GENWORTH VARIABLE INSURANCE TRUST FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
EX-23.h.2.a
FIRST
AMENDMENT TO THE
THIS FIRST AMENDMENT effective
as of December 8, 2009 to the Transfer Agent Servicing Agreement
dated as of August 22, 2008 (the “Agreement”), is entered into by and between
GENWORTH VARIABLE INSURANCE
TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES,
LLC, a Wisconsin limited liability company ("USBFS").
RECITALS
WHEREAS, the parties have
entered into the Agreement; and
WHEREAS, the parties desire to
amend the Agreement to add funds, add related fees and extend the length of the
Agreement; and
WHEREAS, Section 13 of the
Agreement allows for its amendment by a written instrument executed by both
parties.
NOW, THEREFORE, the parties
agree as follows:
Exhibit A
is hereby superseded and replaced with Exhibit A attached hereto.
Exhibit E
is hereby superseded and replaced with Exhibit E attached hereto.
Section 13 is superseded and replaced
with the following:
13. Term
of Agreement; Amendment
This
Agreement shall become effective as of December 8, 2009 and will continue in
effect through December 31, 2012. This Agreement may be terminated by
either party upon giving 90 days prior written notice to the other party or such
shorter period as is mutually agreed upon by the parties.
Notwithstanding
the foregoing, this Agreement may be terminated by any party upon the breach of
the other party of any material term of this Agreement if such breach is not
cured within 15 days of notice of such breach to the breaching
party.
This
Agreement may not be amended or modified in any manner except by written
agreement executed by USBFS and the Trust and authorized or approved by the
Board of Trustees. The provisions of this Section 13 shall also apply
to Exhibit C,
Exhibit D and
Exhibit
E.
Section
15., Early Termination, shall be deleted from the Agreement.
Except to
the extent amended hereby, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the
parties hereto have caused this First Amendment to be executed by a duly
authorized officer on one or more counterparts as of the date and year first
written above.
GENWORTH
VARIABLE INSURANCE
TRUST U.S.
BANCORP FUND SERVICES, LLC
By:
______________________________
By: _______________________________
Name:____________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:____________________________
Title: Executive Vice President
Exhibit
A to the Transfer Agent Servicing Agreement
Fund
Names
Separate
Series of Genworth Variable Insurance Trust
Name of
Series
Original
Funds:
Genworth
Calamos Growth Fund
Genworth
Columbia Mid Cap Value Fund
Genworth
▇▇▇▇▇ NY Venture Fund
Genworth
▇▇▇▇▇ ▇▇▇▇▇ Large Cap Value Fund
Genworth
▇▇▇▇ ▇▇▇▇▇ ClearBridge Aggressive Growth Fund
Genworth
PIMCO StocksPLUS Fund
Genworth
▇▇▇▇▇▇ International Capital Opportunities Fund
Genworth
▇▇▇▇▇▇▇▇▇ International Value Fund
Genworth
▇▇▇▇▇▇▇ Sachs Enhanced Core Bond Index Fund
Fund of
Funds:
Genworth
40/60 Index Allocation Fund – on or after December 8, 2009
Genworth
60/40 Index Allocation Fund - on or after December 8, 2009
Genworth
Moderate Allocation Fund - on or after December 8, 2009
Genworth
Growth Allocation Fund - on or after December 8, 2009
Genworth
Enhanced Small Cap Index Fund - on or after December 8, 2009
Genworth
Enhanced International Index Fund - on or after December 8,
2009
Exhibit
E to the Transfer Agent Servicing Agreement
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Genworth
Variable Insurance Trust – Fee Schedule effective at December 8, 2009
(includes 9 original funds and 6 fund of funds – Exhibit
A)
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Shareholder
Account Fee (Subject to Minimum)
No-Load -
$15.00 per account
Load
Fund - $16.00 per account
Money
Market - $21.00 per account
The
per account fees will be charged monthly from inception.
¨
Annual
Minimum*
$6,000
per fund with one class
*Minimum
annual fee of $6,000 per fund is waived for the 9 original funds (Exhibit
A) during the first 6 months of operations. After the first 6
months, the following tiered minimum annual fee schedule applies during
months 7 through 12 of operations:
15%
of minimum annual fee in month 7
30%
of minimum annual fee in month 8
45%
of minimum annual fee in month 9
60%
of minimum annual fee in month 10
75%
of minimum annual fee in month 11
90%
of minimum annual fee in month 12
100%
of minimum annual fee in month 13 and beyond
*Minimum
annual fee of $6,000 per fund is waived for the 6 fund of funds (Exhibit
A) during the first 6 months of operations. After the first 6
months, the following tiered minimum annual fee schedule applies during
months 7 through 12 of operations:
15%
of minimum annual fee in month 7
30%
of minimum annual fee in month 8
45%
of minimum annual fee in month 9
60%
of minimum annual fee in month 10
75%
of minimum annual fee in month 11
90%
of minimum annual fee in month 12
100%
of minimum annual fee in month 13 and beyond
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Multiple
Class Fee for the 9 original funds and 6 fund of funds only -
$6,000 annually per additional class within the same fund (waived during
the first 6 months of operations).
Activity
Charges:
Telephone
Call - $1.00 per call
Draft
Check Processing - $1.00 per draft
Daily
Valuation Trades - $6.75 per trade
ACH
Shareholder Services:
$125.00
per month per fund group
$0.50
per ACH item, setup and/or change
$5.00
per correction, reversal, return item
Implementation
Charges:
First
CUSIP: $6,000 /fund group (waived)
Subsequent
CUSIPs: $1,500 /each additional CUSIP (waived)
Plus
out-of-pocket expenses, including, but not limited to:
¨Telephone –
toll-free lines
¨Postage
¨Stationery,
Envelopes
¨Programming,
Special Reports
¨Insurance
¨Record
Retention
¨Microfilm/fiche
of records
¨Proxies, Proxy
Services
¨ACH
fees
¨NSCC
charges
¨All other
out-of-pocket expenses
Extraordinary
services - quoted separately
File
Transfer - $160 per month plus $0.01/record
Fees
and out-of-pocket expenses are billed monthly.
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