Exhibit (h)(vii)(e) FIFTH AMENDMENT TO PARTICIPATION AGREEMENT
Exhibit (h)(vii)(e)
FIFTH AMENDMENT TO
This Amendment (the “Amendment”) to the Participation Agreement, dated as of May I, 2002, as amended from time to time (the “Agreement”), by and among The Guardian Insurance & Annuity Company, Inc. (“GIAC”), Guardian Investor Services LLC(“GIS”), AllianceBemstein L.P. (“Adviser”), and AllianceBemstein Investments, Inc. (“Distributor”), is hereby entered into as of March 31, 2015 (the “Effective Date”).
WHEREAS, GIS has entered into the Agreement by and among GIAC, GIS, Adviser and Distributor; and
WHEREAS, on the Effective Date, GIS will voluntarily terminate its status as a registered broker-dealer and, as a result, shall no longer act as distributor of the Contracts (as defined in the Agreement) under the Agreement; and
WHEREAS, on the Effective Date, Park Avenue Securities LLC, a registered broker- dealer and wholly-owned subsidiary of GIAC (“PAS”), shall become the distributor of the Contracts; and
WHEREAS, on the Effective Date, GIS will assign its rights and delegate its obligations under the Agreement to PAS pursuant to an Assignment and Assumption Agreement by and between GIS and PAS dated as of the Effective Date.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree that:
| I. | Effective as of the Effective Date, all references to Guardian Investor Services LLC in the Agreement shall be deleted and replaced by Park Avenue Securities LLC; and |
| 2. | All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. |
IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the date first above written.
| ALLIANCE XXXXXXXXX X.X. | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Assistant Secretary | ||
| ALLIANCEBERNSTEIN INVESTMENTS, INC. | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx | ||
| Title: Assistant Vice President | ||
| THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: President | ||
| GUARDIAN INVESTOR SERVICES LLC | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: President | ||
| PARK AVENUE SECURITIES LLC | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Chair, Board of Managers | ||
