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 GMDB 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 GMDB
1
TABLE OF CONTENTS
ARTICLE PAGE
------- ----
Access to Records XI 15
Arbitration XVI 18
Automatic Provisions IV 9
Currency XIII 16
Definitions I 3
Effective Date, Term, and Termination III 7
Experience Rating VIII 14
Hold Harmless XVII 19
Insolvency XIV 17
Interim Claim Reporting and Security VII 12
Litigation X 14
Miscellaneous XIX 20
Negotiation XV 17
Notices XX 21
Offset XVIII 19
Parties to the Agreement II 6
Premium Accounting V 10
Reinsurance Claim Settlement VI 11
Reserves IX 14
Unintentional Errors, Misunderstandings, or Omissions XII 16
SCHEDULES
A Description of Guaranteed Minimum Death Benefits (GMDBs)
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 and GMDB TYPE
E MONTHLY DEDUCTIBLE RATE by CONTRACT TYPE and GMDB TYPE
F-1 MONTHLY FORMULA CLAIM LIMIT RATE by CONTRACT TYPE & GMDB TYPE
F-2 DOLLAR CLAIM LIMIT RATE by CONTRACT TYPE and GMDB TYPE
G REINSURER Quota Share of Risk
H CEDING COMPANY Reporting Format and Data Requirements
I Surplus Position of the REINSURER
Manufacturers Life and ACE Tempest Re GMDB
2
ARTICLE 1 - DEFINITIONS
A. DURATION OF AGREEMENT:
EFFECTIVE DATE means July 1, 2002
ANNUAL VALUATION DATE means December 31
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 15 years measured from the MONTHLY VALUATION DATE
following each contract's inclusion in the Agreement
TERMINATION DATE means the end of REINSURANCE TERM for the last contract
accepted under this Agreement
ANNUAL VALUATION PERIOD means the period from January 1 until December 31
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
INSURED LIFE means the owner (including any certificate owner), or if the owner
is non-natural person, the annuitant of each VARIABLE ANNUITY CONTRACT
CONTRACT TYPE means one of the VARIABLE ANNUITY CONTRACT forms specified in
Schedule B-1
GMDB TYPE means one of the Guaranteed Minimum Death Benefits specified in the
VARIABLE ANNUITY CONTRACT and described in Schedule A
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
ACCOUNT VALUE means for each ACTIVE CONTRACT, the sum of the invested assets in
the investment funds shown in Schedule B-2
Manufacturers Life and ACE Tempest Re GMDB
3
GMDB AMOUNT means for each ACTIVE CONTRACT, the CEDING COMPANY's minimum
required payment, pursuant to a VARIABLE ANNUITY CONTRACT, on the death of the
INSURED LIFE
EXCLUDED CONTRACT means any Venture or Venture Vision VARIABLE ANNUITY CONTRACT
that (a) is issued prior to 1/1/2003 and has experienced partial withdrawals of
more than [*] of the RETAIL ANNUITY PREMIUMS and has an ACCOUNT VALUE that is
less than [*] of the GMDB AMOUNT, OR (b) has a GMDB AMOUNT that is contractually
set to the ACCOUNT VALUE. Any EXCLUDED CONTRACT shall be treated as such only on
and after the earliest date as of which it satisfies any of the conditions
identified as (a) or (b), above
ACTIVE CONTRACT means a VARIABLE ANNUITY CONTRACT, other than as EXCLUDED
CONTRACT, that remains in effect and has not terminated due to death, lapse,
surrender or some other valid contingency and has not been annuitized
C. REINSURANCE PREMIUM DEFINITIONS:
REINSURED GMDB AMOUNT means the GMDB AMOUNT multiplied by the REINSURER's quota
share of risk, as shown in Schedule G
REINSURED ACCOUNT VALUE means the ACCOUNT VALUE times the REINSURER'S quota
share of risk, as shown in Schedule G
D. REINSURANCE PREMIUM DEFINITIONS:
AGGREGATE MONTHLY GMDB means the sum of each ACTIVE CONTRACT's REINSURED GMDB
AMOUNT, calculated on each MONTHLY VALUATION DATE, for each CONTRACT TYPE and
GMDB TYPE combination
REINSURANCE PREMIUM RATE means the numerical value provided in Schedule D, for
each CONTRACT TYPE and GMDB TYPE
MONTHLY REINSURANCE PREMIUM means the sum of the REINSURANCE PREMIUM RATE times
the REINSURED GMDB AMOUNT for each ACTIVE CONTRACT covered by the Agreement
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
E. REINSURANCE CLAIM DEFINITIONS:
GMDB CLAIM means the excess of the REINSURED GMDB AMOUNT over the REINSURED
ACCOUNT VALUE, if a positive value, on the date that the CEDING COMPANY receives
due proof of death and all required claim forms
Manufacturers Life and ACE Tempest Re GMDB
4
AGGREGATE GMDB CLAIM means the sum of all GMDB CLAIMS calculated on the
TERMINATION DATE
MONTHLY DEDUCTIBLE RATE means a numerical value provided in Schedule E for each
CONTRACT TYPE and GMDB TYPE combination
MONTHLY DEDUCTIBLE means the sum of the MONTHLY DEDUCTIBLE RATE times the
AGGREGATE MONTHLY GMDB for each CONTRACT TYPE and GMDB TYPE combination. The
MONTHLY DEDUCTIBLE is calculated on each MONTHLY VALUATION DATE
AGGREGATE DEDUCTIBLE means the cumulative MONTHLY DEDUCTIBLE over all MONTHLY
VALUATION DATES calculated on the TERMINATION DATE
PRELIMINARY EXCESS CLAIM means the excess, if any, of the AGGREGATE GMDB CLAIM
over the AGGREGATE DEDUCTIBLE
INTERIM CLAIM POSITION means the cumulative GMDB CLAIM less the cumulative
MONTHLY DEDUCTIBLE, measured on each ANNUAL VALUATION DATE prior to the
TERMINATION DATE
MONTHLY ELAPSED RATIO means the number of months that the Agreement has been in
effect divided by 210, where month 1 is July 2002 and month 210 is December
2019, as measured on each MONTHLY VALUATION DATE
F. REINSURANCE CLAIM LIMIT DEFINITIONS:
MONTHLY FORMULA CLAIM LIMIT RATE means a numerical value provided in Schedule
F-1 for each CONTRACT TYPE and GMDB TYPE combination
FORMULA CLAIM LIMIT means the sum of the MONTHLY FORMULA CLAIM LIMIT RATE times
the AGGREGATE MONTHLY GMDB, for each CONTRACT TYPE and GMDB TYPE, as calculated
on each MONTHLY VALUATION DATE
AGGREGATE FORMULA CLAIM LIMIT means the sum of the FORMULA CLAIM LIMITS
calculated on the TERMINATION DATE
DOLLAR CLAIM LIMIT RATE means a value provided in Schedule F-2 for each CONTRACT
TYPE and GMDB TYPE combination
DOLLAR CLAIM LIMIT means the DOLLAR CLAIM LIMIT RATE times the total RETAIL
ANNUITY PREMIUM attributable to each CONTRACT TYPE and GMDB TYPE combination,
times the REINSURER's quota share of risk, as shown in Schedule G
Manufacturers Life and ACE Tempest Re GMDB
5
AGGREGATE DOLLAR CLAIM LIMIT means the sum of the DOLLAR CLAIM LIMITS for each
of the CONTRACT TYPE and GMDB TYPE combinations as calculated on the TERMINATION
DATE
FINAL EXCESS CLAIM means the lesser of the PRELIMINARY EXCESS CLAIMS, the
AGGREGATE FORMULA CLAIM LIMIT, and the AGGREGATE DOLLAR CLAIM LIMIT
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.
Manufacturers Life and ACE Tempest Re GMDB
6
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 the 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 Standard and Poor's Rating to the CEDING
COMPANY within fifteen (15) days of the change; Any notice of
termination given by the CEDING COMPANY enable by such rating
reduction shall be deemed withdrawn if the REINSURER'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 received, 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
Manufacturers Life and ACE Tempest Re GMDB
7
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 I. 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.
4. The REINSURER fails to satisfy the INTERIM CLAIM POSITION in
accordance with Article VII. If the REINSURER satisfies the
INTERIM CLAIM POSITION requirement within ninety (90) days of
written request, the notice of termination shall be deemed
withdrawn.
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 H. 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, the 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 [*] the sum of (1) [*], and (2) [*].
Manufacturers Life and ACE Tempest Re GMDB
8
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 under this Agreement.
B. This Agreement covers only the liability for GMDB 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, 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 they receive 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 REINSURER's approval, or such
other earlier date as designated by REINSURER. If such forms are
disapproved, or a mutually satisfactory agreement cannot be reached between
the REINSURER and the CEDING COMPANY regarding revised terms of 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 GMDB 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 accounts
under Subchapter L of the Internal Revenue code.
Manufacturers Life and ACE Tempest Re GMDB
9
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 REINSURED GMDB AMOUNT 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 amount option or
variable subaccount that is in compliance with these regulations, will be
considered a subsequent RETAIL ANNUITY PREMIUMS 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 qualifies 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 H together with its remittance for the MONTHLY REINSURANCE PREMIUM
as shown therein as well as any premium adjustments from the prior period.
B. If reinsurance premiums are not paid by the REMITTANCE DATE, interest in
accordance with Article III, paragraph F will be assessed from the
REMITTANCE DATE.
C. If the amounts due cannot be determined by the REMITTANCE DATE, the CEDING
COMPANY shall have ninety (90) days to determine the appropriate premium
and remit with interest in accordance with Article III, paragraph F.
Manufacturers Life and ACE Tempest Re GMDB
10
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 B-1.
B. A final statement of accounts prepared by the CEDING COMPANY is due sixty
(60) days after the end of the REINSURANCE TERM is reached by all contracts
covered by this Agreement. On or before this date, the CEDING COMPANY shall
forward to the REINSURER its final statement of account as set forth in
Schedule H. Based on the statement of account, if the FINAL EXCESS CLAIM is
greater than zero, the REINSURER must pay this FINAL EXCESS CLAIM within
thirty (30) days of receiving the statement of accounts. if the FINAL
EXCESS CLAIM is not paid within thirty (30) days of receiving the statement
of account, the FINAL EXCESS CLAIM is subject to an interest charge in
accordance with Article III, paragraph F, assessed beginning thirty (30)
days after receiving the statement of account.
C. 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 an interest charge in accordance with Article III, Paragraph F.
Manufacturers Life and ACE Tempest Re GMDB
11
ARTICLE VII - INTERIM CLAIM REPORTING AND SECURITY
A. If at the end of any ANNUAL VALUATION PERIOD the INTERIM CLAIM POSITION is
a positive value greater than $500,000 the REINSURER must make provision
for the INTERIM CLAIM POSITION within thirty (30) days of receipt of the
CEDING COMPANY's statement of account. Provision for the INTERIM CLAIM
POSITION is satisfied by the REINSURER if either:
1. the funds are in a trust that complies with CEDING COMPANY's
applicable regulations, subject to withdrawal solely by, and
under the exclusive control of the CEDING COMPANY, held in
qualified United States financial institution, as defined below,
are at least as great as the INTERIM CLAIM POSITION as of the
ANNUAL VALUATION DATE;
2. cash or marketable securities are transferred to the CEDING
COMPANY in an amount at least as great as the INTERIM CLAIM
POSITION as of the ANNUAL VALUATION DATE, with the actual
investment earnings on the proceeds split evenly between the
REINSURER and CEDING COMPANY.
3. clean, irrevocable, unconditional letters of credit, in an amount
at least as great as the INTERIM CLAIM POSITION as of the ANNUAL
VALUATION DATE, are issued or confirmed by a qualified United
States financial institution, 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 INTERIM CLAIM POSITION.
B. If on the ANNUAL VALUATION DATE the INTERIM CLAIM POSITION is negative
value, the CEDING COMPANY may, at its sole discretion, make provision for
the INTERIM CLAIM POSITION.
C. If at the end of any ANNUAL VALUATION PERIOD the INTERIM CLAIM POSITION is
a positive value less the $500,001, the REINSURER may, at its sole
discretion, make provision for this INTERIM CLAIM POSITION.
D. If the INTERIM CLAIM POSITION cannot be calculated on a reasonably accurate
basis, no action on the part of the REINSURER will be required, the INTERIM
CLAIM POSITION will be assumed to be a negative value, and the CEDING
COMPANY may, all its sole discretion, make a reasonable approximation of
the proceeds to hold on behalf of the REINSURER. Adjustments will then be
made to reflect the actual INTERIM CLAIM POSITION, within thirty (30) days
of its determination.
E. A qualified United States financial institution means an institution that
meets either subdivision (1) or (2):
Manufacturers Life and ACE Tempest Re GMDB
12
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 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 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.
Manufacturers Life and ACE Tempest Re GMDB
13
ARTICLE VIII - EXPERIENCE RATING
If on the ANNUAL VALUATION DATE, the INTERIM CLAIM POSITION is negative, the
proceeds that the CEDING COMPANY may, at their sole discretion, establish on
behalf of the REINSURER can be reduced based on the Experience Rating mechanism.
The reduction is the greater of the absolute value of A or the absolute value of
B, where:
A = 5 * INTERIM CLAIM POSITION, and
B = MONTHLY ELAPSED RATIO * INTERIM CLAIM POSITION
ARTICLE IX - RESERVES
A. The reserve held by the REINSURER for reinsurance of the variable annuity
death benefit will be determined in accordance with the current applicable
NAIC Actuarial Guidelines, with reasonable adjustments for the claim limits
and other provisions 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,
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 required reserve is in addition to any funds held by the
REINSURER in satisfaction of the INTERIM CLAIM POSITION, as described in
Article VII, and is satisfied by the same conditions described in Article
VII, paragraphs A and E.
ARTICLE X - 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 with thirty (30) business days to the REINSURER.
Manufacturers Life and ACE Tempest Re GMDB
14
ARTICLE XI - 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 to 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 GMDB
15
(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 XII - 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 XIII - CURRENCY
All retentions and limits hereunder, and all monetary data elements as described
in Schedule H, 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 GMDB
16
ARTICLE XIV - INSOLVENCY
A. In the event of insolvency of the CEDING COMPANY, all reinsurance under
this Agreement, including proceeds to satisfy the INTERIM CLAIM POSITION,
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 claims 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 proceeding where the claim is adjudicated, any
defense or defenses 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
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 defense or defenses 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 XV - 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 requests made by one officer to the
other for information will be honored. The designated offices 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 XVI. However, the parties may agree in
writing to extend the negotiation period for an additional thirty (30)
days.
Manufacturers Life and ACE Tempest Re GMDB
17
ARTICLE XVI - 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 XV, 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 an 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 be entered
upon the final decision of the arbitration panel in any court of competent
jurisdiction.
Manufacturers Life and ACE Tempest Re GMDB
18
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 XVII - 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.
ARTICLE XVIII - 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.
Manufacturers Life and ACE Tempest Re GMDB
19
ARTICLE XIX - MISCELLANEOUS
A. This Agreement will be binding to the parties and their respective
successors and permitted assignees. With the exception of funds used to
satisfy the INTERIM CLAIM POSITION, 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 GMDB
20
ARTICLE XX - NOTICES
A. All notices required to be given hereunder shall be in writing and shall be
deemed delivered if personally delivered, sent via facsimile with evidence
of successful transmission sent via reputable overnight carrier, 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: (000) 000-0000 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 X. Xxxxxx
---------------------------------- -------------------------------------
Name Xxx Xxxxxxx Name Xxxxx Xxxxxx
Title SVP and Chief Life Officer Title VP & CFO - Annuities
Date Dec. 18, 2003 Date 12/22/2003
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. 18, 2003 Date 12/22/03
Manufacturers Life and ACE Tempest Re GMDB
21
SCHEDULE A
Description of Guaranteed Minimum Death Benefits (GMDBs) for CONTRACT TYPES
listed in SCHEDULE B-1
The Guaranteed Minimum Death Benefits are completely described in the VARIABLE
ANNUITY CONTRACTS or riders, referenced by form number in Schedule B-1.
Manufacturers Life and ACE Tempest Re GMDB
22
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
VISION.001 Venture Vision 7/1/2002
VISION.002 Venture Vision 7/1/2002
END005.02 Venture GMDB pro-rata endorsement 6/2/2003
END004.02 Vision 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 5/5/5003
* Generic forms referenced above. It is deemed to include all state
variations, group certificates/variations, and qualified plan endorsements
GMDB TYPES subject to this Reinsurance Agreement
Return of Premium (ROP)
Annual Step
5% Rollup
Manufactures Life and ACE Tempest Re GMDB
23
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
CGIC
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 Market 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
X. Xxxx Price
Equity Income Trust
Blue Chip Growth Trust
Science & Technology Trust
Small Company Value Trust
Health Science Trust
Manufacturers Life and ACE Tempest Re GMDB
24
Xxxxxxxx
Capital Appreciation Trust
SG Asset Management
Principal Protection Trust A
Xxxxxxx
Growth and Income Portfolio
Health Science 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 Value
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 GMDB
25
SCHEDULE C-1
Limits and Rule of the CEDING COMPANY
1. The CEDING COMPANY will determine the Guaranteed Minimum Death Benefit for
each 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
PREMIUM to $1,000,000 per VARIABLE ANNUITY CONTRACT.
3. The minimum RETAIL ANNUITY PREMIUM for Venture is $5,000 for non-qualified
contract 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 these minimums.
4. Valid issue ages 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 GMDB
26
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 extra contractual 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, section B, the RETAIL ANNUITY PREMIUM
limit is $7 billion, unless extended by mutual agreement.
4. A contract where a spousal continuation occurs will continue to be subject
to this Agreement.
Manufacturers Life and ACE Tempest Re GMDB
27
SCHEDULE D
REINSURANCE PREMIUM RATE by CONTRACT TYPE and GMDB TYPE
The REINSURANCE PREMIUM RATES, subject to the terms and conditions of this
Agreement, are guaranteed for the REINSURANCE TERM.
CONTRACT TYPE
All, except Venture III contracts issued on or after 5/5/2003
GMDB TYPE
---------
ROP [*]
Annual Step [*]
5% Rollup [*]
CONTRACT TYPE
Venture III contracts issued on or after 5/5/2003
GMDB TYPE
---------
ROP [*]
Annual Step [*]
Manufacturers Life and ACE Tempest Re GMDB
28
SCHEDULE E
MONTHLY DEDUCTIBLE RATE by CONTRACT TYPE and GMDB TYPE
The MONTHLY DEDUCTIBLE RATES, subject to the terms and conditions of this
Agreement, are guaranteed for the REINSURANCE TERM.
CONTRACT TYPE
ALL
GMDB TYPE
---------
ROP [*]
Annual Step [*]
5% Rollup [*]
Manufacturers Life and ACE Tempest Re GMDB
29
SCHEDULE F-1
MONTHLY FORMULA CLAIM LIMIT RATE by CONTRACT TYPE and GMDB TYPE
The MONTHLY FORMULA CLAIM LIMIT RATES, subject to the terms and conditions of
this Agreement, are guaranteed for the REINSURANCE TERM.
CONTRACT TYPE
ALL
GMDB TYPE
---------
ROP [*]
Annual Step [*]
5% Rollup [*]
Manufacturers Life and ACE Tempest Re GMDB
30
SCHEDULE F-2
DOLLAR CLAIM LIMIT RATE by CONTRACT TYPE and GMDB TYPE
The DOLLAR CLAIM LIMIT RATES, subject to the terms and conditions of this
Agreement, are guaranteed for the REINSURANCE TERM.
CONTRACT TYPE
ALL
GMDB TYPE
---------
ROP [*]
Annual Step [*]
5% Rollup [*]
Manufacturers Life and ACE Tempest Re GMDB
31
SCHEDULE G
REINSURER Quota Share of Risk
FOR EACH INSURED LIFE WITH AGGREGATE RETAIL ANNUITY PREMIUM UP TO $10,000,000,
REINSURED GMDB AMOUNT AND REINSURED ACCOUNT VALUE WILL BE EQUAL TO GMDB AMOUNT
OR ACCOUNT VALUE 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 GMDB = GMDB AMOUNT x ($10,000,000/RETAIL ANNUITY PREMIUMS) x Share of
Risk
REINSURED ACCOUNT VALUE = ACCOUNT VALUE x ($10,000,000/RETAIL ANNUITY
PREMIUMS) x Share of Risk
For each INSURED LIFE with 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 GMDB AMOUNT and REINSURED
ACCOUNT VALUE will be equal to GMDB AMOUNT or REINSURED ACCOUNT VALUE will be
equal to GMDB AMOUNT or ACCOUNT VALUE times the share of risk from the table
below.
CONTRACT TYPE
ALL
GMDB TYPE
ALL
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 [*]
Manufacturers Life and ACE Tempest Re GMDB
32
SCHEDULE H
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 Payment
Cumulative Withdrawals
Account value by subaccount
GMDB Type
Contract Type
GMDB 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 GMDB TYPE combination and in aggregate)
1. Calculated value of AGGREGATE MONTHLY GMDB
2. Calculated value of REINSURED ACCOUNT VALUE
3. CALCULATED value of MONTHLY REINSURANCE PREMIUM
Manufacturers Life and ACE Tempest Re GMDB
33
FINAL STATEMENT OF ACCOUNT (PREPARED BY THE CEDING COMPANY)
(prepared for each CONTRACT TYPE and GMDB TYPE combination and in aggregate)
1. Calculated value of PRELIMINARY EXCESS CLAIM
2. Calculated value of AGGREGATE FORMULA CLAIM LIMIT
3. Calculated value of AGGREGATE DOLLAR CLAIM LIMIT
4. Calculated value of FINAL EXCESS CLAIM
Manufacturers Life and ACE Tempest Re GMDB
34
SCHEDULE 1
Surplus Position of the REINSURER
U.S. GAAP Surplus for the REINSURER as of December 31, 2001: $1,654,810,000 USD
Manufacturers Life and ACE Tempest Re GMDB
35
AMENDMENT NO. 1
to the
VARIABLE ANNUITY GMDB 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
GMDB 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 undated.
To effect this change, the following provisions of this Agreement are hereby
amended:
- Schedule B-1, CONTRACT TYPES Subject to this 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.
Manufacturers Life and ACE Tempest Re GMDB
THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)
By: /s/ Xxxxxx X. Xxxxx Attest: /s/ Xxxxx X. Xxxxxx
--------------------------------- --------------------------------
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
Manufacturers Life and ACE Tempest Re GMDB
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
any of the Benefit Riders listed below.
VARIABLE ANNUITY ISSUE DATE ON
CONTRAST 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
VISION 001 Vision 7/1/2002
VISION 002 Vision 7/1/2002
BENEFIT RIDER ISSUE DATE ON
FORMS BENEFIT RIDER NAME OR AFTER
---------------- ----------------------------------------------- -------------
BR.003.00 GRIP II 7/1/2002
BR003.02 GRIP II with 10yr J&S 1/1/2003
BR010.03 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
ENDVE02.02 Venture Fixed Account Restriction 1/02/2003
NSEND.001 Venture Nursing Home Waiver of Surrender Charge 7/1/2002
END004.02 Venture Restricted Beneficiary In filing
Endorsement.030 Vision Withdrawal Charge Waiver 7/1/2002
END004.02 Vision Pro Rata GMDB 6/2/2003
END003.02 Fixed Account Restriction 7/1/2002
ENDJH2005 Name Change to Xxxx Xxxxxxx In filing
Manufacturers Life and ACE Tempest Re GMDB
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
ENDIRA.003 XXX In Filing
ENDROTH.03 XXXX XXX In Filing
ENDSIMPLE.03 Simple XXX In Filing
ENDE403B.03 ERISA TSA for in force In Filing
ENDE403B.04 ERISA TSA for new issues In Filing
END401A.03 401 Qualified Plans for in force In Filing
END401A.04 401 Qualified Plans for new issues In Filing
GMDB TYPES subject to this Reinsurance Agreement
Return of Premium (ROP)
Annual Step
5% Rollup
Manufacturers Life and ACE Tempest Re GMDB
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
Manufacturers Life and ACE Tempest Re GMDB
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
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 Focussed 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 GMDB
FIXED FUNDS
One Year
Three Year
Five Year
Six Year
Seven Year
DCA Twelve Month
DCA Six Month
Manufacturers Life and ACE Tempest Re GMDB
AMENDMENT NO. 2
to the
VARIABLE ANNUITY GMDB 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
GMDB 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 GMDB
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 Bonus 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
Health Science Trust
Xxxxxxxx
Capital Appreciation Trust
SG Asset Management
Principal Protection Trust A
Manufacturers Life and ACE Tempest Re GMDB
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 GMDB
FIXED FUNDS
One Year
Three Year
Five Year
Six Year
Seven Year
DCA Twelve Month
DCA Six Month
Manufacturers Life and ACE Tempest Re GMDB
AMENDMENT NO. 3
to the
VARIABLE ANNUITY GMDB 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
GMDB Reinsurance Agreement effective July 1, 2002 between The Manufacturers Life
Insurance Company (U.S.A.), ("Ceding Company") and Ace Tempest Life Reinsurance
Limited ("Reinsurer"), amendment, 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 GMDB
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 GMDB
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 Equity
Oak Strategic Equity
Xxxxxx Mid Cap Growth
Manufacturers Life and ACE Tempest Re GMDB
FIXED FUNDS
One Year
Three Year
Five Year
Six Year
Seven Year
DCA Twelve Month
DCA Six Month
Manufacturers Life and ACE Tempest Re GMDB
AMENDMENT NO. 4
to the
VARIABLE ANNUITY GMDB 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
GMDB 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 GMDB
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 Fund
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
Mercury 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 GMDB
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 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 Values 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 Resource 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 GMDB
FIXED FUNDS
One Year
Three Year
Five Year
Six Year
Seven Year
DCA Twelve Month
DCA Six Month
Manufacturers Life and ACE Tempest Re GMDB
AMENDMENT NO. 5
to the
VARIABLE ANNUITY GMDB 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
GMDB 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/ A. M. 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 and Life Actuary
Date: June 16, 2006 Date: 6/16/06
Manufacturers Life and ACE Tempest Re GMDB
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
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
Grantham, Mayo, Van Otterloo
U.S. Core Trust
International 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
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
Pzena Investment Management
Classic Value
RCM Capital Management
Emerging Small Company Trust
Salomon
Special Value Trust
Manufacturers Life and ACE Tempest Re GMDB
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 Allocation 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 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 GMDB
FIXED FUNDS
One Year
Three Year
Five Year
Six Year
Seven Year
DCA Twelve Month
DCA Six Month
Manufacturers Life and ACE Tempest Re GMDB
AMENDMENT NO. 6
to the
VARIABLE ANNUITY GMDB 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
GMDB 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: VP & CFO Title: 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 GMDB
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 Growth-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 Investments 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 Xxxxxxx
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 GMDB
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 GMDB
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 GMDB
