AMENDMENT AND JOINDER TO PARTICIPATION AGREEMENT
Exhibit h.14.a
AMENDMENT AND JOINDER
This Amendment and Joinder is entered into as of October 1, 2021 by and among The Guardian Insurance & Annuity Company, Inc. (the “Company”), a Delaware corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each account hereinafter referred to as the “Account”); Virtus Variable Insurance Trust (“VVIT”) on behalf of its series listed on Exhibit B hereto and The Merger Fund VL (“TMFVL”), each a Delaware statutory trust (each of the series of VVIT and TMFVL, the “Fund” and collectively, the “Funds”); and VP Distributors, LLC (the “Distributor”), a Delaware limited liability company.
WHEREAS, the Company, VVIT and the Distributor have entered into a Participation Agreement dated as of May 23, 2013 (the “Agreement”) which, as of the date hereof, remains in full force and effect; and
WHEREAS, the Agreement provides that the Company may invest assets of the Account in series of VVIT as set forth therein; and
WHEREAS, the Distributor anticipates becoming the distributor for TMFVL, effective on a future date; and
WHEREAS, the parties desire to update the Agreement to provide that the Company may invest assets of the Account in shares of TMFVL in the same manner and in accordance with the same terms as set forth in the Agreement, effective upon the date on which the Distributor becomes the distributor of TMFVL (the “Effective Date”); and
WHEREAS, the Agreement provides that it may only be changed by a written instrument signed by the parties;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound thereby, the parties hereby agree that:
1. Upon the Effective Date, TMFVL shall become a party to, and be bound by, the terms of the Agreement in the same manner as if it were an original signatory to the Agreement, with such amendments as are set forth in this Amendment and Joinder. From and after the Effective Date, all references to the “Fund” in the Agreement shall include TMFVL as appropriate, and all references to the “Portfolios” and the “Designated Portfolios” in the Agreement shall include TMFVL as appropriate (due to the fact that TMFVL is structured as a single fund rather than a series trust).
2. Upon the Effective Date, Schedule A to the Agreement shall be replaced in its entirety with the Schedule A attached hereto.
3. The addresses for notices under the Agreement for each Fund and the Distributor are hereby amended to the following:
[Name of Fund/Distributor]
c/o Virtus Investment Partners
Xxx Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attention: Counsel
4. The address for notices under the Agreement for the Company is hereby amended to the following:
The Guardian Insurance & Annuity Company, Inc.
00 Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Counsel
5. In all other respects, the Agreement shall remain unchanged and in full force and effect.
6. This Amendment and Joinder may be executed in two or more counterparts, which may be executed and/or exchanged electronically, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment and Joinder by their duly authorized officers as of the date first set forth above.
| THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. | VP DISTRIBUTORS, LLC | |||
| By: | /s/ Nahulan Ethirveerasingam | By: | /s/ Xxxxx Xxxxxxxx | |
| Name: | Nahulan Ethirveerasingam | Name: | Xxxxx Xxxxxxxx | |
| Title: | 2nd Vice President | Title: | Vice President, Mutual Fund Services | |
| VIRTUS VARIABLE INSURANCE TRUST | THE MERGER FUND VL | |||
| By: | /s/ Xxxxx Xxxxxxxx | By: | /s/ Xxxxx Xxxxxxxx | |
| Name: | Xxxxx Xxxxxxxx | Name: | Xxxxx Xxxxxxxx | |
| Title: | Vice President, Mutual Fund Services | Title: | Vice President, Mutual Fund Services | |
SCHEDULE A
The term “Designated Portfolio” of a Fund will include any Portfolio of the Fund (as listed below) as well as any Portfolio of the Fund or any share class of any Portfolio (now existing or hereafter created) created subsequent to the date hereof, in the specified class or classes, if applicable. Further, if a Fund does not have series, the terms “Portfolio” and “Designated Portfolio” will each include the Fund itself.
Fund:
Virtus Variable Insurance Trust
Portfolios/Designated Portfolios:
| Xxxxxx Xxxx & Xxxxxx Real Estate Securities Series |
| Virtus KAR Capital Growth Series |
| Virtus KAR Equity Income Series |
| Virtus KAR Small-Cap Growth Series |
| Virtus KAR Small-Cap Value Series |
| Virtus Newfleet Multi-Sector Intermediate Bond Series |
| Virtus SGA International Growth Series |
| Virtus Strategic Allocation Series |
Fund:
The Merger Fund VL
Segregated Asset Accounts:
Separate Account R
Contracts:
Guardian Investor ProFreedom Variable AnnuitySM (B Share)
Guardian Investor ProFreedom Variable AnnuitySM (C Share)
Guardian Investor ProFreedom Variable AnnuitySM (I Share)
