Exhibit 10.33


 


ASSET MANAGEMENT SERVICES AGREEMENT


 


THIS
ASSET MANAGEMENT SERVICES AGREEMENT, made this       day of
January, 2004, effective the 1st day of January, 2004 (this “Agreement”) by and
among Genworth Financial, Inc. (“Genworth”), a Delaware corporation, General
Electric Financial Assurance Holdings, Inc. (“GEFAHI”), a Delaware corporation,
and GE Asset Management Incorporated (“GEAM”), a Delaware corporation.


 


WHEREAS, Genworth desires to make an initial
public offering of shares of its common stock;


 


WHEREAS, GEFAHI owns preferred stock of GEAM, an
affiliated company of GEFAHI, and relies on fees generated by GEAM’s
institutional asset management clients to receive dividends in respect of such
preferred stock;


 


WHEREAS, Genworth and subsidiaries or
predecessors were previously responsible for overseeing the growth and
development of GEAM’s institutional asset management business and have
distributed certain mutual fund assets which are being managed for a fee by
GEAM, and will continue to distribute certain mutual funds managed by GEAM
under a separate agreement;


 


WHEREAS, Genworth has developed expertise in
consulting and analytical services related to the retention of assets under
management which it is and has been providing to GEFAHI and GEAM;


 


WHEREAS, Genworth has developed expertise in
broker-dealer regulatory compliance matters which it is and has been providing
to GEAM and certain affiliated entities;


 


WHEREAS, Genworth may have regular contacts with
corporate and other institutions that may have an interest in obtaining asset
management services provided by GEAM;


 


WHEREAS, GEFAHI and GEAM desire to engage
Genworth to continue providing certain services, subject to Genworth entering
into this Agreement.


 


NOW,
THEREFORE, the
parties hereto hereby agree as follows:


 


1.                                      Asset Under Management and
Retention Services.   Genworth will assist in the retention of GEAM assets under
management.  Part of this assistance
will include providing to GEAM services such as statistical and data mining for
the purpose of identifying customer trends, identifying industry best practices
regarding client retention, and providing training on client retention
strategies to GEAM personnel involved in sales and client-relationship
management, all of which help identify at-risk clients and achieve customer
satisfaction that


 

















 


results in the retention of asset management customers.  Genworth will provide such reasonably
requested services within thirty days of receiving a written request from GEAM.


 


2.                                      Broker-Dealer
Regulatory Compliance.  Genworth
will provide to GEAM and certain affiliated entities assistance in meeting
broker-dealer regulatory compliance requirements, including with respect to
required filings, and will make reasonably available to GEAM and such affiliated
entities broker-dealer compliance experts for consultation.  These services will include:


 


(a)                                  Preparation
of monthly or quarterly FOCUS filings for GE Investment Distributors, Inc.
(“GEID”) as required by the National Association of Securities Dealers, Inc.
(“NASD”);


 


(b)                                 Preparation
of Annual Financial Statements for GEID to be filed with the NASD;


 


(c)                                  Maintenance
of the financial records necessary to support the annual independent audit
requirements for GEID and the periodic examination by the NASD and/or the U.S.
Securities and Exchange Commission (the “SEC”); and


 


(d)                                 Provision
of broker-dealer compliance consultation which shall consist of up to twenty
hours per week of consultation by an experienced compliance professional with
respect to broker-dealer operations and mutual fund compliance requirements in
relationship to the distribution of products for which GEID serves as
distributor.


 


3.                                      Introduction
Services.  Genworth will use
commercially reasonable efforts to identify corporate and other institutional
investors that it believes are appropriate for, and may be interested in the
institutional asset management services offered by, GEAM.  Upon identifying any such potential clients,
Genworth will notify GEAM promptly in writing of the name and address of any
such potential clients.  Genworth also
will use commercially reasonable efforts to assist GEAM in establishing
relationships with potential clients identified by Genworth.


 


4.                                      Representations,
Warranties and Covenants of Genworth.


 


(a)                                  Genworth
is a company duly organized, validly existing and in good standing under the
laws of Delaware and has the power and authority to execute, deliver and
perform this Agreement.


 


(b)                                 This
Agreement is the valid and binding obligation of Genworth enforceable against
it in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting creditor’s
rights generally or the principles governing the availability of equitable
remedies.


 


(c)                                  Genworth
shall perform its introduction services as described in Section 3 in accordance
with this Agreement; GEAM’s instructions; applicable federal, state and local
law;


 


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and any additional agreement(s) as may be required if, at any time that
this Agreement remains in effect, Genworth is no longer under common control
(as that term is defined in the Investment Advisers Act of 1940, as amended
(the “Advisers Act”)) with GEAM. 
Genworth shall notify GEFAHI and GEAM when it is no longer under common
control with GEAM and will suspend all introduction services as described in
Section 3 until such time as the additional agreement(s) is in place.


 


(d)                                 Genworth
(and its officers, directors and employees, including those of its
subsidiaries) are not authorized to enter into any agreement or undertaking on
behalf of GEAM; and will make clear their affiliation with GEAM whenever making
initial contact with potential GEAM clients in conjunction with any introduction
services they may provide as described in Section 3.


 


(e)                                  No
officer, director or employee of Genworth or of its respective subsidiaries who
engages in introduction services as described in Section 3 is or will be a
person who is or has been:  (a) subject
to an SEC order issued under Section 203(f) of the Advisers Act; (b) convicted
within the past 10 years of any felony or misdemeanor involving conduct
described in Section 203(e)(2)(A)-(D) of the Advisers Act; (c) found by the SEC
to have engaged, or been convicted of engaging, in any of the conduct specified
in paragraphs (1), (5) or (6) of Section 203(e) of the Advisers Act; or (d)
subject to an order, judgment or decree described in Section 203(e) of the
Advisers Act.


 


(f)                                    Due to the reliance that GEAM intends to place
on Genworth’s asset retention and introductory services, as well as the
confidential information that Genworth possesses, and may in the future obtain,
about GEAM’s business processes and procedures, the parties agree that Genworth
will exclusively provide introductory services to GEAM with respect to large
domestic or foreign defined benefit or defined contribution plans, as
described in Section 7(c)(i) of this Agreement, and that Genworth is required to exert commercially reasonable efforts
in connection with the introduction services on behalf of GEAM, unless
otherwise agreed to in writing.


 


5.                                      Representation,
Warranties and Covenants of GEFAHI and GEAM.


 


(a)                                  GEFAHI
is a company duly organized, validly existing and in good standing under the
laws of Delaware and has the power and authority to execute, deliver and
perform this Agreement.


 


(b)                                 
This Agreement is the valid and binding obligation of GEFAHI enforceable
against it in accordance with its terms, except as enforceability may be limited
by bankruptcy, insolvency, moratorium or other similar laws affecting
creditor’s rights generally or the principles governing the availability of
equitable remedies.


 


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(c)                                  GEAM
is a company duly organized, validly existing and in good standing under the
laws of Delaware and has the power and authority to execute, deliver and
perform this Agreement.


 


(d)                                 
This Agreement is the valid and binding obligation of GEAM enforceable against
it in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting creditor’s
rights generally or the principles governing the availability of equitable
remedies.


 


(e)                                  GEAM
represents, warrants and covenants that it is registered, and will maintain its
registration, as an investment adviser with the SEC and that GEAM has made, and
will make, all notice filings as required by any state in which GEAM is
required to do so.


 


(f)                                    Except
with respect to any contractual or other restrictions prohibiting the
disclosure or sharing of certain information, GEAM will make all data related
to the services to be provided herein available for the performance of those
services, including but not limited to transactional and financial data
required for the preparation of regulatory filings and customer and other
relevant data required for the performance of retention services.


 


(g)                                 GEAM
will make customer and assets under management data available for verification
of the fee payment under the fee schedule.


 


6.                                      Compensation.  In consideration for its agreements set
forth herein, GEFAHI shall compensate Genworth according to the schedule
attached herein at Exhibit A.  The
compensation will be calculated based upon the ending asset balance as of the
last business day of March, June, September and December on which the New York
Stock Exchange is open for business. 
The quarterly payments shall be made no later than the last business day
of each of April, July, October and January on which banks in both New York,
New York and Richmond, Virginia are generally open for business.  All payments will be made by wire transfer
to an account designated by Genworth. 
Except in those instances where GEFAHI specifically agrees in writing to
reimburse Genworth for reasonable travel, entertainment or other expenses,
Genworth shall bear all expenses incurred by Genworth in providing services
identified in Sections 1, 2 and 3 of this Agreement, including any compensation
to be paid to its officers, directors and employees with respect to any
introduction services performed hereunder as described in Section 3 of this
Agreement.  In no case shall the amount
of compensation payable to Genworth exceed $10 million on an annual basis,
except to the extent GEFAHI has specifically agreed in advance in writing to
make certain reimbursements of expenses as provided above.


 


7.                                      Termination.


 


(a)                                  This
Agreement shall terminate on the fourth anniversary of the effective date of
this Agreement.


 


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(b)                                 Notwithstanding
Section 7(a):


 


(i)                                     GEFAHI
and GEAM jointly may terminate this Agreement at any time on sixty days written
notice to Genworth if they reasonably determine that Genworth has failed to
provide the services described in Sections 1, 2 and 3 of this Agreement and
Genworth has not cured its failure in a reasonably acceptable manner by the end
of the sixty day period;


 


(ii)                                  GEFAHI
and GEAM jointly may terminate this Agreement immediately without any further
obligation if, during the term of this Agreement, Genworth or any affiliated
entity engages in the institutional asset management business;


 


(iii)                               Genworth
may terminate this Agreement for any reason on sixty days written notice to
GEFAHI, in which case GEFAHI shall pay Genworth within thirty days following
the termination date (i.e., the last day of such sixty-day notice period) a pro
rata portion of the quarterly fee referred to in Section 6 of this Agreement
based on the number of days elapsed during the year and the ending asset
balance on the termination date; and


 


(iv)                              Genworth
may terminate this Agreement if GEFAHI or GEAM is in breach of any
representation, warranty or covenant in Section 5 of this Agreement and GEFAHI
and GEAM jointly may terminate this agreement if Genworth is in breach of any
representation, warranty or covenant in Section 4 of this Agreement, provided,
however, that the party seeking to terminate the Agreement has provided to the
other party a written notification at least sixty days in advance specifying
the representation, warranty or covenant that the other party has breached and
the other party has failed to cure the breach by the end of the sixty day
period.


 


(c)                                  For
purposes of Section 7(b)(ii):


 


(i)                                     The
term “institutional asset management services” means (A) serving as an
investment adviser or sub-adviser to any large domestic or foreign defined
benefit or defined contribution plans (meaning those over $10 million in
assets), including, but not limited to, employer-sponsored pension and profit
sharing plans and plans that meet the requirements for qualification under
Section 401(a), 403(b) or 457 of the Internal Revenue Code, or to any mutual
funds or other commingled accounts offered principally to such investors, or
(B) providing solicitation or introduction services (as described in Section 3)
with respect to any large plans as described above for itself, any affiliated
entity that is an investment adviser or any other investment adviser.  Notwithstanding the foregoing and the
limitation set forth in Section 4(f) hereof, the term “institutional asset
management services” shall not include serving as investment adviser for, or
providing solicitation or introduction services (as described in Section 3)
with respect to, any domestic or foreign defined benefit or defined
contribution plan, provided that (X) the advice is given to, or services relate
to, no more than $50 million of the plan’s total investment portfolio and (Y)
the advice exclusively consists of, or the services exclusively relate to,
recommendations provided on a discretionary or non-discretionary basis through
an investment advisory program (including a mutual fund asset allocation
program) that


 


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substantially meets the conditions of Rule 3a-4 under the Investment
Company Act of 1940, as amended, and is commonly referred to as a “wrap” or
“mini” account program.  Notwithstanding
Section 7(c)(i)(X) above, the total value of large defined benefit or defined
contribution plan assets with respect to which the investment advice is
provided constitutes no more than 15% of the aggregate value of all assets
under management by Genworth and its affiliated entities, and no more than 15%
of the gross revenue received by Genworth or its affiliated entities from
solicitation or introduction services is derived from providing such services
to unaffiliated entities (excluding GEAM) with respect to investment advice
that is provided to any large plans, as described above.  This definition is not intended to limit the
ability of Genworth to provide advice in connection with the offering of its
annuity or insurance products or managing the underlying assets supporting such
products.


 


(ii)                                  The
term “affiliated entity” means (A) any entity controlled by Genworth for so
long as Genworth and GEAM are under common control with each other and, (B) any
entity that controls, is controlled by and is under common control with
Genworth if Genworth and GEAM are no longer under common control with each
other.  The term “control” shall have
the same meaning as used in the Advisers Act.


 


(iii)                               The
terms “Genworth” and “affiliated entity” do not include any person engaged by
Genworth or an affiliated entity as an independent contractor to the extent such
person is (A) acting outside the scope of such engagement and (B) receiving no compensation from
Genworth or an affiliated entity for such outside activities.


 


8.                                      Notices.   Any written notices pursuant to this
Agreement shall be sent by hand, facsimile transmission, or certified mail,
return receipt requested, as follows:


 


	
  If to Genworth:

  	
   

  	
  If to GEFAHI or GEAM:

  
	
   

  	
   

  	
   

  
	
  Genworth Financial, Inc.

  6604 West Broad Street

  Richmond, VA  23230

  Attn: Chief
  Financial Officer- Retirement

  Income & Investments or General Counsel-

  Retirement Income & Investments
Telecopier Numbers: 804-281-6165 (CFO)

  804-281-6005 (GC)

  	
   

  	
  GE Financial Assurance Holdings, Inc.

  GE Asset Management Incorporated

  3003 Summer Street

  Stamford, CT  06904

  Attn:  GEAM General Counsel

  Telecopier Numbers:  203-326-4177

  203-708-3107

  



 


9.                                      Indemnification.  Each party (as such, an “indemnifying party”
hereunder) agrees to indemnify, hold harmless, reimburse and defend the other
party, and such other party’s officers, directors and employees (in such capacity
collectively, “indemnified parties” and, individually, an “indemnified party”),
from and against any and all claims (whether asserted against an indemnified
party or otherwise), losses, damages, liabilities, obligations and expenses,
including, without limitation, settlement costs and any reasonable legal,
accounting and other expenses for


 


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defending any actions brought or threatened in writing, (collectively,
“Losses”) reasonably incurred by such indemnified parties arising out of or in
connection with the breach of any representation, warranty, covenant or
obligation in this Agreement by the indemnifying party, except to the extent
arising out of or based on a breach of any representation, warranty, covenant
or obligation in this Agreement by the indemnified parties or any grossly
negligent act or omission of the indemnified parties with respect to the
subject matter of this Agreement.


 


Whenever any claim for indemnification arises under this Section 9, the
indemnified party will promptly notify the indemnifying party of the claim and,
when known, the facts constituting the basis for such claim and the amount or
an estimate of the amount of the liability arising therefrom.  At its option, the indemnified party may
defend itself against any claim subject to indemnification under this Section
9, in which case the indemnifying party will pay all reasonable attorney’s fees
and costs thus incurred but will no longer be obligated to defend the
indemnified party against such claim. 
In each case in which the indemnified party does not exercise the
foregoing option, the indemnified party may require the indemnifying party to
defend the former against the claim(s) and to bear all costs and fees incurred
in doing so.  In such event, the
indemnified party may participate in defense of the claim(s) by retaining its
own counsel, whose fees and costs it then will pay, and whether or not the
indemnified party elects to participate in the defense, the indemnifying party
may not settle or compromise such claim(s) in a manner which adversely affects
the indemnified party without the latter’s written consent beforehand, which
consent will not be unreasonably withheld.


 


10.                               Arbitration.  Any controversy or claim between the parties
hereto arising out of this Agreement or its breach, shall be settled by
arbitration to be held in New York, New York. 
Each party will choose one arbitrator, and the arbitrators shall then
appoint a third arbitrator.  The
arbitrators shall hold a hearing and render an award in accordance with the
rules of the American Arbitration Association. 
Judgment upon the award rendered by a majority of the arbitrators may be
entered in any court having jurisdiction. 
The arbitrators shall base their decision upon the custom and usage of
the business in the spirit of equity, and are relieved from judicial
formalities and from following strict rules of evidence.  The expenses of the arbitrator chosen by
each of the parties shall be borne by the respective party, and the expenses of
the third arbitrator shall be borne equally by the opposing sides to the
controversy or claim.


 


11.                               Governing
Law.  This Agreement is made and
shall be construed under the laws of the State of New York.


 


12.                               Confidentiality.  Each party agrees to hold all information it
receives from another party relating to this Agreement in strict
confidence.  Any information provided by
one party to another party under this Agreement shall be used solely for the
purposes of this Agreement.  Each party
may disclose such information only (i) as may be required by law, or (ii) to
its affiliates and their respective personnel who have a need to know and agree
to such duty to keep it confidential and to use it solely for the purposes of
this Agreement.  Each party agrees to
take all reasonable steps to safeguard the information provided to it by
another party under this Agreement, including


 


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without limitation, those steps it takes to protect its own confidential
or proprietary information.  Upon
written request by a party that provides information to another party under
this agreement, such other party shall either return such information or
destroy it (and provide a certification of such action taken).  In addition, in the case of a request to
return or destroy written information provided under this Agreement, the
recipient party shall retain no copies of such information, except as may be
required by law.  Notwithstanding the
foregoing, no party to this Agreement shall be under any obligation to restrict
the use or disclosure of, or to refrain from retaining copies of, any
information that (i) is already available to, or in the possession of the party
prior to its receipt of such information under this Agreement, and not
otherwise subject to an obligation of confidentiality, (ii) is independently
developed by the party, (iii) is or becomes available in the public domain on
or after the date it is received by the party (other than as a result of a
disclosure by the party or any of its employees in breach of this Agreement),
or (iv) is acquired from a person who is not known by the party to be in breach
of an obligation of confidentiality to the party that provides such
information.


 


13.                               Assignability.  No party may assign this Agreement without
the written consent of the other parties.


 


14.                               Entire
Agreement.  This Agreement
represents the entire agreement by and among the parties (except as referred to
in Section 4(a)) and may not be modified or amended except by a writing signed
by the parties.


 


15.                               Severability.  If for any reason any provision of this
Agreement is held to be invalid or unenforceable, the validity and
enforceability of the remaining provisions of this Agreement shall not be
affected thereby.


 


16.                               Nature
of Relationship.  In performing
obligations under this Agreement, each party will be an independent contractor
(rather than an employee, agent or representative) of the other parties (except
that certain persons who are financial and operations principals may be deemed
to be employees or officers of both Genworth and GEFAHI and/or their
affiliates) and shall have no power to bind the other except as provided in
this Agreement.  This Agreement shall
not be construed as creating a joint venture, partnership, franchise, or agency
relationship between the parties.


 


17.                               Third
Party Beneficiary.  This Agreement
is between the parties hereto and is not intended to confer any benefits on
third parties, except that the parties acknowledge that GEID is an intended
beneficiary with respect to certain services described in this Agreement.


 


18.                               Miscellaneous.


 


(a)                                  As
used in this Agreement, any references to the singular shall, as and if
appropriate, include the plural.


 


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(b)                                 All
paragraph headings in this Agreement are for convenience of reference only, do
not form part of this Agreement, and shall not affect in any way the meaning or
interpretation of this Agreement.


 


(c)                                  This
Agreement may be executed in several counterparts, each of which shall be
deemed an original.


 


(d)                                 The
provisions of Sections  9 and 12 will
survive the termination of this Agreement.


 


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Agreed to as of the date first above written.


 


 


	
  Genworth Financial, Inc.

  	
   

  	
  General Electric Financial Assurance Holdings, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GE Asset Management Incorporated

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


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EXHIBIT A


 


COMPENSATION SCHEDULE


 


Compensation / Fee.  In consideration for its agreements set
forth herein, GEFAHI shall compensate Genworth according to the following
schedule:


 


 


	
  Current AUM Balance Expressed As A

  % Of Initial AUM Balance

  	
   

  	
  1.  Compensation / Fee Paid Quarterly

  Over Term Of This Agreement

  	
   

  
	
  100+  -  81%

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  80  -  61%

  	
   

  	
  $

  	
  2,100,000

  	
   

  
	
  60  -  41%

  	
   

  	
  $

  	
  1,700,000

  	
   

  
	
  40  -  21%

  	
   

  	
  $

  	
  1,300,000

  	
   

  
	
  20  -  11%

  	
   

  	
  $

  	
  900,000

  	
   

  
	
  10  -    0%

  	
   

  	
  $

  	
  500,000

  	
   

  



 


 


Definitions:


 


“Assets Under Management and/or AUM”
means the dollar balance of assets under management (AUM) for all third party
client accounts managed and serviced by GEAM, which includes any GEAM-managed
account other than a corporate, pension plan, benefit plan or employees’
securities company (as defined in the Investment Company Act of 1940) account
sponsored or maintained by Genworth, GEFAHI, GEAM or their affiliates, or any
insurance general account maintained by Genworth, GEAM or their affiliates.


 


“Initial AUM Balance”
means beginning balance of AUM as of the last day of the month preceding the
execution date of this agreement.


 


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