0001193125-07-091443 Sample Contracts

PARTICIPATION AGREEMENT By and Among GENWORTH LIFE AND ANNUITY INSURANCE COMPANY And GE INVESTMENTS FUNDS, INC. And GE INVESTMENT DISTRIBUTORS, INC. And GE ASSET MANAGEMENT INCORPORATED
Participation Agreement • April 26th, 2007 • Ge Investment Funds Inc • Virginia

THIS PARTICIPATION AGREEMENT (this “Agreement”), made and entered into this 1st day of May, 2006, by and among GENWORTH LIFE AND ANNUITY INSURANCE COMPANY, organized under the laws of the Commonwealth of Virginia (the “Company”), on its own behalf and on behalf of each segregated asset account of the Company named in Schedule 1 (Registered Accounts) and Schedule 2 (Unregistered Accounts) to this Agreement as may be amended from time to time (each account individually referred to as an “Account” and collectively referred to as the “Accounts”), GE INVESTMENTS FUNDS, INC., an open-end management investment company organized under the laws of the Commonwealth of Virginia (the “Fund”) on its own behalf and on behalf of the Portfolios named in Schedule 3 (Portfolios) to this Agreement (each portfolio individually referred to as a “Portfolio” and collectively referred to as the “Portfolios”); GE INVESTMENT DISTRIBUTORS, INC., a corporation organized under the laws of the State of Delaware (th

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INVESTOR SERVICES AGREEMENT CLASS 1 SHARES
Investor Services Agreement • April 26th, 2007 • Ge Investment Funds Inc • Virginia

GE Investments Funds, Inc. (the “Company”) and each life insurance company listed on Schedule A hereof (each, an “Insurer;” together, the “Insurers”) mutually agree to the arrangements set forth in this agreement (the “Agreement”) made and entered into this 2nd day of August, 2006 for the period beginning May 1, 2006.

EXPENSE LIMITATION AGREEMENT May 1, 2006
Expense Limitation Agreement • April 26th, 2007 • Ge Investment Funds Inc • New York

This Expense Limitation Agreement (this “Agreement”) is by and between GE Asset Management Incorporated (“GEAM”) and GE Investments Funds, Inc. (the “Company”), on behalf of the Total Return Fund (the “Fund”).

AMENDMENT NO. 1 TO INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT GE INVESTMENTS FUNDS, INC. REAL ESTATE SECURITIES FUND GE ASSET MANAGEMENT INCORPORATED (formerly known as GE INVESTMENT MANAGEMENT INCORPORATED)
Investment Advisory and Administration Agreement • April 26th, 2007 • Ge Investment Funds Inc

This Amendment No. 1 amends the Investment Advisory and Administration Agreement by and between GE Asset Management Incorporated (formerly known as GE Investment Management Incorporated) and GE Investments Funds, Inc., on behalf of its Real Estate Securities Fund, dated May 1, 1997 (the “Agreement”), as follows:

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