Exhibit (5)
Investment Adviser Agreement
INVESTMENT MANAGEMENT AND ADVISORY SERVICES AGREEMENT
WHEREAS, The Investment Company Act of 1940 ("1940 Act"), as amended,
requires that any person acting as an investment adviser to a registered
investment company shall so act pursuant to a written contract; and
WHEREAS, Great-West Variable Annuity Account A ("Variable Annuity
Account A") is registered under the 1940 Act as an investment company and GW
Capital Management, LLC ("Capital Management") is registered as an investment
adviser under the Investment Advisers Act of 1940;
NOW THEREFORE:
Capital Management hereby agrees to provide investment management and
advisory services relative to variable annuity contracts issued by Great-West
Life & Annuity Insurance Company ("GWL&A") providing for payments or values
which vary depending on the investment experience of the assets of Variable
Annuity Account A ("Variable Annuity Contracts").
Such investment management and advisory services shall include
management of the investment of the assets of Variable Annuity Account A,
investment analysis and all other matters associate with the investment
management of a variable annuity account. Capital Management shall provide
current investment programs for the approval or rejection of the Variable
Annuity Account Committee of Variable Annuity Account A ("Committee"); if any
such current program be rejected, Capital Management shall thereupon prepare
another current program for consideration by the Committee. Upon approval of a
current investment program by the Committee, Capital Management shall cause the
same to be executed by placing orders for the purchase or sale of investments
conforming to the objectives of the approved current investment program. Capital
Management shall pay all expenses incidental to such services except brokerage
commissions, stamp or transfer taxes and other direct costs of acquisition or
disposition of assets of Variable Annuity Account A, which shall be borne by
Variable Annuity Account A.
For such services, Capital Management will receive compensation per
valuation period, as that period is defined in the Group Variable Annuity
Contracts, of .0088% of the value of Variable Annuity Account A, provided that,
in the event that under or pursuant to the terms of Variable Annuity Contracts,
the duration of valuation periods is established at less than seven days,
compensation to be received periodically by Capital Management hereunder will be
based on an effective annual rate of .4656% so as to provide compensation on an
annual basis equivalent to compensation of .0088% per valuation period as
aforesaid.
Capital Management also hereby agrees: (1) to maintain and preserve for
such period or periods as the Securities and Exchange Commission shall prescribe
by rules and regulations, such accounts, books, and other documents as are
necessary or appropriate to record Capital Management's transactions with
Variable Annuity Account A; (2) that such accounts, books and other records
maintained pursuant to (1) shall be subject at any time and from time to time
such reasonable periodic, special and other examinations by the Commission, or
any member or representative thereof, as the Commission may prescribe; and (3)
to furnish to the Commission, within such reasonable time as the Commission may
prescribe, copies of or extracts from such accounts, books and other records
which may be prepared without undue effort, expense, or delay, as the Commission
may by order require.
This agreement shall be effective as of and from December 5, 1997. This
agreement shall thereafter continue in full force and effect from year to year
until terminated by Capital Management or the Committee or by a majority of the
votes available to Participants, without the payment of any penalty, on sixty
days' written notice. It is provided, however, that this agreement shall
automatically terminate:
(a) unless its continuance is specifically approved, at least annually,
either (i) by the affirmative vote of a majority of the Committee, or
(ii) by a majority of the votes available to Participants, or
(b) upon any assignment of the agreement.
Additionally, each annual approval of this agreement must be approved by
the affirmative vote of the Committee, which affirmative vote shall include a
majority of the members of the Committee who are not parties to such contract or
agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.
Notwithstanding the foregoing paragraphs, Capital Management may not
terminate this agreement in any way which would be contrary to, or in violation
of, any provisions of the Variable Annuity Contracts. If subsequent to
termination of this agreement by the Committee or Participants, Capital
Management must still render investment management and advisory services in
respect of Variable Annuity Account A, Capital Management will continue to be
compensated in accordance with the terms of the Variable Annuity Contracts.
This agreement is subject to the provisions of the Investment Company
Act of 1940, as amended, the Securities Act of 1933, as amended, and the rules
and regulations promulgated by the Securities and Exchange Commission pursuant
to the aforesaid Acts.
GW CAPITAL MANAGMENT, LLC
By: /s/ X.X. Xxxxxx
President
Attest:
/s/ X.X. XxXxxx
Treasurer
GREAT-WEST VARIABLE ANNUITY ACCOUNT A
By: /s/ X.X. Xxxx
Chairman
Variable Annuity Account Committee
Attest:
/s/ X.X. Xxxxx
Secretary
Variable Annuity Account Committee
