AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
BY AND AMONG
GE LIFE AND ANNUITY ASSURANCE COMPANY
ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS,
XXXXX XXXXX VARIABLE TRUST
WHEREAS, GE LIFE AND ANNUITY ASSURANCE COMPANY on behalf of itself and its
separate accounts and XXXXX XXXXX VARIABLE TRUST have entered into a
Participation Agreement dated August 20, 2002, and amended May 1, 2003 (the
"Agreement");
WHEREAS, GE Life and Annuity Assurance Company has changed its name to Genworth
Life and Annuity Insurance Company (the "LIFE COMPANY"); and
WHEREAS, the parties wish to amend the Agreement to (i) reflect the LIFE
COMPANY's new name; (ii) restate a "Whereas" clause in the Agreement; (iii) add
new Section 4.7; and (iv) update Schedule A;
NOW, THEREFORE, the parties hereby agree as follows:
I. All references in the Agreement to GE Life and Annuity Assurance Company
shall be changed to Genworth Life and Annuity Insurance Company;
II. The sixth "Whereas" clause in the Agreement is replaced with the
following:
WHEREAS, LIFE COMPANY will be the issuer of certain variable annuity
contracts and variable life insurance policies (collectively, the
"Contracts"), which, if required by applicable law, will be registered
under the 1933 Act;
III. New Section 4.7, which is attached to this Amendment as Attachment 1, is
added to the Agreement; and
IV. Schedule A is replaced in its entirety with Amended and Restated Schedule
A, which is attached to this Amendment as Attachment 2.
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The Agreement, as supplemented by this Amendment, is ratified and confirmed
effective November 30, 2006.
GENWORTH LIFE AND ANNUITY
INSURANCE COMPANY,
on behalf of itself and its separate accounts
By:
---------------------------------
Xxxxxxxx X. Stiff
Senior Vice President
XXXXX XXXXX VARIABLE TRUST
on behalf of itself and its portfolios
By:
---------------------------------
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ATTACHMENT 1
4.7 Other Provisions
(a) Agreement to Provide Information. Pursuant to Rule 22c-2 under the 1940
Act, LIFE COMPANY agrees to provide a Portfolio or its designee promptly upon
written request, the taxpayer identification number (or in the case of non U.S.
shareholders or if the taxpayer identification number is unavailable the
international taxpayer identification number or other government issued
identifier) ("TIN") of any or all Shareholder(s) of the account and the amount,
date, and transaction type (purchase, redemption, transfer, or exchange) of
every purchase, redemption, transfer, or exchange of Shares held through an
account maintained by LIFE COMPANY during the period covered by the request.
(i) Period Covered by Request. Requests must set forth a specific period,
not to exceed ninety (90) days from the date of the request, for which
transaction information is sought. The Portfolio may request transaction
information older than ninety (90) days from the date of the request as it
deems necessary to investigate compliance with policies established by the
Portfolio for the purpose of eliminating or reducing any dilution of the
value of the outstanding Shares issued by the Portfolio.
(ii) Form and Timing of Response. LIFE COMPANY agrees to transmit the
requested information that is on its books and records to the Portfolio or
its designee promptly, but in any event not later than five (5) business
days, after receipt of a request. If requested by a Portfolio or its
designee, LIFE COMPANY agrees to use best efforts to determine promptly
whether any specific person about whom it has received the identification
and transaction information is itself a financial intermediary ("indirect
intermediary") and, upon further request of the Portfolio or its designee,
promptly either (i) provide or arrange to provide to the Portfolio the
requested information from Shareholders who hold an account with an indirect
intermediary or (ii) if directed by the Portfolio, block further purchases
of Shares from such indirect intermediary. In such instance, LIFE COMPANY
agrees to inform the Portfolio whether it plans to perform (i) or (ii).
Responses required by this paragraph must be communicated in writing and in
a format mutually agreed upon by the parties. To the extent practicable, the
format for any transaction information provided to the Portfolio should be
consistent with the NSCC Standardized Data Reporting Format. For purposes of
this provision, an "indirect intermediary" has the same meaning as in SEC
Rule 22c-2 under the Investment Company Act of 1940.
(iii) Limitations on Use of Information. The Portfolios agree not to use
the information received for marketing or any other similar purpose without
the prior written consent of the LIFE COMPANY.
(iv) In compliance with this Section 4.7(a), LIFE COMPANY shall not
undertake any activity that will cause it to violate any federal or state
law, rule or
regulation concerning the privacy of owners of the Contracts. This includes,
but is not limited to, the provision of Contract owner names or other
identifying information.
(b) Agreement to Restrict Trading. LIFE COMPANY agrees to execute written
instructions from the Portfolio to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by the Portfolio
as having engaged in transactions of the Portfolio's Shares (directly or
indirectly through the LIFE COMPANY's account) that violate policies
established by the Portfolio for the purpose of eliminating or reducing any
dilution of the value of the outstanding Shares issued by the Portfolio.
(i) Form of Instructions. Instructions must include the TIN, if known,
and the specific restriction(s) to be executed. If the TIN is not known, the
instructions must include an equivalent identifying number of the
Shareholder(s) or account(s) or other agreed upon information to which the
instruction relates.
(ii) Timing of Response. LIFE COMPANY agrees to execute instructions as
soon as reasonably practicable, but not later than five (5) business days
after receipt of the instructions by the LIFE COMPANY.
(iii) Confirmation by LIFE COMPANY. LIFE COMPANY must provide written
confirmation to the Portfolio that instructions have been executed. LIFE
COMPANY agrees to provide confirmation as soon as reasonably practicable,
but not later than ten (10) business days after the instructions have been
executed.
(c) For purposes of Section 4.7(a) and 4.7(b), the term "Shareholder" means
the beneficial owner of Shares, whether the Shares are held directly or by the
LIFE COMPANY or its Accounts.
(d) LIFE COMPANY has adopted, and will at all times during the term of the
Agreement maintain, reasonable and appropriate procedures ("Late Trading
Procedures") designed to ensure that any and all orders relating to the
purchase, sale or exchange of Shares communicated to the Portfolio to be
treated in accordance with the Agreement as having been received on a Business
Day have been received by the Valuation Time (the time as of which the
Portfolio calculates net asset value for the shares on the relevant Business
Day) on such Business Day and were not modified after the Valuation Time, and
that all orders received from Contract owners but not rescinded by the
Valuation Time were communicated to the Portfolio as received for that Business
Day.
(e) LIFE COMPANY has adopted, and will at all times during the term of the
Agreement maintain, reasonable and appropriate procedures ("Market Timing
Procedures") designed to minimize any adverse impact on other Portfolio
investors due to excessive trading.
(f) LIFE COMPANY is currently in compliance, and will remain in compliance,
with all applicable anti-money laundering laws, regulations, and requirements.
In addition, LIFE COMPANY has adopted and implemented policies and procedures
reasonably designed to achieve compliance with the applicable requirements
administered by the Office of Foreign Assets Control of the U.S. Department of
the Treasury.
(g) LIFE COMPANY is currently in compliance, and will remain in compliance,
with all applicable laws, rules and regulations relating to consumer privacy,
including, but not limited to, Regulation S-P.
ATTACHMENT 2
Amended and Restated Schedule A
Effective November 30, 2006
PORTFOLIOS AVAILABLE UNDER THE CONTRACTS
Xxxxx Xxxxx Variable Trust
Xxxxx Xxxxx Variable Trust - VT Floating-Rate Income Fund
Xxxxx Xxxxx Variable Trust - VT Worldwide Health Sciences Fund
SEPARATE ACCOUNTS UTILIZING THE TRUST
Genworth Life & Annuity VL Separate Account 1
Genworth Life & Annuity VA Separate Account 1
Genworth Life & Annuity VA Separate Account 2
Genworth Life & Annuity VA Separate Account 3
