0001421877-09-000317 Sample Contracts

GENWORTH VARIABLE INSURANCE TRUST SUB-ADVISORY AGREEMENT
Genworth Variable Insurance Trust • December 7th, 2009 • Genworth Variable Insurance Trust • Delaware

AGREEMENT made as of the _____day of December, 2009, by and between Genworth Financial Wealth Management, Inc., a California corporation (the “Advisor”), and Goldman Sachs Asset Management, L.P., a Delaware limited partnership (the “Sub-Advisor”).

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Administrative Services Agreement • December 7th, 2009 • Genworth Variable Insurance Trust • Virginia
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GENWORTH VARIABLE INSURANCE TRUST FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • December 7th, 2009 • Genworth Variable Insurance Trust

THIS FIRST AMENDMENT effective as of December 8, 2009 to the Fund Administration 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").

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FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT BETWEEN GENWORTH VARIABLE INSURANCE TRUST AND CAPITAL BROKERAGE CORPORATION
Distribution Agreement • December 7th, 2009 • Genworth Variable Insurance Trust

THIS FIRST AMENDMENT, effective December 8, 2009, to the Distribution Agreement dated July 31, 2008 (the “Agreement”) is made and entered into by and between GENWORTH VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of its separate series of shares, and CAPITAL BROKERAGE CORPORATION, a Washington corporation (the “Distributor”).

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GENWORTH VARIABLE INSURANCE TRUST FIRST AMENDMENT TO THE SUB-DISTRIBUTION AGREEMENT
Sub-Distribution Agreement • December 7th, 2009 • Genworth Variable Insurance Trust

THIS FIRST AMENDMENT, effective December 8, 2009, to the Sub-Distribution Agreement dated September 1, 2008 (the “Agreement”) is made and entered into by and among GENWORTH VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of its separate series of shares, and CAPITAL BROKERAGE CORPORATION, a Washington corporation (the “Distributor”), and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Sub-Distributor”).

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GENWORTH VARIABLE INSURANCE TRUST FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 7th, 2009 • Genworth Variable Insurance Trust

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").

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GENWORTH VARIABLE INSURANCE TRUST FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • December 7th, 2009 • Genworth Variable Insurance Trust

THIS FIRST AMENDMENT effective as of December 8, 2009, to the Custody 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. BANK, N.A., a national banking association (the “Custodian”).

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Amendment to the Investment Advisory Agreement between Genworth Variable Insurance Trust and Genworth Financial Wealth Management, Inc.
Investment Advisory Agreement • December 7th, 2009 • Genworth Variable Insurance Trust

This amendment to the Investment Advisory Agreement dated August 15, 2008 (the “Agreement”) is made and entered into by and between Genworth Variable Insurance Trust, a Delaware statutory trust (the “Trust”), and Genworth Financial Wealth Management, Inc., a California corporation (the “Advisor”).

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GENWORTH VARIABLE INSURANCE TRUST FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Accounting Servicing Agreement • December 7th, 2009 • Genworth Variable Insurance Trust

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").

Sample 1
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