EXHIBIT 10.2
ADMINISTRATION SERVICES AGREEMENT BETWEEN
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY AND
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
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 connection with FGWL's
business and all correspondence 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 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 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 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.
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
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 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.
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
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 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 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
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.
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.
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
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&A shall provide the following back-end financial
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.
E. 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.
F. 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.
G. Risk Management Services
1. Provide risk management services to FGWL and assist FGWL in obtaining
any necessary or requested corporate insurance coverages.
H. Audit Services
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.
I. 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.
J. 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.
K. 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.
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.
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 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.
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.
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.
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.
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.
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.
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. 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.
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.
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.
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 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.
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.
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 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.
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
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 bank lockbox deposits to applications
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.
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.
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.
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.
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.
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.
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
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
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
CBPo84869C 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-000-6787-5872 Allenz Insurance Company of Canada $15,000,000
All amounts are in Canadian dollars.
