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 December 15, 2005.
Exhibit 4.1*
Indenture entered into between JPMorgan Chase Bank, N.A., as indenture trustee, and The Bank of New York, as trustee, on behalf of the Trust, dated December 21, 2005.
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 December 21, 2005.
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 December 21, 2005.
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 JPMorgan Chase Bank, N.A.
Exhibit 33.3
Report on Assessment of Compliance with Servicing Criteria of The Bank of New York Trust Company, N.A.
Exhibit 33.4
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 PricewaterhouseCoopers LLP, independent registered public accounting firm for JPMorgan Chase Bank, N.A.
Exhibit 34.3
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 34.4
Attestation Report on Assessment of Compliance with Servicing Criteria of PricewaterhouseCoopers LLP, independent registered public accounting firm for SunTrust Bank.
Exhibit 35.1
Servicer Compliance Statement of JPMorgan Chase Bank, N.A.
Exhibit 35.2
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 December 21, 2005.
** Previously filed by GLAIC with the Commission on Form 8-K on October 5, 2006.
 Previously filed by GLAIC with the Commission on March 29, 2006 on Form 10-D (File No. 333-128718-01).
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 December 15, 2005.
Exhibit 4.1*
Indenture entered into between JPMorgan Chase Bank, N.A., as indenture trustee, and The Bank of New York, as trustee, on behalf of the Trust, dated December 21, 2005.
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 December 21, 2005.
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 December 21, 2005.
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 JPMorgan Chase Bank, N.A.
Exhibit 33.3
Report on Assessment of Compliance with Servicing Criteria of The Bank of New York Trust Company, N.A.
Exhibit 33.4
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 PricewaterhouseCoopers LLP, independent registered public accounting firm for JPMorgan Chase Bank, N.A.
Exhibit 34.3
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 34.4
Attestation Report on Assessment of Compliance with Servicing Criteria of PricewaterhouseCoopers LLP, independent registered public accounting firm for SunTrust Bank.
Exhibit 35.1
Servicer Compliance Statement of JPMorgan Chase Bank, N.A.
Exhibit 35.2
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 December 21, 2005.
** Previously filed by GLAIC with the Commission on Form 8-K on October 5, 2006.
 Previously filed by GLAIC with the Commission on March 29, 2006 on Form 10-D (File No. 333-128718-01).