AMENDMENT NO. 6

                             PARTICIPATION AGREEMENT

     The Participation Agreement (the "Agreement"), dated as of July 2, 1998, by
and among AIM Variable Insurance Funds, a Delaware trust ("AVIF"), A I M
Distributors, Inc., a Delaware corporation ("AIM"), The Guardian Insurance and
Annuity Company, a Delaware life insurance company ("Guardian") and Guardian
Investor Services LLC, a New York corporation, is hereby amended as follows:

     The following is added under: "SECTION 2 PROCESSING AND TRANSACTIONS"
before SECTION 2.1(A):

          "Notwithstanding the provisions of paragraph (b) of this Section 2.1,
     the Parties agree to communicate, process and settle purchase and
     redemption transactions for Shares (collectively, "Share transactions") via
     the Fund/SERV and Networking systems of the National Securities Clearing
     Corporation (hereinafter, "NSCC"). Guardian and AVIF each represents and
     warrants that it: (a) has entered into an agreement with NSCC, (b) has met
     and will continue to meet all of the requirements to participate in
     Fund/SERV and Networking, and (c) intends to remain at all times in
     compliance with the then current rules and procedures of NSCC, all to the
     extent necessary or appropriate to facilitate such communications,
     processing, and settlement of Share transactions. AVIF agrees to provide
     Guardian with account positions and activity data relating to Share
     transactions via Networking. Guardian shall place trades with NSCC using
     Defined Contribution Clearance & Settlement (hereinafter, "DCC&S")
     indicators, no later than 8:00 a.m. Central Time, and Guardian shall pay
     for Shares by the scheduled close of federal funds transmissions on the
     same Business Day on which it places an order to purchase Shares in
     accordance with this section. Payment shall be in federal funds transmitted
     by wire from the designated NSCC Settling Bank (on behalf of Guardian).

          For purposes of this Agreement, "Fund/SERV" shall mean NSCC's system
     for automated, centralized processing of mutual fund purchase and
     redemption orders, settlement, and account registration; "Networking" shall
     mean NSCC's (Level Zero) system that allows mutual funds and life insurance
     companies to exchange account level information electronically; "DCC&S"
     shall refer to an NSCC program that facilitates the automated processing
     and reporting of defined contribution transactions among asset managers,
     plan trustees, and plan administrators, including third-party
     administrators; and "Settling Bank" shall mean the entity appointed by AVIF
     to perform such settlement services on behalf of AVIF, which agrees to
     abide by NSCC's then current rules and procedures insofar as they relate to
     same day funds settlement. In all cases, processing and settlement of Share
     transactions shall be done in a manner consistent with applicable law.

          In the event that any Party is prohibited from communicating,
     processing or settling Share transactions via Fund/SERV or Networking, such
     Party shall notify the


                                                                               1



     other Parties by 9:00 a.m. Central Time. After all Parties have been
     notified, the provisions of paragraphs (b) and (c) of this Section 2.1
     shall apply."

     All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect. Unless otherwise specified, all defined terms
shall have the same meaning given to them in the Agreement.

Effective Date: July 1, 2008

                                        AIM VARIABLE INSURANCE FUNDS


Attest: /s/ P. Michelle Grace           By: /s/ Carolyn L. Gibbs
        -----------------------------       -----------------------------------
Name: P. Michelle Grace                 Name: Carolyn L. Gibbs
Title: Assistant Secretary              Title: Assistant Vice President


                                        A I M DISTRIBUTORS, INC.


Attest: /s/ P. Michelle Grace           By: /s/ John S. Cooper
        -----------------------------       -----------------------------------
Name: P. Michelle Grace                 Name: John S. Cooper
Title: Assistant Secretary              Title: President


                                        THE GUARDIAN INSURANCE & ANNUITY
                                        COMPANY


Attest: /s/ Richard T. Potter, Jr.      By: /s/ John H. Walter
        -----------------------------       -----------------------------------
Name: Richard T. Potter, Jr.            Name: John H. Walter
Title: Senior Vice President &          Title: VP & Controller
       Counsel


                                        THE GUARDIAN INVESTOR SERVICES
                                        CORPORATION


Attest: /s/ Richard T. Potter, Jr.      By: /s/ John H. Walter
        -----------------------------       -----------------------------------
Name: Richard T. Potter, Jr.            Name: John H. Walter
Title: Senior Vice President &          Title: SVP - Equity Finanical Management
       Counsel                                 & Control


                                                                               2