ITEM 27(i)i
THIRD PARTY ADMINISTRATION AND TRANSFER AGENT AGREEMENT
THIS AGREEMENT by and between Andesa TPA, Inc. (hereinafter called "Andesa"),
a Pennsylvania corporation, and PHG, PFL Life Insurance Company, an Iowa
corporation, Western Reserve Life Assurance Co. of Ohio, an Ohio corporation,
and Life Investors Insurance Company of America, an Iowa corporation ("Life
Investors"), for itself and as a provider of certain services to AUSA Life
Insurance Company, Inc. (all of the aforementioned companies other than Andesa
TPA and AUSA Life shall be known collectively as, the "Insurers"), is effective
as of July 1, 1997 ("Effective Date").
WHEREAS, the Insurers intend to issue certain life insurance policies and
related riders on the forms set forth in the attached Schedule A (hereinafter
called "Policies") through producers (hereinafter called "Producer") to
employers or, in certain instances, to other entities such as designated
employees of an employer (hereinafter called "Policy Owner"); and
WHEREAS, both Andesa and the Insurers desire that Andesa provide the Insurers,
Producer and Policy Owner with certain administrative and transfer agent
services in conjunction with each issued policy; and
WHEREAS, Section l8.q. of this Agreement provides that Life Investors will act
on behalf of the Insurers for purposes of administering this Agreement; and
WHEREAS, Life Investors wishes to ensure continuity of administrative services
in the event Andesa is unable to provide such services;
NOW, THEREFORE, intending to be legally bound, the parties agree as follows:
1. DEVELOPMENT SERVICES
a. Andesa will customize its administrative systems in
preparation for providing the service responses specified in
the Administrative System Specifications approved by Life
Investors and Andesa and dated according to Schedule A, as it
may be amended from time to time ("Administrative System
Specifications").
b. Andesa will provide Life Investors with a Project Plan for
such system customization. The Project Plan will include
target dates to be met by Life Investors and Andesa.
c. Andesa and Life Investors understand and agree that achieving
the target dates is important. Both Andesa and Life Investors
will use their best efforts to meet the target dates and
acknowledge that failure to meet target dates probably will
force subsequent delays to subsequent target dates.
2. ONGOING SERVICES
Subject to all other terms and conditions of this Agreement, Andesa
will provide the following services for as long as this Agreement is
in force:
a. INSURANCE COVERAGE DOCUMENTS
Andesa, on behalf of the Insurers and upon instruction from
Life Investors, will issue appropriate evidence of insurance
to Policy Owner for each person insured and maintain records
of policy transactions (including, but not limited to premium
payments, loans, surrenders, beneficiary changes, address
changes and death claims) as set forth in the Administrative
System Specifications. Andesa will have no authority
Andesa TPA, Inc._________________________________________________________Page 1
(June 24, 1998)
to underwrite, approve or effect insurance on behalf of the
Insurers or to collect premium payments or any other funds
due to the Insurers, unless otherwise agreed to in writing by
the Insurers and Andesa. Andesa will promptly refer all
inquiries to Life Investors with respect to the purchase of
Policies. Andesa will only use forms which have been
previously approved in writing by Life Investors in
administering the policies.
b. COMPUTATION OF POLICY VALUES
For each person insured, Andesa will compute policy values
according to the Administrative System Specifications.
c. REPORTING
Andesa will provide Life Investors, Policy Owner and Producer
with the reports as set forth in the Administrative System
Specifications.
d. RESPONSE TO INQUIRIES
Andesa will respond to inquiries (e.g., policy values,
billing inquiries) as set forth in the Administrative System
Specifications. For SEC registered products, responses will
be limited to those that the SEC authorizes a Transfer Agent
to make.
e. TRAINING
Andesa will provide training at Andesa's office for
personnel of Life Investors in the operation of Andesa's life
insurance administrative system on a schedule Life Investors
and Andesa will agree upon. Andesa will make up to
twenty-four (24) hours of training available for the largest
number of persons which can reasonably be accommodated each
calendar year without charge to Life Investors. Additional
training will be provided upon request and according to a
schedule mutually convenient to Andesa and Life Investors.
Andesa will maintain a record of hours used for training and
will convert such hours to training fees according to the
current rate schedule published by Andesa and updated
annually. Andesa will xxxx monthly for training fees.
3. MODIFICATION SERVICES
Life Investors may from time to time and on behalf of the Insurers
request additional services or improvements to existing services
provided by Andesa. Where such requests require administrative systems
modifications, Life Investors will compensate Andesa in accordance
with Section 8.
Modification requests will be acknowledged and within ten (10)
business days an estimate of the time and cost to complete the
modifications will be provided to Life Investors. Modifications will
be completed on a mutually determined and agreed to schedule. Where
modifications are necessary due to legal or regulatory changes, they
will be completed as soon as possible. Andesa reserves the right to
refuse modification requests deemed beyond Andesa's existing business
scope.
4. STANDARDS OF PERFORMANCE
Andesa will perform all services with a high degree of professional
care. In furtherance thereto, Standards of Performance for specific
services will be done according to standards set forth in Schedule H
of this agreement, or as otherwise mutually agreed upon by Andesa and
Life Investors in writing.
Andesa TPA, Inc._________________________________________________________Page 2
(June 24, 1998)
5. TERM OF AGREEMENT
This Agreement will continue from the Effective Date until canceled
pursuant to the provisions of Sections 11 or 12.
6. CONFIDENTIALITY
Andesa will take all reasonable actions to maintain the
confidentiality of all data of the Policy Owner and the Insurers used
in the performance of this Agreement. Andesa will not disclose these
data or the contents of any record maintained pursuant to this
Agreement to any party other than the Insurers, Policy Owner, or
Producer that placed Policies with the Policy Owner, without the
express written consent of Life Investors.
During the term of this Agreement and thereafter, none of the Insurers
or Andesa will disclose to any third party, or appropriate for its own
use (except as contemplated under this Agreement) or for the use of
any third party, any confidential information received from any of the
Insurers or Andesa, except that any of the Insurers may disclose
confidential information requested by its auditors or any recognized
rating agency (including without limitation Moody's, Standard & Poor,
Duff & Xxxxxx and A.M. Best) that is in the process or rating such
Insurer. For purposes of this Agreement, confidential information
includes all information or materials related to the business affairs
or procedures of Andesa or the Insurers, or the design, programs, flow
charts and documentation of Andesa's or the Insurers' data processing
applications systems and software.
Should Andesa or any of the Insurers disclose confidential information
to each other, or should Andesa or any of the Insurers learn of
confidential information, none of them will, anytime during or after
the term of this Agreement, disclose such information to any other
individual, company or other entity or agency, nor use such
confidential information for any purpose other than in performance of
this Agreement.
Andesa and the Insurers will not deem the following information
confidential information. Andesa and the Insurers will have no
obligation with respect to any such information which:
is approved in writing by the party from which such
information was received for disclosure to third parties
generally; or
b. is generally known or is available to the public at the time
of disclosure or becomes generally known through no wrongful
act on the part of the disclosing party; or
c. is in the receiving party's possession at the time of
disclosure (unless such information has been received as a
result of such party's breach of obligation); or
d. is known by the receiving party through disclosure by sources
other than a party hereto, but only if such disclosing
sources had the legal rights to make such disclosure.
Information which is confidential but which is required by law,
regulation or order of a court of competent jurisdiction to be
released will continue to be deemed confidential by Andesa and the
Insurers. Both the Insurers and Andesa will exercise their reasonable
efforts to notify each other of any hearing or proceeding that is
likely to result in any such order, and to afford each other an
opportunity to object to such disclosure. Both the Insurers and Andesa
agree not to disclose confidential information without exercising
reasonable efforts to seek the consent of the party to disclose it, or
a confidentiality agreement and/or protective order from the third
party seeking the information.
Andesa TPA, Inc._________________________________________________________Page 3
(June 24, 1998)
7. WARRANTIES
Andesa warrants that the services performed and/or materials produced
will not violate any proprietary rights of any third party, including,
but without limitation, confidential relationships, contractual
agreements, patent, trademark and copyright rights.
Andesa warrants that it has registered and will maintain its
registration as a transfer agent under applicable law if required for
the Policies currently administered; that it is empowered under
applicable laws and by its charter and bylaws to enter and perform
this Agreement; and that it has and will continue to have access to
the necessary facilities, equipment and personnel to perform its
duties and obligations under this Agreement.
Andesa warrants and represents that it has registered, applied for
licensing or certification as a third party administrator ("TPA");
that it has been approved, registered, licensed or certified, or has
received written exemption from registration, licensing or
certification as a TPA in every jurisdiction that requires such
registration, license or certificate. Andesa will maintain current
registration, licensing or certification in every jurisdiction that
requires such registration, license or certificate to operate as a TPA
and has not provided Andesa with written exemption.
Andesa warrants and represents that it is in compliance and that it
will comply with all applicable statutes, rules, regulations and case
law governing third party administrators.
Andesa will notify Life Investors immediately if Andesa determines
that it is not in compliance or questions whether it is in compliance
with an applicable statute, rule, regulation or case law or if a
regulatory agency alleges that Andesa is not in compliance with a
statute, rule, regulation and case law.
Andesa will defend, indemnify and hold the Insurers harmless from any
action brought against the Insurers to the extent that the action is a
result of Andesa violating or failing to comply with an applicable
statute, rule, regulation or case law governing TPAs or results from
Andesa's breach of its duties under this Agreement. Andesa will pay
all costs, damages and reasonable attorneys' fees finally awarded
against any of the Insurers in such an action or costs of any
settlement entered into and approved by Andesa, provided that Life
Investors promptly notifies Andesa in writing of the claim. Andesa and
the Insurers will both have the right to defend on the claim on their
own behalf, and Andesa and the Insurers will make available to the
other party all relevant records, papers or information and will
cooperate in defense of the claim as reasonably requested by the other
party. Each party will have the prior right to approve any settlement
agreement entered into by the other.
Andesa warrants that all non-Andesa owned software and hardware in
use at Andesa's installation furnishing services hereunder has been
obtained by Andesa under valid licenses or purchases from the owners
thereof, that it has all rights necessary to use the software and
hardware in furnishing services here under, and that Andesa is not
now, nor will be during the term of the Agreement, in default under
any such license. Andesa warrants that it will not use any software
or hardware during the term of the Agreement that may cause the
Insurers to be charged with infringement upon or any violation of the
rights of any owner thereof.
Andesa warrants that all software to be used by Andesa in performing
under this Agreement will perform all date-related functions in
respect of dates prior to the year 1999 accurately, and that such
software will perform all such functions in respect of dates during
and after the year 1999 with the same accuracy.
Andesa TPA, Inc._________________________________________________________Page 4
(June 24, 1998)
Andesa will make all reasonable efforts to defend any claims or
actions regarding infringement or misappropriation of its life
insurance administrative system.
Andesa warrants that it will maintain an errors and omissions policy
in an amount not less than $1,000,000. Andesa will maintain $100,000
of criminal theft insurance. Andesa will, upon request from Life
Investors, provide satisfactory evidence of any such insurance
coverage.
Andesa warrants that it has the absolute right to grant Life Investors
a license for use of Licensed Software.
Andesa warrants that it will perform its obligations hereunder
according to the Standards of Performance described in Section 4. It
is intended by the parties that such requirements may be modified from
time to time and will be modified or defined in the Administrative
System Specifications. Failure as a result of errors by Andesa will be
identified by Life Investors within a reasonable amount of time after
Life Investors learns of such errors and sufficient documentation for
Andesa to correct such errors will accompany the notification. Andesa
will correct such errors within thirty (30) days.
Errors which are the result of incomplete or incorrect information
from Life Investors will be identified as such. Andesa will correct
these errors within thirty (30) days of notification and receipt of
sufficient documentation to correct such errors, however, the cost of
such corrections may be billed, and if so, will be billed at the rates
charged for improvements or modifications not covered by the
Administrative System Specifications.
Life Investors warrants that it has the absolute right to the employee
and benefit data submitted to Andesa and agrees to hold Andesa
harmless for any damages resulting from communication of such data.
Except as expressly set forth in this Agreement, no party makes any
representations or warranties, express or implied, to any other
including without limitation the warranties of merchantability or
fitness for a particular purpose.
Except as expressly set forth or reasonably implied in this agreement,
no party will be liable to any other for any indirect, incidental,
special, consequential or punitive damages, regardless of whether such
party has been advised of the possibility of such damages.
Despite any other provisions of this Agreement, the requirements of
this Section will survive termination of this Agreement.
8. COMPENSATION TO ANDESA FROM LIFE INVESTORS
a. For the Development Services described in Section 1, Life
Investors will pay Andesa according to Schedule B.
b. For the Ongoing Services described in Section 2, Life
Investors will pay Andesa according to Schedule C.
c. For the Modification Services described in Section 3, Life
Investors will pay Andesa according to Schedule D.
d. Life Investors will reimburse Andesa for reasonable
out-of-pocket expenses incurred at the Insurers' request and
billed by Andesa, including travel to and from the Insurers'
site, lodging, meals, telephone and shipping, as may be
necessary in connection with the duties performed by Andesa
under this
Andesa TPA, Inc. _______________________________________________________ Page 5
(June 24, 1998)
Agreement. All reimbursements will be made in accordance with
Life Investors' corporate travel guidelines provided a
current copy has been provided to Andesa on a timely basis.
e. Except as otherwise stipulated in this Agreement, if there is
a termination of Andesa's services pursuant to Section l2.c.
before the fifth anniversary of the execution of this
Agreement, the Insurers will pay monthly the Base System
Operations Fee, and the fees for all Products, Cases and
Policies active as of the termination date until the fifth
anniversary of the execution of this Agreement.
9. OWNERSHIP OF RECORDS
Andesa and the Insurers specifically agree that all records developed
and maintained pursuant to Section 2 are the properties of the
Insurers. Upon termination of Andesa's services pursuant to this
Agreement for any reason, Andesa will transfer such records to Life
Investors within ten (10) business days following the date of
termination. The Insurers hereby grant Andesa the right to maintain
copies of records as may be required to document the services
performed prior to termination and to comply with the provisions of
Section 17.
10. INSPECTION OF RECORDS
Andesa agrees to permit Life Investors and its authorized
representatives to have full access to the premises and to all books
and records of Andesa concerning the business contemplated in this
Agreement during regular business hours and following reasonable
advance notice to Andesa. Life Investors will have the right to make
copies of books and records and excerpts therefrom.
11. PARTIAL TERMINATION OF ANDESA'S SERVICES
Andesa's Services as described in Section 2 will end with respect to a
specific Policy Owner upon:
a. Cancellation of Policies for that Policy Owner by Policy
Owner, or by written notice from Life Investors, or
b. Andesa's failure to substantially perform its duties under
this Agreement on behalf of said Policy Owner, unless cured
by Andesa within sixty (60) days of receipt of a written
notice by Life Investors that specifies the nature of the
alleged failure to perform.
12. COMPLETE TERMINATION OF ANDESA'S SERVICES
Andesa's Services as described in Section 2 will end with respect to
all Policy Owners and the Insurers upon:
a. Andesa's failure to substantially perform its duties under
this Agreement unless cured by Andesa within sixty (60) days
of receipt of a written notice by Life Investors that
specifies the nature of the alleged failure to perform.
b. Failure of Life Investors to make the compensation payments
to Andesa as specified in Section 8 within thirty (30) days
of notification by Andesa that the payment is overdue by
sixty (60) or more days.
c. Election by Life Investors.
d. Bankruptcy, receivership or dissolution of Andesa, or the
assignment by Andesa of more than twenty-five (25) percent of
its assets for the benefit of creditors.
Andesa TPA, Inc. _______________________________________________________ Page 6
(June 24, 1998)
The sixth unnumbered paragraph of Section 7 and the provisions of
Sections 6 and 9 shall survive the termination of this Agreement.
13. LICENSED SOFTWARE
The executable programs and associated documentation Andesa uses to
provide the services specified in Section 2 is herein referred to as
"Licensed Software."
14. USE OF ANDESA'S LICENSED SOFTWARE
If there is a termination of Andesa's services pursuant to Sections
ll.b, l2.a, or l2.d, and Life Investors elects to use Licensed
Software to provide services specified in Section 2, then Life
Investors will be entitled to the Licensed Software that is being kept
in escrow in accordance with Section 16 of this Agreement. The
following conditions apply:
x. XXXXX OF LICENSE
Andesa grants Life Investors a perpetual license for the use
of the Licensed Software. Andesa authorizes Life Investors'
use of the license only for providing Policy Owner with the
services specified in Section 2. Andesa retains the right to
use any ideas, concepts, knowledge, or techniques contained
in the materials or information furnished by Andesa pursuant
to this Agreement. Andesa retains any and all rights it may
have under U.S. Patent Laws, U.S. Statutory Copyright Laws,
or other applicable laws.
b. USE OF SOFTWARE
Use of Licensed Software is limited to Life Investors'
employees and independent contractors providing programming
services to Life Investors on Life Investors' premises or
under Life Investors direction. Any independent contractors
which Life Investors desires to use the Licensed Software
must agree in writing to maintain the confidentiality of the
Licensed Software and must not be affiliated with a company
providing administrative services to life insurance
companies.
c. CONFIDENTIALITY OF LICENSED SOFTWARE
Andesa warrants that all non-Andesa owned software and
hardware in use at Andesa's installation furnishing services
hereunder has been obtained by Andesa under valid licenses or
purchases from the owners thereof, that it has all rights
necessary to use the software and hardware in furnishing
services here under, and that Andesa is not now, nor will be
during the term of the Agreement, in default under any such
license. Andesa warrants that it will not use any software or
hardware during the term of the Agreement that may cause any
of the Insurers to be charged with infringement upon or any
violation of the rights of any owner thereof.
Life Investors will exercise reasonable care to keep the
Licensed Software confidential. In the event Life Investors
contracts to use a third party to provide the administrative
services to Policy Owner, Life Investors will inform such
third party of this obligation. Life Investors will be
responsible to Andesa for all damages resulting from Life
Investors' or such third party's failure to comply with this
provision.
d. CONSULTING SERVICES
In the event Life Investors elects to use the Licensed
software, within fifteen (15) days of Life Investors'
election of this option, Andesa will provide to Life
Investors the licensed specifications for hardware and
Andesa TPA, Inc. _______________________________________________________ Page 7
(June 24, 1998)
software configuration, software installation, and all other
specifications reasonably necessary to enable Life Investors
to perform the services described in Section 2.
e. Training and Maintenance Services
Andesa will provide training and software maintenance in
accordance with Schedule E.
f. Compensation of Andesa by Life Investors
Life Investors will pay Andesa in accordance with Schedule E
15. Continued Use
Andesa warrants the Insurers' rights to continued, uninterrupted use
of the services provided hereunder, subject to the terms hereof, if
there is a successor in interest by merger, operation of law,
assignment, purchase or otherwise. Andesa and the Insurers agree that
the terms and conditions of this Agreement will remain intact unless
the Insurers and Andesa agree in writing to modify or amend this
agreement.
16. Escrow of Programs
Andesa agrees to keep on deposit a current copy of the Licensed
Software according to the Escrow Agreement attached as Schedule F. The
licensed software held in escrow will be updated within sixty (60)
days of the release of a major new version to maintain the most
current versions with upgrades in escrow. Life Investors will pay all
expenses related to escrowing the Licensed Software.
17. Record Maintenance, Data Security, Backup And Recovery
Andesa will provide data security, backup and recovery according to
its Disaster Recovery Plan, a copy of which Andesa will provide to
Life Investors upon request.
Andesa will maintain, for five (5) years beyond the term of this
Agreement, the records developed and maintained pursuant to Section 2.
The Insurers will have the right to receive any and all records or
copies of same in lieu of Andesa destroying such records.
18. General Provisions
This Agreement will be governed by and construed in all
respects according to laws of the State of Iowa.
b. All disputes between the parties will be submitted to binding
arbitration according to the commercial arbitration rules of
the American Arbitration Association to be conducted at some
mutually agreed location. In no event will Andesa attempt to
resolve disputes via failure to perform services. In no event
will Life Investors attempt to resolve disputes via failure
to compensate Andesa.
All attached schedules are incorporated herein by reference.
d. Andesa, at all times, will be an independent contractor and
the employees of Andesa will in no event be considered
employees of any of the Insurers. No agency relationship
between the parties, except as expressly provided herein,
will exist from the execution of this Agreement or the
performance of duties by the parties hereunder.
Andesa TPA, Inc. _______________________________________________________ Page 8
(June 24, 1998)
In its capacity as an independent contractor, Andesa agrees
and represents, and the Insurers agree, that Andesa (1) has
the right to control and direct the means and methods of
performing the services by itself and its employees: (2) will
provide supervision of all its employees assigned to perform
the services, except for account management responsibilities;
(3) does not participate in benefits of any sort which the
Insurers offers their respective employees; (4) is
responsible for paying all ordinary and necessary expenses of
its employees, including, without limitation, all payroll
taxes, workers compensation premiums, insurance premiums,
employee benefits, etc., except to the extent that the
parties agree to reimbursement of certain expenses, including
but not limited to travel or per diem expenses; (5) maintains
a place of business at a location other than the premises of
Life Investors; (6) will not require that it or its employees
be trained by Life Investors in the professional skills
necessary to perform the services, though Life Investors may
give general directions and orientation instructions.
This Agreement and any waiver, amendment or modification of
any provision hereof will not be binding upon either party
until an authorized officer of said party signs it.
Except as otherwise stipulated in this Agreement, this
Agreement will be binding upon and inure to the benefit of
the parties hereto and their respective permitted successors
and lawful assigns.
g. All rights, powers and privileges conferred will be
cumulative and will not restrict those given by law. No
failure of a party to exercise any power or right given to
said party hereunder, and no customs or practices of the
parties in variance of the terms hereof will constitute a
waiver of a party's right to demand exact compliance with the
terms hereof.
h. Except as otherwise may be stipulated in this Agreement,
Andesa and Life Investors each agree to indemnify and to hold
the other harmless, against any and all claims, demands,
causes of action, losses, costs and expenses, including
without limitation all costs, expenses and reasonable
attorneys' fees (whether based upon tort, breach of this
Agreement, failure to pay employee taxes or withholdings,
failure to obtain workers' compensation insurance, or
otherwise), including reasonable attorneys' fees incurred in
appealing an adverse judgment, death or injury to any person,
damage to any property, by whomsoever suffered, arising out
of any act of omission or negligence by the indemnifying
party, its permitted assigns, or their respective
subcontractors, officers, directors, employees, or servants.
i. The performance by Andesa and Life Investors hereunder will
be subject to delays caused by an Act of God, war, riot,
fIre, explosion, accident, flood, sabotage, inability to
obtain fuel or power, governmental laws, regulations or
order, or any other cause beyond the reasonable control of a
party. If there is such delay, the times for performance as
specified in Section 11. b and 12.a will be extended for an
additional sixty (60) days.
Neither party may assign its rights, duties and liabilities
pursuant to this Agreement to any third party without prior
written consent of the other party. which will not be
unreasonably withheld; except that the Insurers will have the
right to assign all their rights, duties and liabilities
pursuant to this Agreement in the event the Insurers sell or
otherwise disposes of the entire block of business that is
administered by Andesa under this agreement.
k. If any court deems any word, phrase, clause or provision of
this Agreement to be invalid, illegal or unenforceable, then
notwithstanding such invalidity, illegality or
unenforceability, the remainder of this Agreement will
nevertheless remain in full force and effect.
1. This Agreement, taken together with supporting documents
incorporated by reference herein, constitutes the entire
Agreement between the parties with respect to the subject
matter contained herein and may only be modified by an
amendment executed in writing by the parties hereto. No
statement, promise, or
Andesa TPA, Inc. ________________________________________________________ Page 9
(June 24, 1998)
inducement made by any of the Insurers, Andesa, or any
representative that is not contained in this Agreement will
be valid or binding.
m. Both parties agree to execute and deliver promptly any and
all further documents reasonably required to fully carry out
the terms and intent of this Agreement.
n. Life Investors, through its own representatives, from time to
time after the Effective Date, may make such investigation of
Andesa and such audits of its financial condition and
performance under this Agreement as it deems necessary or
advisable to familiarize itself with Andesa. In furtherance
thereto, Andesa agrees to provide Life Investors upon request
with an annual financial statement and independent auditor's
report prepared by a Certified Public Accountant chosen by
Andesa, and will not unreasonably withhold information from
Life Investors concerning Andesa's interim financial
condition or performance hereunder. Andesa agrees to permit
Life Investors and its authorized representatives to have
full access to the premises and to all books and records of
Andesa concerning the business contemplated in this Agreement
during regular business hours and upon reasonable advance
notice to Andesa. Life Investors will have the right to make
copies of books and records and excerpts therefrom.
o. Neither party will use the name, trade name, service marks,
trademarks, trade dress or logo of the other in publicity
releases, advertising or similar activities without the prior
written consent of the other.
p. All notices provided for in this Agreement will be in
writing, addressed to the appropriate party at the respective
address set forth below or to such other address as provided
for by notice, and sent by registered or certified mail,
return receipt requested, or by overnight delivery. All
notices must require the recipient's delivery or receipt
signature. Notices are effective on the date they are
received. The receiving party must inform the sender of the
date when notice was received.
Andesa: The Insurers:
Andesa TPA, Inc. Life Investors Insurance
0000 X. Xxxxx Xxxxx Xxxxxxxxx, Company of America
Suite 502 ATTN: Manager,
Xxxxxxxxx, XX 00000-0000 Extraordinary Markets
0000 Xxxxxxxx Xxxx XX
Xxxxx Xxxxxx, XX 00000
with a simultaneous copy
to:
Life Investors Insurance
Company of America
ATTN: Individual Division
General Counsel
0000 Xxxxxxxx Xxxx XX
Xxxxx Xxxxxx, XX 00000
q. Each of the Insurers hereby authorizes Life Investors to act
on behalf of such insurer for the purpose of administering
this agreement.
r. Each of the undersigned persons represents that they have the
authority to execute this Agreement on behalf of the party
for which he signs.
IN WITNESS WHEREOF the parties have by their duly authorized representatives
hereto executed this Agreement on the day and year above first written.
Andesa TPA, Inc.________________________________________________________Page 10
(June 24, 1998)
Andesa TPA, Inc. Life Investors
By: /s/ Xxxx X. Xxxxxx By: /s/
-------------------------- -------------------------------
Name: Xxxx X. Xxxxxx Name:
Title: President Title:
Date: 6/26/98 Date:
------------------------
Andesa TPA, Inc. ______________________________________________________ Page 11
(June 24, 1998)
PFL Life
/s/
----------------------------------
Name:
Title:
Date:
-----------------------------
Western Reserve Life
/s/
----------------------------------
Name:
Title:
Date:
-----------------------------
Andesa TPA, Inc. ______________________________________________________ Page 12
(June 24, 1998)
