GENWORTH VARIABLE INSURANCE TRUST FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
EX-23.h.3.a
FIRST
AMENDMENT TO THE
THIS FIRST AMENDMENT effective
as of December 8, 2009 to the Fund Accounting 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 15 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is hereby superseded and replaced with Exhibit A attached hereto.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 B
is hereby superseded and replaced with Exhibit B attached hereto.
Section 15 is superseded and replaced
with the following:
15. Term
of Agreement; Amendment
This
Agreement shall become effective as of December 8, 2009 and shall continue
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.
Section
17., 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: Xxxxxxx X. XxXxx
Title:____________________________
Title: Executive Vice President
Exhibit
A to the Fund Accounting 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
Xxxxx NY Venture Fund
Genworth
Xxxxx Xxxxx Large Cap Value Fund
Genworth
Xxxx Xxxxx ClearBridge Aggressive Growth Fund
Genworth
PIMCO StocksPLUS Fund
Genworth
Xxxxxx International Capital Opportunities Fund
Genworth
Xxxxxxxxx International Value Fund
Genworth
Xxxxxxx 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
B to the Fund Accounting Servicing Agreement
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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Annual
fee based upon assets in the fund family:
¨1.25 basis
points on the first $2 billion
¨0.75 basis
points on the next $2 billion
¨0.50 basis
points on the balance
Minimum
annual fee*: $281,250 for the aggregate of the 9 original funds
(Exhibit A)
Minimum
annual fee**: $150,000 for the aggregate of the 6 fund of funds (Exhibit
A)
¨
The
monthly fee that is charged is the greater of the fee based upon assets or
the minimum fee.
*
The fee based upon assets as defined above in this fee schedule will be
applicable monthly from inception. However, the minimum annual
fee of $281,250 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 the minimum annual fee in month 7
30%
of the minimum annual fee in month 8
45%
of the minimum annual fee in month 9
60%
of the minimum annual fee in month 10
75%
of the minimum annual fee in month 11
90%
of the minimum annual fee in month 12
100%
of minimum annual fee in month 13 and beyond
**
The fee based upon assets as defined above in this fee schedule will be
applicable monthly from inception. However, the minimum annual
fee of $150,000 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 the minimum annual fee in month 7
30%
of the minimum annual fee in month 8
45%
of the minimum annual fee in month 9
60%
of the minimum annual fee in month 10
75%
of the minimum annual fee in month 11
90%
of the minimum annual fee in month 12
100%
of minimum annual fee in month 13 and beyond
.
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Multiple
Class Fee - $7,000 annually for each new class beyond the first class
(waived during the first 6 months of operations).
FEE
SCHEDULE MAY ADJUST FOR THE FOLLOWING ITEMS:
¨-Addition of
multiple sub-advisors to a portfolio
¨
¨-Use of
secondary and/or alternate pricing service
¨
¨-Addition of a
multi-class structure to the fund family or to a single fund in the fund
family
Extraordinary
services - quoted separately
Conversion
estimate - one month’s fee (if necessary)
Pricing
service fees are waived during the first year of operations for the 9
original funds (Exhibit A).
Pricing
service fees are waived during the first year of operations for the 6 fund
of funds (Exhibit A).
Pricing
service fees are as follows:
$0.15 Domestic
and Canadian Equities
$0.15 Options
$0.50 Corp/Gov/Agency
Bonds
$0.80 CMO's
$0.50 International
Equities and Bonds
$0.80 Municipal
Bonds
$0.80 Money
Market Instruments
$125
Per fund per month - Mutual Funds
Factor
Services (BondBuyer)
¨Per CMO -
$1.50/month
¨Per Mortgage
Backed - $0.25/month
¨Minimum -
$300/month
All
fees are billed monthly plus out-of-pocket expenses, including pricing
service fees.
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