Exhibit 4.3


 


Genworth Life and Annuity Insurance Company


 


Funding Agreement


 


POLICYHOLDER:  Genworth Global Funding
Trust 2008-35, its
successors and permitted assignees


 


POLICY NUMBER: GS-R6051


 


EFFECTIVE DATE: July 3,
2008


 


ISSUE STATE:  Virginia


 


Genworth
Life and Annuity Insurance Company (“GLAIC”) (which term includes its
successors and permitted assignees) and the Policyholder hereby agree to the
terms of this funding agreement (this “Policy”).  This Policy, including the attached
Accumulation Fund Schedule, and any amendments thereto, constitutes the entire
contract between GLAIC and the Policyholder.  
This Policy is delivered in the Issue State and governed by the laws of
that state.


 


In witness whereof, GLAIC
and the Policyholder have agreed to this Policy as of the Effective Date and
caused the same to be in full force and effect.


 


 


	
   /s/ Thomas E. Duffy

  	
   

  	
  /s/Pamela S. Schutz

  
	
  Secretary

  	
   

  	
  President

  



 


 


Genworth Life and Annuity
Insurance Company


6610 West Broad Street


Richmond, VA  23230


1-800-635-8056


 

















 


Table of Contents


 


Section 1 –
Accumulation Fund – Establishment and Operation


 


Section 2 – Payments
From the Accumulation Fund


 


Section 3 –
Termination of Agreement


 


Section 4 – General
Provisions


 


Section 5 –
Definitions


 

















 


SECTION 1 –
ACCUMULATION FUND – ESTABLISHMENT AND OPERATION


 


1.1                         POLICY PAYMENTS.  The Policyholder agrees to pay to GLAIC in
the currency specified in the Accumulation Fund Schedule (the “Specified
Currency”), and by wire transfer, the Net Deposit Amount on the Deposit
Date.  Regardless of the Effective Date
of the Policy or the Deposit Date specified in the Accumulation Fund Schedule,
this Policy shall become effective only upon the receipt by GLAIC, or its
designee, of the Net Deposit Amount.


 


1.2                         ESTABLISHMENT OF THE ACCUMULATION FUND.  Upon the receipt by GLAIC of the Net Deposit
Amount, GLAIC will establish an Accumulation Fund.  The Accumulation Fund is a general account
record that reflects the Fund Balance under this Policy.  GLAIC is neither a trustee nor a fiduciary
with respect to the Accumulation Fund. 
The Net Deposit Amount is allocated to GLAIC’s general account for
investment but all funds received under this Policy will become the exclusive
property of GLAIC without any duty or requirement for segregation or separate
investment.  The Fund Balance is not
affected by the investment results of the assets held in the general account.


 


1.3                         INTEREST ON THE ACCUMULATION FUND.  The Guaranteed Rate for the Accumulation Fund
is effective until the Fund Balance is paid in full to the Policyholder.  Interest is credited based upon the
methodology specified in the Accumulation Fund Schedule.


 


1.4                         VALUE OF THE ACCUMULATION FUND.  The Fund Balance on any given day equals the Deposit
Amount plus interest, if any, credited thereon at the Guaranteed Rate, less any
payments made under Section 2 of the Policy.


 


SECTION 2 – PAYMENTS
FROM THE ACCUMULATION FUND


 


2.1                         PERIODIC PAYMENTS.  GLAIC will pay the
Policyholder the amounts specified in the Accumulation Fund Schedule as
Periodic Payouts, including the Maturity Payout, on the dates specified (subject
to Section 4.7).  Such payment
amounts are adjusted to reflect any other payment payable under this Section of
the Policy.  The interest factor used in
making such adjustments is the Guaranteed Rate.


 


2.2                         OPTIONAL REPAYMENT.  If so indicated in
the Accumulation Fund Schedule, GLAIC shall pay to the Policyholder the amount
the Policyholder needs to redeem or repay any notes or other instruments issued
by the Policyholder and backed by this Policy, pursuant to any limited right of
redemption or repayment contained in such note or instrument.  GLAIC may require reasonable evidence that
the redemption or repayment request satisfies all the terms and conditions
described in the prospectus, prospectus supplement and/or pricing supplement
applicable to such note or other instrument. 
Additional restrictions, if any, on the Policyholder’s reimbursement
rights under this Section may be included in the Accumulation Fund
Schedule.


 


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2.3                         OPTIONAL REDEMPTION.  If so indicated in
the Accumulation Fund Schedule, GLAIC may elect
to pay the Policyholder all or any part of the Fund Balance on the Call Dates
specified in the Accumulation Fund Schedule. 
Unless otherwise provided in the Accumulation Fund Schedule, GLAIC will
give the Policyholder at least thirty-five (35) calendar days and no more than
seventy-five (75) calendar days notice of its intent to make such
pre-payment.  No adjustment will be made
to the amount of such payment, unless such adjustment is specifically provided
for in the Accumulation Fund Schedule.


 


2.4                         MATURITY PAYMENTS.  GLAIC shall pay the
Policyholder the Fund Balance on the Maturity Date.


 


2.5                         FORM OF PAYMENT.  All payments GLAIC
makes to the Policyholder will be made in the Specified Currency, by wire
transfer, unless otherwise agreed in writing by the parties hereto. Unless
otherwise stated in the Accumulation Fund Schedule, all payments GLAIC makes
will be net of any applicable withholding or deduction for or on account of any
present or future taxes, duties, levies, assessments or other governmental
charges of whatever nature imposed or levied by or on behalf of any
governmental authority having the power to tax. 
Unless otherwise specified in the Accumulation Fund Schedule, such net
payments fully satisfy GLAIC’s obligation to the Policyholder with respect to
the full amount due.


 


SECTION 3
– TERMINATION OF AGREEMENT


 


3.1                       AUTOMATIC TERMINATION/ACCELERATION.  This Policy
terminates with respect to the Accumulation Fund when the Fund Balance is zero
and GLAIC’s obligations hereunder shall automatically accelerate upon the
occurrence of an Event of Default described in Section 3.3(a).


 


3.2                       EARLY TERMINATION/ACCELERATION.  The Policyholder may
accelerate this Policy by giving GLAIC not less than two (2) Business Days’
written notice upon the occurrence of an Event of Default specified in Section 3.3
b., c. or d. below.  GLAIC may accelerate
this Policy, in whole but not in part, by giving the Policyholder not less than
forty-five (45) days’, but no more than seventy-five (75) days’, prior written
notice of the occurrence of a Tax Event as described in Section 3.4,
provided, however that this Policy shall not be terminated until the Fund Balance
has been paid to the Policyholder in full.


 


3.3                       EVENTS OF DEFAULT.  An Event of Default occurs if:


 


a.            GLAIC
is dissolved or a resolution is passed or proceeding is instituted for the
winding-up, liquidation or similar arrangement of GLAIC (other than pursuant to
a consolidation, amalgamation or merger);


 


b.           GLAIC
breaches any material obligation, representation or certification contained
herein, provided that there is no bona fide dispute as to whether such breach
has occurred and that such breach continues for fifteen (15) Business Days
following the Policyholder’s written notice to GLAIC of such breach;


 


2

















 


c.            GLAIC
fails to make any required Periodic Payout (other than the Maturity Payout)
described in the Accumulation Fund Schedule or any other payment described in
Sections 2.2 or 2.3 of this Policy or any other funding agreement GLAIC issues
in connection with the Program, and such failure continues for seven (7) Business
Days after the due date thereof;


 


d.              GLAIC
fails to make the Maturity Payout described in the Accumulation Fund Schedule
or in any other funding agreement GLAIC issues in connection with the Program
and such failure is continuing as of the end of the Business Day following the
due date thereof.


 


3.4                       TAX EVENT.  A “Tax Event” occurs
if GLAIC has received an opinion of independent legal counsel stating in effect
that there is more than an insubstantial risk that as a result of  any amendment to, or change (including any
announced prospective change) in, the laws (or regulations thereunder) of the
United States or any political subdivision or taxing authority thereof or
therein or any amendment to, or change in, an interpretation or application of
any such laws or regulations by any governmental authority in the United
States, which amendment or change is enacted, promulgated, issued or announced
on or after the Deposit Date, the Policyholder is or will be within ninety (90)
days of the date thereof, (1) subject to an entity level U.S. federal
income tax with respect to interest accrued or received on this Policy or (2) subject
to more than a de minimis amount of taxes, duties or other governmental
charges.


 


Notwithstanding anything to the
contrary in this Section 3, if GLAIC shall comply in all respects with the
requirements of this Section 3, but an event of default has occurred with
respect to the notes backed by the Policy and as a result payments with respect
to the notes have been accelerated, otherwise than by reason of any default under
this Policy by GLAIC, no Event of Default (as defined above) under this Policy
shall be deemed to have occurred, no payments with respect to this Policy shall
be accelerated and GLAIC will remain obligated to make payments under this
Policy as if no Event of Default had occurred with respect to the notes.


 


SECTION 4
– GENERAL PROVISIONS


 


4.1                         PAYMENT UPON TERMINATION.  Unless otherwise
specified in the Accumulation Fund Schedule, GLAIC shall pay the Policyholder
the Fund Balance on the Maturity Date. 
Such payment fully discharges GLAIC’s obligation to the Policyholder
under this Policy.


 


4.2                         DISCLAIMER OF RESPONSIBILITY.  GLAIC’s only liability
is as set out in this Policy, including the Accumulation Fund Schedule attached
hereto.  In performing its obligations
under this Policy, GLAIC is not acting as a fiduciary or agent for the
Policyholder or anyone else regardless of whether or not they are directly or
indirectly associated with the Policyholder.


 


4.3                         NOTICES.  All agreements, notices, directions, consents,
elections or other communication (“Notices”) required by this Policy must be in
writing, directed to the applicable address designated on the face page.  Any such Notices may be given by facsimile
transmission or other acceptable electronic means.  All Notices are effective when received.


 


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4.4                         AMENDMENTS.  This Policy may be
amended only by mutual written agreement between the parties hereto.


 


4.5                         CONFLICT.  To the extent that
there is a conflict in terms between the Policy and the Accumulation Fund
Schedule, the Accumulation Fund Schedule will control the conduct of the parties.


 


4.6                         TRANSFERABILITY/ASSIGNMENT.  This Policy and the
Accumulation Fund established pursuant to it may solely be sold, assigned,
transferred or pledged in accordance with, and for the purposes contemplated
by, the documents and agreements governing the establishment and operation of
the Program.  GLAIC will maintain a
record of ownership of this Policy on its books and records.


 


4.7                         PAYMENTS BY GLAIC.  When this Policy
provides that GLAIC will make a payment to the Policyholder, such payment shall
be made to the Policyholder or to the agent the Policyholder designates.  Unless otherwise specified in the
Accumulation Fund Schedule, if a payment date is not a Business Day, GLAIC will
pay such amount on the next Business Day.


 


4.8                         WAIVER BY GLAIC.  At the Policyholder’s
request, GLAIC may waive any terms, conditions or adjustments provided for in
this Policy.  Any such waiver is subject
to any limitations GLAIC specifies in making the waiver and does not require
GLAIC to grant similar future waivers to the Policyholder or anyone else.  A failure or delay in exercising a right
under this Policy does not waive GLAIC’s right or ability to assert such right
in the future.


 


4.9                         MUTUAL REPRESENTATIONS.  The parties mutually
represent and warrant, each to the other, that:


 


a.               This
Policy is its legal, valid and binding obligation, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditor’s rights, and subject, as to
enforceability, to general principals of equity, regardless of whether
enforcement is sought in proceeding in equity or law;


 


b.              It
has the power to enter into this Policy and to consummate the transactions
contemplated hereby;


 


c.               All
information provided in connection with this Policy is, to the best of its
knowledge and belief, true, correct and complete;


 


d.              The
execution and the delivery of this Policy and the performance of obligations
hereunder do not and will not constitute or result in a default, breach or
violation, of the terms or provisions of its certificate, articles or charter
of incorporation, declaration of trust, by-laws or any agreement, instrument,
mortgage, judgment, injunction or order applicable to it or any of its
property.


 


4

















 


4.10                  TAX PROVISIONS.  The Policyholder and
each transferee and assignee of this Policy, to the extent required by law,
agree to provide GLAIC with any properly completed tax forms that are needed
for GLAIC to satisfy its tax reporting obligations with respect to amounts held
under this Policy.  This Policy is
intended to be ignored for U.S. federal, state and local income and franchise tax
purposes. To the extent it cannot be ignored, GLAIC and the Policyholder and
each transferee and assignee of this Policy agree to treat this Policy as GLAIC’s
debt obligation for U.S. federal, state and local income and franchise tax
purposes.


 


SECTION 5
– DEFINITIONS


 


5.1        POLICY DEFINITIONS.  The following terms have the meanings
indicated:


 


“Accumulation
Fund” is the accounting record GLAIC will establish under
this Policy as described in Section 1.2.


 


“Accumulation
Fund Schedule” is attached to this Policy and establishes the
terms of the Accumulation Fund.


 


“Business
Day” is any day, other than Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close, or are otherwise
closed, in each Business Day City specified in the Accumulation Fund Schedule.


 


“Call
Date” is the day or days prior to the Stated Maturity Date,
if any, specified in the Accumulation Fund Schedule attached to this Policy, on
which GLAIC may elect to pay the Policyholder all or any part of the Fund
Balance.  If no Call Date is indicated in
an Accumulation Fund Schedule, GLAIC will pay to the Policyholder the Fund
Balance prior to the Stated Maturity Date only to the extent provided in Section 3.2.


 


“Deposit
Amount” is the amount GLAIC credits to the Accumulation Fund
on the Deposit Date as set forth in the Accumulation Fund Schedule.


 


“Deposit
Date” is the date, specified in the Accumulation Fund Schedule,
on which GLAIC receives the Net Deposit Amount.


 


“Event
of Default” has the meaning described in Section 3.3.


 


“Fund
Balance” is the value of the Accumulation Fund, determined
pursuant to Section 1.4.


 


“Guaranteed
Rate” is the interest rate, if any, applied to the
Accumulation Fund, as stated in the Accumulation Fund Schedule.


 


“Indenture”
is that certain indenture agreement, made between the Policyholder and the
Indenture Trustee related to the notes to be supported by this Policy as such
agreement may be amended, supplemented or replaced from time to time.


 


5

















 


“Indenture
Trustee” is the party specified as trustee under the
Indenture, or its successor.


 


“Maturity
Date” is the earlier of (i) the Stated Maturity Date and
(ii) each date on which the Fund Balance is payable in full to the
Policyholder pursuant to an Event of Default, Optional Repayment, Optional
Redemption or otherwise.  Unless
otherwise indicated in the Accumulation Fund Schedule, if any of the foregoing
dates is not a Business Day, the Maturity Date is the next following Business
Day.  Interest accrues during such delay
only if specified in the Accumulation Fund Schedule.


 


“Net
Deposit Amount” is the amount GLAIC receives from the
Policyholder on the Deposit Date as set forth in the Accumulation Fund
Schedule.


 


“Program”
is the Genworth Global Funding program, as described in the prospectus relating
thereto, including the applicable prospectus supplement or pricing supplement
or in any amendment thereto.


 


“Stated
Maturity Date” is the date, as set forth on the Accumulation
Fund Schedule, when the Fund Balance is originally due and payable to the
Policyholder.


 


“Tax
Event” has the meaning described in Section 3.4.


 


5.2                   OTHER DEFINITIONS.  Other capitalized terms appearing in this
Policy have the meanings indicated on the Policy’s face page or in the
Accumulation Fund Schedule.


 


6

















 


GLAIC


Accumulation
Fund Schedule – Fixed Rate


 


Policy
Number: GS-R6051


 


	
  Deposit
  Date:

  	
   

  	
  July 3, 2008 or
  the date the deposit is actually received by GLAIC

  
	
   

  	
   

  	
   

  
	
  Specified
  Currency:

  	
   

  	
  United
  States Dollars

  
	
   

  	
   

  	
   

  
	
  Deposit
  Amount:

  	
   

  	
  $6,005,000.00

  
	
   

  	
   

  	
   

  
	
  Net
  Deposit Amount:

  	
   

  	
  $5,914,925.00

  
	
   

  	
   

  	
   

  
	
  Stated
  Maturity Date:

  	
   

  	
  July 15, 2018

  
	
   

  	
   

  	
   

  
	
  Guaranteed
  Rate:

  	
   

  	
  6.25%

  
	
   

  	
   

  	
   

  
	
  Crediting
  Period:

  	
   

  	
  The
  first Crediting Period shall be a long period commencing on the Deposit Date
  to but excluding January 15, 2009. Each subsequent Crediting Period
  shall be the semi-annual period occurring between the 15th of each
  January and July thereafter. The final Crediting Period will be the
  period from and including January 15, 2018, to but excluding
  July 15, 2018.

  
	
   

  	
   

  	
   

  
	
  Interest
  Crediting:

  	
   

  	
  Interest is credited
  based upon a 30/360 basis, applied to
  the Fund Balance each day.

  
	
   

  	
   

  	
   

  
	
  Periodic
  Payouts:

  	
   

  	
  On
  the 15th of each January and July,
  GLAIC will pay the Policyholder all accrued and unpaid interest (if such date
  is not a Business Day, the Periodic Payout will be made on the next following
  Business Day, and in such cases the amount of interest shall not be adjusted
  for non-Business Days) (each, an “Interest Payment Date”); provided, however, that
  the final Periodic Payout shall be on the Maturity Date, on which date all
  accrued and unpaid interest will be paid.

  
	
   

  	
   

  	
   

  
	
  Optional
  Repayment:

  	
   

  	
  Optional
  Repayments under Section 2.2 of the Policy may be made solely with
  respect to the “Survivor’s Option” described in Pricing Supplement No. 040
  dated June 23, 2008 to the Prospectus Supplement dated December 9,
  2005 related to the Program.

  
	
   

  	
   

  	
   

  
	
  Call
  Terms:

  	
   

  	
  Under
  Section 2.3 of the Policy, GLAIC may elect to pay the Policyholder all of the
  Fund Balance on July 15, 2010, or as of any date thereafter when a Periodic
  Payout is due (the “Call Dates”).

  
	
   

  	
   

  	
   

  
	
  Maturity
  Payout:

  	
   

  	
  On
  the Maturity Date, GLAIC will pay to the Policyholder the Fund Balance. If
  such date is not a Business Day, the Maturity Payout will be made on the next
  following Business Day; provided, however, that interest shall not accrue beyond the
  Maturity Date.

  



 

















 


	
  Business
  Day City(s):

  	
   

  	
  New York, New York

  
	
   

  	
   

  	
   

  
	
  Other
  Terms:

  	
   

  	
  None

  



 


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The calculation of the Guaranteed Rate and all
other payment terms of this Policy will be determined in the manner described
in the “Description of the Notes” section in the Prospectus Supplement.


 


*********************


 


	
  GENWORTH LIFE AND
  ANNUITY

  	
  GENWORTH GLOBAL FUNDING
  TRUST 2008-35

  
	
  INSURANCE
  COMPANY

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
    /s/ Pamela
  C. Asbury

  	
   

  	
  By*: 

  	
    /s/
  Patricia M. Child

  
	
   

  	
  Pamela C. Asbury

  	
   

  	
   

  	
  Patricia M. Child

  
	
   

  	
   

  	
   

  
	
  Official Title: 

  	
  Vice President

  	
   

  	
  Official Title: 

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  July 1,
  2008

  	
   

  	
  Date:

  	
  July 1,
  2008

  
											



 






* It is expressly
understood and agreed that (a) this Policy is executed and delivered by
U.S. Bank National Association (“USB”) not individually or personally, but
solely as Trustee of the Genworth Global Funding Trust 2008-35 in the exercise
of powers and authority conferred and vested in it (b) each of the
representations, undertakings and agreements herein made on the part of the
Trust is made and intended not as personal representations, undertakings and
agreements by USB but is made and intended for the purpose of binding only the
Trust, (c) nothing herein contained shall be construed as creating any
liability on USB individually or personally, to perform any covenant either
express or implied contained herein, all such liability, if any being expressly
waived by the parties hereto and by any person claiming by, through or under
the parties hereto and (d) under no circumstances shall USB be personally
liable for the payment of any indebtedness or expenses of the Trust or be
liable for the breach or failure of any obligation, representation, warrant or
covenant made or undertaken by the Trust under this Policy or any other related
documents.


 


*********************