Exhibit 10.25
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ("Agreement") is made effective
as of 12:01 a.m. Eastern Standard Time, on the 1st day of July, 1999 ("Effective
Date") by and among Allstate Insurance Company, an Illinois insurance company
("Allstate") and Intramerica Life Insurance Company, a New York insurance
company ("ILIC").
WHEREAS, ILIC is a direct subsidiary of Allstate; and
WHEREAS, Allstate has extensive experience in the operation of the
life insurance business; and
WHEREAS, ILIC desires Allstate to provide services to ILIC
(collectively, the "services") and desires further to make use in its day-to-day
operations of certain property, equipment and facilities (collectively, the
"facilities") of Allstate as ILIC may request with respect to the services; and
WHEREAS, Allstate and ILIC contemplate that such an agreement for
services will achieve certain operating economies and improve services to the
benefit of both of the companies; and
WHEREAS, Allstate and ILIC wish to assure that all charges for
services and the use of facilities incurred hereunder are reasonable and in
accordance with all applicable legal requirements, including New York Insurance
Department Regulation No. 33, and to the extent practicable reflect actual costs
and are arrived at in a fair and equitable manner, and that
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estimated costs, whenever used, are adjusted periodically, to bring them into
alignment with actual costs; and
WHEREAS, Allstate and ILIC wish to identify the services to be
rendered to ILIC by Allstate and the facilities to be used by ILIC, and to
provide a method of fixing bases for determining the charges to be made to ILIC;
NOW, THEREFORE, in consideration of the premises and of the mutual
promises set forth herein, and intending to be legally bound hereby, Allstate
and ILIC agree as follows:
1. PERFORMANCE OF SERVICES AND USE OF FACILITIES. Subject to the
terms, conditions and limitations of this Agreement, Allstate agrees to the
extent requested by ILIC to perform diligently and in a professional manner such
services as set forth in this Agreement as ILIC determines to be reasonably
necessary in the conduct of its insurance operations.
Subject to the terms, conditions and limitations of this Agreement,
Allstate agrees to the extent requested by ILIC to make available to ILIC such
of its facilities as ILIC may determine to be reasonably necessary in the
conduct of the portion of its insurance operations specified herein, including
data processing equipment, business property (whether owned or leased) and
communications equipment.
Allstate agrees at all times to maintain sufficient facilities and
trained personnel of the kind necessary to perform this Agreement.
a. CAPACITY OF PERSONNEL AND STATUS OF FACILITIES.
Whenever Allstate utilizes its personnel to perform services for ILIC
pursuant to
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this Agreement, such personnel shall at all times remain employees of
Allstate subject solely to its direction and control, and Allstate
shall alone retain full liability to such employees for their welfare,
salaries, fringe benefits, legally required employer contributions and
tax obligations.
No facility of Allstate used in performing services for or
subject to use by ILIC shall be deemed to be transferred, assigned,
conveyed or leased by performance or use pursuant to this Agreement.
b. EXERCISE OF JUDGMENT IN RENDERING SERVICES. In providing any
services hereunder which require the exercise of judgment by Allstate,
Allstate shall perform any such service in accordance with any
standards and guidelines ILIC develops and communicates to Allstate.
In performing any services hereunder, Allstate shall at all times act
in a manner reasonably calculated to be in or not opposed to the best
interests of ILIC.
c. CONTROL. The performance of services by Allstate for ILIC
pursuant to this Agreement shall in no way impair the absolute control
of the business and operations of Allstate or ILIC by their respective
Boards of Directors. Allstate shall act hereunder so as to assure the
separate operating identity of ILIC.
2. SERVICES. The performance of Allstate under this Agreement with
respect to the business and operation of ILIC shall at all times be subject to
the direction and control of the Board of Directors of ILIC. In providing
services with respect to this Agreement, Allstate agrees that any and all
personal contact or communication, both oral and written, with
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ILIC's policyholders, insureds, beneficiaries and applicants will be done in the
name of and on behalf of ILIC. No mention of Allstate will be made in any such
personal contact or communication with ILIC's policyholders, insureds,
beneficiaries or applicants. Allstate agrees to use ILIC's letterhead for all
such written communication. Allstate further agrees that if any of its employees
who have direct contact with ILIC's policyholders, insureds, beneficiaries or
applicants perform such services from a location outside the State of New York,
Allstate will establish and maintain a toll free 800 telephone number for use by
ILIC's policyholders, insureds, beneficiaries and applicants.
Subject to the foregoing and to the terms, conditions and limitations
of this Agreement, Allstate shall provide to ILIC, at ILIC's request,
insurance-related services typically performed by a life insurance company with
respect to individual and group life insurance and annuity products, including
the services set forth below with respect to the business of ILIC.
a. ACCOUNTING, DATA PROCESSING, TAX AND AUDITING. Allstate
shall process all accounting functions and update all accounting
records of ILIC (including, but not limited to, the general ledger,
investment ledger, journals, cash book, subsidiary ledgers, and all
worksheets supporting annual, quarterly and other statements and
reports filed with or submitted to supervising and regulatory
authorities). Allstate shall process daily transfers to the
appropriate accounts and shall update ILIC's investment and general
ledger accounting systems. Allstate shall also provide such assistance
as may be required with respect to tax and auditing services. Such
auditing services shall include not only review of financial records
but may also include review of specific functions and
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activities in order to ensure compliance with ILIC's established
policies. This auditing provision shall not apply to ILIC's audit of
Allstate's services pursuant to this Agreement.
Allstate shall provide ILIC's home office in Farmingville,
New York computer access to the electronic system that generates the
electronic records with respect to ILIC's business. Computer access to
the electronic data media used to maintain ILIC's accounting records
shall be readily available, easily accessible, and in a readable
format during all normal business hours. Allstate shall maintain
format integrity and compatibility of the electronic records to ensure
such records which constitute ILIC's accounting records are current
and accessible.
In addition to providing the above described access to
ILIC's accounting records, Allstate personnel shall forward acceptable
backup (hard copy or another durable medium as long as the means to
access the durable medium is also maintained at the home office of
ILIC) on a monthly basis. Backup of ILIC's accounting records shall be
made on a regular basis from the accounting client server system. A
copy will be archived.
If the electronic system being used to maintain the records
which comprise ILIC's accounting records is to be replaced by a system
incompatible with the existing system, Allstate shall ensure that all
pre-existing records are accessible with the new system.
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b. FUNCTIONAL SUPPORT SERVICES. Allstate, when requested by
ILIC, shall provide functional support services including but not
limited to: (i) actuarial services, including rate and profit share
analysis, product research and development, counseling on reserving
requirements, work required for or in support of rate and/or form
submissions, actuarial certifications and advice with respect to
reinsurance, (ii) services associated with the establishment,
maintenance, registration with appropriate government agencies, and
administration of separate accounts, including unit pricing of the
separate accounts, (iii) services associated with the generation and
mailing of Form 1099, (iv) services in support of ERISA, 403(b) and
401(k) plans, (v) services in connection with the management of bank
accounts, (vi) telecommunications services and electronic data
processing services, facilities and integration, including software
programming and documentation and hardware utilization, (vii) legal
services, including representation of ILIC in the prosecution or
defense of actions and in the negotiation and preparation of contracts
and other documents, product development and drafting and filing of
policies and forms, governmental relations and advising on regulatory
compliance and rendering opinions on various legal matters, (viii)
purchasing, (ix) printing, forms management, distribution, mailings
and bulk handling, (x) human resource and employee relations services,
including payroll processing, employee benefit plan design and
administration, compensation design and administration, and recruiting
of personnel other than agents, (xi) reinsurance administration
services, and (xii)
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other corporate services including but not limited to escheat
processing, property and casualty insurance evaluation and
procurement, office design services, lease negotiation, library,
conference and travel, and purchasing.
c. POLICYHOLDER SERVICE. Allstate, when requested by ILIC,
shall provide policyholder services including but not limited to
activities involving personal contact or communication with a
policyholder or beneficiary, activities relating to policy loan
applications and payments, surrender requests including computation of
benefits payable, policy conversions, beneficiary changes, policy
changes, requests for general information, preparation and mailing of
disbursements, preparation and mailing of periodic reports and
statements, dividend computations, premium payments, policy lapses,
expires, nonforfeitures, reinstatements, consumer complaints and other
related policyholder services.
In addition, when requested by ILIC, Allstate shall provide
advice on unique or complex policyholder services issues with respect
to insurance products transacted by ILIC.
d. COLLECTION SERVICES. With regard to the collection of
premiums, deposits and other remittances from policyholders (including
payments of principal or interest on contract loans) and from any
collection facility, including intermediaries and other persons or
institutions that receive remittances with respect to the business of
ILIC, ILIC shall either perform these services on its own behalf or
shall establish a lock-box bank arrangement in its name for the
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deposit of amounts collected. If a lock-box arrangement is used, ILIC
employees or officers shall direct the disbursement of funds from the
lock-box arrangement.
e. UNDERWRITING AND ISSUE SUPPORT. Allstate, when requested by
ILIC, shall provide underwriting functions and services including, but
not limited to, product design, preparation and filing of
prospectuses, compliance, issuance of quotes and proposals, review of
applications for policies and advice with respect to underwriting,
review of rates, advice regarding issuance of policies, coverage
booklets and amendments, advice with respect to agent compensation and
other related services.
With respect to any underwriting services that are provided to
ILIC by Allstate pursuant to this Agreement, it is understood that:
(i) Allstate shall provide such services in accordance with the
underwriting guidelines and procedures of ILIC; and (ii) ILIC shall
retain all final underwriting authority.
f. CLAIMS ASSISTANCE. Allstate, when requested by ILIC, shall
assist ILIC by processing, examining and investigating claims. In
addition, when requested by ILIC, Allstate shall provide advice to
ILIC concerning ILIC's claims. It is understood that: (i) Allstate
shall provide such services in accordance with the claims guidelines
and procedures of ILIC; and (ii) ILIC shall retain final approval
authority for all claims. In performing claims services for ILIC
pursuant to this Agreement, Allstate shall obtain and maintain all
necessary licenses and permits required in order to comply with
applicable laws and regulations.
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g. PUBLIC RELATIONS, ADVERTISING, SALES AND MARKETING
PROMOTIONAL SERVICES. Allstate, when requested by ILIC, shall provide
marketing assistance and services, including sales aids, rate guides,
sales brochures, solicitation materials and such other promotional
materials, information, assistance and advice as shall assist the
sales, public relations and advertising efforts of ILIC, as well as
services in connection with and in support of broker and distributor
licensing and appointing, contracts and compensation. In addition,
when requested by ILIC, Allstate shall provide to ILIC advice with
respect to issues regarding public relations, advertising, sales and
marketing. All advertising, sales and marketing material utilized by
or on behalf of ILIC shall be subject to the prior approval of ILIC
and ILIC shall maintain files of all such material in accordance with
New York Insurance Department Regulation 34 and Regulation 34A.
3. CHARGES. ILIC agrees to reimburse Allstate for services and
facilities provided by Allstate to ILIC pursuant to this Agreement. The charge
to ILIC for such services and facilities shall be at cost. Cost shall mean
Allstate's actual costs and expenses fairly attributable to this Agreement, and
shall include salaries and benefits, space rental and other overhead expenses,
electricity, heat, water, building maintenance services, furniture and other
office equipment, supplies and special equipment such as reference libraries,
electronic data processing equipment and the like.
Subject to New York Insurance Department Regulation 33, the bases for
determining such charges to ILIC shall be those used by Allstate for internal
cost distribution
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including, where appropriate, unit costs or time records prepared at least
annually for this purpose.
Cost analyses will be made at least annually by Allstate to determine,
as closely as possible, the actual cost of services rendered and facilities made
available to ILIC hereunder. Allstate shall forward to ILIC the information
developed by these analyses, and such information shall be used to develop bases
for the distribution of expenses which more currently reflect the actual
incidence of costs incurred by Allstate on behalf of ILIC.
4. PAYMENT. Within thirty (30) days after the end of each calendar
quarter, Allstate will submit to ILIC, via an intercompany settlement process, a
statement of the charges due from ILIC to Allstate in the preceding calendar
quarter, including charges not included in any previous statements, and, unless
such amount is disputed by ILIC, any balance payable or to be refunded as shown
in such statement shall be paid or refunded within thirty (30) days following
receipt of such statement by ILIC.
If ILIC objects to any determination of the amount owed by ILIC, it
shall so advise Allstate within thirty (30) days of receipt of notice of said
determination. Unless the parties can reconcile any such objection, they shall
agree to the selection of a firm of independent certified public accountants
which shall determine the charges properly allocable to ILIC and shall, within a
reasonable time, submit such determination, together with the basis therefor, in
writing to Allstate and ILIC, whereupon such determination shall be binding. The
expenses of such a determination by a firm of independent certified public
accountants shall be borne equally by Allstate and ILIC.
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5. STANDARD OF CARE. The parties shall use that degree of ordinary
care and reasonable diligence in the performance of services hereunder that an
experienced and qualified provider of similar services under a similar services
agreement would use acting in like circumstances and familiar with such matters
and in accordance with such additional standards as may be adopted by ILIC from
time to time and communicated to Allstate, including industry standards and
applicable laws. Furthermore, the parties agree to maintain backup systems and
contingency plans to assure that work stoppages, fires, riots, equipment,
utility or transmission failures, shortage or damage, acts of God or other
similar occurrences do not jeopardize the integrity of the data maintained on
behalf of the other party. Each party warrants it will maintain such systems in
conformity with corporate and prudent business standards.
6. ACCOUNTING RECORDS AND DOCUMENTS; AUDIT. Allstate shall be
responsible for maintaining full and accurate accounts and records of all
services rendered and facilities used pursuant to this Agreement in accordance
with applicable laws and regulations, including, but not limited to, New York
Insurance Department Regulation 152, and such additional information as ILIC may
reasonably request for purposes of its internal bookkeeping and accounting
operations. Allstate shall keep copies of such accounts and records insofar as
they pertain to the computation of charges hereunder available at its principal
offices for audit, inspection and copying (at ILIC's expense) by ILIC and
persons authorized by it or any governmental agency having jurisdiction over
ILIC during all reasonable business hours and ILIC shall maintain copies of such
accounts and records at its home office in New York.
With respect to accounting and statistical records prepared by
Allstate by reason of its performance under this Agreement, such records shall
be delivered to ILIC within thirty
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(30) days from the end of the month to which the records pertain or otherwise
kept available at the offices of ILIC pursuant to New York Insurance Department
Regulation 152 (11 NYCRR Part 243).
ILIC and persons authorized by it or any governmental agency having
jurisdiction over ILIC shall have the right, at ILIC's expense, to conduct an
audit of the relevant books, records and accounts of Allstate upon giving
reasonable notice of its intent to conduct such an audit. In the event of such
audit, Allstate shall give to the party requesting the audit reasonable
cooperation and access to all books, records and accounts necessary to audit.
7. RECORDS AND DOCUMENTS. All books, records, and files established
and maintained by Allstate by reason of its performance under this Agreement
which, absent this Agreement, would have been held by ILIC, shall: (i) be deemed
the property of ILIC; (ii) be maintained in accordance with applicable law and
regulation, including, but not limited to, Regulation 152 and (iii) be subject
to examination at all times by ILIC and persons authorized by it or any
governmental agency having jurisdiction over ILIC.
With respect to documents which would otherwise be held by ILIC and
which may be obtained by Allstate in performing under this Agreement, Allstate
shall deliver such documents to ILIC within thirty (30) days of their receipt by
Allstate or otherwise kept available at the offices of the ILIC pursuant to
Regulation 152, except where continued custody of such original documents is
necessary to perform hereunder. Allstate shall, at Allstate's expense, deliver
to ILIC within 48 hours any and all documents requested by ILIC or by any
governmental agency having jurisdiction over ILIC.
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8. RIGHT TO CONTRACT WITH THIRD PARTIES. Nothing herein shall be
deemed to grant Allstate an exclusive right to provide services to ILIC, and
ILIC retains the right to contract with any third party, affiliated or
unaffiliated, for the performance of services or for the use of facilities as
are available to or have been requested by ILIC pursuant to this Agreement.
9. CONTACT PERSON(S). ILIC and Allstate each shall appoint one or
more individuals who shall serve as contact person(s) for the purpose of
carrying out this Agreement. Such contact person(s) shall be authorized to act
on behalf of their respective parties as to the matters pertaining to this
Agreement. Effective upon execution of this Agreement, the initial contact
person(s) shall be those set forth in Appendix A. Each party shall notify the
other, in writing, as to the name, address and telephone number of any
replacement for any such designated contact person.
10. TERMINATION. This Agreement shall remain in effect until
terminated by either Allstate or ILIC upon giving thirty (30) days or more
advance written notice, provided that if on the date of termination ILIC is an
affiliate of Allstate, ILIC shall have the right to elect to continue to receive
data processing services and/or to continue to utilize data processing
facilities and related software so long as it remains an affiliate of Allstate,
not to exceed one year from the date of such notice. Upon termination, Allstate
shall promptly deliver to ILIC all books and records that are, or are deemed by
this Agreement to be, the property of ILIC.
Application software and all copies thereof developed by Allstate for
ILIC's use shall become, and that developed by ILIC and provided to Allstate for
ILIC's exclusive use shall remain, the property of ILIC in perpetuity. To the
extent allowed by applicable law, ILIC shall
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have the same rights as Allstate in any other software or copies thereof
obtained by Allstate under license from third party vendors. ILIC may purchase
other software or copies thereof from third party vendors for its exclusive use
on Allstate's equipment if ILIC so desires. Allstate agrees that any software or
copies thereof purchased by ILIC and used by Allstate in connection with this
Agreement shall remain the property of ILIC.
11. SETTLEMENT ON COMPLETE TERMINATION. No later than thirty (30)
days after the effective date of termination of this Agreement, Allstate shall
deliver to ILIC a detailed written statement for all charges incurred and not
included in any previous statement to the effective date of termination. The
amount owed or to be refunded hereunder shall be due and payable within thirty
(30) days of receipt of such statement.
12. ASSIGNMENT. This Agreement and any rights pursuant hereto shall
not be assignable by either party hereto, except as set forth herein or by
operation of law. Except as and to the extent specifically provided in this
Agreement, nothing in this Agreement, expressed or implied, is intended to
confer on any person other than the parties hereto, or their respective legal
successors, any rights, remedies, obligations or liabilities, or to relieve any
person other than the parties hereto, or their respective legal successors, from
any obligations or liabilities that would otherwise be applicable. The
representations, warranties, covenants and agreements contained in this
Agreement shall be binding upon, extend to and inure to the benefit of the
parties hereto, their, and each of their, successors and assigns, respectively.
13. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York
applicable to contracts made and to be performed in that State without regard to
principles of conflict of laws.
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14. ARBITRATION. Any unresolved dispute or difference between the
parties arising out of or relating to this Agreement, or the breach thereof,
shall be settled by arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association and the Expedited Procedures
thereof. The award rendered by the arbitrator shall be final and binding upon
the parties, and judgment upon the award may be entered in any Court having
jurisdiction thereof. The arbitration shall take place in New York, New York.
15. INDEMNIFICATION. ILIC and Allstate agree to hold each other
harmless and to indemnify each other against any and all extra-contractual
liability and any related loss, damage, expense, costs, cause of action, demand,
penalty, fine or claim (including cost of litigation or administrative
proceeding and counsel fees) arising out of or related to any of the services
provided hereunder to the extent the same are caused by the act or failure to
act of the indemnifying party.
16. NOTICE. All notices, statements or requests provided for
hereunder shall be deemed to have been duly given when delivered by hand to an
officer of the other party, or when deposited with the U.S. Postal Service, as
first class certified or registered mail, postage prepaid, overnight courier
service, telex or telecopier, addressed:
a. If to Allstate, to:
Allstate Life Insurance Company
0000 Xxxxxxx Xxxx, Xxxxx X0X
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx Xxxxxxx
Phone: (000) 000-0000
Facsimile: (000) 000-0000
with a concurrent copy to:
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Allstate Insurance Company
0000 Xxxxxxx Xxxx, Xxxxx X0
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxx XxXxxxx
Phone: (000) 000-0000
Facsimile: (000) 000-0000
b. If to ILIC, to:
Intramerica Life Insurance Company
c/o Charter National Life Insurance Company
0000 Xxxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Sales Xxxxxx
Phone: (000) 000-0000
Facsimile: (000) 000-0000
or to such other persons or places as each party may from time to time designate
by written notice sent as aforesaid.
17. ENTIRE AGREEMENT. This Agreement, together with such amendments
as may from time to time be executed in writing by the parties, constitutes the
entire agreement and understanding between the parties in respect of the
transactions contemplated hereby.
18. SECTION HEADINGS. Section headings contained herein are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.
19. COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in triplicate by their respective officers duly authorized to do so, as
of the date and year first above written.
ALLSTATE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxx
-----------------
Name: Xxxxx X. Xxxx
Title: Vice President and Treasurer
INTRAMERICA LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
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APPENDIX A
CONTACT PERSON(S) FOR ALLSTATE:
Allstate Life Insurance Company
0000 Xxxxxxx Xxxx, Xxxxx X0X
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx Xxxxxxx
Phone: (000) 000-0000
Facsimile: (000) 000-0000
with a concurrent copy to:
Allstate Insurance Company
0000 Xxxxxxx Xxxx, Xxxxx X0
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxx XxXxxxx
Phone: (000) 000-0000
Facsimile: (000) 000-0000
CONTACT PERSON(S) FOR ILIC:
Intramerica Life Insurance Company
c/o Charter National Life Insurance Company
0000 Xxxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Sales Xxxxxx
Phone: (000) 000-0000
Facsimile: (000) 000-0000
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