Item 1B. Unresolved Staff Comments.
None.
PART II
Item 9B.
Item 9B. Other Information.
None.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
Exhibit 3*
Trust Agreement entered into between U.S. Bank National Association, as trustee, and GSS Holdings II, Inc., as trust beneficial owner, dated April 14, 2008.
Exhibit 4.1*
Indenture entered into between The Bank of New York Trust Company, N.A. (now known as The Bank of New York Mellon Trust Company, N.A.), as indenture trustee, and U.S. Bank National Association, as trustee, on behalf of the Trust, dated April 17, 2008.
Exhibit 4.2*
Note issued by the Trust dated April 17, 2008.
Exhibit 10.1**
Form of Expense and Indemnity Agreement by and between GLAIC and U.S. Bank National Association, as trustee (on behalf of itself and each trust).
Exhibit 10.5*
Funding Agreement issued by GLAIC to the Trust effective as of April 17, 2008.
Exhibit 31.1
Section 302 Certification.
Exhibit 33.1
Report on Assessment of Compliance with Servicing Criteria of GLAIC.
Exhibit 33.2
Report on Assessment of Compliance with Servicing Criteria of The Bank of New York Mellon Trust Company, N.A.
Exhibit 33.3
Report on Assessment of Compliance with Servicing Criteria of SunTrust Bank.
Exhibit 34.1
Attestation Report on Assessment of Compliance with Servicing Criteria of KPMG LLP, independent registered public accounting firm for GLAIC.
Exhibit 34.2
Attestation Report on Assessment of Compliance with Servicing Criteria of KPMG LLP, independent registered public accounting firm for The Bank of New York Mellon Trust Company, N.A.
Exhibit 34.3
Attestation Report on Assessment of Compliance with Servicing Criteria of Ernst & Young LLP, independent registered public accounting firm for SunTrust Bank.
Exhibit 35
Servicer Compliance Statement of The Bank of New York Mellon Trust Company, N.A.
* Previously filed by Genworth Life and Annuity Insurance Company (“GLAIC”) with the Commission on Form 8-K on April 17, 2008.
** Previously filed by GLAIC with the Commission on Form 8-K on October 5, 2006.
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT
TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT
No annual report or proxy materials have been sent to security holders and no such report or proxy materials are to be furnished to security holders subsequent to the filling of this Annual Report on Form 10-K.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GENWORTH LIFE AND ANNUITY INSURANCE COMPANY (Depositor)
Date: March 30, 2009
By:
/s/ Heather C. Harker
Name:
Heather C. Harker
Title:
Vice President and Associate General Counsel
EXHIBIT INDEX
Exhibit 3*
Trust Agreement entered into between U.S. Bank National Association, as trustee, and GSS Holdings II, Inc., as trust beneficial owner, dated April 14, 2008.
Exhibit 4.1*
Indenture entered into between The Bank of New York Trust Company, N.A. (now known as The Bank of New York Mellon Trust Company, N.A.), as indenture trustee, and U.S. Bank National Association, as trustee, on behalf of the Trust, dated April 17, 2008.
Exhibit 4.2*
Note issued by the Trust dated April 17, 2008.
Exhibit 10.1**
Form of Expense and Indemnity Agreement by and between GLAIC and U.S. Bank National Association, as trustee (on behalf of itself and each trust).
Exhibit 10.5*
Funding Agreement issued by GLAIC to the Trust effective as of April 17, 2008.
Exhibit 31.1
Section 302 Certification.
Exhibit 33.1
Report on Assessment of Compliance with Servicing Criteria of GLAIC.
Exhibit 33.2
Report on Assessment of Compliance with Servicing Criteria of The Bank of New York Mellon Trust Company, N.A.
Exhibit 33.3
Report on Assessment of Compliance with Servicing Criteria of SunTrust Bank.
Exhibit 34.1
Attestation Report on Assessment of Compliance with Servicing Criteria of KPMG LLP, independent registered public accounting firm for GLAIC.
Exhibit 34.2
Attestation Report on Assessment of Compliance with Servicing Criteria of KPMG LLP, independent registered public accounting firm for The Bank of New York Mellon Trust Company, N.A.
Exhibit 34.3
Attestation Report on Assessment of Compliance with Servicing Criteria of Ernst & Young LLP, independent registered public accounting firm for SunTrust Bank.
Exhibit 35
Servicer Compliance Statement of The Bank of New York Mellon Trust Company, N.A.
* Previously filed by Genworth Life and Annuity Insurance Company (“GLAIC”) with the Commission on Form 8-K on April 17, 2008.
** Previously filed by GLAIC with the Commission on Form 8-K on October 5, 2006.