THE REGISTRANT HAS APPLIED FOR CONFIDENTIAL TREATMENT OF CERTAIN TERMS IN THIS
EXHIBIT WITH THE SECURITIES AND EXCHANGE COMMISSION. THE CONFIDENTIAL PORTIONS
OF THIS EXHIBIT ARE MARKED WITH AN ASTERISK [*] AND HAVE BEEN OMITTED. THE
OMITTED PORTIONS OF THIS EXHIBIT WILL BE FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.
VARIABLE ANNUITY GEM REINSURANCE AGREEMENT
Between
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
(Hereinafter called the "CEDING COMPANY")
Boston, Massachusetts
and
ACE TEMPEST LIFE REINSURANCE LTD.
(Hereinafter called the "REINSURER")
Xxxxxxxx, Bermuda
Manufacturers Life and ACE Tempest Re GEM
1
TABLE OF CONTENTS
ARTICLE PAGE
------- ----
Access to Records IX 12
Arbitration XIV 15
Automatic Provisions IV 7
Currency XI 13
Definitions I 3
Effective Date, Term, and Termination III 5
Hold Harmless XV 16
Insolvency XII 14
Litigation VIII 11
Miscellaneous XVII 17
Negotiation XIII 14
Notices XVIII 18
Offset XVI 17
Parties to the Agreement II 5
Premium Accounting V 8
Reinsurance Claim Settlement VI 9
Reserves VII 9
Unintentional Errors, Misunderstandings,
Or Omissions X 13
SCHEDULES
A Description of Enhanced Death Benefit Rider (GEM)
B-1 CONTRACT TYPES Subject to this Reinsurance Agreement
B-2 Investment Funds Subject to this Reinsurance Agreement
C-1 Limits and Rules of the CEDING COMPANY
C-2 Limits and Rules of the REINSURER
D REINSURANCE PREMIUM RATES by CONTRACT TYPE
E DOLLAR CLAIM LIMIT RATE
F REINSURER Quota Share of Risk
G CEDING COMPANY Reporting Format and Data Requirements
H Surplus Position of the REINSURER
Manufacturers Life and ACE Tempest Re GEM
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ARTICLE I - DEFINITIONS
A. DURATION OF AGREEMENT
EFFECTIVE DATE means July 1, 2002
BUSINESS DAY means any day that securities are traded on the New York Stock
Exchange
MONTHLY VALUATION DATE means the last BUSINESS DAY of each month
REINSURANCE TERM means 25 years measured from the MONTHLY VALUATION DATE
following each contract's inclusion in this Agreement
TERMINATION DATE means the end of REINSURANCE TERM for the last contract
accepted under this Agreement
B. CONTRACT DEFINITIONS:
VARIABLE ANNUITY CONTRACT means a written annuity contract (or group annuity
certificate) issued by the CEDING COMPANY to a contract owner in accordance with
which CEDING COMPANY agrees to provide specified benefits in accordance with
specified terms and conditions
ACTIVE CONTRACT means a VARIABLE ANNUITY CONTRACT that remains in effect and has
not terminated due to death, lapse, surrender or some other valid contingency
and has not been annualized, and has elected the optional rider benefits shown
in Schedules A and B-1
RETAIL ANNUITY PREMIUMS means contributions made to the VARIABLE ANNUITY
CONTRACT on behalf of the contract owner, commonly referred to as purchase
payments, premiums, or deposits
CONTRACT TYPE means one of the VARIABLE ANNUITY CONTRACT forms specified in
Schedule B-1
INSURED LIFE means the owner (including any certificate owner), or if the owner
is a non-natural person, the annuitant of each VARIABLE ANNUITY CONTRACT
ACCOUNT VALUE means, for each ACTIVE CONTRACT, the sum of the invested assets in
the investment funds shown in Schedule B-2
C. REINSURANCE PREMIUM DEFINITIONS
REINSURED ACCOUNT VALUE means the ACCOUNT VALUE times the REINSURER's quota
share of risk, as shown in Schedule F
Manufacturers Life and ACE Tempest Re GEM
3
AGGREGATE MONTHLY ACCOUNT VALUE means the sum of the REINSURED ACCOUNT VALUE for
each ACTIVE CONTRACT, calculated on each MONTHLY VALUATION DATE, for each
CONTRACT TYPE
REINSURANCE PREMIUM RATE means the numerical value provided in Schedule D, for
each CONTRACT TYPE
MONTHLY REINSURANCE PREMIUM means the sum of the REINSURANCE PREMIUM RATE times
the AGGREGATE MONTHLY ACCOUNT VALUE for each CONTRACT TYPE calculated on each
MONTHLY VALUATION DATE
REINSURANCE PREMIUM DUE DATE means the MONTHLY VALUATION DATE
REMITTANCE DATE means the last BUSINESS DAY of the calendar month following the
REINSURANCE PREMIUM DUE DATE
D. REINSURANCE CLAIM DEFINITIONS:
NET AMOUNT AT RISK means, for each ACTIVE CONTRACT, the CEDING COMPANY's
required excess payment for the Enhanced Death Benefit Rider, as described in
Schedule A, upon death of the INSURED LIFE
REINSURED NET AMOUNT AT RISK means, for each ACTIVE CONTRACT, the NET AMOUNT AT
RISK multiplied by the REINSURER's quota share of risk as shown in Schedule F
REINSURED CLAIM means the REINSURED NET AMOUNT AT RISK on the date that the
CEDING COMPANY receives due proof of death and all required claim forms
REIMBURSEMENT DATE means the last BUSINESS DAY of the calendar month following
the date the REINSURER receives a request for claim reimbursement from the
CEDING COMPANY
AGGREGATE REINSURED CLAIM means the sum of all REINSURED CLAIMS calculated on
each MONTHLY VALUATION DATE
DOLLAR CLAIM LIMIT RATE means a numerical value provided in Schedule E for each
CONTRACT TYPE
AGGREGATE DOLLAR CLAIM LIMIT means the sum of the DOLLAR CLAIM LIMIT RATE times
the RETAIL ANNUITY PREMIUMS attributable to each CONTRACT TYPE times the
REINSURER'S quota share of risk as shown in Schedule F, as calculated on each
MONTHLY VALUATION DATE
Manufacturers Life and ACE Tempest Re GEM
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ARTICLE II - PARTIES TO THE AGREEMENT
This Agreement shall be binding upon and shall inure solely to the benefit of
the CEDING COMPANY and the REINSURER. This Agreement shall not and is not
intended to create any legal relationship, or confer any rights and obligations
between the REINSURER and any third party, including without limitation,
annuitants, contract owners, certificate owners, beneficiaries, applicants or
assignees under any ACTIVE CONTRACT
ARTICLE III - EFFECTIVE DATE, TERM AND TERMINATION
A. The Agreement covers VARIABLE ANNUITY CONTRACTS issued by the CEDING
COMPANY that:
(i) are among the CONTRACT TYPES identified by form in Schedule B-1;
(ii) have accounts invested in the investment funds listed in Schedule B-2;
(iii) are issued on and after the EFFECTIVE DATE and prior to the date this
Agreement terminates;
(iv) are issued within the limits and rules described in Schedule C-1;
(v) are in compliance with all of the other terms and provisions of this
Agreement; and
(vi) are ACTIVE CONTRACTS
B. This Agreement will cease to cover new VARIABLE ANNUITY CONTRACTS issued by
the CEDING COMPANY on the earlier of (i) December 31, 2004 or (ii) the date
that cumulative RETAIL ANNUITY PREMIUMS exceed the limits provided in
Schedule C-2, paragraph 3. RETAIL ANNUITY PREMIUMS paid on an ACTIVE
CONTRACT subsequent to the date this Agreement ceases to cover new VARIABLE
ANNUITY CONTRACTS are unaffected by the limits provided in Schedule C-2,
paragraph 3.
C. This Agreement will terminate with respect to each ACTIVE CONTRACT subject
to it, as of the last day of the REINSURANCE TERM for each ACTIVE CONTRACT.
D. The CEDING COMPANY shall have the option of terminating this Agreement for
new VARIABLE ANNUITY CONTRACTS, existing VARIABLE ANNUITY CONTRACTS, or
both, with ninety (90) days written notice to the REINSURER, after the
occurrence of any of the following:
1. The REINSURER's Standard and Poor's Claim Paying Rating is reduced to
a "BBB" or lower. The REINSURER must report any adverse change in its
Standard and Poor's Claim Paying Rating to the CEDING COMPANY within
fifteen (15) days of the change. Any notice of termination given by
the CEDING COMPANY enabled by
Manufacturers Life and ACE Tempest Re GEM
5
such rating reduction shall be deemed withdrawn if the REINSURERS's
Standard and Poor's Rating is restored to a level higher than "BBB"
during the 90 day notice period;
2. An order appointing a receiver, conservator or trustee for management
of the REINSURER is entered or a proceeding is commenced for
rehabilitation, liquidation, supervision or conservation of the
REINSURER.
3. The REINSURER's U.S. GAAP surplus position is reduced to 70% or less
of the value of its U.S. GAAP surplus position as of December 31,
2001. The REINSURER must report such a reduction within fifteen (15)
days after it occurs. The REINSURER's surplus position as of December
31, 2001 is provided in Schedule H. Any notice of termination given by
the CEDING COMPANY enabled by such surplus reduction shall be deemed
withdrawn if the REINSURER's U.S. GAAP surplus position is restored to
a level higher than 70% of its U.S. GAAP surplus position as of
December 31, 2001 during the 90 day notice period.
E. The REINSURER shall have the option of terminating this Agreement for new
VARIABLE ANNUITY CONTRACTS, existing VARIABLE ANNUITY CONTRACTS or both
with ninety (90) days written notice to the CEDING COMPANY after the
occurrence of any of the following:
1. The CEDING COMPANY fails to provide timely submissions of data in
accordance with Schedule G. The REINSURER must provide CEDING COMPANY
with Notice of Termination, identifying whether new business, existing
business or both will be subject to termination. If, during the ninety
(90) days following this notification, the REINSURER receives all data
submissions in arrears, the notice of termination shall be deemed
withdrawn.
2. The CEDING COMPANY fails to pay premium on or before the REMITTANCE
DATE. In the event that the premiums are not paid by the REMITTANCE
DATE, the REINSURER shall have the right to terminate this Agreement
by giving ninety (90) days written notice of termination to the CEDING
COMPANY. If all premiums in default and interest in accordance with
Article III, paragraph F are received by the REINSURER within the
ninety (90) day time period, this Agreement will remain in effect and
the notice of termination shall be deemed withdrawn. If Premiums
remain in default as of the close of the last day of this ninety (90)
day notice period, the REINSURER's liability for all risks reinsured
associated with the defaulted premiums under this Agreement will
terminate.
F. Except as otherwise provided herein, upon termination of this Agreement for
existing business, the REINSURER shall have no reinsurance liability with
respect to any VARIABLE ANNUITY CONTRACT. Notwithstanding termination of
reinsurance as provided herein, the CEDING COMPANY shall continue to be
liable to the REINSURER for all unpaid reinsurance premiums earned by the
REINSURER under this Agreement. Such premiums are subject to a daily
interest charge from the REMITTANCE DATE until the date paid. The daily
interest rate is equal to [*] times the sum of (1) [*]
Manufacturers Life and ACE Tempest Re GEM
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[*], and (2) [*].
ARTICLE IV - AUTOMATIC PROVISIONS
A. Subject to Article III, on or after the EFFECTIVE DATE of this Agreement,
the CEDING COMPANY shall cede and the REINSURER shall accept the ACTIVE
CONTRACTS that are covered by this Agreement.
B. This Agreement covers only the liability for REINSURED CLAIMS paid under
VARIABLE ANNUITY CONTRACT forms or benefit rider forms where such forms
were reviewed by the REINSURER prior to their issuance. These benefit rider
forms or contract forms, as supplemented by additional materials, are
listed on Schedule B-1. If the CEDING COMPANY intends to cede to the
REINSURER a liability with respect to a new or revised contract form or
benefit rider form, it must provide written notice to the REINSURER of such
intention together with a copy of the new or revised contract form or rider
form, and a revised Schedule B-1. The REINSURER will approve or disapprove
any new or materially revised contract forms or benefit rider form within
fifteen (15) working days of the date it receives notification and a copy
thereof. A revision shall be considered material if it increases the risk
to the REINSURER Such forms are deemed disapproved unless the REINSURER's
written approval is submitted within such time period. The effective date
of reinsurance hereunder shall be the date of the REINSURER's approval, or
such other earlier date as designated by the REINSURER. If such forms are
disapproved, or a mutually satisfactory agreement cannot be reached between
the CEDING COMPANY and the REINSURER regarding revised terms for this
Agreement, the CEDING COMPANY shall have the right of immediate termination
of this Agreement for new business only. The CEDING COMPANY shall provide
the REINSURER with written notification of its intent to terminate. The
date of termination shall be the date (that the new or revised contract
forms would have become effective.
C. This Agreement covers only the liability for REINSURED CLAIMS paid under
VARIABLE ANNUITY CONTRACTS invested in Variable and Fixed investment funds
listed on Schedule B-2. If the CEDING COMPANY intends to cede to the
REINSURER a liability with respect to a new or revised investment fund it
must provide written notice to the REINSURER of such intention together
with a copy of the new or revised investment fund, and a revised Schedule
B-2, within thirty (30) days of the fund's initial availability. The CEDING
COMPANY may add new or revise investment funds without the REINSURER's
approval. The effective date of reinsurance hereunder shall be the date the
REINSURER receives notice of the new or revised fund, or such other earlier
date as designated by the REINSURER.
D. The CEDING COMPANY intends to take steps necessary to ensure that each
variable investment option is qualified as a regulated investment company
under Subchapter M of the Internal Revenue Code and believes that each
variable investment option will so qualify. The CEDING COMPANY also intends
that each variable investment option meet the additional diversification
requirements that are applicable to insurance company separate
Manufacturers Life and ACE Tempest Re GEM
7
accounts under Subchapter L of the Internal Revenue Code.
E. If a variable investment option fails to qualify under Subchapter L or
Subchapter M of the Internal Revenue Code and the CEDING COMPANY does not
take appropriate steps, directly or indirectly, to bring (The variable
investment option in compliance with these regulations, the REINSURER's
liability with respect to the variable investment option can be terminated,
with 180 days written notice to the CEDING COMPANY. The REINSURER's
liability with respect to any variable investment option will be determined
by multiplying the NET AMOUNT AT RISK times the REINSURER's quota share of
risk as shown in Schedule F by the proportion of the RETAIL ANNUITY
PREMIUMS allocated to the variable investment option to the total RETAIL
ANNUITY PREMIUMS. If the REINSURER's liability is terminated with respect
to any variable investment option, the MONTHLY REINSURANCE PREMIUM will be
calculated ignoring any investment in said variable investment option.
Furthermore, subsequent transfers from any variable subaccount that is not
in compliance with these regulations, to any fixed account option or
variable subaccount that is in compliance with these regulations, will be
considered a subsequent RETAIL ANNUITY PREMIUM for the purposes of this
Agreement.
F. If the CEDING COMPANY directly or indirectly brings the variable investment
option in compliance with Subchapter M or Subchapter L either within the
180-day notice period or after (The 180-day notice period, the REINSURER's
liability in respect to such variable investment option will be reinstated
from the date the variable investment option qualities with the regulation.
The MONTHLY REINSURANCE PREMIUM will be determined using any investment in
the variable investment account, beginning with investments as of the date
(the variable investment account qualifies with the regulation.
G. The issue age limits and the total RETAIL ANNUITY PREMIUMS per life must
fall within the automatic limits as shown in Schedule C-1, unless an
exception is permitted by mutual written agreement. The CEDING COMPANY
shall provide written notice to the REINSURER of any changes in its
published limits and rules identified on Schedule C-1, and the REINSURER
shall have no liability pursuant to revised limits and rules unless and
until the REINSURER provides written notice to the CEDING COMPANY, within
fifteen (15) working days from the date they receive notification, that
such revised limits and rules are acceptable.
ARTICLE V - PREMIUM ACCOUNTING
A. On or before the REMITTANCE DATE, the CEDING COMPANY shall forward to the
REINSURER its statement of account and data requirements as set forth in
Schedule G together with its remittance for the MONTHLY REINSURANCE PREMIUM
as shown therein as well as any premium adjustments from the prior period.
B. If MONTHLY REINSURANCE PREMIUMS are not paid by the REMITTANCE DATE,
interest in accordance with Article III, paragraph F will be assessed from
the REMITTANCE DATE.
Manufacturers Life and ACE Tempest Re GEM
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C. If the amounts due cannot be determined by the REMITTANCE DATE, CEDING
COMPANY shall have ninety (90) days to determine the appropriate premium
and remit with interest in accordance with Article III, paragraph F.
ARTICLE VI - REINSURANCE CLAIM SETTLEMENT
A. The REINSURER shall not be responsible for any obligation of the CEDING
COMPANY to any party under any VARIABLE ANNUITY CONTRACTS issued by the
CEDING COMPANY under any VARIABLE ANNUITY CONTRACT forms and benefit rider
forms. including those Identified on Schedule X-x
X. On or before the REMITTANCE DATE, the CEDING COMPANY shall forward to the
REINSURER its statement of account and data requirements as set forth in
Schedule G, together with its request for reimbursement for REINSURED
CLAIMS as shown therein. In no case shall the AGGREGATE REINSURED CLAIMS
exceed the AGGREGATE DOLLAR CLAIM LIMIT. If necessary, the request for
reimbursement for REINSURED CLAIMS shall be reduced so that AGGREGATE
REINSURED CLAIMS do not exceed the AGGREGATE DOLLAR CLAIM LIMIT. If
requested by the REINSURER, the CEDING COMPANY shall provide the REINSURER
with proof of claim, proof of claim payment and any other claim
documentation identified by the REINSURER, in accordance with Schedule G.
C. If REINSURED CLAIMS are not paid by the REIMBURSEMENT DATE, interest in
accordance with Article III, paragraph F will be assessed from the
REIMBURSEMENT DATE.
D. A final statement of accounts prepared by the CEDING COMPANY a due sixty
(60) days after the TERMINATION DATE On or before this date, the CEDING
COMPANY shall forward to the REINSURER its final statement of account,
which shall be in the form of the Monthly Statement of Account as set forth
in Schedule G.
E. The CEDING COMPANY shall have six (6) months after the TERMINATION DATE to
submit to the REINSURER an amended final statement of account Any amounts
owed by either the CEDING COMPANY or the REINSURER, based on the amended
final statement of account, must be paid within thirty (30) days of receipt
of the amended final statement. If the amount owed is not paid within
thirty (30) days of receiving the statement of account, the amount owed is
subject to on interest charge in accordance with Article III. Paragraph F
ARTICLE VII - RESERVES
A. The reserve held by the REINSURER for reinsurance of the variable annuity
enhanced death benefit rider (GEM) will be determined in accordance with
the current applicable NAIC Actuarial Guidelines, with reasonable
adjustments for the claim limits and other provisions
Manufacturers Life and ACE Tempest Re GEM
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of this Agreement.
B. It is the intention of both the REINSURER and the CEDING COMPANY that the
CEDING COMPANY qualifies for reinsurance credit in the state of Michigan
for reinsurance ceded hereunder. As a non-authorized reinsurer in Michigan,
the REINSURER will comply with Michigan Insurance Law relating to
reinsurance credit for non-authorized reinsurers, as promulgated in
Michigan's statutes on the effective date of this Agreement
C. Provision for the credit for statutory reserves held by the REINSURER is
satisfied if either
1. the funds in a trust, subject to withdrawal solely by, and under
the exclusive control of the CEDING COMPANY, held in a qualified
United states financial institution, as defined below, are at
least as great as the credit for statutory reserve.
2. cash or marketable securities are transferred to the CEDING
COMPANY in an amount at least as great as the credit for
statutory reserve.
3. clean, irrevocable, unconditional letters of credit, issued or
confirmed by a qualified United States financial institutions,
in an amount at least as the credit for statutory reserve,
meeting applicable standards of issuer acceptability as of the
dates of their issuance.
4. a combination of (1), (2) and (3), such that the sum is at least
as great as the credit for statutory reserve.
D. A qualified United States financial institution means an institution that
meets either subdivision (1) or (2):
1. Is organized, or in the case of a United States office of a
foreign banking organization, is licensed, under the laws of the
United States or any state in the United States, is regulated,
supervised, and examined by federal or state authorities having
regulatory authority over banks and trust companies, and has been
determined by the insurance commissioner of Michigan to meet such
standards of financial condition and standing as are considered
necessary and appropriate to regulate the quality of financial
institutions whose letters of credit will be acceptable to the
insurance commissioner of Michigan.
2. For those institutions that are eligible to act as a fiduciary of
a trust, is organized, or in the case of a United States branch
or agency office of a foreign banking organization, is licensed,
under the laws of the United States or any state in the United
States, has been granted authority to operate with fiduciary
powers, and is regulated, supervised, and examined by federal or
state authorities having regulatory authority over banks and
trust companies.
E. If the credit for statutory reserve is less than $500,000, the REINSURER is
not required to make provision for the credit for statutory reserve
Manufacturers Life and ACE Tempest Re GEM
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ARTICLE VIII - LITIGATION
In the event of any action brought against the CEDING COMPANY under any VARIABLE
ANNUITY CONTRACT that is subject to the terms and conditions of this Agreement,
the CEDING COMPANY shall provide a copy of such action and written notice of
such action within thirty (30) business days to the REINSURER.
Manufacturers Life and ACE Tempest Re GEM
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ARTICLE IX - ACCESS TO RECORDS
A. The REINSURER, or its duly authorized representative, shall have access at
any reasonable time during regular business hours, to all records of the
CEDING COMPANY that reasonably pertain to this Agreement, including the
right to photocopy and retain copies of such documents. The REINSURER shall
not have access to the CEDING COMPANY's pricing or profitability analysis
or risk management guidelines. Books and records shall be maintained in
accordance with prudent standards of insurance company record keeping and
must be retained for a period of at least three (3) years after the final
settlement date. Within one hundred and fifty (150) days following the end
of each calendar year, the CEDING COMPANY and the REINSURER shall provide
each other with copies of their respective audited financial statements.
B. The CEDING COMPANY, or its duly authorized representative, shall have
access at any reasonable time during regular business hours, to the
REINSURER's books and records of premium and loss accounts and to the
REINSURER's copy of this Agreement between the CEDING COMPANY and the
REINSURER. Such books and records shall be maintained in accordance with
prudent standards of reinsurance company record keeping and must be
retained for a period of at least three (3) years after the final
settlement date. Notwithstanding any other provision in this Agreement, for
any breach of the obligations in this paragraph, the CEDING COMPANY's sole
remedy shall be a claim for damages as caused solely by the REINSURER's
failure or inability perform its obligations under this paragraph.
C. Upon reasonable notice, each party agrees to cooperate with the other in
complying with any judicial, litigation, arbitration, or regulatory request
or inquiry.
D. The CEDING COMPANY and the REINSURER may come into the possession or
knowledge of Confidential Information of the other in fulfilling
obligations under this Agreement. Each party agrees to hold such
Confidential Information in the strictest confidence and to take all
reasonable steps to ensure that such Confidential Information is not
disclosed in any form by any means by each of them or by any of its
employees to third parties of any kind, other than attorneys, accountants,
reinsurance intermediaries, consultants or retrocessionaires having an
interest in such information, except by advance written authorization by an
officer of the authorizing party; provided, however, that either party will
be deemed to have satisfied its obligations as to the Confidential
Information by protecting its confidentiality in the same manner that the
party protects its own proprietary or Confidential Information of like kind
which shall be at least a reasonable manner. Subject to the exclusion
provided in Paragraph E. below, "Confidential Information" means:
(1) any information or knowledge about each party's products,
processes, services, finances, customers, research, computer
programs, marketing and business plans, and/or claims management
practices; and
(2) any medical or other personal, individually identifiable
information about people or business entities with whom each
party does business, including customers, prospective customers,
vendors, suppliers, individuals covered by insurance plan, and
each party's producers and employees; and
Manufacturers Life and ACE Tempest Re GEM
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(3) records provided pursuant to Paragraphs A, B, and C, above.
E. Notwithstanding the definition of "Confidential Information" provided in
Paragraph D, above, Confidential Information does not include information
that:
(1) is generally available to or known by the public; or
(2) is disclosed pursuant to written authorization of an officer of
the non-disclosing party; or
(3) is disclosed pursuant to operation of law (including without
limitation the lawful requirement of a governmental agency),
provided (a) the non-disclosing party is given reasonable prior
notice to enable it to seek a protective order, and (b) the
disclosing party discloses only that information which, in the
reasonable judgment of its counsel, is required to be disclosed;
or
(4) has been lawfully obtained or developed by either party (a)
independently or from any source other than the other party
(provided that such source is not bound by a duty of
confidentiality to such other party), and (b) not in violation of
this Agreement.
F. If either the CEDING COMPANY or the REINSURER discloses Confidential
information to interested parties such as, but not limited to, attorneys,
accountants, reinsurance intermediaries, consultants or retrocessionaires
having an interest in such information, such interested parties shall also
be bound by this Article's provisions on disclosing Confidential
Information. The CEDING COMPANY or the REINSURER must inform the interested
party of the provisions of this Article and agree to ensure that the
interested parties honor the provisions.
G. This Article expires 3 years after the TERMINATION DATE.
ARTICLE X - UNINTENTIONAL ERRORS, MISUNDERSTANDINGS OR OMISSIONS
It is expressly understood and agreed that if failure to comply with any terms
of this Agreement is hereby shown to be the result of an unintentional error,
misunderstanding or omission, on the part of either the CEDING COMPANY or the
REINSURER, both the CEDING COMPANY and the REINSURER, will be restored to the
position they would have occupied, had no such error, misunderstanding or
omission occurred, subject always to the correction of the error,
misunderstanding or omission.
ARTICLE XI - CURRENCY
All retentions and limits hereunder, and all monetary data elements as described
in Schedule G, are expressed in United States dollars and all premium and claim
payments shall be made in United States dollars.
Manufacturers Life and ACE Tempest Re GEM
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ARTICLE XII - INSOLVENCY
A. In the event of insolvency of the CEDING COMPANY, all reinsurance under
this Agreement will be payable directly by the REINSURER to the CEDING
COMPANY or to its liquidator, receiver, conservator or statutory Successor
on the basis of the REINSURER's liability to the CEDING COMPANY without
diminution because of the insolvency of the CEDING COMPANY or because the
liquidator, receiver, conservator or statutory successor of the CEDING
COMPANY has failed to pay all or a portion of any claim.
B. In the event of insolvency of the CEDING COMPANY, the liquidator, receiver,
or statutory successor will, within reasonable time after the claim is
filed in the insolvency proceeding give written notice to the REINSURER of
all pending claim against the CEDING COMPANY on any contracts reinsured.
While a claim is pending the REINSURER may investigate and interpose, at
its own expense, in the proceedings where the claim is adjudicated, any
defense or defense that it may deem available to the CEDING COMPANY or its
liquidator, receiver, or statutory successor. The expense incurred by the
REINSURER will be chargeable, subject to court approval against the CEDING
COMPANY as part of the expense of liquidation to the extent of a
proportionate share of the benefit that may accrue to the CEDING COMPANY
solely as a result of the defense undertaken by the REINSURER Where two or
more REINSURERS are participating in the same claim and a majority in
interest elect to interpose a defence or defence to any such claim, the
expense will be apportioned in accordance with the terms of the reinsurance
agreement as though such expense had been incurred by the CEDING COMPANY.
C. In the event of insolvency of the REINSURER, the CEDING COMPANY may
recapture immediately all ceded benefits upon written notice to the
REINSURER, its liquidator, receiver or statutory successor The CEDING
COMPANY shall also have a claim on the REINSURER for any reinsurance credit
amounts including reserves, unearned premiums and other amounts due the
CEDING COMPANY on such reinsurance, at the date of recapture
ARTICLE XIII - NEGOTIATION
A. Within ten (10) days after one of the parties has given the other the first
written notification of a specific dispute, each party will appoint a
designated officer to attempt to resolve the dispute. The officers will
meet at a mutually agreeable location within thirty (30) days of the last
appointment and as often as necessary, in order to gather and furnish the
other with all appropriate and relevant information concerning the dispute.
The officers will discuss the problem and will negotiate in good faith
without the necessity of any formal arbitration proceedings. During the
negotiation process, all reasonable request made by one officer to the
other for information will be honored. The designated officers will decide
the specific format for such discussions.
B. If the officers cannot resolve the dispute within thirty (30) days of their
first meeting the parties will agree to submit the dispute to formal
arbitration, as set forth in Article XIV. However, the parties may agree in
writing to extend the negotiation period for an additional
Manufacturers Life and ACE Tempest Re GEM
14
thirty (30) days.
ARTICLE XIV - ARBITRATION
A. It is the intention of the CEDING COMPANY and the REINSURER that the
customs and practices of the insurance and reinsurance industry will be
given full effect in the operation and interpretation of this Agreement.
The parties agree to act in all things with the highest good faith. If
after the negotiation required by Article XIII, the REINSURER or the CEDING
COMPANY cannot mutually resolve a dispute that arises out of or relates to
this Agreement, the dispute will be decided through arbitration. To
initiate arbitration, either the REINSURER or the CEDING COMPANY will
notify the other party in writing of its desire to arbitrate, stating the
nature of its dispute and the remedy sought. The party to which the notice
is sent will respond to the notification in writing within ten (10) days of
its receipt.
B. Each party shall select an arbitrator within thirty (30) days after the
written request for arbitration. If either party refuses or neglects to
appoint an arbitrator within thirty (30) days after the written request for
arbitration, the other party may appoint the second arbitrator. The two
arbitrators shall select an umpire within thirty (30) days after the
appointment of the second arbitrator. If the two arbitrators fail to agree
on the selection of the umpire within thirty (30) days after the
appointment of the second arbitrator, either party may submit a request to
the American Arbitration Association to select as umpire, subject to the
requirements for such arbitrator set forth below.
C. The arbitrators and the umpire shall be present or former, disinterested
executive officers of life insurance or reinsurance companies other than
the contracting companies or affiliates thereof. The umpire shall preside
at all hearings and meetings of the panel and shall announce the decision
of the panel. The majority vote of the arbitrators and the umpire shall be
the decision of the panel. The decision shall be in writing signed by the
majority in favor thereof.
D. The arbitration panel shall have power to fix all procedural rules for the
holding of the arbitration including discretionary power to make orders as
to matters which it may consider proper in the circumstances of the case
including pleadings, discovery, inspection of documents, examination of
witnesses and any other matter whatsoever relating to the conduct of the
arbitration and may receive and act upon such evidence whether oral or
written strictly admissible or not as it shall in its discretion think fit.
The arbitration panel shall interpret this Agreement as an honorable
engagement rather than merely as a legal obligation and shall make its
decision considering the custom and practice of the applicable insurance
and reinsurance business. The arbitration panel is released from judicial
formalities and shall not be bound by strict rules of procedure and
evidence. Judgment upon the award may be entered in any court having
jurisdiction. The panel is empowered to grant interim relief.
E. The decision of the arbitration panel shall be final and binding on both
parties. The arbitration panel may, at its discretion, award costs and
expenses as it deems appropriate, including, but not limited to, attorneys'
fees, interest and punitive damages. Judgment may
Manufacturers Life and ACE Tempest Re GEM
15
be entered upon the final decision of the arbitration panel in any court of
competent jurisdiction.
F. All meetings and hearings before the arbitration panel shall take place in
Boston, Massachusetts unless some other place is mutually agreed upon by
both parties or ordered by the panel.
G. In the absence of a decision to the contrary by the arbitration panel, each
party shall bear the expense of its own arbitrator and shall jointly and
equally bear with the other party the expense of the umpire and of the
arbitration.
ARTICLE XV - HOLD HARMLESS
A. The REINSURER shall indemnify and hold the CEDING COMPANY harmless from any
and all liability, losses, damages, fines, punitive damages, penalties and
costs, including expenses and attorney's fees, which result from any gross
negligence or willful misconduct of the REINSURER in fulfilling its duties
and obligations under this Agreement or which result from any action that
exceeds its authority under this Agreement.
B. The CEDING COMPANY shall indemnify and hold the REINSURER harmless from any
and all liability, losses, damages, fines, punitive damages, penalties and
costs, including expenses and attorney's fees, which result from any gross
negligence or willful misconduct of the CEDING COMPANY in fulfilling its
duties and obligations under this Agreement or which result from any action
that exceeds its authority under this Agreement.
Manufacturers Life and ACE Tempest Re GEM
16
ARTICLE XVI - OFFSET
Either party shall have, and may exercise at any time the right to offset any
balance or amounts whether on account of premiums, or on account of claims or
otherwise, due from one party to the other under the terms of this Agreement.
ARTICLE XVII - MISCELLANEOUS
A. This Agreement will be binding to the parties and their respective
successors and permitted assignees. This Agreement may not be assigned by
either party without the written consent of the other.
B. The CEDING COMPANY and the REINSURER agree to review this Agreement on an
annual basis. This review would include discussion of results to date,
along with discussions of expanding the reinsurance program for additional
business, and other topics.
C. The REINSURER will pay the CEDING COMPANY a Federal Excise Tax allowance on
each MONTHLY VALUATION DATE equal to the amount of any Federal Excise Tax
paid by the CEDING COMPANY during the prior month, with the prior approval
of the REINSURER, in connection with the annuities reinsured hereunder. The
CEDING COMPANY will be responsible for the timely payment of Federal Excise
Tax and for the filing of all required tax, information returns or filings
with the Internal Revenue Service with respect to this Agreement.
D. This Agreement means the text hereof and all Exhibits, Schedules and
Amendments effected in accordance herewith. The Agreement constitutes the
entire statement of agreement between the parties with regard to the
subject matter hereof. There are no other understandings or agreements
between the parties regarding the contracts reinsured other than as
expressed in this Agreement. Any changes or additions to this Agreement
must be effected by means of a written amendment that has been signed by
both parties.
E. Notwithstanding the termination of this Agreement as provided herein, its
provisions will continue to apply hereunder to the end that all obligations
and liabilities incurred by each party hereunder will be fully performed
and discharged.
F. If any provision of this Agreement should be rendered invalid, illegal or
unenforceable, the parties will renegotiate the Agreement in good faith to
cure such invalid, illegal or unenforceable provision. If such negotiations
are unsuccessful to resolve the matter, then (i) such invalid, illegal or
unenforceable provision will be deleted from the Agreement, (ii) to the
maximum extent permitted by law, such invalidity, illegality or
unenforceability will not affect any other provisions of this Agreement and
(iii) this Agreement will be construed to give effect to the remaining
provisions hereof to carry out its original intent.
Manufacturers Life and ACE Tempest Re GEM
17
ARTICLE XVIII - NOTICES
A. All notices required to be given hereunder shall be in writing and shall be
deemed delivered if personally delivered, sent via reputable overnight
carrier, sent via facsimile with evidence of successful transmission, or
dispatched by certified or registered mail, return receipt requested,
postage prepaid, addressed to the parties as follows.
Chief Financial officer, US Annuities
The Manufacturers Life Insurance Company (U.S.A.)
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000-0000
Phone: (617) 663-300 Fax: (000) 000-0000
Chief Financial officer
ACE Tempest Life Reinsurance Ltd.
Xxx XXX Xxxxxxxx, 00 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00 Xxxxxxx
Xxxxx: (000) 000-0000 Fax: (000) 000-0000
B. Notice shall be deemed given on the date it is received in accordance with
the foregoing. Any party may change the address to which to send notices by
notifying the other party of such change of address in writing.
In witness whereof, the parties hereto have caused this Agreement to be signed
in duplicate on the dates indicated to be effective as of the date specified
above.
ACE Tempest Life Reinsurance, Ltd. Manufacturers Life Insurance Company
(U.S.A.)
By /s/ Xxx Xxxxxxx By /s/ Xxxxx Xxxxxx
---------------------------------- -------------------------------------
Name Xxx Xxxxxxx Name Xxxxx Xxxxxx
Title SVP and Chief Life Officer Title VP & CFO illegible
Date Dec 29, 2003 Date 12/30/03
By /s/ Xxxx Xxxxx By /s/ Xxxxxx X. Xxxxx
---------------------------------- -------------------------------------
Name Xxxx Xxxxx Name Xxxxxx X. Xxxxx
Title AVP and Life Actuary Title Vice President
Date Dec 29, 2003 Date 12/30/03
Manufacturers Life and ACE Tempest Re GEM
18
SCHEDULE A
Description of Enhanced Death Benefit Rider (GEM)
for CONTRACT TYPES listed in Schedule B-1
The Enhanced Death Benefit Rider is completely described in the VARIABLE ANNUITY
CONTACTS or riders, referenced by form number in Schedule B-1.
Manufacturers Life and ACE Tempest Re GEM
19
SCHEDULE B-1
CONTRACT TYPES Subject to this Reinsurance Agreement
Form Issue Date
Number* Policy Description on or after
----------- ----------------------------------------------- -----------
VENTURE.001 Venture 7/1/2002
VENTURE.003 Venture 7/1/2002
VENTURE.005 Venture 7/1/2002
VENTURE.100 Venture III 7/1/2002
END005.02 Venture GMDB pro-rata endorsement 6/2/2003
NSEND.001 Venture Nursing Home Waiver of Surrender Charge 6/2/2003
Rider Forms*
BR010.00 Annual Step GMDB 7/1/2002
BR009.00 GEM 7/1/2002
BR003.00 GRIPII 7/1/2002
BR003.02 GRIPII (JLS 10yr) 1/1/2003
BR010.03 GRIPIII 5/5/2003
* Generic forms referenced above. It is deemed to include all state
variations group certificates variations, and qualified plan endorsements.
Manufacturers Life and ACE Tempest Re GEM
20
SCHEDULE B-2
Investment Funds Subject to this Reinsurance Agreement
Variable Funds
AIM
All Cap Growth Trust
Aggressive Growth Trust
Mid Cap Core Trust
American Funds
American Growth Trust
American International Trust
American Blue Chip Income and Growth Trust
American Growth-Income Trust
CGTC
Diversified Bond Trust
Income & Value Trust
US Large Cap Trust
Small Company Blend Trust
Xxxxx Advisors
Financial Services
Fundamental Value
Deutsche Asset Management
Real Estate Securities
All Cap Core Trust
Dynamic Growth Trust
International Stock Trust
Dreyfus
VIF Mid Cap Stock Portfolio
Socially Responsible Growth Fund
Fidelity
Large Cap Growth Trust
Overseas Trust
Strategic Opportunities Trust
Franklin
Emerging Small Company Trust
Mercury Advisors
Large Cap Value Trust
INVESCO
Telecommunications Trust
Mid Cap Growth Trust
VIF-Utilities Fund Portfolio
Salomon
US Government Securities Trust
Strategic Bond Trust
Special value Trust
High Yield Trust
PIMCO
Global Bond Trust
Total Return Trust
Real Return Bond Trust
Munder
Internet Technologies
Small Cap Opportunities Trust
Manufacturers Advisor Corporation
Pacific Rim Emerging Markets Trust
Money Market Trust
Quantitative Equity Trust
Balanced Trust
Quantitative Mid Cap Trust
Quantitative All Cap Trust
Lifestyle Conservative 280 Trust
Lifestyle Moderate 460 Trust
Lifestyle Balanced 640 Trust
Lifestyle Growth 820 Trust
Lifestyle Aggressive 1000 Trust
International Index Trust
Total Stock Market Index Trust
500 Index Trust
Mid Cap Index Trust
Small Cap Index Trust
MFS
Strategic Growth Trust
Strategic Value Trust
Utilities Trust
Xxx Xxxxxx
Value Trust
T Xxxx Price
Equity Income Trust
Blue Chip Growth Trust
Science & Technology Trust
Small Company Value Trust
Health Sciences Trust
Manufacturers Life and ACE Tempest Re GEM
21
Xxxxxxxx
Capital Appreciation Trust
SG Asset Management
Principal Protection Trust A
Xxxxxxx
Growth and Income Portfolio
Health Sciences Portfolio
International Portfolio
Aggressive Growth Portfolio
21st Century Growth Portfolio
Capital Growth Portfolio
Global Discovery Portfolio
Blue Chip Portfolio
Global Blue Chip
Contrarian Value
Government Securities Portfolio
Growth Portfolio
High Income Portfolio
International Select Equity
Fixed Income Portfolio
Money Market Portfolio
Small Cap Growth Portfolio
Technology Growth Portfolio
Total Return Portfolio
Strategic Income Portfolio
Real Estate Securities Portfolio
Xxxxx American
Balanced Portfolio
Leveraged All Cap Portfolio
Credit Suisse
Emerging Markets Portfolio
Global Post-Venture Capital
Lord Xxxxxx
Mid Cap Value Trust
All Cap Value Trust
UBS Global Asset Management
Global Allocation Trust
Xxxxxx
Global Equity Trust
Mid Cap Opportunities Trust
Xxxxxxxxx
International Value Trust
International Small Cap Trust
Wellington
Growth & Income Trust
Investment Quality Bond Trust
Mid Cap Stock Trust
Natural Resources Trust
SVS
Xxxxx Venture Value
Dreman Financial Services
Dreman High Return Equity
Dreman Small Cap Value
Eagle Focused Large Cap Growth
Focus Value + Growth
Index 500
INVESCO Dynamic Growth
Janus Growth and Income
Janus Growth Opportunities
MFS Strategic Value
Oak Strategic Equity
Xxxxxx Mid Cap Growth
FIXED FUNDS
One Year
Three Year
Five Year
Six Year
Seven Year
DCA Twelve Month
DCA Six Month
Manufacturers Life and ACE Tempest Re GEM
22
SCHEDULE C-1
Limits and Rules of the CEDING COMPANY
1. The CEDING COMPANY will determine the payment for the Enhanced Death
Benefit Rider (GEM) for each VARIABLE ANNUITY CONTRACT within seven (7)
working days of receipt of due proof of death and all required claim forms.
2. The CEDING COMPANY reserves the right to limit cumulative RETAIL ANNUITY
PREMIUMS TO $1,000,000 per VARIABLE ANNUITY CONTRACT.
3. The minimum RETAIL ANNUITY PREMIUM for Venture is $5,000 for non-qualified
contracts and $2,000 for qualified contracts, for Venture III non-qualified
and qualified contracts, $10,000, and for Venture Vision non-qualified and
qualified contracts, $25,000. The CEDING COMPANY reserves the right to
accept policies below the minimums.
4. Valid issue ages for the Enhanced Death Benefit Rider are 0 to 85.
5. Contractholders may, at their sole discretion, elect, revoke or make
changes to their contract within sixty (60) days (hereinafter known as the
60-day window) of the contract issue date. The election or termination of
any optional rider within the 60-day window will be retroactive to date of
issue, and will be covered under this Agreement. All reinsurance premiums
and claims will be trued up accordingly. The CEDING COMPANY will identify
the policies covered under the 60-day window by submitting policyholder
information on a separate data form. The CEDING COMPANY does not plan to
market or develop a program highlighting this 60-day window. (Note: A
maximum of 15% of contracts reported in any month will be covered under the
60-day window for contracts that have passed their statutory free-look
period. There will be no limit for contracts that are still within their
statutory free-look period.)
Manufacturers Life and ACE Tempest Re GEM
23
SCHEDULE C-2
Limits and Rules of the REINSURER
1. The REINSURER's liability cannot be increased as a result of the CEDING
COMPANY's actions with respect to contested claims.
2. The REINSURER will not be liable for extracontractual damages (whether they
constitute Compensatory damages, Statutory penalties, Exemplary or
Punitive damages) which are awarded against the CEDING COMPANY.
3. For the purposes of Article III, paragraph B, the RETAIL ANNUITY PREMIUM
limit is [*], unless extended by mutual agreement.
4. A contract where a spousal continuation occurs will continue to be subject
to this Agreement, provided the Enhanced Death Benefit Rider remains in
force upon such spousal continuation.
5. The CEDING COMPANY must retain a quota share of risk of at least [*] on
contracts issued prior to July 1, 2003 and at least [*] on contracts issued
on or after July 1, 2003.
Manufacturers Life and ACE Tempest Re GEM
24
SCHEDULE D
REINSURANCE PREMIUM RATE by CONTRACT TYPE
The REINSURANCE PREMIUM RATEs, subject to the terms and conditions of this
Agreement, are guaranteed for the REINSURANCE TERM.
CONTRACT TYPE RATE
------------- ---------
Venture [*]
Venture III [*]
Manufacturers Life and ACE Tempest Re GEM
25
SCHEDULE E
DOLLAR CLAIM LIMIT RATE by CONTRACT TYPE
The DOLLAR CLAIM LIMIT RATEs, subject to the terms and conditions of this
Agreement, are guaranteed for the REINSURANCE TERM
CONTRACT TYPE RATE
------------- -----
Venture [*]
Venture III [*]
Manufacturers Life and ACE Tempest Re GEM
26
SCHEDULE F
REINSURER Quota Share of Risk
For each INSURED LIFE with aggregate RETAIL ANNUITY PREMIUM up to $10,000,000,
REINSURED ACCOUNT VALUE and REINSURED NET AMOUNT AT RISK will be equal to
ACCOUNT VALUE or NET AMOUNT AT RISK times the share of risk from the table
below.
For each INSURED LIFE with aggregate RETAIL ANNUITY PREMIUMS in excess of
$10,000,000, where the CEDING COMPANY has not received written approval to
include the amount in excess of $10,000,000 in this Agreement, the following
formulas apply:
REINSURED ACCOUNT VALUE - ACCOUNT VALUE x ($10,000,000/RETAIL ANNUITY PREMIUMS)
x Share of Risk
REINSURED NET AMOUNT AT RISK - NET AMOUNT AT RISK x ($10,000,000/RETAIL ANNUITY
PREMIUMS) x Share of Risk
For each INSURED LIFE with aggregate RETAIL ANNUITY PREMIUMS in excess of
$10,000,000, where the CEDING COMPANY has received written approval to include
the amount in excess of $10,000,000 in this Agreement, REINSURED ACCOUNT VALUE
and REINSURED NET AMOUNT AT RISK will be equal to ACCOUNT VALUE or NET AMOUNT AT
RISK times the share of risk from the table below.
CONTRACT TYPE
Venture
Venture III
Contract Issue Date Share of Risk
------------------- -------------
On or after EFFECTIVE DATE, but prior to 7/1/2003 [*]
On or after 7/1/2003, but prior to the termination of this
Agreement for new VARIABLE ANNUITY CONTRACTS [*]
Manufactures Life and ACE Tempest Re GEM
27
SCHEDULE G
Reporting Format and Data Requirements
MONTHLY REPORTING DATA REQUIREMENTS (PREPARED BY THE CEDING COMPANY)
ACTIVE CONTRACTS ONLY:
INSURED LIFE SSN
Contract Identifier
INSURED LIFE Indicator
Joint Life Indicator
INSURED LIFE Date of Birth
INSURED LIFE Sex
Issue Date
Initial Purchase Payment
Total Purchase Payments
Cumulative Withdrawals
Cumulative Adjusted Withdrawals and/or Base Amount
Account value by subaccount
GEM Benefit Type
Contract Type
GEM Amount
Qualified Status
Termination Indicator (reported in first monthly report following termination)
QUARTERLY REPORTING REQUIREMENTS (PREPARED BY THE REINSURER):
GAAP Surplus position
Standard and Poor's Ratings
ANNUAL REPORTING DATA REQUIREMENTS (PREPARED BY THE CEDING COMPANY)
This includes Monthly Reporting Data Requirements as of the Date of Notification
(the date that death related paperwork is submitted in full), plus the
following:
Date of Death
Date of Notification
Death Benefit Paid
Death Benefit Proceeds in Excess of Account Value
MONTHLY STATEMENT OF ACCOUNT (PREPARED BY THE CEDING COMPANY)
(prepared for each CONTRACT TYPE and in aggregate):
Calculated value of MONTHLY REINSURANCE PREMIUM
Sum of all REINSURED CLAIMS incurred during the month
AGGREGATE REINSURED CLAIMS and AGGREGATE DOLLAR CLAIM LIMIT as of end of month
Manufactures Life and ACE Tempest Re GEM
28
SCHEDULE H
Surplus Position of REINSURER
U.S. GAAP Surplus for the REINSURER as of December 31, 2001: $1,654,810,000 USD
Manufactures Life and ACE Tempest Re GEM
29
AMENDMENT NO. 1
to the
VARIABLE ANNUITY GEM REINSURANCE AGREEMENT
Effective July 1, 2002
Between
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
("CEDING COMPANY")
and
ACE TEMPEST LIFE REINSURANCE LTD.
("REINSURER")
Except as hereinafter specified all terms and conditions of the Variable Annuity
GEM Reinsurance Agreement effective July 1, 2002 between The Manufacturers Life
Insurance Company (U.S.A.), ("Ceding Company") and Ace Tempest Life Reinsurance
Limited ("Reinsurer"), amendments, and addenda attached thereto, shall apply,
and this Amendment is to be attached to and made part of the aforesaid
Agreement.
Effective May 1, 2004, this Amendment is hereby attached to and becomes a part
of the above-described Reinsurance Agreement. It is mutually agreed that:
- The treatment of contracts with riders not specifically mentioned in the
Agreement will be clarified, and
- The subaccounts covered by this Agreement will be updated.
To effect this change, the following provision of this Agreement is hereby
amended:
- Schedule B-1, CONTRACT TYPES Subject to this Reinsurance Agreement, is
hereby replaced by the attached Schedule B-1, and
- Schedule B-2, Subaccounts Subject to this Reinsurance Agreement, is hereby
replaced by the attached Schedule B-2.
This amendment is effective only if fully executed on or before August 31, 2004.
Manufactures Life and ACE Tempest Re GEM
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ Xxxxxx X. Xxxxx Attest: /s/ illegible
--------------------------------- --------------------------------
Title: VP Product Title: VP & CFO
Date: 8/2/04 Date: 8/2/2004
ACE TEMPEST LIFE REINSURANCE LTD.
By: /s/ illegible Attest: /s/ Xxxx Xxxxx
--------------------------------- --------------------------------
Title: SVP and Chief Life Officer Title: AVP and Life Actuary
Date: July 28, 2004 Date: July 28, 2004
Manufactures Life and ACE Tempest Re GEM
SCHEDULE B-1
CONTRACT TYPES subject to this Reinsurance Agreement
All versions of the Variable Annuity Contracts listed below, issued on an
individual or group certificate basis, in any state, which have any version of
of any of the Benefit Riders listed below.
VARIABLE ANNUITY ISSUE DATE ON
CONTRACT FORM VARIABLE ANNUITY CONTRACT NAME OR AFTER
---------------- ----------------------------------------------- -------------
VENTURE.001 Venture 7/1/2002
VENTURE.003 Venture 7/1/2002
VENTURE.005 Venture 7/1/2002
VENTURE.100 Venture III 7/1/2002
BENEFIT RIDER ISSUE DATE ON
FORMS BENEFIT RIDER NAME OR AFTER
---------------- ----------------------------------------------- -------------
BR003.00 GRIP II 7/1/2002
BR003.02 GRIP II with 10yr J&S 1/1/2003
BR10.03 GRIP III 5/5/2003
BR009.00 GEM 7/1/2002
BR010.00 Annual Step 7/1/2002
ENDORSEMENT ISSUE DATE ON
FORM DESCRIPTION OR AFTER
---------------- ----------------------------------------------- -------------
END002.02 Venture III Removes issuer option to substitute 2/25/2003
money market fund for fixed account as default
investment choice
END005.02 Venture Pro Rata GMDB 6/2/2003
ENDVEN03.02 Venture Fixed Account Restriction 1/02/2003
NSED.001 Venture Nursing Home Waiver of Surrender Charge 7/1/2002
END001.02 Venture Restricted Beneficiary In filling
END003.02 Fixed Account Restriction 7/1/2002
ENDJH2005 Name Change to Xxxx Xxxxxxx In filling
Manufactures Life and ACE Tempest Re GEM
QUALIFIED PLAN
ENDORSEMENT ISSUE DATE ON
FORM DESCRIPTION OR AFTER
---------------- ----------------------------------------------- -------------
END.457.00 Deferred Compensation Plan 7/1/2002
Endorsement.001 XXX 7/1/2002
END.SIRA.97 Simple XXX 7/1/2002
END.002.97 ERISA 7/1/2002
END.003.97 Non ERISA 7/1/2002
END.004.97 401 Qualified Plans 7/1/2002
5305-XX XXXX XXX 7/1/2002
ENDRA.003 XXX In Filling
ENDROTH.03 XXXX XXX In Filling
ENDSIMPLE.03 Simple XXX In Filling
ENDE403B.03 ERISA TSA for in force In filling
ENDE403B.04 ERISA TSA for new issues In filling
END401A.03 401 Qualified Plans for in force In filling
END401A.04 401 Qualified Plans for new issues In filling
Manufactures Life and ACE Tempest Re GEM
SCHEDULE B-2
Subaccounts Subjects to this Reinsurance Agreement
Variable Funds
AIM
All Cap Growth Trust
Aggressive Growth Trust
Mid Cap Core Trust
Capital Research Management Co.
American Growth Trust
American International Trust
American Blue Chip Income and Growth Trust
American Growth-Income Trust
CGTC
Diversified
Bond Trust
Income & Value Trust
US Large Cap Trust
Small Company Blend Trust
Xxxxx Advisor
Financial Services
Financial Value
Deutsche Asset management
Real Estate Securities
All Cap Core Trust
Dynamic Growth Trust
International Stock Trust
Lifestyle Conservative 280 Trust
Lifestyle Moderate 460 Trust
Lifestyle Balanced 640 Trust
Lifestyle Growth 820 Trust
Lifestyle Aggressive 1000 Trust
Dreyfus
VIF Mid Cap Stock Portfolio
Socially Responsible Growth Fund
Fidelity
Large Cap Growth Trust
Overseas Trust
Strategic Opportunities Trust
Franklin
Emerging Small Company Trust
Mercury Advisors
Large Cap Value Trust
Great Companies, LLC
The Great Companies - America Trust
INVESCO
VIF - Utilities Fund Portfolio
Salomon
US Government Securities Trust
Strategic Bond Trust
Special Value Trust
High Yield Trust
PIMCO
Global Bond Trust
Total Return Trust
Real Return Bond Trust
VIT All Assets Portfolio
Munder
Small Cap Opportunities Trust
Manufacturers Advisor Corporation
Pacific Rim Trust
Money Market Trust
Quantitative Equity Trust
Balanced Trust
Quantitative Mid cap Trust
Quantitative All cap Trust
International Index Trust
Total Stock Market Index Trust
500 Index Trust
Mid cap Index Trust
Small cap Index Trust
Quantitative Value Trust
Emerging Growth
MFS
Strategic Growth Trust
Strategic Value Trust
Utilities Trust
Manufacturers Life and ACE Tempest Re GEM
Xxx Xxxxxx,
Value Trust
X. Xxxx Price
Equity Income Trust
Blue Chip Growth Trust
Science & Technology Trust
Small Company Value Trust
Health Sciences Trust
Jenison
Capital Appreciation Trust
SG Asset Management
Principal Protection Trust A
Xxxxxxx
21st Century Growth Portfolio
Capital Growth Portfolio
Global Discovery Portfolio
Growth and Income Portfolio
Health Sciences Portfolio
International Portfolio
Aggressive Growth Portfolio
Blue Chip Portfolio
Global Blue Chip
Large Cap Value
Government & Agency Securities Portfolio
Growth Portfolio
High Income Portfolio
International Select Equity
Fixed Income Portfolio
Money Market Portfolio
Small Cap Growth Portfolio
Technology Growth Portfolio
Total Return Portfolio
Strategic Income Portfolio
Real Estate Securities Portfolio
American Century
Small Company
Xxxx Xxxxx
Core Equity
Pzena Investment Management
Classic Value
Sustainable Growth Advisors
US Global Leaders Growth
Xxxx Xxxxxxx Advisors
Strategic Income
State Street Global Advisors
Xxxx Xxxxxxx VST International Index
Xxxxx American
Balanced Portfolio
Leveraged All Cap Portfolio
Credit Suisse
Emerging Markets Portfolio
Global Post-Venture Capital
Lord Xxxxxx
Mid Cap Value Trust
All Cap Value Trust
UBS Global Asset Management
Global Allocation Trust
Xxxxxxxxx
International Value Trust
International Small Cap Trust
Global trust
Wellington
Growth & Income Trust
Investment Quality Bond Trust
Mid Cap Stock Trust
Natural Resources Trust
SVS
Xxxxx Venture Value
Dreman Financial Services
Dreman High Return Equity
Dreman Small Cap Value
Eagle Focused Large Cap Growth
Focus Value + Growth
Index 500
INVESCO Dynamic Growth
Janus Growth and Income
Janus Growth Opportunities
MFS Strategic Value
Oak Strategic Equity
Tumer Mid Cap Growth
Manufacturers Life and ACE Tempest Re GEM
FIXED FUNDS
One Year
Three Year
Five Year
Six Year
Seven Year
DCA Twelve Month
DCA Six Month
Manufacturers Life and ACE Tempest Re GEM
AMENDMENT NO. 2
to the
VARIABLE ANNUITY GEM REINSURANCE AGREEMENT
Effective July 1, 2002
Between
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
("CEDING COMPANY")
and
ACE TEMPEST LIFE REINSURANCE LTD.
("REINSURER")
Except as hereinafter specified all terms and conditions of the Variable Annuity
GEM Reinsurance Agreement effective July 1, 2002 between The Manufacturers Life
Insurance Company (U.S.A.), ("Ceding Company") and Ace Tempest Life Reinsurance
Limited ("Reinsurer"), amendments, and addenda attached thereto, shall apply,
and this Amendment is to be attached to and made part of the aforesaid
Agreement.
Effective August 1, 2004 this Amendment is hereby attached to and becomes a part
of the above-described Reinsurance Agreement. It is mutually agreed that:
- The subaccounts covered by this Agreement will be updated.
To effect this change, the following provision of this Agreement is hereby
amended:
- Schedule B-2, Subaccounts Subject to this Reinsurance Agreement is
hereby replaced by the attached Schedule B-2.
This amendment is effective only if fully executed on or before
January 31, 2005.
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ Xxxxxx X. Xxxxx Attest: /s/ Xxxxx X. Xxxxxx
---------------------------------- --------------------------------
Title: Vice President Title: Vice President
Date: 12/22/04 Date: 12/22/2004
ACE TEMPEST LIFE REINSURANCE LTD.
By: /s/ illegible Attest: /s/ Xxxx Xxxxx
---------------------------------- --------------------------------
Title: SVP and Chief Life Officer Title: VP and Life Actuary
Date: Dec. 15, 2004 Date: Dec 15, 2004
Manufacturers Life and ACE Tempest Re GEM
SCHEDULE B-2
Subaccounts Subject to this Reinsurance Agreement
Variable Funds
AIM
All Cap Growth Trust
Aggressive Growth Trust
Mid Cap Core Trust
Capital Research Management Co.
American Growth Trust
American International Trust
American Blue Chip Income and Growth Trust
American Growth-Income Trust
CGTC
Diversified Bond Trust
Income & Value Trust
US Large Cap Trust
Small Company Blend Trust
Xxxxx Advisors
Financial Services
Fundamental Value
Deutsche Asset Management
Real Estate Securities
All Cap Core Trust
Dynamic Growth Trust
International Stock Trust
Lifestyle Conservative 280 Trust
Lifestyle Moderate 460 Trust
Lifestyle Balanced 640 Trust
Lifestyle Growth 820 Trust
Lifestyle Aggressive 1000 Trust
Dreyfus
VIF Mid Cap Stock Portfolio
Socially Responsible Growth Fund
Fidelity
Large Cap Growth Trust
Overseas Trust
Strategic Opportunities Trust
Franklin
Emerging Small Company Trust
Mercury Advisors
Large Cap Value Trust
Great Companies, LLC
The Great Companies - America Trust
INVESCO
VIF-Utilities Fund Portfolio
Salomon
US Government Securities Trust
Strategic Bond Trust
Special Value Trust
High Yield Trust
PIMCO
Global Bond Trust
Total Return Trust
Real Return Bond Trust
VIT All Asset Portfolio
Munder
Small Cap Opportunities Trust
Manufacturers Advisor Corporation
Pacific Rim Trust
Money Market Trust
Quantitative Equity Trust
Balanced Trust
Quantitative Mid Cap Trust
Quantitative All Cap Trust
International Index Trust
Total Stock Market Index Trust
500 Index Trust
Mid Cap Index Trust
Small Cap Index Trust
Quantitative Value Trust
Emerging Growth
MFS
Strategic Growth Trust
Strategic Value Trust
Utilities Trust
Xxx Xxxxxx
Value Trust
X. Xxxx Price
Equity Income Trust
Blue Chip Growth Trust
Science & Technology Trust
Small Company Value Trust
Health Sciences Trust
Xxxxxxxx
Capital Appreciation Trust
SG Asset Management
Principal Protection Trust A
Manufacturers Life and ACE Tempest Re GEM
Xxxxxxx
21st Century Growth Portfolio
Capital Growth Portfolio
Global Discovery Portfolio
Growth and Income portfolio
Health Sciences Portfolio
International Portfolio
Aggressive Growth Portfolio
Blue chip Portfolio
Global Blue Chip
Large Cap Value
Government & Agency Securities Portfolio
Growth Portfolio
High Income Portfolio
International Select Equity
Fixed Income Portfolio
Money Market Portfolio
Small Cap Growth Portfolio
Technology Growth Portfolio
Total Return Portfolio
Strategic Income Portfolio
Real Estate Securities Portfolio
Conservative Income Strategy Portfolio
Growth & Income Strategy Portfolio
Growth Strategy Portfolio
Income & Growth Strategy Portfolio
Mercury Large Cap Core
Xxxxxxxxx Foreign Value
American Century
Small Company
Xxxx Xxxxx
Core Equity
Pzena Investment Management
Classic Value
Sustainable Growth Advisors
US Global Leaders Growth
Xxxx Xxxxxxx Advisors
Strategic Income
State Street Global Advisors
Xxxx Xxxxxxx VST International Index
Xxxxx American
Balanced Portfolio
Leveraged All Cap Portfolio
Credit Suisse
Emerging Markets Portfolio
Global Post-Venture Capital
Lord Xxxxxx
Mid Cap Value Trust
All Cap Value Trust
UBS Global Asset Management
Global Allocation Trust
Xxxxxxxxx
International Value Trust
International Small Cap Trust
Global Trust
Wellington
Growth & Income Trust
Investment Quality Bond Trust
Mid Cap Stock Trust
Natural Resources Trust
SVS
Xxxxx Venture Value
Dreman Financial Services
Dreman High Return Equity
Dreman Small Cap Value
Eagle Focused Large Cap Growth
Focus Value + Growth
Index 500
INVESCO Dynamic Growth
Janus Growth and Income
Janus Growth Opportunities
MFS Strategic Value
Oak Strategic Equity
Xxxxxx Mid Cap Growth
Manufacturers Life and ACE Tempest Re GEM
FIXED FUNDS
One Year
Three Year
Five Year
Six Year
Seven Year
DCA Twelve Month
DCA Six Month
Manufacturers Life and ACE Tempest Re GEM
AMENDMENT NO. 3
to the
VARIABLE ANNUITY GEM REINSURANCE AGREEMENT
Effective July 1, 2002
Between
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
("CEDING COMPANY")
and
ACE TEMPEST LIFE REINSURANCE LTD.
("REINSURER")
Except as hereinafter specified all terms and conditions of the Variable Annuity
GEM Reinsurance Agreement effective July 1, 2002 between The Manufacturers Life
Insurance Company (U.S.A.), ("Ceding Company") and Ace Tempest Life Reinsurance
Limited ("Reinsurer"), amendments, and addenda attached thereto, shall apply,
and this Amendment is to be attached to and made part of the aforesaid
Agreement.
Effective May 1, 2005, this Amendment is hereby attached to and becomes a part
of the above-described Reinsurance Agreement. It is mutually agreed that:
- The subaccounts covered by this Agreement will be updated.
To effect this change, the following provision of this Agreement is hereby
amended.
- Schedule B-2, Subaccounts Subject to this Reinsurance Agreement, is hereby
replaced by the attached Schedule B-2.
This amendment is effective only if fully executed on or before July 31, 2005.
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ illegible Attest: /s/ Xxxxxx X. Xxxxx
------------------------------- ---------------------------
Title: VP & CFO Title: Vice President
Date: 8/1/05 Date: 8/1/05
ACE TEMPEST LIFE REINSURANCE LTD.
By: /s/ illegible Attest: /s/ Xxxx Xxxxx
------------------------------- ---------------------------
Title: President Title: VP and Life Actuary
Date: July 7, 2005 Date: July 7, 2005
Manufacturers Life and ACE Tempest Re GEM
SCHEDULE B-2
Subaccounts Subject to this Reinsurance Agreement
Variable Funds
AIM
All Cap Growth Trust
Mid Cap Core Trust
V.I. Utilities Fund Portfolio
Capital Research Management Co.
American Growth Trust
American International Trust
American Blue Chip Income and Growth Trust
American Growth-Income Trust
CGTC
Income & Value Trust
US Large Cap Trust
Overseas Equity Trust
Xxxxx Advisors
Financial Services
Fundamental Value
Deutsche Asset Management
Real Estate Securities
All Cap Core Trust
Dynamic Growth Trust
International Stock Trust
Lifestyle Conservative 280 Trust
Lifestyle Moderate 460 Trust
Lifestyle Balanced 640 Trust
Lifestyle Growth 820 Trust
Lifestyle Aggressive 1000 Trust
Dreyfus
VIF Mid Cap Stock Portfolio
Socially Responsible Growth Fund
Fidelity
Large Cap Growth Trust
Strategic Opportunities Trust
Franklin
Emerging Small Company Trust
Mercury Advisors
Large Cap Value Trust
Salomon
US Government Securities Trust
Strategic Bond Trust
Special Value Trust
High Yield Trust
PIMCO
Global Bond Trust
Total Return Trust
Real Return Bond Trust
VIT All Asset Portfolio
Munder
Small Cap Opportunities Trust
MFC Global Investment Management
Pacific Rim Trust
Money Market Trust
Quantitative Mid Cap Trust
Quantitative All Cap Trust
Total Stock Market Index Trust
500 Index Trust
Mid Cap Index Trust
Small Cap Index Trust
Quantitative Value Trust
Emerging Growth
MFS
Strategic Value Trust
Utilities Trust
Xxx Xxxxxx
Value Trust
X. Xxxx Price
Equity Income Trust
Blue Chip Growth Trust
Science & Technology Trust
Small Company Value Trust
Health Sciences Trust
Mid Value Trust
Xxxxxxxx
Capital Appreciation Trust
Manufacturers Life and ACE Tempest Re GEM
Xxxxxxx
Capital Growth Portfolio
Global Discovery Portfolio
Growth and Income Portfolio
Health Sciences Portfolio
International Portfolio
Aggressive Growth Portfolio
Blue Chip Portfolio
Global Blue Chip
Large Cap Value
Government & Agency Securities Portfolio
High Income Portfolio
International Select Equity
Fixed Income Portfolio
Money Market Portfolio
Small Cap Growth Portfolio
Technology Growth Portfolio
Total Return Portfolio
Strategic Income Portfolio
Real Estate Securities Portfolio
Conservative Income Strategy Portfolio
Growth & Income Strategy Portfolio
Growth Strategy Portfolio
Income & Growth Strategy Portfolio
Bond Portfolio
Mercury Large Cap Core
Xxxxxxxxx Foreign Value
American Century
Small Company
Xxxx Xxxxx
Core Equity
Pzena Investment Management
Classic Value
Sustainable Growth Advisors
US Global Leaders Growth
Xxxx Xxxxxxx Advisors
Strategic Income
Declaration/Xxxx Xxxxxxx Advisors
Active Bond
Independence Investment
Small Cap Trust
Xxxxxxx Capital Management
International Opportunities Trust
Xxxxx Capital Management
U.S. High Yield Bond Trust
Core Bond Trust
State Street Global Advisors
International Equity Index Trust
Xxxxx American
Balanced Portfolio
Leveraged All Cap Portfolio
Credit Suisse
Emerging Markets Portfolio
Global Post-Venture Capital
Lord Xxxxxx
Mid Cap Value Trust
All Cap Value Trust
UBS Global Asset Management
Global Allocation Trust
Large Cap Trust
Xxxxxxxxx
International Value Trust
International Small Cap Trust
Global Trust
Wellington
Growth & Income Trust
Investment Quality Bond Trust
Mid Cap Stock Trust
Natural Resources Trust
Small Cap Value Trust
Small Cap Growth Trust
SVS
Xxxxx Venture Value
Dreman Financial Services
Dreman High Return Equity
Dreman Small Cap Value
Index 500
INVESCO Dynamic Growth
Janus Growth and Income
Janus Growth Opportunities
MFS Strategic Value
Oak Strategic Equity
Xxxxxx Mid Cap Growth
Manufacturers Life and ACE Tempest Re GEM
FIXED FUNDS
One Year
Three Year
Five Year
Six Year
Seven Year
DCA Twelve Month
DCA Six Month
Manufacturers Life and ACE Tempest Re GEM
AMENDMENT NO. 4
to the
VARIABLE ANNUITY GEM REINSURANCE AGREEMENT
Effective July 1, 2002
Between
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
("CEDING COMPANY")
and
ACE TEMPEST LIFE REINSURANCE LTD.
("REINSURER")
Except as hereinafter specified all terms and conditions of the Variable Annuity
GEM Reinsurance Agreement effective July 1, 2002 between The Manufacturers Life
Insurance Company (U.S.A.), ("Ceding Company") and Ace Tempest Life Reinsurance
Limited ("Reinsurer"), amendments, and addenda attached thereto, shall apply,
and this Amendment is to be attached to and made part of the aforesaid
Agreement.
Effective August 1, 2005, this Amendment is hereby attached to and becomes a
part of the above-described Reinsurance Agreement. It is mutually agreed that:
- The subaccounts covered by this Agreement will be updated.
To effect this change, the following provision of this Agreement is hereby
amended.
- Schedule B-2, Subaccounts Subject to this Reinsurance Agreement, is hereby
replaced by the attached Schedule B-2.
This amendment is effective only if fully executed on or before January 31,
2006.
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ illegible Attest: /s/ A.M. Teta
-------------------------------- --------------------------------
Title: VP, CFO Title: VP, Product Development
Date: 1/31/06 Date: 1/31/06
ACE TEMPEST LIFE REINSURANCE LTD.
By: /s/ illegible Attest: /s/ Xxxx Xxxxx
-------------------------------- --------------------------------
Title: President Title: VP and Life Actuary
Date: 1/4/06 Date: 1/4/06
Manufacturers Life and ACE Tempest Re GEM
SCHEDULE B-2
SUBACCOUNTS SUBJECT TO THIS REINSURANCE AGREEMENT
VARIABLE FUNDS
AIM
All Cap Growth Trust
Mid Cap Core Trust
V.I. Utilities Fund Portfolio
Xxxxx American
Balanced Portfolio
Leveraged All Cap Portfolio
American Century
Small Company
Capital Research Management CO.
American Blue Chip Income and Growth Trust
American Bond Trust
American Growth-Income Trust
American Growth Trust
American International Trust
CGTC
Income & Value Trust
Overseas Equity Trust
US Large Cap Trust
Credit Suisse
Emerging Markets Portfolio
Global Small Cap Capital
Xxxxx Advisors
Financial Services
Fundamental Value
Declaration/Xxxx Xxxxxxx Advisors
Active Bond
Deutsche Asset Management
All Cap Core Trust
Dynamic Growth Trust
Real Estate Securities
Lifestyle Conservative 280 Trust
Lifestyle Moderate 460 Trust
Lifestyle Balanced 640 Trust
Lifestyle Growth 820 Trust
Lifestyle Aggressive 1000 Trust
Dreyfus
VIF Mid Cap Stock Portfolio
Socially Responsible Growth Fund
Fidelity
Large Cap Growth Trust
Strategic Opportunities Trust
Franklin
Emerging Small Company Trust
Grantham, Mayo, Van Otterloo
Growth & Income Trust
International Stock Trust
Independence Investment
Small Cap Trust
Xxxxxxxx
Capital Appreciation Trust
Xxxx Xxxxxxx Advisors
Strategic Income
Xxxx xxxxx
Core Equity
Lord Xxxxxx
All Cap Value Trust
Mid Cap Value Trust
Xxxxxxx Capital Management
International Opportunities Trust
Mercary Advisors
Large Cap Value Trust
MFC Global Investment Management
500 Index Trust
Emerging Growth
Mid Cap Index Trust
Money Market Trust
Pacific Rim Trust
Quantitative All Cap Trust
Quantitative Mid Cap Trust
Quantitative Value Trust
Small Cap Index Trust
Total Stock Market Index Trust
MFS
Strategic Value Trust
Utilities Trust
Munder
Small Cap Opportunities Trust
PIMCO
Global Bond Trust
Real Return Bond Trust
Total Return Trust
VIT All Asset Portfolio
Manufacturers Life and ACE Tempest Re GEM
Pzena Investment Management
Classic Value
Salomon
High Yield Trust
Special Value Trust
Strategic Bond Trust
US Government Securities Trust
Xxxxxxx
Blue Chip Portfolio
Bond Portfolio
Capital Growth Portfolio
Conservative Income Strategy Portfolio
Equity 500 Index Portfolio
Fixed Income Portfolio
Global Blue Chip
Global Discovery Portfolio
Government & Agency Securities Portfolio
Growth and Income Portfolio
Growth & Income Strategy Portfolio
Growth Strategy Portfolio
Health Sciences Portfolio
High Income Portfolio
Income & Growth Strategy Portfolio
International Portfolio
International Select Equity
Large Cap Value
Mercury Large Cap Core
Mid Cap Growth Portfolio
Money Market Portfolio
Real Estate Securities Portfolio
Salomon Aggressive Growth Portfolio
Small Cap Growth Portfolio
Strategic Income Portfolio
Technology Growth Portfolio
Xxxxxxxxx Foreign Value
Total Return Portfolio
State Street Global Advisors
International Equity Index Trust
Sustainable Growth Advisors
US Global Leaders Growth
SVS
Xxxxx Venture Value
Dreman Financial Services
Dreman High Return Equity
Dreman Small Cap Value
Janus Growth and Income
Janus Growth Opportunities
MFS Strategic Value
Oak Strategic Equity
Xxxxxx Mid Cap Growth
Xxxxxxxxx
Global Trust
International Value Trust
International Small Cap Trust
X. Xxxx Price
Blue Chip Growth Trust
Equity Income Trust
Health Sciences Trust
Mid Value Trust
Science & Technology Trust
Small Company Value Trust
UBS Global Asset Management
Global Allocation Trust
Large Cap Trust
Xxx Xxxxxx
Value Trust
Wellington
Investment Quality Bond Trust
Mid Cap Stock Trust
Natural Resources Trust
Small Cap Growth Trust
Small Cap Value Trust
Xxxxx Capital Management
Core Bond Trust
U.S. High Yield Bond Trust
Manufacturers Life and ACE Tempest Re GEM
FIXED FUNDS
One Year
Three Year
Five Year
Six year
Seven Year
DCA Twelve Month
DCA Six Month
Manufacturers Life and ACE Tempest Re GEM
AMENDMENT NO.5
to the
VARIABLE ANNUITY GEM REINSURANCE AGREEMENT
Effective July 1, 2002
Between
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
("CEDING COMPANY")
and
ACE TEMPEST LIFE REINSURANCE LTD.
("REINSURER")
Except as hereinafter specified all terms and conditions of the Variable Annuity
GEM Reinsurance Agreement effective July 1, 2002 between The Manufacturers Life
Insurance Company (U.S.A.), ("Ceding Company") and Ace Tempest Life Reinsurance
Limited ("Reinsurer"), amendments, and addenda attached thereto, shall apply,
and this Amendment is to be attached to and made part of the aforesaid
agreement.
Effective May 1, 2006, this Amendment is hereby attached to and becomes a part
of the above- described Reinsurance Agreement. It is mutually agreed that:
- The subaccounts covered by this Agreement will be updated.
To effect this change, the following provision of this Agreement is hereby
amended:
- Schedule B-2, Subaccounts Subject to this Reinsurance Agreement, is hereby
replaced by the attached Schedule B-2.
This amendment is effective only if fully executed on or before August 31, 2006.
THE MANUFACTURERS LIFE INSURANCE COMPANY(U.S.A.)
By: /s/ Xxxx XxXxxxxx Attest: /s/ AM Teta
-------------------------------- ---------------------------------
Title: SVP Variable Annuities Title: VP, Product Development
Date: 8/31/06 Date: 8/31/2006
ACE TEMPEST LIFE REINSURANCE LTD.
By: /s/ Xxxx Xxxxx Attest: /s/ illegible
-------------------------------- ---------------------------------
Title: VP and Life Actuary Title: VP & Life Actuary
Date: June 16, 2006 Date: 6/16/06
Manufacturers Life and ACE Tempest Re GEM
SCHEDULE B-2
Subaccounts Subject to this Reinsurance Agreement
Variable Funds
AIM
All Cap Growth Trust
Mid Cap Core Trust
V.I. Utilities Fund Portfolio
Xxxxx American
Balanced Portfolio
Leveraged All Cap Portfolio
American Century
Small Company
Capital Research Management Co.
American Blue Chip Income and Growth Trust
American Board Trust
American Growth-Income Trust
American Growth Trust
American International Trust
CGTC
Income & Value Trust
Overseas Equity Trust
US Large Cap Trust
Credit Suisse
Emerging Markets Portfolio
Global Small Cap Capital
Xxxxx Advisors
Financial Services
Fundamental Value
Deutsche Asset Management
All Cap Core Trust
Dynamic Growth Trust
Real Estate Securities
Lifestyle Conservative Trust
Lifestyle Moderate Trust
Lifestyle Balanced Trust
Lifestyle Growth Trust
Lifestyle Aggressive Trust
Dreyfus
VIF Mid Cap Stock Portfolio
Socially Responsible Growth Fund
Fidelity
Strategic Opportunities Trust
Xxxxxxx Xxxx, Van Otterloo
U.S. Core Trust
International Core Trust
Independence Investment
Small Cap Trust
Xxxxxxxx
Capital Appreciation Trust
Xxxx Xxxxx
Core Equity
Lord Xxxxxx
All Cap Value Trust
Mid Cap Value Trust
Xxxxxxx Capital Management
International Opportunities Trust
Mercury Advisors
Large Cap Value Trust
MFC Global Investment Management
500 Index Trust
Index Allocation Trust
Mid Cap Index Trust
Money Market Trust
Pacific Rim Trust
Quantitative All Cap Trust
Quantitative Mid Cap Trust
Quantitative Value Trust
Small Cap Index Trust
Total Stock Market Index Trust
MES
Strategic Value Trust
Utilities Trust
Munder
Small Cap Opportunities Trust
PIMCO
Global Bond Trust
Real Return Board Trust
Total Return Trust
VIT All Asset Portfolio
Prena Investment Management
Classic Value
RCM Capital Management
Emerging Small Company Trust
Salomon
Special Value Trust
Manufacturers Life and ACE Tempest Re GEM
DWS Xxxxxxx
DWS Blue Chip VIP
DWS Bond VIP
DWS Capital Growth VIP
DWS Conservative Income Allocation VIP
DWS Equity 500 Index VIP
DWS Core Fixed Income VIP
DWS Global Thematic VIP
DWS Global Opportunities VIP
DWS Government & Agency Securities VIP
DWS Growth & Income VIP
DWS Moderate Allocation VIP
DWS Growth Allocation VIP
DWS Health Care VIP
DWS High Income VIP
DWS Conservative Allocations VIP
DWS International VIP
DWS International Select Equity VIP
DWS Large Cap Value VIP
DWS Mercury Large Cap Core VIP
DWS Mid Cap Growth VIP
DWS Money Market VIP
DWS RREEF Real Estate Securities VIP
DWS Salomon Aggressive Growth VIP
DWS Small Cap Growth VIP
DWS Strategic Income VIP
DWS Technology VIP
DWS Xxxxxxxxx Foreign Value VIP
DWS Balanced VIP
Sovereign Asset Management
Active Bond
Emerging Growth
Strategic Income
State Street Global Advisors
International Equity Index Trust
Sustainable Growth Advisors
US Global Leaders Growth
DWS Variable Series
DWS Xxxxx Venture Value
DWS Dreman Financial Services
DWS Dreman High Return Equity
DWS Dreman Small Cap Value
DWS Janus Growth and Income
DWS Janus Growth Opportunities
DWS MFS Strategic Value
DWS Oak Strategic Equity
DWS Xxxxxx Mid Cap Growth
Xxxxxxxxx
Global Trust
International Value Trust
International Small Cap Trust
X. Xxxx Price
Blue Chip Growth Trust
Equity Income Trust
Health Sciences Trust
Mid Value Trust
Science & Technology Trust
Small Company Value Trust
UBS Global Asset Management
Global Allocation Trust
Large Cap Trust
Xxx Xxxxxx
Value Trust
Wellington
Investment Quality Bond Trust
Mid Cap Stock Trust
Natural Resources Trust
Small Cap Growth Trust
Small Cap Value Trust
Xxxxx Capital Management
Core Bond Trust
U.S.High Yield Bond Trust
Western Asset Management
High Yield Trust
Strategic Bond Trust
US Government Securities Trust
Manufacturers Life and ACE Tempest Re GEM
FIXED FUNDS
One Year
Three Year
Five Year
Six Year
Seven Year
DCA Twelve Month
DCA Six Month
Manufacturers Life and ACE Tempest Re GEM
AMENDMENT NO. 6
to the
VARIABLE ANNUITY GEM REINSURANCE AGREEMENT
Effective July 1, 2002
Between
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A)
("CEDING COMPANY")
and
ACE TEMPEST LIFE REINSURANCE LTD.
("REINSURER")
Except as hereinafter specified all terms and conditions of the Variable Annuity
GEM Reinsurance Agreement effective July 1, 2002 between Xxxx Xxxxxxx Life
Insurance Company (U.S.A), ("Ceding Company") and ACE Tempest Life Reinsurance
Limited ("Reinsurer"), amendments, and addenda attached thereto, shall apply,
and this Amendment is to be attached to and made part of the aforesaid
Agreement.
Effective May 1, 2007, this Amendment is hereby attached to and becomes a part
of the above-described Reinsurance Agreement. It is mutually agreed that:
- The subaccounts covered by this Agreement will be updated.
To effect this change, the following provision of this Agreement is hereby
amended:
- Schedule B-2, Subaccounts Subject to this Reinsurance Agreement, is hereby
replaced by the attached Schedule B-2.
This amendment is effective only if fully executed on or before January 31,
2008.
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A)
By: /s/ illegible Attest: /s/ A.M. Teta
-------------------------------- ---------------------------------
Title: illegible Tile: VP, Product Development
Date: 1/31/08 Date: 1/31/08
ACE TEMPEST LIFE REINSURANCE LTD.
By: /s/ Xxxx Xxxxx Attest: /s/ illegible
-------------------------------- ---------------------------------
Title: SVP and Chief Pricing officer Title: AVP and Life Actuary
Date: 12/19/2007 Date: 12/19/2007
Xxxx Xxxxxxx Life and ACE Tempest Re GEM
SCHEDULE B-2
Subaccounts Subject to this Reinsurance Agreement
VARIABLE FUNDS
AIM
All Cap Growth Trust
American Century
Small Company
Black Rock Investment Management
Large Cap Value Trust
Capital Research Management Co.
American Asset Allocation Trust
American Blue Chip Income and Growth Trust
American Bond Trust
American Global Growth Trust
American Global Small Cap Trust
American Global-Income Trust
American Growth Trust
American High-Income Bond Trust
American International Trust
CGTC
Income & Value Trust
Overseas Equity Trust
US Large Cap Trust
ClearBridge Advisors
Special Value Trust
Xxxxx Advisors
Financial Services
Fundamental Value
Declaration Management & Research
Active Bond Trust
Bond Index Trust
Deutsche Asset Management
All Cap Core Trust
Dynamic Growth Trust
Real Estate Securities
Lifestyle Conservative Trust
Lifestyle Moderate Trust
Lifestyle Balanced Trust
Lifestyle Growth Trust
Lifestyle Aggressive Trust
Grantham, Mayo, Van Otterloo
U.S. Core Trust
International Core Trust
Independence Investment
Small Cap Trust
Xxxxxxxx
Capital Appreciation Trust
Xxxx Xxxxx
Core Equity
Lord Xxxxxx
All Cap Value Trust
Mid Cap Value Trust
Xxxxxxx Capital Management
International Opportunities Trust
MFC Global Investment Management
500 Index Trust
Emerging Growth Trust
Index Allocation Trust
Mid Cap Index Trust
Money Market Trust
Pacific Rim Trust
Quantitative All cap Trust
Quantitative Mid Cap Trust
Quantitative Value Trust
Small Cap Index Trust
Strategic Income Trust
Total Stock Market Index Trust
U. S. High Income Trust
MFS
Utilities Trust
Munder
Small Cap Opportunities Trust
PIMCO
All Asset Portfolio
Global Bond Trust
Real Return Bond Trust
Total Return Trust
Pzena Investment Management
Classic Value
RCM Capital Management
Emerging Small Company Trust
DWS Scuddder
DWS Conservative Income Allocation VIP
DWS Equity 500 Index VIP
DWS Core Fixed Income VIP
DWS Moderate Allocation VIP
DWS Growth Allocation VIP
Xxxx Xxxxxxx Life and ACE Tempest Re GEM
State Street Global Advisors
International Equity Index Trust
Sustainable Growth Advisors
US Global Leaders Growth
Xxxxxxxxx
Founding Allocation Trust
Global Trust
International Value Trust
International Small Cap Trust
X. Xxxx Price
Blue Chip Growth Trust
Equity Income Trust
Health Sciences Trust
Mid Value Trust
Science & Technology Trust
Small Company Value Trust
UBS Global Asset Management
Global Allocation Trust
Large Cap Trust
Xxx Xxxxxx.
Value Trust
Wellington
Investment Quality Bond Trust
Mid Cap Intersection Trust
Mid Cap Stock Trust
Natural Resources Trust
Small Cap Growth Trust
Small Cap Value Trust
Xxxxx Capital Management
Core Bond Trust
U.S. High Yield Bond Trust
Western Asset Management
High Yield Trust
Strategic Bond Trust
US Government Securities Trust
Xxxx Xxxxxxx Life and ACE Tempest Re GEM
FIXED FUNDS
One Year
Three Year
Five Year
Six Year
Seven Year
DCA Twelve Month
DCA Six Month
Xxxx Xxxxxxx Life and ACE Tempest Re GEM
