ADMINISTRATIVE SERVICES AGREEMENT
Genworth
Variable Insurance Trust (the “Trust”), on behalf of its series listed in
Exhibit A hereto (each, a “Fund”), and Genworth Life Insurance Company of New
York (the “Insurance Company”), mutually agree to the arrangements set
forth in this Administrative Services Agreement (the
“Agreement”), effective as of August 22, 2008.
WHEREAS, the Insurance Company
issues variable life insurance policies and/or variable annuity contracts (each,
a “Contract”); and
WHEREAS, the Insurance Company
has entered into a fund participation agreement (the “Participation Agreement”)
with the Trust, on behalf of each Fund, pursuant to which the Trust has agreed
to make shares of the Funds available for purchase by the Insurance Company’s
separate accounts or divisions thereof (each, a “Separate Account”) in
connection with the allocation by Contract owners of purchase payments to
corresponding investment options offered under the Contracts; and
WHEREAS, the parties to this
Agreement expect that the Funds can derive substantial savings in administrative
expenses by virtue of having one or more Separate Accounts each as a single
shareholder of record of Fund shares, rather than having numerous public
shareholders of such shares and having the Insurance Company perform the
administrative services listed on Exhibit B hereto
for the Funds in connection with the Contracts issued by the Insurance Company;
and
WHEREAS, the Insurance Company
has no contractual or other legal obligation to perform such administrative
services, other than pursuant to this Agreement and the Participation Agreement;
and
WHEREAS, the Insurance
Company and the Trust, on behalf of each Fund, desire to document in this
Agreement the compensation to be paid to the Insurance Company by the Funds
pursuant to the Distribution and Servicing Plan approved by the trustees of the
Trust on July 31, 2008;
NOW, THEREFORE, the parties
agree as follows:
Section 1. Administrative
Services; Payments Therefor.
(a) Insurance
Company shall provide the administrative services set out in Exhibit B
hereto, as may be amended from time to time, relating to the
Funds. For such services, each Fund agrees to pay to the Insurance
Company, or its designee, an annual fee (the “Fee”) equal to 0.25% of the
average daily net assets of the Fund attributable to the
Contracts. The parties agree that the Fee will be paid on a monthly
basis.
(b) The
Fund shall calculate the Fee at the end of each applicable calculation period
(as described above) and will make such payment to the Insurance Company, or its
designee, without demand or notice from the Insurance Company, within thirty
(30) days thereafter, in a manner mutually agreed upon by the parties to this
Agreement from time to time.
Section 2. Nature
of Payments.
The
parties to this Agreement recognize and agree that payments to be made to the
Insurance Company pursuant to this Agreement are for services in connection with
the promotion and distribution of Fund shares and/or the provision of investor
services as set out in Exhibit
B.
Section 3. Term
and Termination.
This
Agreement may be terminated with respect to any Fund, without penalty on
sixty (60) days written notice by: (1) the Insurance Company; or (2) by the vote
of (i) a majority of the trustees of the Trust who are not interested persons of
the Trust (the “Independent Trustees”), or (ii) a majority of the outstanding
voting securities of such company (as defined in the Investment Company Act of
1940 (the “1940 Act”)). This Agreement will terminate automatically
in the event of its assignment (as defined in the 1940 Act). Unless
so terminated, this Agreement shall continue in effect for so long as the
Insurance Company provides the services contemplated hereunder with respect to
Contracts under which values or monies are allocated to a Fund but shall not
continue in effect for more than one year unless such continuance is approved at
least annually by the Independent Trustees in accordance with Rule 12b-1 under
the 1940 Act.
Section 4. Amendment.
This
Agreement may be amended only upon mutual agreement of the parties in
writing.
Section 5. Notices.
All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered:
Xxxxxx
Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx
Xxxx, XX 00000-0000
Attention: President
Genworth
Life Insurance Company of New York
0000 Xxxx
Xxxxx Xxxxxx, Xxxxxxxx 0
Xxxxxxxx,
XX 00000
Attention:
General Counsel, Securities
Section 6. Miscellaneous.
(a) Successors and
Assigns. To the extent this Agreement is transferred to another
party without termination due to assignment (as defined in the 1940 Act), this
Agreement shall be binding upon the parties and their transferees, successors
and assigns . The benefits of and the right to enforce this
Agreement shall accrue to the parties and their transferees, successors and
assigns.
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(b)
Intended
Beneficiaries. Nothing in this Agreement shall be construed to
give any person or entity other than the parties any legal or equitable claim,
right or remedy. Rather, this Agreement is intended to be for the
sole and exclusive benefit of the parties.
(c) Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which shall together constitute one and the same
instrument.
(d)
Applicable
Law. This Agreement shall be interpreted, construed, and
enforced in accordance with the laws of the Commonwealth of Virginia without
reference to the conflict of law principles thereof.
[Remainder
of page intentionally blank.]
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(e) Severability. If
any portion of this Agreement shall be found to be invalid or unenforceable by a
court or tribunal or regulatory agency of competent jurisdiction, the remainder
shall not be affected thereby, but shall have the same force and effect as if
the invalid or unenforceable portion had not been inserted.
IN
WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first above written.
By: /s/ Xxxxxx X.
Xxxxxx
Name: Xxxxxx
X. Xxxxxx
Title: President
GENWORTH
LIFE INSURANCE COMPANY OF NEW YORK
By: /s/ Xxxxxxx X.
Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
Vice President
-4-
Exhibit
A
Fund
Genworth
Calamos Growth Fund
Genworth
Columbia Mid Cap Value Fund
Genworth
Xxxxx NY Venture Fund
Genworth
Xxxxx Xxxxx Large Cap Value Fund
Genworth
Xxxx Xxxxx Partners Aggressive Growth Fund
Genworth
PIMCO StocksPLUS Fund
Genworth
Xxxxxx International Capital Opportunities Fund
Genworth
Xxxxxxxxx International Value Fund
Genworth
Western Asset Management Core Plus Fixed Income Fund
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Exhibit
B
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ADMINISTRATIVE
SERVICES FOR THE TRUST
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MAINTENANCE
OF BOOKS AND RECORDS:
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Maintaining
a record of share purchases to assist transfer agent in recording issuance
of shares.
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Performing
miscellaneous account services to assist transfer agent in recording
transfers of shares (via net purchase
orders).
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Reconciliation
and balancing of the separate account at the Fund level in the general
ledger and reconciliation of cash accounts at general
account.
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PURCHASE
ORDERS:
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Determination
of net amount of cash flow into
Fund.
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Reconciliation
and deposit of receipts at Fund and confirmation
thereof.
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REDEMPTION
ORDERS:
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Determination
of net amount required for redemptions by
Fund.
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Notification
to Fund of cash required to meet payments for
redemption.
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REPORTS:
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Periodic
information reporting to the Trust as mutually agreed to in writing by the
Insurance Company and the Trust.
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FUND-RELATED
CONTRACT OWNER SERVICES:
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Telephone
support for Contract owners with respect to inquiries about the Funds (not
including information about performance or related to sales) available in
the Contracts.
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Facilitation
of the tabulation of Contract owners’ votes in the event of a rust
shareholder vote.
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Delivery
of current prospectuses, reports, proxies and other informational
materials to Contract owners.
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OTHER
ADMINISTRATIVE SUPPORT:
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Sub-Accounting
services as mutually agreed to in writing by the Insurance Company and the
Trust.
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Providing
other administrative support to the Trust as mutually agreed to in writing
by the Insurance Company and the
Trust.
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Relieving
the Trust of other usual or incidental administrative services provided to
individual Contract owners as mutually agreed to in writing by the
Insurance Company and the Trust.
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Preparation
of reports to certain third-party reporting services as mutually agreed to
in writing by the Insurance Company and the
Trust.
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