AMENDMENT TO PARTICIPATION AGREEMENT
BY AND AMONG
GE LIFE AND ANNUITY ASSURANCE COMPANY
ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS,
MFS VARIABLE INSURANCE TRUST AND
MASSACHUSETTS FINANCIAL SERVICES COMPANY
WHEREAS, GE LIFE AND ANNUITY ASSURANCE COMPANY on behalf of itself and its
separate accounts, MFS VARIABLE INSURANCE TRUST and MASSACHUSETTS FINANCIAL
SERVICES COMPANY (together, the "Parties") have entered into a Participation
Agreement dated July 1, 2000 (the "Agreement");
WHEREAS, GE Life and Annuity Assurance Company has changed its name to Genworth
Life and Annuity Insurance Company; and
WHEREAS, the Parties wish to amend the Agreement to (i) reflect the new name of
one of the Parties; (ii) amend Sections 1.3 and 1.4; (iii) add new Section 4.10;
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. Section 1.3 of the Agreement is replaced in its entirety with the
following:
The Trust and MFS agree that the Shares will be sold only to insurance
companies which have entered into participation agreements with the
Trust and MFS (the "Participating Insurance Companies") and their
separate accounts, qualified pension and retirement plans, MFS or its
affiliates, and any other person or plan permitted to hold shares of
the Trust pursuant to Treasury Regulation 1.817-5 without impairing
the ability of the Company, on behalf of its separate accounts, to
consider the Shares as constituting investments of the separate
accounts for the purpose of satisfying the diversification
requirements of Section 817(h). The Trust and MFS will not sell Trust
shares to any insurance company or separate account unless an
agreement containing provisions substantially the same as Articles III
and VII of this Agreement is in effect to govern such sales. The
Company will not resell the Shares except to the Trust or its agents.
III. Section 1.4 of the Agreement is replaced in its entirety with the
following:
The Trust agrees to redeem for cash or, to the extent permitted by
applicable law, in-kind, on the Company's request, any full or
fractional
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Shares held by the Accounts (based on orders placed by Policy owners
prior to the close of regular trading on the NYSE on that Business
Day), executing such requests on a daily basis at the net asset value
next computed after receipt by the Trust or its designee of the
request for redemption. For purposes of this Section 1.4, the Company
shall be the designee of the Trust for receipt of requests for
redemption from Policy owners and receipt by such designee shall
constitute receipt by the Trust; provided that the Trust receives
notice of such request for redemption by 9:30 a.m. New York time on
the next following Business Day.
IV. New Section 4.10, which is attached to this Amendment as Attachment 1, is
added to the Agreement; and
V. 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 January 19, 2007.
GENWORTH LIFE AND ANNUITY
INSURANCE COMPANY,
on behalf of itself and its separate accounts
By:
-----------------------------------------
Xxxxxxx Xxxxxx
Vice President and Associate General Counsel
MFS VARIABLE INSURANCE TRUST
on behalf of itself and its portfolios
By:
-----------------------------------------
Xxxxx X. Xxxxxx
Assistant Secretary
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By:
-----------------------------------------
Xxxxxx X. Xxxxxxx
President
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ATTACHMENT 1
4.10 Other Provisions
(a) AGREEMENT TO PROVIDE INFORMATION. The Company agrees to provide a
Portfolio or its designee promptly upon written request, the taxpayer
identification number ("TIN"), Individual/International Taxpayer Identification
Number ("ITIN"), or other government-issued identifier ("GII"), if known, of any
or all Shareholder(s) of the account and the amount, date, name or other
identifier of any investment professional(s) associated with the Shareholder(s)
or account (if known), and transaction type (purchase, redemption, transfer, or
exchange) of every purchase, redemption, transfer, or exchange of Shares held
through an account maintained by the 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. A 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. The Company agrees to transmit the
requested information that is on its books and records to the Portfolio or
its designee promptly and in a secure manner, but in any event not later
than five (5) business days, after receipt of a request. If requested by a
Portfolio or its designee, the Company agrees to use best efforts to
determine promptly whether any specific person about whom it has received
the identification and transaction information specified in Section 4.10(a)
is itself a financial intermediary ("indirect intermediary") and, upon
further request of the Portfolio or its designee, promptly either (i)
provide (or arrange to have provided) the information set forth in Section
4.10 (a) for those Shareholders who hold an account with an indirect
intermediary or (ii) restrict or prohibit the indirect intermediary from
purchasing, in nominee name on behalf of other persons, Shares of the
Portfolio. In such instance, the 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 Company.
(b) AGREEMENT TO RESTRICT TRADING. The 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 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, ITIN, or
GII, if known, and the specific restriction(s) to be executed. If the TIN,
ITIN, or GII 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. The 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 Company.
(iii) CONFIRMATION BY THE COMPANY. The Company must provide written
confirmation to the Portfolio that instructions have been executed. The
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 4.10(a) and 4.10(b), the term "Shareholder"
means the beneficial owner of Shares, whether the Shares are held directly or by
the Life Company or its Accounts.
ATTACHMENT 2
Amended and Restated Schedule A
Effective January 19, 2007
ACCOUNTS, POLICIES AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT
NAME OF SEPARATE ACCOUNT AND
DATE ESTABLISHED BY BOARD OF
DIRECTORS POLICIES FUNDED BY SEPARATE ACCOUNT PORTFOLIOS APPLICABLE TO POLICIES*
-------------------------------------------------------------------------------------------------------------------
Genworth Life & Annuity VL Commonwealth 3 Life Insurance MFS Investors Growth Stock Series
Separate Account 1 Commonwealth 4 Life Insurance MFS Investors Trust Series
Commonwealth Variable Universal Life Insurance MFS New Discovery Series
(formerly GE Life & Annuity Commonwealth VL Flex Life Insurance MFS Total Return Series
Separate Account II) Estate Optimizer Life Insurance MFS Utilities Series
RetireReady Accumulator Life Insurance
(ESTABLISHED AUGUST 21, 1986) RetireReady Legacy Life Insurance
RetireReady Protection Plus Life Insurance
Genworth Life & Annuity VA Commonwealth Variable Annuity MFS Investors Growth Stock Series
Separate Account 1 Commonwealth Variable Annuity Plus MFS Investors Trust Series
Commonwealth Freedom Variable Annuity MFS New Discovery Series
(formerly GE Life & Annuity Foundation Variable Annuity MFS Strategic Income Series
Separate Account 4) RetireReady Choice Variable Annuity MFS Total Return Series
RetireReady Extra Variable Annuity MFS Utilities Series
(ESTABLISHED AUGUST 19, 1987) RetireReady Extra II Variable Annuity
RetireReady Freedom Variable Annuity
RetireReady Selections Variable Annuity
Genworth Life & Annuity VA Personal Income Design Variable Annuity MFS Investors Growth Stock Series
Separate Account 2 MFS Investors Trust Series
MFS Total Return Series
(formerly GE Life & Annuity MFS Utilities Series
Separate Account 7)
(ESTABLISHED JUNE 5, 2002)
Genworth Life & Annuity VA Variable Income Provider IVA MFS Investors Growth Stock Series
Separate Account 3 MFS Investors Trust Series
MFS Total Return Series
(ESTABLISHED JUNE 22, 2006) MFS Utilities Series
* All policies listed in this Schedule A invest in the Service Class Shares
of the Portfolios listed.
