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Exhibit 10.39
FORM OF
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement (the "Agreement") is made as of the
1st day of August, 1998, by and among American Mutual Holding Company, an Iowa
mutual insurance holding company having its corporate offices at 000 Xxxxxx
Xxxxxx, Xxx Xxxxxx, Xxxx 00000 ("AMHC"); AmerUs Group Co., an Iowa corporation
having its corporate offices at 000 Xxxxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000;
AmerUs Home Equity, Inc., an Iowa corporation having its corporate offices at
000 Xxxxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000; AmerUs Mortgage, Inc., an Iowa
corporation having its corporate offices at 0000 Xxxxxxx Xxxxxxx, Xxxx Xxx
Xxxxxx, Xxxx 00000; AmerUs Properties, Inc., an Iowa corporation having its
corporate offices at 000 Xxxxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000; AmerUs Life
Holdings, Inc., an Iowa corporation having its corporate offices at 000 Xxxxxx
Xxxxxx, Xxx Xxxxxx, Xxxx 00000; AmerUs Capital Management Group, Inc. ("ACM"),
an Iowa corporation having its corporate offices at 000 Xxxxxx Xxxxxx, Xxx
Xxxxxx, Xxxx 00000; AmerUs Life Insurance Company ("AmerUs Life") an Iowa
corporation having its corporate offices at 000 Xxxxx Xxxxxx, Xxx Xxxxxx, Xxxx;
AmVestors Financial Corporation, a Kansas corporation having its corporate
offices at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx 00000; American Investors
Life Insurance Company, Inc., a Kansas corporation having its corporate offices
at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx 00000; Delta Life and Annuity
Company, an Iowa corporation having its corporate offices at 000 Xxxxx Xxxxxx,
Xxx Xxxxxx, Xxxx 00000 (collectively, the "AmerUs Companies" and, individually,
an "AmerUs Company").
WHEREAS, in the course of the operation and administration of the business
of the AmerUs Companies, an AmerUs Company may require certain services from
another AmerUs Company; and
WHEREAS, the AmerUs Companies desire to provide and receive such services
on the basis described in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the AmerUs Companies do hereby
agree as follows:
ARTICLE I. SERVICES TO BE PROVIDED
Section 1.01. For a period from the date hereof through December 31, 1998
(hereinafter referred to as the "Services Period") and from month to month
thereafter until terminated in accordance with the provisions contained in
Article V hereof, the AmerUs Companies identified in the schedules to this
Agreement, which are attached hereto and made a part hereof (the "Schedules"),
shall provide to each of the other AmerUs Companies (unless otherwise specified)
those services described in the appropriate Schedule.
Section 1.02. The parties agree that any ancillary or support services
necessary or, in the usual and customary manner and the normal course of
business, associated with the specific
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services described in the Schedules shall be deemed to be included in, and
governed by, this Agreement unless specifically excluded.
Section 1.03. The parties agree that on forty-five (45) days' prior written
notice to the AmerUs Companies affected thereby, any AmerUs Company providing
services hereunder may modify the services described in the Schedule pertaining
to such company, provided that:
(a) Such modified services shall be equivalent to or better than the
services being replaced; and
(b) Each affected AmerUs Company consents to the modified services, such
consent not to be unreasonably withheld.
Section 1.04. The services provided by each AmerUs Company under this
Agreement shall be performed in a professional manner consistent with industry
standards and in accordance with applicable laws and regulations.
Section 1.05. The services rendered by an AmerUs Company shall in no way
constitute the relinquishment of the management's responsibility of the AmerUs
Company receiving such service, which shall not be relieved of any obligation or
liability which it would otherwise be subject by law as a result of those
services being rendered.
ARTICLE II. ADEQUATE STAFF AND FACILITIES
Section 2.01. During the Service Period, each AmerUs Company shall maintain
adequate staff, support services and facilities as may be necessary to perform
its responsibilities under this Agreement.
ARTICLE III. RESPONSIBLE PERSONS
Section 3.01. Each of the AmerUs Companies shall each appoint in writing
one or more individuals who shall serve as contact person(s) for purposes of the
carrying out of this Agreement. Such contact person(s) shall be authorized to
act on behalf of their respective parties as to matters pertaining to this
Agreement.
ARTICLE IV. COMPENSATION
Section 4.01. Except as otherwise provided in the Schedules, in connection
with the services to be performed under this Agreement, the AmerUs Companies
shall compensate a service provider hereunder as set forth in this Article IV.
Section 4.02. For each of the services described in the Schedules, the
parties agree to pay the compensation set forth for such services on the
appropriate Schedule. It is agreed that the charges or fees for such services
will be reasonable and that any expenses incurred and payments received will be
allocated to the customer in conformity with customary and consistently applied
insurance accounting practices.
Section 4.03. Unless otherwise agreed to, bills shall be rendered no
later than fifteen (15) business days after the first of the month and payment
shall be remitted no later than fifteen (15) business days after receipt of a
proper xxxx. If an AmerUs Company determines that the services
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performed hereunder are not satisfactory or that the fees charged are in excess
of those provided for in this Agreement, the affected AmerUs Company is hereby
authorized to withhold payment for such service until the matter in dispute is
resolved or the fees charged are substantiated or adjusted appropriately.
Adjustments for errors on previous xxxxxxxx and for a final settlement shall be
made no more than sixty (60) days after this Agreement terminates.
ARTICLE V. TERM AND TERMINATION
Section 5.01. Unless this Agreement is otherwise terminated according to
its provisions and except as may otherwise be provided in the Schedules, each
service provider shall be obligated to provide, and each recipient of such
services shall be obligated to pay for, the services described in the Schedules
during the Service Period.
Section 5.02. Except as otherwise provided in this Agreement, during the
Service Period or any extension thereof, an AmerUs Company may terminate with
respect to itself this Agreement at its option, at any time, upon sixty (60)
days' written notice to all of the other AmerUs Companies. In addition, an
AmerUs Company may terminate or substantially reduce any one or more of the
services to be furnished hereunder by it, but such termination or reduction
shall not be deemed to terminate this Agreement in its entirety.
Section 5.03. This Agreement, or any service provided hereunder, may be
terminated or substantially reduced at a time by mutual consent of the parties.
The termination of any one or more, but less than all, of the services provided
hereunder by an AmerUs Company shall not be deemed to terminate this Agreement
in its entirety.
ARTICLE VI. MISCELLANEOUS
Section 6.01. This Agreement is the complete and exclusive statement of the
agreement between the parties and supersedes all prior agreements and
representations between them relating to the subject matter of this Agreement,
except as set forth in the Schedules. Amendments to this Agreement shall not be
effective unless in writing and signed by the duly authorized representative of
the party against whom enforcement of the amendment is sought.
Section 6.02. Any notice or other communication given pursuant to this
Agreement shall be given in writing to the other party at the address stated
herein or at such other address as such party shall specify by notice hereunder.
Such notice shall be conclusively deemed to be served when delivered personally
or three (3) calendar days after sending by registered mail or one (1) business
day after sending by telecopy or telex or similar electronic means.
Section 6.03. This Agreement and the rights and duties of the parties shall
be governed by and construed in accordance with the laws of the State of Iowa,
without regard to principles of conflicts of laws.
Section 6.04. No delay or failure by any party to exercise any of its
rights or remedies hereunder shall operate as a waiver thereof. Each party shall
reimburse the other parties for all expenses, including reasonable attorneys'
fees, incurred by the other party in exercising any of its rights or remedies
hereunder, or resulting from any default by the reimbursing party.
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Section 6.05. This Agreement shall be binding upon the parties and their
respective successors and assigns and shall inure to the benefit of the parties
and to the benefit of their successors and assigns.
Section 6.06. Nothing herein contained is intended to confer upon any
person, other than the parties and their respective successors and assigns, any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Administrative
Services Agreement effective as of the day and year first above written.
AMERICAN MUTUAL HOLDING COMPANY AMERUS GROUP CO.
By: ___________________________ By:_____________________________
Xxxxx X. Xxxxxx, Chairman, Xxxxx X. Xxxxxx, Chairman,
President and Chief Executive Officer President and Chief Executive
Officer
AMERUS HOME EQUITY, INC. AMERUS PROPERTIES, INC.
By: _____________________________ By:___________________________
Xxxxxx X. Xxxxxx, Chairman and Xxxx X. Xxxxxx, President and
Chief Executive Officer Chief Executive Officer
AMERUS LIFE HOLDINGS, INC. AMERUS LIFE INSURANCE COMPANY
By: _____________________________ By:___________________________
Xxxxx X. Xxxxxx, Chairman, Xxxx X. XxXxxxx, President and
President and Chief Executive Officer Chief Executive Officer
AMERUS CAPITAL MANAGEMENT AMVESTORS FINANCIAL
GROUP, INC. CORPORATION
By: ______________________________ By:___________________________
Xxxxxx X. Xxxxxxxx, President and Xxxx X. Xxxxx, President and
Chief Executive Officer Chief Executive Officer
AMERICAN INVESTORS LIFE DELTA LIFE AND ANNUITY
INSURANCE COMPANY COMPANY
By: ______________________________ By:___________________________
Xxxx X. Xxxxx, President and Xxxx X. Xxxxxxxx, President and
Chief Executive Officer Chief Operating Officer
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