Exhibit 8
THIS AGREEMENT made this 3rd day of July 1968
BETWEEN
THE GREAT-WEST LIFE ASSURANCE COMPANY, a corporation organized
and existing under the laws of Canada, having its principal
office in the City of Winnipeg in Canada, hereinafter called "the
Company"
and
THE BANK OF NEW YORK, a corporation organized and existing under
the laws of the State of New York in the United States of
America, having its principal office in the City of New York in
the State of New York, hereinafter called "the Trustee"
WITNESSETH:
WHEREAS the Company, under the laws of Canada, may issue policies in respect of
which it is required by the said laws to maintain one or more separate and
distinct funds with separate assets for each such fund, which assets shall be
available only to meet the liabilities arising under policies in respect of
which the fund is maintained;
AND WHEREAS the Company has established such a separate and distinct fund,
designated Great-West Variable Annuity Account A;
AND WHEREAS the Company carries on the business of insurance in
certain States of the United States of America;
AND WHEREAS, for the protection of the Company's policyholders in the United
States of America, assets of the Company are required by the statutes of certain
States to be deposited with a State Officer of one of the States wherein the
Company is carrying on business or in trust with corporate trustees in the
United States of America;
AND WHEREAS the Company, pursuant to such requirements, desires that all of the
assets of the Company which are set aside, separate and distinct, in Great-West
Variable Annuity Account A shall be delivered or caused to be delivered by the
Company to the Trustee and shall hereafter be held and administered by the
Trustee pursuant to the terms of this agreement;
NOW THEREFORE the Company hereby appoints the Trustee to be its lawful trustee
upon the terms, trusts and provisions hereinafter set forth.
Article I - In this Agreement the following terms shall have the meanings
specified.
The term "Supervisor of Insurance" shall mean the public official of any State
of the United States of America charged with the supervision of insurance
companies doing business therein.
The term "Variable Account Policy" shall mean any form of contract issued by the
Company in the United States of America which, by its terms, entitles the holder
or individuals covered thereby to payments or values, or both, which vary
depending on the value of the assets of Great-West Variable Annuity Account A,
and shall mean a supplementary contract issued pursuant to the terms of or on
the maturity of any such contract. To the extent that such a contract issued by
the Company includes additional benefits in respect of which the Company's
liabilities are not to be met out of such assets, such additional benefits and
the Company's liabilities in respect thereof, shall for the purposes of this
Agreement be treated as not forming part of such contrast.
The term "Variable Account Policyholder" shall mean the holder of a Variable
Account Policy, the individuals covered by a Variable Account Policy and the
creditors on the obligations arising out of a Variable Account Policy.
The term "Written Request of the Company" shall mean any communication of the
Company signed by such officer or officers of the Company as may from time to
time be designated for that purpose by notice delivered to the Trustee. Such
notice of designation may be signed by any two of the President, a
Vice-President, the Secretary and the Treasurer of the Company.
ARTICLE II - The Trustee shall open and maintain under this Agreement, a
separate and distinct account for Great-West Variable Annuity Account A, such
separate and distinct account being hereinafter called "Account A." The Company
will cause all assets of Great-West Variable Annuity Account A to be delivered
or paid to the Trustee. The Trustee, at the Written Request of the Company, to
the extent that it may lawfully do so, shall receive for deposit in Account A
from the Company, or from any other source, such assets as may be specified in
such Request, and the Trustee, on receipt of such assets, shall hold the same in
trust in Account A under the terms of this Agreement. All such assets which the
Company may cause to be deposited with the Trustee in Account A shall be subject
in all respects to all the conditions of this Agreement as fully as if they had
been deposited by the Company at the present time and had been mentioned in this
Agreement. The Trustee shall not be bound in any way to watch or attend to the
fluctuation in value of the deposited assets, or to review the security therefor
or the financial position of the issuers thereof.
ARTICLE III - Legal title to assets of the Company which may now or hereafter be
deposited with the Trustee under the terms of this Agreement shall vest in the
Trustee, and such assets shall be held by the latter in trust in the United
States of America to secure and carry out the objects and purposes of this
Agreement in the manner and subject to the conditions herein set forth. The
assets of Account A so deposited shall be kept separate from all other assets
deposited with the Trustee so that they may be identified at all times as
belonging solely to Account A.
ARTICLE IV - The Trustee, at the Written Request of the Company and only at such
Request, shall
(1) make payment out of the monies of Account A held hereunder for
the purchase of assets designated in such Request, provided
always that such assets shall be delivered to the Trustee and
held by the Trustee pursuant to the provisions of this agreement;
(2) sell any or all of the assets of Account A in its hands and hold
the proceeds thereof pursuant to the provisions of this
Agreement;
(3) transfer, exchange or deliver assets of Account A which are
called, redeemed, converted or retired or otherwise become
payable and hold the proceeds thereof pursuant to the provisions
of this Agreement;
(4) sell or exercise any subscription rights arising in connection
with the assets of Account A and take such action as may be
directed in such Request regarding any plans of reorganization,
readjustment, recapitalization, merger, consolidation or
liquidation of or affecting the issuer of any assets of Account
A;'
(5) otherwise invest the monies of this trust.
The Trustee shall be under no obligation to pay or allow interest on uninvested
monies of this trust except at such rates and for such periods as may be agreed
upon between the Company and the Trustee from time to time.
ARTICLE V - The Trustee shall be under no obligation to inquire into the
legality or the desirability of investing in, retaining, selling, exchanging or
taking any other similar type of action with respect to any asset deposited with
it hereunder.
ARTICLE VI - The Trustee may receive, transfer to, and hold any assets deposited
hereunder in bearer form or in its own name as Trustee, or in the name of its
nominee or nominees, or, at the Written Request of the Company, in its own name
or in the name of the Company without any words indicating that such assets are
being held by the Trustee in a fiduciary capacity, provided that the obligations
and responsibilities of neither the Company nor the Trustee shall thereby be
affected, and further provided that all such assets shall be held by the Trustee
in transferable form or in such form as will permit their being made
transferable by the Trustee at any time.
In order to facilitate transactions in the assets of this trust, the
Trustee, upon the Written Request of the Company, may employ or retain, as
the agent of the Trustee, such banks or trust companies subject to the
Trustee's direct supervision and control as may be designated by the
Trustee, to receive and hold assets of this trust for the account of and
subject at all times to the order of the Trustee. Any such assets at any
time or from time to time so held by any such agent of the Trustee shall be
and remain assets of this trust and shall at all times be so shown on the
records of the Trustee and shall be subject to all the terms and provisions
hereof.
The Trustee shall forward promptly to the Company all notices and reports which
it may receive with respect to the assets of Account A.
ARTICLE VII - The Trustee, shall make payments out of Account A to the Company
for the payment of
(a) the amount of taxes, if any, attributable to Great-West Variable
Annuity Account A, as specified in Variable Account Policies;
(b) amounts payable to the Company pursuant to the terms of Variable
Account policies, such amounts including without limitation by
reason of enumeration, amounts for
(i) administrative expenses,
(ii) mortality and expenses guarantees,
(iii) investment management and advisory services, and
(iv) surrender charges.
(c ) sums payable to policyholders, annuitants, beneficiaries or
others entitled under the terms of Variable Account Policies,
such payments including without limitation by reason of
enumeration annuity payments, redemption value or cash loans as
applicable;
(d) sums transferable out of Great-West Variable Annuity Account A
for the benefit of annuitants, beneficiaries or other pursuant to
the terms of Variable Account Policies;
(e) sums payable to the Company which represent released annuity
reserves or other actuarial gains;
(f) other proper charges against Account A certified as such to the
Trustee by any two of the President, a Vice-President, the
Secretary and the Treasurer of the Company.
Before making any payment as provided in subsections (a), (b), (c ), (d), (e) or
(f) above, the Trustee shall have first received a Written Request, stating that
the payment requested thereby is for one or more of the purposes specified in
such subsections.
ARTICLE VIII - All income arising from the assets of Account A held by the
Trustee hereunder shall form part of and belong solely to Account A and shall be
subject to the trusts herein contained.
The Trustee shall present promptly for payment all coupons and other income
items, held by it in Account A, which call for payment upon presentation. The
Trustee shall promptly notify the Company of all stock dividends, rights and
similar securities issued in connection with assets of Account A, and of the
terms of any rights received.
ARTICLE IX - The Trustee, at the Written Request of the Company certifying that
the liabilities of the Company under all policies in respect of which Account A
is maintained have been paid off or satisfied, or that all such liabilities have
been transferred in accordance with the relevant laws of the United States and
Canada to another insurance company or companies licensed by one or more of the
States of the United States of America in which the Company does business, and
upon payment of all costs, charges and expenses due to or incurred in connection
with Account A by the Trustee under the terms hereof, shall transfer and deliver
to the Company or to such other insurance company or companies, as applicable,
their assets of Account A, or such part thereof as may remain in its possession,
freed and discharged from the trusts herein contained, and thereupon the Trustee
shall be relieved from all further duties, liabilities or trusts in relation
thereto provided, however, that before the Trustee shall so transfer such assets
as may remain in its possession, freed and discharged from the trusts herein
contained, the Trustee shall have received the approval in writing of the
Supervisor of Insurance of each State of the United States of America in which
the Company has issued a Variable Account Policy, to the release of all or any
of the said assets.
ARTICLE X - The Company reserves the right to remove the Trustee at its
discretion, and the Trustee expressly agrees and binds itself promptly to
transfer, at the Written Request of the Company and after payment of all charges
due it under the terms of this Agreement and receipt from the Company of a full
discharge and release of all its liabilities thereunder, all the assets
deposited with it hereunder, to any other bank or trust company incorporated in
or doing a fiduciary business within the United States of America, and
designated by the Company as Successor Trustee hereunder, upon receiving from
such other bank or trust company a written statement that the assets thus being
transferred are to be held by said other bank or trust company as Successor
Trustee, upon the trusts herein set forth, and thereafter all responsibility and
liability of the present Trustee in connection therewith shall immediately
cease, provided, however, that in chase the Company desires to remove the
Trustee it will be necessary for it to obtain the approval in writing of the
Successor Trustee from the Supervisor of Insurance of the State of Michigan and
that the Successor Trustee be a bank having the qualifications prescribed in
paragraph 1 of section 26 (a) of the Investment Company Act of 1940 of the
United States of America.
In the event that the Trustee shall be dissolved, or shall otherwise become
incapable of acting, or in the event that control of the Trustee shall be taken
over by any public officer or officers, the Company shall remove the Trustee and
designate a Successor Trustee in accordance with and subject to the provisions
of this Article.
Any bank or trust company in or into which the Trustee or any Successor Trustee
may be merged or converted, or with which it or any Successor Trustee may be
consolidated, or any bank or trust company resulting from any merger, conversion
or consolidation to which the Trustee or any Successor Trustee shall be a party,
or any bank or trust company succeeding to the business or the Trustee or any
such Successor Trustee, shall be substituted as Successor Trustee under this
Agreement upon the trusts herein set forth without the execution of any
instrument or any further act on the part of the Company or any such Successor
Trustee provided such bank or trust company shall be a bank having the
qualifications prescribed in paragraph 1 of Section 26(a) of the Investment
Company Act of 1940 of the United States of America.
ARTICLE XI - The trustee shall have the right to resign its trust hereunder and
to relieve itself from all responsibility and liability in connection herewith
by transferring all the assets deposited with it hereunder to such other bank or
trust company as he Company in such case may designate as Successor Trustee
hereunder as in Article X provided, to be held by said bank or trust company
upon the trusts herein set forth, provided, however, that should the Trustee
resign, the appointing of the Successor Trustee shall be subject to the approval
in writing of the Supervisor of Insurance of the State of Michigan, and that the
Successor Trustee be a bank having the qualifications prescribed in paragraph 1
of Section 26(a) of the Investment Company Act of 1940 of the United States of
America.
ARTICLE XII - The Trustee, in relation to this Agreement, may act upon the
opinion or advice of any counsel, attorney or other expert approved by the
Trustee, even through employed by or of counsel for the Company, and shall not
be responsible for any losses occasioned by so doing, provided it has exercised
reasonable care and prudence as to the selection of such persons. The Trustee
shall be responsible for any losses caused by any act of neglect, any willful
default and any failure to act in good faith by the Trustee itself, its servants
and its agents under or subject to its direct supervision or control.
Unless otherwise specifically provided in this Agreement, the Trustee, in acting
or refraining from acting hereunder, may accept a Written Request of the Company
as conclusive evidence of the facts or matters therein stated, and the Trustee
shall be in no wise bound to call for any further evidence, and shall be held
harmless by the Company for any loss that may be occasioned in relying upon such
Request.
The Trustee hereby agrees that, upon the request of the Company or of the
Supervisor of Insurance of any State of the United States of America in which
the Company is authorized to carry on business, it will certify and file, as may
be directed in such request, a statement listing the assets held hereunder in
such form as may be required. Any such statement requested by a Supervisor of
Insurance my be prepared by the Company and certified by the Trustee.
The Trustee hereby agrees that access to the assets of Account A shall be
permitted only to the duly authorized officers and employees of the Trustee, and
also with any duly authorized officers or employees of the Trustee, to an
independent public accountant for the purpose of the examination of the assets
of Account A. Such assets shall at all times be subject to inspection by the
Supervisor of Insurance of the State of Michigan, by the Securities and Exchange
Commission, by the Company, or in accordance with applicable State law, by the
Supervisor of Insurance of any State of the United States of America in which
the Company has issued a Variable Account Policy. Any such inspection shall be
made through the duly authorized employees of agents of the Company or of one of
the aforenamed government authorities or agencies, whichever requires such
inspection, who shall be accompanied by one or more of the duly authorized
officers or employees of the Trustee.
ARTICLE XIII - The Company reserves to itself the right at any time hereafter to
add to, modify or alter the trusts, conditions and powers hereinbefore declared,
imposed or conferred, in such manner as it shall deem fit and as shall be
according to law, provided, however, that any such addition, modification or
alteration shall not increase the duties or responsibilities of the Trustee
without its consent and provided further that the rights of Variable Account
Policyholders shall not thereby be impaired, which fact shall be determined by
the Supervisor of Insurance of the State of Michigan.
ARTICLE XIV - The Trustee shall be entitled to such compensation for its
services as may be agreed upon in writing between the Company and the Trustee
from time to time.
The Company agrees to pay to the Trustee all reasonable costs or expenses,
including counsel's and attorney's fees, which shall be paid or incurred by the
Trustee in the administration of the trusts by this Agreement created, as well
as any costs and expenses of the Trustees and its counsel in connection with any
action or actions brought against the Trustee as such.
ARTICLE XV - The Trustee hereby accepts the trust above created and declared
upon the terms, trusts and provisions above expressed, and signifies its
acceptance thereof by joining in the execution of these presents.
ARTICLE XVI - This Agreement may be executed in any number of counterparts, each
one of which shall be deemed an original, and such counterparts shall constitute
but one and the same instrument.
IN WITNESS WHEREOF The Great-West Life Assurance Company has caused its
Corporate Seal to be affixed hereto, attested by the hands of its duly
authorized officers in that behalf, at the City of Winnipeg in Canada, the 3rd
day of July, 1968, and The Bank of New York has caused its Corporate Seal to be
affixed hereto, attested by the hands of its duly authorized officers in that
behalf, at the City of New York in the State of New York, one of the United
States of America, the 8th day of July, 1968.
THE GREAT-WEST LIFE ASSURANCE COMPANY
President
Vice-President and Secretary
THE BANK OF NEW YORK
ATTEST:
Asst. Trust Officer
