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 The Bank of New York, as trustee, and GSS Holdings II, Inc., as trust beneficial owner, dated September 28, 2006.
Exhibit 4.1*
Indenture entered into between The Bank of New York Trust Company, N.A., as indenture trustee, and U.S. Bank National Association, as trustee, on behalf of the Trust, dated October 5, 2006.
Exhibit 4.2**
Tripartite Agreement dated as of October 1, 2006, among GSS Holdings II, Inc., as trust beneficial owner, The Bank of New York, as prior trustee and U.S. Bank National Association, as successor trustee.
Exhibit 4.3*
Note issued by the Trust dated October 5, 2006.
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 October 5, 2006.
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 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 Ernst & Young LLP, independent registered public accounting firm for The Bank of New York Trust Company, N.A.
Exhibit 34.3
Attestation Report on Assessment of Compliance with Servicing Criteria of PricewaterhouseCoopers LLP, independent registered public accounting firm for SunTrust Bank.
Exhibit 35
Servicer Compliance Statement of The Bank of New York Trust Company, N.A.
* Previously filed by Genworth Life and Annuity Insurance Company (“GLAIC”) with the Commission on Form 8-K on October 5, 2006.
** 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 29, 2007
By:
/s/ Dennis R. Vigneau
Name:
Dennis R. Vigneau
Title:
Senior Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit 3*
Trust Agreement entered into between The Bank of New York, as trustee, and GSS Holdings II, Inc., as trust beneficial owner, dated September 28, 2006.
Exhibit 4.1*
Indenture entered into between The Bank of New York Trust Company, N.A., as indenture trustee, and U.S. Bank National Association, as trustee, on behalf of the Trust, dated October 5, 2006.
Exhibit 4.2**
Tripartite Agreement dated as of October 1, 2006, among GSS Holdings II, Inc., as trust beneficial owner, The Bank of New York, as prior trustee and U.S. Bank National Association, as successor trustee.
Exhibit 4.3*
Note issued by the Trust dated October 5, 2006.
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 October 5, 2006.
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 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 Ernst & Young LLP, independent registered public accounting firm for The Bank of New York Trust Company, N.A.
Exhibit 34.3
Attestation Report on Assessment of Compliance with Servicing Criteria of PricewaterhouseCoopers LLP, independent registered public accounting firm for SunTrust Bank.
Exhibit 35
Servicer Compliance Statement of The Bank of New York Trust Company, N.A.
* Previously filed by Genworth Life and Annuity Insurance Company (“GLAIC”) with the Commission on Form 8-K on October 5, 2006.
** Previously filed by GLAIC with the Commission on Form 8-K on October 5, 2006.