EXHIBIT 10
Administration Services
Agreement
ADMINISTRATION SERVICES AGREEMENT
between
First Great-West Life & Annuity Insurance Company
and
Great-West Life & Annuity Insurance Company
AGREEMENT made as of the 15th day of May, 1997 by and between First
Great-West
Life & Annuity Insurance Company ("FGWL"), a New York
corporation, with
principal offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and
Great-West Life &
Annuity Insurance Company ("GWL&A"), a Colorado corporation,
with principal
offices at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, FGWL desires GWL&A to perform on its behalf, certain
corporate support
services, investment services, marketing administrative services and
other back
office administrative services with respect to FGWL's insurance
business and
operations (collectively called "services"); and further FGWL
desires to make
use of certain property, equipment, personnel and facilities
(collectively
called "facilities") of GWL&A in the day-to-day operations of
FGWL, to the
extent requested from time to time by FGWL; and
WHEREAS, FGWL and GWL&A contemplate that such an arrangement
will achieve
certain operating economies and improve services to the benefit of
GWL&A, FGWL
and FGWL's insureds; and
WHEREAS, FGWL AND GWL&A wish to assure that all charges for services
and the use
of facilities incurred hereunder are reasonable and in
accordance with the
applicable laws and regulations of the State of New York
(collectively the "New
York Insurance Laws"), including without limitation, New York
Insurance
Department Regulation No.33, and to the extent practicable, reflect
actual costs
and are determined in a fair and equitable manner.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the
parties hereto agree as follows:
SECTION 1 Terms of Appointment
1.01 Subject to the conditions set forth in this
Agreement,
FGWL hereby appoints GWL&A as
Administrative Services
Agent to perform the services described herein
in the name
of and on behalf of FGWL. By way of example
and without
limiting the foregoing (i) all forms
utilized in
connectionwithFGWL'sbusinessandallcorrespondence
with policyholders shall bear its name and
contain its New
York home office address; (ii) all
communications with
policyholders shall be in FGWL's name; (iii)
all toll free
numbers maintained for policyholder service
shall
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be used solely for FGWL business; and
(iv) all bank
accounts into which its funds are deposited or
from which
its funds are withdrawn shall be FGWL accounts.
1.02 In accordance with the terms of this
Agreement and upon
mutual and written agreement between both
parties, FGWL
may appoint GWL&A as Administrative Services
Agent for
other insurance business of FGWL and GWL&A may
accept such
appointments. FGWL acknowledges that GWL&A may
subcontract
its rights and responsibilities
enumerated in this
Agreement to its wholly-owned subsidiary,
FASCorp. FASCorp
shall observe and be bound by all terms and
conditions of
this Agreement in performing such services.
However, GWL&A
shall remain liable to FGWL for the
performance of said
services by FASCorp as if they had been
performed by
GWL&A. The charges for such services shall be
determined
in a manner consistent with Section 3 of this
Agreement
and shall be included in the statement provided
to FGWL by
GWL&A with respect thereto. Services which may
be assigned
to FASCorp are those services provided under
Exhibit E.
1.03 GWL&A agrees to perform its duties and
obligations
hereunder in accordance with accepted industry
practice,
and in full compliance with the rules and
regulations of
state insurance departments and other
regulatory bodies
with jurisdiction of FGWL.
1.04 GWL&A agrees that it will perform, at the
direction of
FGWL, those Administrative Services as set
forth in
Exhibit A, B, C, D and E attached, which may be
amended by
mutual agreement. GWL&A shall have only the
authority
necessary or incident to the performance of
those services
expressly set forth in this Agreement or in
the Exhibits
and shall have no other express or implied
authority or
right to act on behalf of FGWL or to bind FGWL
with regard
to any statement, presentation or undertaking.
GWL&A shall
have no authority to alter, amend, or
waive any
contractual provision on behalf of FGWL
without FGWL's
express written authorization.
1.05 The performance of services by GWL&A with
respect to the
business and operations of FGWL shall at
all times be
subject to the direction and control of
the Board of
Directors of FGWL. Subject to the terms,
conditions and
limitations of this Agreement, GWL&A agrees
to perform
diligently and in a professional manner the
services set
forth in this Agreement, and
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such other services as FGWL determines to be
reasonably
necessary in the conduct of its insurance
operations.
1.06 In providing any services hereunder which
require the
exercise of judgment by GWL&A, GWL&A shall
perform its
services in accordance with any standards,
guidelines and
procedures FGWL develops and communicates to
GWL&A.
1.07 The performance of services by GWL&A for FGWL
shall in no
way impair the absolute control of the
business and
operations of GWL&A or FGWL by their
respective Board of
Directors. GWL&A shall act hereunder so as to
assure the
separate operating identify of FGWL.
1.08 All books, records, and files established and
maintained
by GWL&A with respect to its performance of
services under
this Agreement which, absent this Agreement,
would have
been held by FGWL, are the property of
FGWL, shall be
subject to examination during all
reasonable business
hours by FGWL, persons authorized by
FGWL or any
regulatory agency having jurisdiction over
FGWL, and shall
be delivered to FGWL at least quarterly.
SECTION 2 Term
Subject to termination as provided in
Section 8 hereof,
this Agreement shall remain in full force and
effect for
the initial term of the Agreement, which shall
be from the
effective date hereof to April 30, 2000,
and this
Agreement shall continue in full force and
effect from
year to year thereafter until such termination,
each such
additional year being an additional
term of this
Agreement.
SECTION 3 Fees and Expenses
3.01 FGWL will pay GWL&A the actual cost
incurred for the
services provided by GWL&A on a quarterly
basis. GWL&A
shall submit to FGWL within thirty (30) days of
the end of
each calendar quarter a written statement of
the amount be
owed by Company for services and the use of
facilities
pursuant to this Agreement in that calendar
quarter, and,
in the absence of any dispute with respect
thereto, FGWL
shall pay to GWL&A within fifteen (15) days
following
receipt of such written statement the amount
set forth in
the statement. Actual cost will be calculated
based upon
the expenses (direct and indirect including
overhead)
incurred by GWL&A on behalf of FGWL. For
investment
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services related to the management of assets,
actual cost
will be calculated based upon actual cost
incurred for the
various asset categories of investments.
3.02 Subject to New York Insurance Regulation 33,
the bases for
determining such charges to FGWL shall be
those used by
GWL&A for internal cost distribution, and
shall include,
where appropriate, records prepared at least
annually for
this purpose. Such bases shall be modified and
adjusted by
mutual agreement where necessary or
appropriate to fairly
and equitably reflect the actual
incidence of cost
incurred by GWL&A on behalf of FGWL.
3.03 GWL&A shall be responsible for maintaining
full and
accurate accounts and records of the services
rendered by
GWL&A, the facilities used pursuant to this
Agreement and
such other additional information as FGWL may
reasonably
request for purposes of its internal
bookkeeping and
accounting operations. To the extent such
accounts and
records pertain to GWL&A's computation of
charge, GWL&A
shall keep such accounts and records available
at its home
offices for audit, inspection, and
copying during
reasonable business hours by FGWL, persons
authorized by
FGWL or any regulatory agency having
jurisdiction over
FGWL.
3.04 At least ninety (90) days prior to the end
of any term
hereof, GWL&A shall give FGWL written
notice of any
increase in the cost of providing services or
charges to
FGWL or to change the manner of payment. If
GWL&A and FGWL
do not agree to changes in such costs and
charges before
the end of the term during which such notice
is given by
GWL&A, this issue shall be submitted to an
independent
certified public accountant acceptable to
both parties,
whose determination shall be binding.
SECTION 4 Representations and Warranties of GWL&A
---------------------------------------
GWL&A represents and warrants to FGWL as
follows:
4.01 It is a corporation duly organized and in
good standing
under the laws of the State of Colorado.
4.02 It is empowered under applicable laws to
enter into and
perform the services contemplated in this
Agreement.
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4.03 All requisite corporate proceedings have
been taken to
authorize it to enter into and perform
the services
contemplated in the Agreement.
SECTION 5 Representations and Warranties of FGWL
--------------------------------------
FGWL represents and warrants to GWL&A as
follows:
5.01 It is a corporation duly organized and in
good standing
under the laws of the State of New York.
5.02 It is empowered under the applicable laws to
enter into
and perform this Agreement.
5.03 All requisite corporate proceedings have
been taken to
authorize it to enter into and perform this
Agreement.
5.04 All of the policies and other forms provided by
FGWL shall
have been duly filed as necessary and
approved by all
rules and regulations of each state insurance
department,
and other regulatory bodies with jurisdiction
over FGWL.
SECTION 6 Indemnification
6.01 GWL&A shall not be responsible for and
FGWL shall
indemnify and hold GWL&A harmless from and
against, any
and all costs, expenses, losses, damages,
charges,
reasonable attorney's fees, payments and
liability, which
may be asserted against GWL&A or for which it
may be held
to be liable, arising out of or attributable
to:
a. Any actions taken by GWL&A in
good faith
and with
due care in compliance with the
terms of
this Agreement;
b. FGWL's refusal or failure to
comply with the
terms of
this Agreement, or which arise
out of FGWL's
negligence or misconduct or which
arise out
of breach
of any representation or warranty
of FGWL
hereunder;
c. Reliance on or use by GWL&A in
accordance
with the
terms of this Agreement such
information and
materials provided by or at the
direction of
FGWL
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and instructions or directions given by the
authorized
individuals described in Exhibit
F;
d. The offer or sale of the contracts, unless as
provided
to the contrary or otherwise agreed upon in
any other
agreements between FGWL and GWL&A;
or
e. Any failure by FGWL to comply
with Federal,
state or local laws or
regulations with
respect to the offering and/or
sale of any
insurance products or securities.
6.02 FGWL shall not be responsible for and
GWL&A shall
indemnify and hold FGWL harmless from and
against, any and
all costs, expenses, losses, damages, charges,
reasonable
attorney's fees, payments and liability,
which may be
asserted against FGWL or for which it may be
held to be
liable, arising out of or attributable to:
a. Any actions taken by FGWL in good faith
and with
due care in compliance with the
terms of this
Agreement;
b. GWL&A's refusal or failure to comply with
the terms
of this Agreement, or which arise out
of GWL&A's
negligence or misconduct or which arise
out of the
breach of any representation or
warranty of GWL&A
hereunder;
c. Any failure by GWL&A to comply
with Federal,
state or local laws or
regulations with
respect to the offering and/or
sale of any
insurance products or securities.
6.03 Neither FGWL nor GWL&A shall be liable for
damages due to
delay or failure to perform any obligation
under this
Agreement where such delay or failure results
directly or
indirectly from circumstances beyond the
control and
without the fault or negligence of such Party.
6.04 At any time GWL&A may apply to a person
indicated on
FGWL's "Schedule of Authorized Personnel"
set forth in
Exhibit F attached hereto and incorporated
herein by
reference as a person authorized to give
instructions
under this section with respect to any matter
arising in
connection with this Agreement. GWL&A shall
not be liable
for, and shall be indemnified by FGWL, against
any action
taken or omitted by GWL&A in good
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faith and in the exercise of due care and diligence
in reliance
upon such written instructions.
6.05 FGWL shall immediately provide GWL&A with
written notice
of any change of authority of persons
authorized and
enumerated in Exhibit F to provide GWL&A with
instructions
or directions relating to services to be
performed by
GWL&A under this Agreement.
6.06 If either party believes it is entitled to
indemnification
hereunder, it shall, within five business (5)
days of its
discovery of the commencement of any action
or threat of
any action, give written notice to the other
party of any
claim for which it believes it is
entitled to
indemnification; provided, however, that the
failure to
provide timely notice shall not relieve the
indemnifying
party of any liability which it may have to
the other
party as long as such notice is not
unreasonably withheld
or delayed.
6.07 The provisions of this Section shall survive
termination
of this Agreement.
6.08 The provisions of this Section shall not be
deemed to be a
limitation on a party's right to
injunction, specific
performance or any other legal or equitable
remedy to
which either party may be entitled by
virtue of this
Agreement or to prevent any breach or
threatened breach of
this Agreement.
6.09 In no event and under no
circumstances,
however, shall any party
under this
agreement be liable to the
other parties
under any provision of this
agreement for
lost profits or for
exemplary, special,
punitive or consequential
damages.
SECTION 7 Duties of FGWL and GWL&A
------------------------
7.01 FGWL shall, from time to time, provide GWL&A
with current
forms of policies and applications, names
and states of
license of all insurance and/or broker-dealer
agents and
representatives authorized to sell the
contracts.
7.02 FGWL shall have full and free access,
during ordinary
business hours, to all documents, records
(including all
bank records), reports, books, files and
other materials
relative to this Agreement and maintained by
GWL&A.
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7.03 Any advertising in connection with the
Contracts utilized
by GWL&A must be approved in writing by FGWL
prior to such
advertising.
7.04 GWL&A shall establish and maintain
facilities and
procedures for the safekeeping of check
forms and
facsimile signature imprinting devices, if
any, and all
other documents, reports, records, books,
files and other
materials relative to this Agreement.
7.05 It is expressly understood and agreed that all
documents,
reports, records, books, files and other
materials
relative to this Agreement shall be the sole
property of
FGWL and that such property shall be held by
GWL&A, as
agent, during the effective terms of this
Agreement.
Application software and all copies thereof
developed by
GWL&A (or by FASCorp., in providing services
as set forth
in Exhibit E) for FGWL's use shall
become, and that
developed by FGWL and provided to GWL&A shall
remain, the
property of the Company in perpetuity. To
the extent
permitted by any applicable law, FGWL shall
have the same
rights as GWL&A in any other software or
copies thereof
obtained by GWL&A under license from third
party vendors.
FGWL may purchase other software or copies
thereof from
third party vendors for its exclusive use
of GWL&A's
equipment if FGWL so desires. GWL&A agrees
that any
software or copies thereof purchased by FGWL
and used by
GWL&A in connection with this Agreement shall
remain the
property of the Company.
7.06 GWL&A shall maintain back-up computer tape
files on a
daily basis. The purpose of back-up and
recovery is to
permit file recovery in the event of
destruction of normal
processing files. GWL&A shall maintain such
records, and
shall retain those records for three years
after the
duration of this Agreement, FGWL may review the
procedures
in effect and inspect the storage facility upon
demand.
7.07 GWL&A shall use its best efforts to continue in
effect the
insurance coverages described in Exhibit G
attached hereto
provided that such coverage is available from
an insurance
carrier at a reasonable cost to GWL&A. GWL&A
shall not
voluntarily cause any termination,
reduction, or
alteration of these coverages without the
consent of FGWL.
7.08 All charges or premiums received by GWL&A shall
be held by
GWL&A on behalf of FGWL and shall be promptly
remitted to
the person entitled to it or deposited in a
FGWL account.
Any
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payments received by GWL&A for insurance on
behalf of FGWL
shall be deemed received by FGWL.
7.09 If GWL&A receives any notice from any source
(including,
but not limited to, the policy owner or
regulatory agency)
of a lawsuit or other legal or administrative
hearing or
proceeding being brought against FGWL and
involving the
business administered for FGWL by GWL&A, or
the threat of
any such lawsuit, hearing or proceeding,
GWL&A shall
immediately notify FGWL and send a copy of
all legal
documents, correspondence and other
material relevant
thereto to which GWL&A reasonably has access.
GWL&A agrees
to cooperate fully with FGWL in connection
with any suit,
hearing or proceeding and shall provide
FGWL with all
books, records, documents and data requested
by FGWL in
connection therewith; provided, however,
GWL&A shall be
entitled to review such request with its
counsel prior to
furnishing FGWL with such materials so long as
such review
is done in a timely manner.
7.10 GWL&A will conduct its business and
performance
obligations in accordance with all applicable
federal and
state laws, rules and regulations and in a
manner which
will not put FGWL registrations and
licenses in any
jeopardy of revocation or suspension or cause
FGWL or any
of its affiliates to sustain any disciplinary
action of
any nature.
7.11 GWL&A acknowledges and agrees that all books
and records
maintained by GWL&A in connection with the
Contracts shall
be maintained and preserved in conformity
with the
requirements of Rules 17a-3 and 17a-4 of the
Securities
Exchange Act of 1934 (the "1934 Act"), to the
extent that
such requirements are applicable to the
Contracts, and
that all such books and records are maintained
and held by
GWL&A on behalf of FGWL, whose property they
are and shall
remain. GWL&A further acknowledges and
agrees that
applicable books and records are at all times
subject to
inspection by the Securities and Exchange
Commission
("SEC") in accordance with Section 17(a) of
the 1934 Act,
and undertakes to permit examination of
such books and
records at any time during business
hours by
representatives or designees of the SEC
or National
Association of Securities Dealers, Inc.
7.12 GWL&A acknowledges, covenants and agrees
that it shall
issue payments, including commission
payments to retail
broker-dealers, on behalf of and on the
account(s) of
FGWL, as a purely ministerial service for and
on behalf of
FGWL, and that
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the records in respect of such payments shall
be properly
reflected by GWL&A on the books and records
maintained by
it for FGWL.
7.13 GWL&A acknowledges, covenants and agrees that
it will send
confirmations as required by law for
transactions which
constitutes the sale of securities to the
contract owner
in such form as required by applicable law,
regulation or
rule.
7.14 GWL&A shall provide FGWL with full and free
access as
reasonably requested, during ordinary
business hours, to
all documents, records, reports, books,
files and other
materials relative to this Agreement and
maintained by
GWL&A.
SECTION 8 Termination of Agreement
8.01 a) This Agreement may be terminated by
either party
hereto
upon 90 days written notice to the
other party.
b) This Agreement may be terminated
immediately upon
written notice of one party to the
other hereto
in the event of bankruptcy or
insolvency of such
party to which notice is given.
c) This Agreement may be terminated immediately
at any
time upon the mutual written consent of the
parties
hereto.
d) This Agreement shall automatically be
terminated in the
event of its assignment, subject to the
provisions of
Section 9.01.
8.02 If either of the parties hereto shall
breach this
Agreement or be in default in the performance
of any of
its duties and obligations hereunder ("the
defaulting
party"), the other party hereto may give
written notice
thereof to the defaulting party and if such
default or
breach shall not have been remedied within
thirty (30)
days after such written notice is given,
then the party
giving such written notice may terminate this
Agreement by
giving thirty (30) days written notice of such
termination
to the defaulting party; provided, however,
if GWL&A
elects to terminate this Agreement for
other than
non-payment of fees and charges and if FGWL
shall so
request in writing, GWL&A shall continue to
provide the
services described herein to FGWL for a period
of six (6)
month following such termination, such
services to be
provided in accordance with the terms of this
Agreement
and at
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the fees in effect for the term immediately
preceding such
six (6) month period. Termination of this
Agreement by
default or breach by FGWL shall not constitute
a waiver of
any rights of GWL&A in reference to services
performed
prior to such termination of rights of
GWL&A to be
reimbursed for out-of-pocket expenditures;
termination of
this Agreement by default or breach by GWL&A
shall not
constitute a waiver by FGWL of any other
rights it might
have under this Agreement.
8.03 In the event of a termination, GWL&A will
make its
computer record formats and other
relevant systems
information available to FGWL for a machine
conversion. In
connection therewith, GWL&A agrees that it
will offer
reasonable assistance to FGWL in converting the
records of
FGWL from the GWL&A system to whatever
service or system
is selected by FGWL (subject to reimbursement
by FGWL for
such assistance at reasonable rates and
fees mutually
agreed to at that time). As described in
Section 7.05, all
data contained in the computer files is the
exclusive
property of FGWL. In addition, GWL&A will
provide FGWL
with such data processing services and
facilities as FGWL
may request for a period of 180 days
following such
termination.
SECTION 9 Assignment
9.01 This Agreement shall not be assignable by
either party
without the prior written consent of the
other, except
where such assignment is by operation of
law or is
specifically provided for by this Agreement.
9.02 This Agreement shall inure to the benefit
of and be
binding upon the parties hereto, and their
respective
successors and assigns, provided that any
assignment is
performed in accordance with paragraph 9.01
above.
SECTION 10 Arbitration
Any unresolved dispute or difference between
the parties
arising out of or relating to this Agreement, or
the breach
thereof, except as provided in Section 3.04, shall
be settled
by arbitration in accordance with the Commercial
Arbitration
Rules of the American Arbitration
Association and the
Expedited Procedures thereof. The award
rendered by the
Arbitrator shall be final and binding upon the
parties, and
judgment upon the award rendered by the
Arbitrator may be
entered in any Court having jurisdiction
thereof. The
arbitration shall take place in the State of New
York
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SECTION 11 Miscellaneous
11.01 FGWL or its duly authorized independent
and/or internal
auditors will have the right under this
Agreement to
perform on-site audits of records and
accounts directly
pertaining to the policies serviced by GWL&A
hereunder at
GWL&A's facilities in accordance with
reasonable
procedures and at any time, upon one (1)
week prior
notice. At the request of FGWL, GWL&A will
make available
to FGWL's auditors and to
representatives of the
appropriate regulatory agencies all reasonably
requested
records, data and access to operating
procedures.
11.02 The parties hereto agree that all tapes, books,
reference
manuals,instructions, records, information
and data
pertaining to the business of the other
party, GWL&A's
systems, and the policyowners serviced by GWL&A
hereunder,
which are exchanged or received
pursuant to the
negotiation of and/or the carrying out of this
Agreement,
shall remain confidential and shall not be
voluntarily
disclosed to any other person. All such
tapes, books,
reference manuals, instructions, records,
information and
data in the possession of each of the parties
hereto shall
be returned to the party from whom it was
obtained upon
the termination or expiration of this
Agreement.
11.03 This Agreement constitutes the entire
agreement
between the parties hereto and may not
be modified
except in a written instrument
executed by both
parties hereto, and except that if any
section herein
contained shall be found to be
unenforceable as
contrary to the current law, that
section shall be
severed and the remaining sections of
this Agreement
shall continue to be enforceable.
11.04 This Agreement shall take effect as of the
date set forth
in the caption hereof.
11.05 This Agreement shall be governed by the laws of the
State of
New York.
11.06 Any amendment to this
Agreement or to the
services set forth in Exhibit
A through E
hereto shall be filed for review
pursuant to
Section 1505 of the New York
Insurance Law.
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14
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed
in duplicate, in their names and on their behalf, by and through
their duly
authorized officers as of the day and year first above written.
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
By: /s/ D.L. Wooden
Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇ Los
Title: Executive Vice President
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
By: /s/ ▇.▇. ▇▇▇▇▇▇
Title: Senior Vice President, General Counsel and
Secretary
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EXHIBIT A
CORPORATE SUPPORT SERVICES
GWL&A shall provide the following services:
A. Human Resources, Payroll and Benefits
1. Manage and administer a centralized payroll system.
2. Prepare and distribute employee paychecks or electronic
funds
transfers
(EFT).
3. Assist with, maintain and monitor the compensation
system and
policies
for FGWL.
4. Make all necessary employment filings, deposits and
withholding on
behalf of FGWL.
5. Provide all accounting services related to
payroll and
compensation functions; prepare, conduct and analyze
salary and
compensation surveys; and assist with the
management of human
resources.
6. Cover the employees of FGWL under GWL&A's benefit plans
(including
Retirement and Health and Welfare plans).
GWL&A will be
responsible for performing all accounting and
administrative
services related to the maintenance and
administration of these
employees under the various plans.
7. Make all disbursements for these procedures on FGWL's
behalf and
shall be made from a FGWL bank account.
B. Treasury
1. Provide cash management and other necessary treasury
services to
FGWL, and provide assistance with respect to
various banking
services and liquidity needs as requested from time
to time by
FGWL.
2. Assist FGWL in maintaining or establishing any bank
accounts and
processing any and all disbursements on such accounts,
including
claims- related disbursements, as required by FGWL.
C. Accounts Payable
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1. Manage and administer a centralized accounts payable
system
2. Process invoices and requests for disbursements
approved by FGWL
personnel and issue checks/EFT as requested by FGWL.
D. Accounting Services
1. FGWL will retain control over all FGWL accounting
matters.
2. At the initiation of FGWL and for such time as agreed
upon by both
parties,GWL&Ashallprovidethefollowing back-endfinancial
accounting services
a. Prepare and maintain financial statements and
reports,
including,
annual quarterly and monthly statements on both
statutory and
generally accepted accounting principles (GAAP)
bases
b. Prepare and disseminate information filings with
regulatory
entities
and rating agencies
c. Prepare and disseminate federal, state, and local
payroll tax
and
premium tax returns and other related matters
d. Process cash receipts, cash disbursements and
escheat items
D. Corporate Systems and Technology
1. Provide access to and use of a central accounting
computer system.
2. Provide programming/support personnel to maintain,
administer and
operate the central accounting computer system;
and provide
requested assistance to FGWL in connection with its
use of the
central accounting computer.
E. Corporate Tax
1. Prepare and coordinate consolidated federal and state
income tax
returns and other necessary tax documentation.
2. Provide necessary assistance with corporate tax issues
that may
arise
from time to time.
F. Risk Management Services
1. Provide risk management services to FGWL and
assist FGWL in
obtaining any necessary or requested corporate
insurance
coverages.
G. Audit Services
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1. Provide internal audit services to assist FGWL in
confirming
compliance with laws, regulations, policies and
procedures
applicable to FGWL.
2. At the request of FGWL, GWL&A shall make available
to FGWL's
external auditors and to representatives of appropriate
regulatory
agencies all reasonably requested records, data
and access to
operating procedures.
H. Legal Services
1. At the request of FGWL, provide legal services,
including, but not
limited to, the negotiation, preparation and review of
contracts;
the rendering of legal advice on regulatory
compliance,
governmental relations and various other legal
matters; and the
representation in, or management of outside counsel
retained for
the purpose of, prosecution, defense or
resolution of legal
actions with respect to FGWL business being
administrated at the
home office of GWL&A.
I. Actuarial Services
1. Provide actuarial services for FGWL,
including reserve
calculations and valuations, calculation and
revision of rate
tables, product development and implementation,
and cash flow
testing and any other actuarial services as requested
by FGWL.
2. Provide actuarial services for the preparation of
regulatory
filings; prepare the actuarial component of annual,
quarterly and
monthly statements, financial projections and
experience studies.
3. Assist in reinsurance treaty negotiations and
maintenance.
4. Prepare the year end actuarial opinion and memorandum.
J. Other Services
1. Provide office space, furniture and supplies to FGWL
employees or
officers located in Colorado, as necessary or as
requested by FGWL
employees.
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EXHIBIT B
INVESTMENT SERVICES
GWL&A shall provide the following services:
A. Investment Services
1. Provide investment management services to FGWL's
general account
and separate accounts in accordance with policies and
procedures
established by the FGWL Board of Directors and
Investment
Committee.
2. Provide assistance in the execution and performance of
investment
decisions (including, but not limited to,
purchases, sales,
exchanges and collection of matured investments) in
accordance
with FGWL policies and procedures and at the
direction of FGWL
management.
3. Manage all investments and assets held by FGWL or
custodied in a
custodial account in the name of FGWL at a bank or
trust company
selected by FGWL, consistent with the New York
Insurance Laws. In
addition, deposit all monies collected by GWL&A on
behalf of FGWL
in a bank account in the name of FGWL.
4. Maintain all investment related records and
databases. Provide
reports to FGWL on a quarterly and annual basis
detailing
investments held and transactions made as well as
any other
reports or information requested by FGWL or by the
New York
Insurance Department.
5. Assure that all investments and investment
practices made on
behalf of FGWL are consistent with the New York
Insurance Laws,
including but not limited to, Section 1405 of the
Insurance Law
and New York Insurance Department Regulation 130.
To facilitate the delivery of securities held by GWL&A,
FGWL does
hereby appoint GWL&A as its true and lawful attorney and
authorizes it, in
FGWL's name, place and stead to register all securities from
time to time
managed by GWL&A pursuant to this Agreement, other than
securities in bearer
form, in FGWL's name and to execute endorsements, assignments,
or other
instruments of transfer of securities so registered and due bills
and dividend
orders as GWL&A may deem proper in connection with the transfer
of any such
securities, GWL&A being expressly authorized to execute any such
instruments,
either by signing FGWL's name alone without any designation
of itself as
attorney-in-fact or by signing FGWL's name as such attorney.
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Whenever GWL&A receives and collects monies for the
account of
FGWL, it will not commingle such monies with its own, but will
deposit such
monies in an appropriate separate account in the name of FGWL.
B. Investment Objectives, Policies and Restrictions
The parties acknowledge that FGWL has furnished GWL&A
with written
investment guidelines. In providing investment services
pursuant to this
agreement, GWL&A will observe the following general investment
objectives,
policies and restrictions, except that no investment which is
inconsistent with
FGWL's written investment guidelines shall be made pursuant thereto.
GWL&A will have full discretion to invest and reinvest the
funds made
available to it for that purpose by FGWL as follows:
Investment Objectives
FGWL's investment objective is to obtain as high a level
of current
interest income as is consistent, in the view of GWL&A, with
preservation of
invested capital. There are market risks inherent in all
investments in
securities, and there can be no assurance that GWL&A will
achieve this
objective. The primary objective of preserving capital will preclude
realization
of the highest available income yields.
Investment Policies
GWL&A will seek to achieve the above-stated objective by
investing in a
diversified portfolio of securities. In selecting securities for this
portfolio,
GWL&A will seek the highest available yields consistent with
the rating
standards and other policies stated herein.
Portfolio securities will be selected pursuant to the
following
fundamental investment policies:
1. CASH BALANCES. Cash balances occurring pending permanent
investment
will be invested in high grade, corporate commercial paper. The
corporate paper
must have the highest rating by one or more of the nationally
recognized rating
organizations. Other acceptable short-term investments include
U.S. Treasury
bills and notes, certificates of deposit, time deposits, bankers
acceptances and
money market funds.
2. CORPORATE BONDS. The purchases of corporate bonds
will include
bonds, notes, debentures and other evidences of indebtedness issued,
assumed or
guaranteed by a corporation incorporated under the laws of the
United States of
America, of any state, district or territorial possession
thereof or of the
Dominion of Canada or any province thereof; provided that the
bonds are rated
class 1 or 2
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by the Securities Valuation Office ("SVO") of the National
Association of
Insurance Commissioners ("NAIC").
3. GOVERNMENT OBLIGATIONS. The purchase of government
obligations will
include bonds, notes, bills and other evidences of indebtedness
issued, assumed
or guaranteed by the U.S. Government, its agencies or
instrumentalities or of
any state or municipality thereof; or of the Dominion of Canada or
any province
thereof; provided the bonds are rated class 1 or 2 by the Securities
Valuation
Office ("SVO") of the National Association of Insurance Commissioners
("NAIC").
4. MORTGAGE-BACKED SECURITIES. The purchase of mortgage-
backed securities will include obligations issued by:
A. The Government National Mortgage Association (GNMA)
B. The Federal National Mortgage Association (FNMA)
C. The Federal Home Loan Mortgage Corporation (FHLMC)
D. FHA and VA insured or guaranteed loans, or any
other
government guaranteed loans.
5. EQUITY SECURITIES. Equity securities are defined
to include
preferred stocks, mutual fund shares or common stocks which are
traded on a
national stock exchange, provided that the preferred stocks are rated
class 1 or
2 by the SVO of the NAIC.
Investment Restrictions
In the course of its investment management activity for
FGWL, GWL&A MAY
NOT engage in or execute transactions in any of the following:
1. Borrow money for any purpose on behalf of FGWL.
2. Pledge, mortgage or hypothecate the assets of FGWL.
3. Purchase the securities or any non-government
issuer if, as a
result, more than 10% of the total assets of the portfolio would be
invested in
the securities of the issuer.
4. Invest more than 25% of the portfolio, measured at
the time of
investment, in a single industry. For the purpose of this
restriction,
mortgage-backed securities do not constitute an industry.
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5. Enter into any investment which would violate the New
York
Insurance Law.
6. Purchase or sell investments, other than portfolio
investments
listed in policies 1 through 5 under Investment Policies above,
without prior
written approval of FGWL.
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EXHIBIT C
BACK OFFICE POLICYOWNER SERVICES
SCHWAB VARIABLE AND FIXED ANNUITIES
GWL&A shall provide the following services:
A. Contract Issue
1. Provide access to and use of central accounting
computer systems
for establishing and maintaining annuitant and contract owner
records.
2. Provide programming/support personnel to maintain,
administer and
operate the central accounting computer systems;
and provide
requested assistance to FGWL in connection with its
use of the
central accounting computers.
3. Generate the contract data pages, issue contracts
for paid
business and mail to contract owners or agents.
System will
produce contract data pages.
4. Notify FGWL and/or its agent of any error or missing
data needed
for annuitant or contract owner records.
5. Produce and mail required confirmation statements.
B. Collection Processing
1. Process payments received by FGWL to customer accounts
on the
System.
2. Prepare and mail required confirmation of transactions.
3. Deposit any cash received directly by GWL&A under the
policies
into a FGWL designated bank account.
4. Transmit daily accounting to FGWL general ledger.
5. Prepare and mail refunds as appropriate (declines, free
look).
C. Banking
1. Maintain all funds for FGWL in a depository account.
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2. Be responsible for reconciling the daily deposits to
cash
processed to customer accounts.
3. Transfer funds from the depository account to one of
the following
as appropriate:
a. General Account of FGWL
b. Mutual Fund Custodian Account(s)
c. Disbursement Account of FGWL
d. Separate Accounts of FGWL
Bank accounts and mutual fund accounts to be
established by FGWL
with appropriate signing and trading authorizations
established
for GWL&A personnel.
4. Generate from the system daily cash journal summary
reports and
maintain details of activity.
5. Process disbursement transactions for policyowner or
beneficiary,
surrenders, withdrawals, loans and death claims.
6. Produce checks for annuitants in the payout phase.
7. FGWL will maintain balances in the appropriate FGWL
bank accounts
necessary to meet administrative needs identified in
the contract.
8. FGWL will obtain the appropriate authorizations to
allow GWL&A to
transfer funds amongst FGWL accounts.
9. Reprocess dishonored items.
10.Provide check production for systematic payouts.
D. Accounting/Auditing
1. Generate daily accounting extracts for policies
maintained on the
system.
2. Generate accounting information necessary to post
entries to
ledgers.
3. Retain system generated reports in accordance with
a retention
schedule as mutually agreed upon and as required by
regulatory
authorities. GWL&A will provide access to such
reports for
internal and external reporting.
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4. Determine the "Net Amount Available for Investment" in
mutual fund
and places fund purchase/redemption orders with the
appropriate
mutual funds. GWL&A will receive confirmation of
mutual fund
investments.
5. Maintain an inventory of all mutual fund shares owned,
including
the date purchased and sold, cost, book value, gain,
loss, and
other relevant information.
6. Reconcile the inventory of mutual fund shares owned
to reports
which have been supplied by mutual funds of mutual
fund shares
owned.
7. Cooperate in annual audit of general account and
separate account
financials conducted for purposes of financial
statement
certification and publication and accommodate FGWL or
regulatory
audits, as required.
E. Pricing/Valuation
1. Collect information needed in determining variable
account unit
values from the mutual fund. This information
includes the daily
net asset value of the underlying mutual funds, any
capital gains
or dividend distribution made by the mutual funds and
the number
of mutual fund shares acquired or sold during the
immediate
preceding valuation date.
2. Enter required information into system for unit value
calculation
to be performed.
3. Generate separate account ledger activity associated
with unit
values.
F. Contract Owner Service/Record Maintenance
1. As requested by FGWL, receives and implements
contract owner
service requests including information requests,
beneficiary
changes, transfer of funds between eligible mutual
funds, payout
requests, exchange of policies and changes of
any other
information maintained on the system.
2. Research contract owner inquiries using both data
stored in the
system and manual records.
3. Generate a set of daily journals confirming financial
changes made
to annuity or life accounts.
4. Address name and contract changes will be coordinated
between
GWL&A and FGWL.
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5. Produce tax reporting.
6. Maintain policyowner records at the home offices of
both FGWL and
GWL&A. Information shall be maintained either on-line,
on
microfilm, or in hard copy.
G. Disbursements
1. Receive contractowner requests for systematic, partial
and full
surrenders from FGWL. Retain and account for any
contract
administrative charges.
2. Process all surrender requests against policyowner
files.
Generate related separate account ledger accounting.
3. Contact policyowner regarding tax withholding
procedures, if
necessary.
4. Subject to FGWL approval, generate FGWL checks and
forward to
contract owner in accordance with applicable law.
Deducts all tax
withholding necessary.
4. Prepare and mail confirmation statements of
disbursement
transactions to contract owners.
5. Generate a report on surrenders, if required.
H. Claims
1. Receiverequests ▇▇▇▇▇▇ process claimsexamination ofdeath
claims. Submit to FGWL for approval.
2. Upon approval by FGWL, generate disbursement of funds
(from a FGWL
bank account) and generated related accounting.
3. Make changes to owner and/or annuitant information as
directed by
FGWL where no payout is required.
I. Annuity Benefit Processing
1. FGWL or its agent notifies owner of approaching
annuitization
approximately 90 days before annuitization date.
2. Receive information regarding annuitants going into the
annuity
(payout) phase.
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3. Calculate the amount of the initial annuity payment
for variable
payout based on tables supplied by FGWL.
Calculation of fixed
payout based on information supplied by FGWL.
4. Generate checks or electronic fund transfer for
payment of amount
due to annuitant in accordance with applicable
law. Deduct
applicable premium taxes and withholding taxes.
5. Update annuitant records.
6. Generate accounting entries to record disbursements.
7. Generate premium tax and withholding reporting.
GWL&A will make
all payments to the appropriate regulatory agencies
for any taxes
withheld and will effect all necessary
associated reports.
Generate accounting entries to record transactions.
J. Proxy processing
1. Receive record date information from the underlying
mutual funds.
Receive proxy solicitation material from underlying
mutual funds.
2. Prepare proxy cards, if applicable.
3. Mail solicitation and resolicitations, if necessary.
4. Maintain all proxy registers and other required proxy
material.
5. Tabulate returned proxy cards and transmits results to
underlying
mutual funds.
K. Period Reports to Policyowners
1. Prepare and mail statement of account to each
policyowner. Mail
on scheduled supplied by FGWL.
2. Insert and mail semi-annual and annual reports to
policyowners, as
required, both underlying mutual fund and Separate
Account
reports. Filing of reports with NASD and SEC will be done by FGWL.
Printing
of reports will be done by GWL&A.
L. Regulatory Statement Reports
1. Prepare IRS reports for contract owners who received
annuity
payments or distributions. Mails to contract owners and
transmits to IRS.
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2. Prepare other IRS reports, as required.
3. Respond to requests for calculations applicable to
annuity
payments as may be necessary to tax calculations.
M. Product Development and Pricing
1. Actuarial product pricing support for new
investment options
including determination of rates, policy load
structures and
development of actuarial documents for filing with
state insurance
departments.
2. Providing information to First GWL&A to enable First
GWL&A to set
rates for inforce policies.
3. Calculation of historic rates of return for portfolios
in First
GWL&A Series Accounts.
4. Consulting with FASCorp personnel regarding
maintenance of market
value adjustment and other pricing formulas on the
administrative
system.
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EXHIBIT D
CORPORATELY-OWNED LIFE INSURANCE
SINGLE PREMIUM WHOLE LIFE
GWL&A shall provide the following services:
A. Contract Issue
1. Provide access to and use of central accounting
computer
systems for establishing and maintaining insured
and
contract owner records.
2. Provide programming/support personnel to maintain,
administer
and operate the central accounting computer
systems; and
provide requested assistance to FGWL in
connection with its
use of the central accounting computers.
3. Review application &/or enrollment forms, apply
issue criteria
developed by FGWL to application for life insurance
contract.
Verify license status of brokers/agents based on
information
supplied by FGWL. FGWL to provide a written
set of issue
criteria to GWL&A.
4. Prepare contract data pages, issue specimen
contracts for
paid business and mail to contract owners or
agents.
5. Establish and maintain insured and contract owner
records, as applicable, on computer and manual
systems.
6. Notify dealer/agent of any error or missing data
needed
for insured or contract owner records.
7. Produce and mail required confirmation statements.
8. Deposits monies received with application into FGWL
depository account.
9. Maintain inventory of all issue-related forms,
contracts,
and endorsements based on updates provided by FGWL.
10. For policies being exchanged from another company,
GWL&A will request the funds from the other insurance
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company using forms supplied by FGWL. FGWL will
establish signing authority for GWL&A personnel.
B. Collection Processing
1. Process payments received by FGWL to
customer
accounts on the System.
2. Prepare and mail required confirmation of
transactions.
3. Deposit any cash received directly by
GWL&A
under the policies into a FGWL designated bank
account.
4. Transmit daily accounting to FGWL general
ledger.
5. Prepare and mail refunds as appropriate
(declines,
free look).
C. Banking
1. Records wire transfers received directly by GWL&A
and
assigns them a control number.
2. Deposits are placed into a FGWL depository account.
3. Transfer funds from the depository account to:
General Account of FGWL
Bank accounts to be established by FGWL with
appropriate signing
and trading authorizations established for GWL&A
personnel.
4. Generate from the system daily cash journal summary
reports and maintain details of activity.
5. Process disbursement transactions for policyowner
or
beneficiary, surrenders, withdrawals, loans and
death
claims.
6. FGWL will maintain balances in the appropriate FGWL
bank accounts necessary to meet administrative
needs
identified in the contract.
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7. FGWL will obtain the appropriate authorizations to
allow
GWL&A to transfer funds amongst FGWL accounts.
D. Accounting/Auditing
1. Generate daily accounting extracts for policies
maintained
on the system.
2. Generate accounting information necessary to post
entries
to ledgers.
3. Retain system generated reports in accordance with
a retention
schedule as mutually agreed upon and as required by
regulatory
authorities. GWL&A will provide access to such
reports for
internal and external reporting.
4. Cooperate in annual audit of general account
and separate
account financials conducted for purposes of
financial
statement certification and publication and
accommodate FGWL
or regulatory audits, as required.
E. Contract Owner Service/Record Maintenance
1. As requested by FGWL, receives and implements
contract owner
service requests including information requests,
beneficiary
changes, payout requests, exchange of policies and
changes of
any other information maintained on the system.
2. Research contract owner inquiries using both data
stored
in the system and manual records.
3. Generate a set of daily journals confirming
financial
changes made to life accounts.
4. Address name and contract changes will be
coordinated
between GWL&A and FGWL.
5. Produce tax reporting.
6. Maintain policyowner records at the home offices of
both
FGWL and GWL&A. Information shall be maintained
either on-line, on microfilm, or in hard copy.
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F. Disbursements
1. Receive contract owner requests for partial and
full
surrenders from FGWL. Retain and account for any
contract administrative charges.
2. Process all surrender requests against policyowner
files.
3. Contact policyowner regarding tax withholding
procedures,
if necessary.
4. Subject to FGWL approval, generate FGWL checks and
forward to contract owner in accordance with
applicable
law. Deducts all tax withholding necessary.
5. Prepare and mail confirmation statements of
disbursement
transactions to contract owners.
6. Generate a report on surrenders, if required.
G. Claims
1. Receive requests for and process claims
examination
of death claims. Submit to FGWL for approval.
2. Upon approval by FGWL, generate
disbursement of funds
(from a FGWL bank account) and generated
related
accounting.
3. Make changes to owner and/or insured information as
directed by FGWL where no payout is required.
H. Agents/Commissions
1. Verifies license status of brokers/agents based on
information supplied by FGWL.
2. Produces detailed commission transactions for each
policy
financial transaction processed including premium
application or reversal, cancellation, etc. for
which a
commission is required.
3. Prepares commission statements for broker/dealer
firms.
Provides check production extract file for any
required
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checks. Check production will be through a GWL&A
checkwriting system.
4. Creates tax reporting forms, if required.
I. Period Reports to Policyowners
1. Prepare and mail statement of account to each
policyowner. Mail on scheduled supplied by FGWL.
J. Product Development and Pricing
1. Actuarial product pricing support options
including
determination of rates, policy load structures and
development
of actuarial documents for filing with state
insurance
departments.
2. Provide information to FGWL to enable it to set
rates for
inforce policies.
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EXHIBIT E
BACK OFFICE POLICYOWNER SERVICES
GROUP DEFINED CONTRIBUTION PLANS
GWL&A shall provide the following services:
A. Contract Issue
1. Provide access to and use of central accounting
computer systems
for establishing and maintaining annuitant and contract owner
records.
2. Provide programming/support personnel to maintain,
administer and
operate the central accounting computer systems;
and provide
requested assistance to FGWL in connection with its
use of the
central accounting computers.
3. Review application, apply issue criteria developed
by FGWL to
application for annuity contract. Verify license
status of
brokers/agents based on information supplied by
FGWL. FGWL to
provide a written set of issue criteria to GWL&A.
4. Prepare contract data pages, issue contracts for paid
business and
mail to contract owners or agents. System will
produce contract
data pages.
5. Establish and maintain annuitant and contract owner
records, as
applicable, on computer and manual systems.
6. Notify dealer/agent of any error or missing data needed
for
annuitant or contract owner records.
7. Produce and mail required confirmation statements.
8. Deposits monies received with application into FGWL
depository
account.
9. Maintain inventory of all issue-related forms,
contracts, and
endorsements based on updates provided by FGWL.
10. For policies being exchanged from another company
or ▇▇▇ funds
being transferred, GWL&A will request the funds
from the other
insurance company using forms supplied by FGWL.
FGWL will
establish signing authority for GWL&A personnel.
B. Collection Processing
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1. Receive from lockbox the remittance information in
accordance with
processing requirements.
2. Process payments received by FGWL to customer accounts
on the
System.
3. Prepare and mail required confirmation of transactions.
4. Deposit any cash received directly by GWL&A under the
policies
into a FGWL designated bank account.
5. Transmit daily accounting to FGWL general ledger.
6. Prepare and mail refunds as appropriate (declines, free
look).
C. Banking
1. Photocopies checks received directly by GWL&A and
assigns them a
control number. Balances, edits, endorses and
prepares daily
deposit. Reconciles banklockbox deposits toapplications
received.
2. Deposits are placed into a FGWL depository account.
3. Transfer funds from the depository account to one of
the
following as appropriate:
a. General Account of FGWL
b. Mutual Fund Custodian Account(s)
c. Disbursement Account of FGWL
d. Separate Accounts of FGWL
Bank accounts and mutual fund accounts to be
established by FGWL
with appropriate signing and trading authorizations
established
for GWL&A personnel.
4. Generate from the system daily cash journal summary
reports and
maintain details of activity.
5. Process disbursement transactions for policyowner or
beneficiary,
surrenders, withdrawals, loans and death claims.
6. Produce checks for annuitants in the payout phase.
7. FGWL will maintain balances in the appropriate FGWL
bank accounts
necessary to meet administrative needs identified in
the contract.
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8. FGWL will obtain the appropriate authorizations to
allow GWL&A to
transfer funds amongst FGWL accounts.
9. Reprocess dishonored items.
10. Provide check production for systematic payouts.
D. Accounting/Auditing
1. Generate daily accounting extracts for policies
maintained on the
system.
2. Generate accounting information necessary to post
entries to
ledgers.
3. Retain system generated reports in accordance with
a retention
schedule as mutually agreed upon and as required by
regulatory
authorities. GWL&A will provide access to such
reports for
internal and external reporting.
4. Determine the "Net Amount Available for Investment" in
mutual fund
and places fund purchase/redemption orders with the
appropriate
mutual funds. GWL&A will receive confirmation of
mutual fund
investments.
5. Maintain an inventory of all mutual fund shares owned,
including
the date purchased and sold, cost, book value, gain,
loss, and
other relevant information.
6. Reconcile the inventory of mutual fund shares owned
to reports
which have been supplied by mutual funds of mutual
fund shares
owned.
7. Cooperate in annual audit of general account and
separate account
financials conducted for purposes of financial
statement
certification and publication and accommodate FGWL or
regulatory
audits, as required.
E. Pricing/Valuation
1. Collect information needed in determining variable
account unit
values from the mutual fund. This information
includes the daily
net asset value of the underlying mutual funds, any
capital gains
or dividend distribution made by the mutual funds and
the number
of mutual fund shares acquired or sold during the
immediate
preceding valuation date.
2. Enter required information into system for unit value
calculation
to be performed.
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3. Generate separate account ledger activity associated
with unit
values.
F. Contract Owner Service/Record Maintenance
1. As requested by FGWL, receives and implements
contract owner
service requests including information requests,
beneficiary
changes, transfer of funds between eligible mutual
funds, payout
requests, exchange of policies and changes of
any other
information maintained on the system.
2. Research contract owner inquiries using both data
stored in the
system and manual records.
3. Generate a set of daily journals confirming financial
changes made
to annuity or life accounts.
4. Address name and contract changes will be coordinated
between
GWL&A and FGWL.
5. Produce tax reporting.
6. Maintain policyowner records at the home offices of
both FGWL and
GWL&A. Information shall be maintained either on-line,
on
microfilm, or in hard copy.
G. Disbursements
1. Receive contractowner requests for systematic, partial
and full
surrenders from FGWL. Retain and account for any
contract
administrative charges.
2. Process all surrender requests against policyowner
files.
Generate related separate account ledger accounting.
3. Contact policyowner regarding tax withholding
procedures, if
necessary.
4. Subject to FGWL approval, generate FGWL checks and
forward to
contract owner in accordance with applicable law.
Deducts all tax
withholding necessary.
5. Prepare and mail confirmation statements of
disbursement
transactions to contract owners.
6. Generate a report on surrenders, if required.
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H. Claims
1. Receive requests for and process claims examination of
death
claims. Submit to FGWL for approval.
2. Upon approval by FGWL, generate disbursement of
funds (from a
FGWL bank account) and generated related accounting.
3. Make changes to owner and/or annuitant information as
directed by
FGWL where no payout is required.
I. Agents/Commissions
1. Verifies license status of brokers/agents based on
information
supplied by FGWL.
2. Produces detailed commission transactions for each
policy
financial transaction processed including premium application or
reversal,
cancellation, etc. for which a commission is required.
3. Prepares commission statements for broker/dealer firms.
Provides
check production extract file for any required checks.
Check
production will be through a GWL&A checkwriting system.
4. Creates tax reporting forms, if required.
J. Annuity Benefit Processing
1. Notifies owner of approaching annuitization
approximately 90 days
before annuitization date.
2. Receive information regarding annuitants going into the
annuity
(payout) phase.
3. Calculate the amount of the initial annuity payment
for variable
payout based on tables supplied by FGWL.
Calculation of fixed
payout based on information supplied by FGWL.
4. Generate checks or electronic fund transfer for
payment of amount
due to annuitant in accordance with applicable
law. Deduct
applicable premium taxes and withholding taxes.
5. Create and maintain annuitant records.
6. Generate accounting entries to record disbursements.
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7. Generate premium tax and withholding reporting.
GWL&A will make
all payments to the appropriate regulatory agencies
for any taxes
withheld and will effect all necessary
associated reports.
Generate accounting entries to record transactions.
K Proxy processing
1. Receive record date information from the underlying
mutual funds.
Receive proxy solicitation material from underlying
mutual funds.
2. Prepare proxy cards, if applicable.
3. Mail solicitation and resolicitations, if necessary.
4. Maintain all proxy registers and other required proxy
material.
5. Tabulate returned proxy cards and transmits results to
underlying
mutual funds.
L. Period Reports to Policyowners
1. Prepare and mail statement of account to each
policyowner. Mail
on scheduled supplied by FGWL.
2. Insert and mail semi-annual and annual reports to
policyowners, as
required, both underlying mutual fund and
Separate Account
reports. Filing of reports with NASD and SEC will
be done by
GWL&A.
Printing of reports will be done by GWL&A.
M. Regulatory Statement Reports
1. Prepare IRS reports for contract owners who received
annuity
payments or distributions. Mails to contract owners and transmits to
IRS.
2. Prepare other IRS reports, as required.
3. Respond to requests for calculations applicable to
annuity
payments as may be necessary to tax calculations.
N. Product Development and Pricing
1. Actuarial product pricing support for new
investment options
including determination of rates, policy load
structures and
development of actuarial documents for filing with
state insurance
departments.
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2. Provide information to First GWL&A to enable it to set
rates for
inforce policies.
3. Calculation of historic of return for portfolios in
First GWL&A
Series Accounts.
4. Consulting with FASCorp personnel regarding
maintenance of market
value adjustment and other pricing formulas on the
administrative
system.
5. Monitoring performance of portfolios with the series
accounts of
FGWL&A. When performance is inadequate, recommending
replacement funds.
6. Case specific pricing per the guidelines in the
Statement of
Variability for the 457 market product.
O. Underwriting
1. Responding to request for Proposals (RFP's) including
coordinating
price quotes, responding to specific questions and
determining
strategy for quoting.
2. Provide information to enable FGWL&A to establish
prices for
inforce cases
3. Contract negotiations for specifically priced cases per
the
Statement of Variability.
4. Working with FASCorp to establish administrative
procedures once
cases are awarded to First GWL&A.
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EXHIBIT F
SCHEDULE OF AUTHORIZED PERSONNEL
The following individuals are authorized by First Great-West
Life & Annuity
Insurance Company to give instructions or direction to Great-West
Life & Annuity
Insurance Company with respect to matters arising in
connection with the
servicing to be performed under this Agreement:
▇.▇. ▇▇▇▇▇▇▇▇ -- Chairman of the Board, President and Chief Executive
Officer
D. Low -- Executive Vice President, Financial Services
▇.▇. ▇▇▇▇ -- Executive Vice President, Employee Benefits
▇.▇. ▇▇▇▇ -- Senior Vice President, Financial Services
▇.▇. ▇▇▇▇▇▇ -- Senior Vice President, Chief Investment Officer
▇.▇. ▇▇▇▇▇▇ -- Senior Vice President, General Counsel and Secretary
▇.▇. ▇▇▇▇▇▇▇▇▇ -- Senior Vice President, Employee Benefits Operations
D.L. Wooden -- Senior Vice President, Financial Services
W.K. Adam -- Vice President, Counsel and Associate Secretary
▇.▇. ▇▇▇▇▇▇▇ -- Vice President and Treasurer
▇.▇. ▇▇▇▇▇▇▇ -- Vice President and Treasurer
▇.▇. ▇▇▇▇▇▇ -- Vice President, Investment Administration
▇.▇. ▇▇▇▇▇▇▇▇ -- Vice President and Actuary
▇.▇. ▇▇▇▇▇▇ -- Vice President, Individual Financial Services
G.E. Seller -- Vice President, Major accounts, Financial Services
▇.▇. ▇▇▇▇ -- Vice President, Financial Services
▇.▇. ▇▇▇▇▇▇▇▇▇▇ -- Assistant Vice President, Savings Products
▇.▇. ▇▇▇▇▇ -- Assistant Counsel and Assistant Secretary
▇.▇. ▇▇▇▇▇▇ -- Assistant Treasurer
▇.▇. ▇▇▇▇▇▇▇ -- Assistant Counsel and Assistant Secretary
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EXHIBIT G
INSURANCE COVERAGE
The following insurance coverages are maintained by Great-West
Life & Annuity
Insurance Company:
Fidelity Bond Insurance
4831996 American Home Assurance Company
$15,000,000
4832000 American Home Assurance Company
Add'l $15 mil
81247717G Chubb Insurance Company of Canada
$20,000,000
81469435A Chubb Insurance Company of Canada
Add'l $20 mil
Liability Insurance
TGL0000967 Reliance Insurance Company $
5,000,000
CBP084869C Lombard General
$10,000,000
TXL00000958 Reliance Insurance Company
$15,000,000
(▇▇)▇▇▇▇-▇▇-▇▇ Chubb Insurance Company of Canada
$25,000,000
XCP 373842 CIGNA Insurance Company of Canada
$30,000,000
XXX-000-677-5872 Allenz Insurance Company of Canada
$15,000,000
All amounts are in Canadian dollars
