AMENDMENT TO MARKETING AND ADMINISTRATIVE SERVICES AGREEMENT
Exhibit e.5.a
AMENDMENT
TO MARKETING AND ADMINISTRATIVE SERVICES AGREEMENT
This Amendment is entered into as of October 1, 2021, by and between The Guardian Insurance & Annuity Company, Inc. ("Firm") and VP Distributors, LLC (“Distributor”).
WHEREAS, Firm and Distributor have entered into a Marketing and Administrative Services Agreement effective as of May 23, 2013 (the “Agreement”) which, as of the date hereof, remains in full force and effect; and
WHEREAS, pursuant to the Agreement Firm provides marketing of certain funds distributed by the Company (the “Portfolios”) and certain administrative and recordkeeping services (collectively, the “Services”) to the owners of certain variable annuity contracts and/or variable life insurance policies issued by Firm in connection with their allocations to the Portfolios; and
WHEREAS, Distributor anticipates becoming the distributor for The Merger Fund VL (“TMFVL”), effective on a future date; and
WHEREAS, the parties desire to update the Agreement to include TMFVL and fees applicable to Firm providing the Services with respect to allocations to TMFVL, effective upon the date on which 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, Schedule A to the Agreement shall be replaced in its entirety with the Exhibit A attached hereto.
2. The notice address for Distributor is hereby changed to Xxx Xxxxxxxxx Xxxxx, 00xx Xxxxx, Xxxxxxxx, XX 00000, Attn.: Counsel. The notice address for the Firm is hereby changed to 00 Xxxxxx Xxxxx, Xxx Xxxx, XX 00000, Attn.: Counsel.
3. In all other respects, the Agreement shall remain unchanged and in full force and effect.
4. This Amendment 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.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned have executed this Amendment 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: | VP, Mutual Fund Services | |
SCHEDULE A
| Portfolio | Class | Fee |
| Xxxxxx Xxxx & Xxxxxx Real Estate Securities Series | A | 25 bps |
| The Merger Fund VL | I | 40 bps |
