to
materially impair, the adequacy of its coverage.
26. Trust Limitations
This Agreement is executed by the Trust with respect to each of the
Funds and the obligations hereunder are not binding on any of the
trustees, officers or shareholders of the Trust individually but are
binding only upon the Fund to which such obligations pertain and the
assets and property of such Fund. All obligations of the Trust under
this Agreement shall apply only on a Fund-by-Fund basis, and the
assets of one Fund shall not be liable for the obligations of another
Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by a duly authorized officer on one or more counterparts as of the date first
above written.
Genworth Variable Insurance Trust U.S. Bancorp Fund Services, LLC
By:________________________________ By:______________________________
Name:_____________________________ Name:____________________________
Title:______________________________ Title:____________________________
Exhibit A
to the
Fund Accounting Servicing Agreement
Fund Names
Separate Series of Genworth Variable Insurance Trust
Name of Series Date Added
Genworth Calamos Growth Fund ___________, 0000
Xxxxxxxx Xxxxxxxx Mid Cap Value Fund ___________, 0000
Xxxxxxxx Xxxxx XX Venture Fund ___________, 2008
Genworth Xxxxx Xxxxx Large Cap Value Fund ___________, 2008
Genworth Xxxx Xxxxx Partners Aggressive Growth Fund ___________, 2008
Genworth PIMCO StocksPlus Fund ___________, 2008
Genworth Xxxxxx International Capital Opportunities Fund ___________, 2008
Genworth Xxxxxxxxx International Value Fund ___________, 2008
Genworth Western Asset Management Core Plus Fixed Income Fund ___________, 2008
Exhibit B
to the
Fund Accounting Servicing Agreement
Fee Schedule
TO BE PROVIDED
