Exhibit 10.33


 


ASSET MANAGEMENT
SERVICES AGREEMENT


 


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


 


WHEREAS,
Genworth
Financial, Inc. (“Genworth”) desires to make an initial public offering of
shares of its common stock;


 


WHEREAS, immediately prior to such offering,
Genworth will become the direct parent of GNA;


 


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


 


WHEREAS, GNA 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 GNA to
continue providing certain services, subject to GNA entering into this
Agreement.


 


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


 


1.             Asset Under Management and
Retention Services.   GNA 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.  GNA will
provide such reasonably requested services within thirty days of receiving a
written request from GEAM.


 


2.             Broker-Dealer Regulatory Compliance.  GNA 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.  GNA 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, GNA will notify GEAM promptly in
writing of the name and address of any such potential clients.  GNA also will use commercially reasonable
efforts to assist GEAM in establishing relationships with potential clients
identified by GNA.


 


4.             Representations, Warranties and
Covenants of GNA.


 


(a)           GNA 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 GNA 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.


 


2

















 


(c)           GNA shall perform its introduction
services as described in Section 3 in accordance with this Agreement; GEAM’s
instructions; applicable federal, state and local law; and any additional
agreement(s) as may be required if, at any time that this Agreement remains in
effect, GNA 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.  GNA 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)           GNA (and its officers, directors and
employees, including those of its affiliated entities) 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
GNA or of its respective affiliated entities 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 GNA’s
asset retention and introductory services, as well as the confidential
information that GNA possesses, and may in the future obtain, about GEAM’s
business processes and procedures, the parties agree that GNA 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 GNA 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.


 


3

















 


(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 GNA 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 GNA.  Except in those
instances where GEFAHI specifically agrees in writing to reimburse GNA for reasonable
travel, entertainment or other expenses, GNA shall bear all expenses incurred
by GNA 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 GNA 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.


 


4

















 


(b)           Notwithstanding Section 7(a):


 


(i)            GEFAHI and GEAM jointly may
terminate this Agreement at any time on sixty days written notice to GNA if
they reasonably determine that GNA has failed to provide the services described
in Sections 1, 2 and 3 of this Agreement and GNA 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)          GNA may terminate this Agreement for
any reason on sixty days written notice to GEFAHI, in which case GEFAHI shall
pay GNA 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)          GNA 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 GNA 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 


 


5

















 


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 GNA:

  	
   

  	
  If to GEFAHI
  or GEAM:

  
	
   

  	
   

  	
   

  
	
  GNA
  Corporation

  	
   

  	
  GE Financial
  Assurance Holdings, Inc.

  
	
  6610 West
  Broad Street

  	
   

  	
  GE Asset
  Management Incorporated

  
	
  Richmond,
  VA  23230

  	
   

  	
  3003 Summer
  Street

  
	
  Attn: Chief Financial Officer - Retirement

  	
   

  	
  Stamford,
  CT  06904

  
	
  Income & Investments or
  General Counsel-

  	
   

  	
  Attn:  GEAM General Counsel

  
	
  Retirement Income &
  Investments

  	
   

  	
  Telecopier
  Numbers: 

  	
   203-326-4177

  
	
  Telecopier
  Numbers:

  	
  804-281-6165
  (CFO)

  	
   

  	
   

  	
  203-708-3107

  
	
   

  	
  804-281-6005
  (GC)

  	
   

  	
   

  



 


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


 


6

















 


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


 


7

















 


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 GNA 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.


 


8

















 


(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.


 


9

















 


Agreed to as of the date first
above written.


 


 


	
  GNA
  Corporation

  	
  GE Financial
  Assurance Holdings, Inc.

  
	
   

  	
   

  
	
  By:

  	
    /s/ Geoffrey S. Stiff

  	
   

  	
  By:

  	
  /s/ Michael
  J. Cosgrove

  	
   

  
	
  Name:  Geoffrey S.Stiff  

  	
  Name:
  Michael J. Cosgrove

  
	
  Title:

  	
   Title:

  
						



 


 


	
  GE Asset
  Management Incorporated

  
	
   

  
	
  By:

  	
  /s/ Michael
  J. Cosgrove

  	
   

  
	
  Name:
  Michael J. Cosgrove  

  
	
  Title:

  



 


10

















 


EXHIBIT A


 


COMPENSATION SCHEDULE


 


Compensation
/ Fee.  In
consideration for its agreements set forth herein, GEFAHI shall compensate GNA
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.


 


11