EXHIBIT 10.11
COST SHARING AGREEMENT
This Cost Sharing Agreement is hereby entered into as of the
19th day of November, 1997, with effect at the date referred to in Section VII
hereof, by and between SAGE INSURANCE GROUP INC., a corporation organized and
existing under the laws of the State of Delaware with corporate offices at 000
Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxxx 06901(hereinafter referred to
as the "Parent") and SAGE LIFE ASSURANCE OF AMERICA, INC., a corporation
organized and existing under the laws of the State of Delaware with corporate
offices at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxxx 00000
(hereinafter referred to as the "Life Company") which is a wholly owned
subsidiary of the Parent.
R E C I T A L S:
WHEREAS, Parent provides or intends to provide the Life
Company with office space, office equipment, and related office services;
WHEREAS, each party employs certain individuals who may
occasionally furnish incidental services to the other;
WHEREAS, Parent and Life Company wish to enter into a formal
cost sharing agreement with regard to the foregoing items;
WHEREAS, the Life Company is a Delaware domiciled life
insurance company and the Parent is part of the Life Company's holding company
system so that applicable Delaware law requires
that the terms of any cost sharing agreement between them be submitted to the
Delaware Insurance Commissioner at least 30 days prior to the entry into any
transaction pursuant to such agreement.
WHEREAS, the parties hereto have agreed to the terms and
conditions set out in this Agreement and do hereby incorporate the recitals set
out herein as part of the Agreement.
NOW, THEREFORE, for and in consideration of the mutual promises
and covenants contained herein, the parties hereto agree as follows:
I. OFFICE SPACE
Section 1.01. The Parent has entered into a lease for office
premises that are being used by the Life Company. In the future, the Parent may
enter into additional leases or acquire ownership of office space which will be
utilized by the Life Company. Such premises or space provided by the Parent to
the Life Company is hereinafter referred to as the "Office Space".
Section 1.02. The parties agree that at the end of each
calendar year the Parent shall charge the Life Company for the use of Office
Space based on a fair rental value for such space as allocated to the Life
Company use thereof.
Section 1.03. In determining such allocation, there shall be
taken into account the actual percentage area of the Office Space used for
operations of the Life Company and the percentage of time such office space is
utilized for operations of the Life Company. The parties shall maintain such
reasonable records as are necessary to support such allocations and the Life
Company agrees to abide by any allocation made by the Parent which is reasonable
and does not materially distort any item of income, expense,
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capital expenditure, or capital gain for purposes of tax, financial or life
insurance statutory accounting.
Section 1.04. In determining fair rental values for Office
Space which is leased by the Parent the rentals paid or accrued by the Parent to
the landlord of the Office Space for the year in question shall be used. In
determining fair rental value for Office Space in which the Parent has an
ownership interest the rental charge to the Life Company shall be the sum of
the depreciation for the Office Space allocable to the year as permitted under
the U.S Internal Revenue Code of 1986, as amended, plus the taxes, maintenance,
repairs, utility costs, management expenses, and other similar expenditures
connected with the Office Space paid or accrued by the Parent for such year, as
well as charges for services rendered in connection with any transfer of the
Office Space and other similar expenses connected with the possession, use or
occupancy of the Office Space by the Subsidiary and paid or accrued by the
Parent during the year, including capital expenditures incurred in any year to
the extent they may be properly amortized for such year.
II. TANGIBLE OFFICE EQUIPMENT
Section 2.01. The Parent has entered, or will enter, into
leases for and has acquired, or will acquire, ownership of various types of
office equipment, furniture and fixtures, including but not limited to office
furniture, office decorations and art, telephone systems, security systems,
computer hardware and software equipment or systems, and general office
equipment such as fax machines, photocopiers, and postage meters. Such items
provided by the Parent to the Life Company are hereinafter
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referred to as the "Office Equipment".
Section 2.02. The parties agree that at the end of each
calendar year during the term of this Agreement the Parent shall charge the Life
Company for the use of Office Equipment based on a fair rental value for such
equipment as allocated to the Life Company use thereof.
Section 2.03. In determining such allocation, there shall be
taken into account the percentage of time such Office Equipment is utilized for
operations of the Life Company. The parties shall maintain such reasonable
records as necessary to support such allocations and the Life Company agrees to
abide by any allocation made by the Parent which is reasonable and does not
materially distort any item of income, expense, capital expenditure, or capital
asset for purposes of tax, financial or life insurance statutory accounting.
Section 2.04. In determining fair rental values for Office
Equipment which is leased by the Parent the rentals to paid or accrued by the
Parent to the lessor of the Office Equipment for the year in question shall be
used. In determining fair rental value for Office Equipment owned by the Parent
the rental charge to the Subsidiary shall be the sum of the depreciation for the
Office Equipment allocable to the year as permitted under the U.S Internal
Revenue Code of 1986, as amended, plus the taxes, maintenance, repairs, utility
costs, and other similar expenditures connected with the Office Equipment paid
or accrued by the Parent for such year, as well as charges for similar expenses
connected with the use of the Office Equipment by the Life Company and paid or
accrued by the Parent during the year, including capital expenditures incurred
for Office Equipment in any year to the extent they may be properly
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amortized for such year.
III. SERVICES
Section 3.01. Each party employs persons who may from time to
time perform management, clerical, administrative, technical or other services
for the benefit of the other party. Such services are hereinafter referred to as
the "Services". It is anticipated that the Services which will be rendered by
the Life Company's employees to the Parent will not be an integral part of the
business of the Life Company but rather only an incidental part of such
business.
Section 3.02. The parties agree that at the end of each
calendar year during the term of this Agreement each party shall charge the
other party for the Services based on the cost of the Services as allocated to
the use thereof.
Section 3.03. In determining such allocation, there shall be
taken into account the percentage of time the employees of each party spend in
providing Services to the other party. The parties shall maintain such
reasonable records as are necessary to support such allocations and each party
agrees to abide by any allocation made by the other party which is reasonable
and does not materially distort any item of income, expense, capital
expenditure, or capital gain for purposes of tax, financial or life insurance
statutory accounting.
IV. OTHER ITEMS
Section 4.01. The parties recognize that other
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accounting items in addition to those specifically treated above in this
Agreement ("Other Items") may arise calling for allocation between the Parent
and the Life Company.
Section 4.02. The parties agree that allocation of such items
will be made in accordance with Section 482 of the Internal Revenue Code of
1986, as amended, and the regulations promulgated thereunder.
V. MISCELLANEOUS PROVISIONS
Section 5.01. This Agreement and the Exhibits hereto contain
the entire understanding of the parties with respect to the subject matter
hereof and supersedes any prior oral or written understanding of the parties
with respect to such matters. No modification or amendment may be made except by
a written instrument signed by both parties.
Section 5.02. This Agreement is governed by and shall be
construed in accordance with the laws of the State of Connecticut. Venue for any
action brought to enforce any term or condition of this Agreement shall be
brought in Stamford, Connecticut.
Section 5.03. This Agreement may be amended from time to time
by the parties hereto; provided, however, any such amendment shall be evidenced
by written instrument that becomes attached to and made a part of this
Agreement.
Section 5.04. Should any portion of this Agreement be illegal,
invalid or unenforceable, the remaining portions of this Agreement shall be of
full force and effect as if the illegal, invalid or unenforceable portion were
severable and not a part of this Agreement.
Section 5.05. Nothing herein shall be construed to
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permit nor does it permit, directly or indirectly, Parent to act as a life
insurance company in the United States of America.
Section 5.06. This Agreement may be executed in one (1) or
more counterparts each of which shall be deemed a duplicate original, but all of
which together shall constitute a single agreement.
Section 5.07. No failure on the part of either party to
exercise, and no delay in exercising, any right, power, or remedy hereunder
shall operate as a waiver thereof.
VI. TERMINATION
Section 6.01. This Agreement shall commence on the effective
date described in Section VII hereof, and shall continue in force for a period
of five years, subject to the provisions of Section 6.02, and shall be
automatically renewed at the end of each five-year term according to the
provisions of Section 6.03.
Section 6.02. During the initial five-year term, this
Agreement may be terminated upon thirty (30) days written notice for cause. For
the purposes of this Agreement, "cause" is defined to mean (i) a material breach
of this Agreement by either party, or (ii) the insolvency or inability of either
party to perform its duties under this Agreement.
Section 6.03. After the expiration of the initial five-year
term, this Agreement shall automatically be renewed for additional five-year
terms, unless this Agreement is terminated, with or without cause, by the
giving, at least ninety (90) days prior to the expiration of each five (5) year
term, of a notice of termination by either Parent or the Life Company.
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VII. APPROVAL BY DELAWARE INSURANCE COMMISSIONER; EFFECTIVE DATE
Section 7.01. The parties agree this Agreement shall be
submitted to Insurance Commissioner of the State of Delaware with notice (the
"Notice") of the intention of the parties to make this Agreement effective and
that a copy of the Notice containing the date thereof shall be attached hereto
as Exhibit A.
Section 7.02. This Agreement shall be of no force or effect
and no transaction shall be entered into pursuant hereto until (i) at least
thirty (30) days, or such shorter period as the Insurance Commissioner of the
State of Delaware may permit, has elapsed from the date of the Notice and (ii)
the Insurance Commissioner of the State of Delaware has not disapproved this
Agreement during such period.
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IN WITNESS WHEREOF, the undersigned parties hereto have duly
executed this Agreement as of the day and year first above
written.
SAGE LIFE INSURANCE GROUP INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Authorized Signatory
SAGE LIFE ASSURANCE OF AMERICA,INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Authorized Signatory
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EXHIBIT A
[SAGE LETTERHEAD]
November 19, 1997
The Xxxxxxxxx Xxxxx Xxx Xxxxxxxx
Insurance Commissioner
State of Delaware
Department of Insurance
000 Xxxxxx Xxxx Xxxxxxxxx
Xxxxx, XX 00000
RE: Cost Sharing Agreement
Dear Commissioner Xxxxxxxx:
Sage Life Assurance of America, Inc., a Delaware-domiciled insurer, intends to
enter into a Cost Sharing Agreement with its immediate parent, Sage Insurance
Group, Inc. (Please note that Sage Insurance Group, Inc. is not an insurer and
does not transact insurance in Delaware or elsewhere.) Pursuant to Insurance
Code Section 5005(a)(2)d. we are hereby providing notice to you of our intent.
The Agreement will become effective in 30 days, or upon your prior approval.
A copy of the Agreement is attached. If you have any questions, please do not
hesitate to call me at 0-000-000-0000. Thank you for your consideration.
Sincerely,
Xxxxx X. Xxxxxxxx
Vice President
Legal and Compliance
enc.
AMENDMENT NO. 1
TO
COST SHARING AGREEMENT
The Cost Sharing Agreement entered into as of the 19th day of November,
1997, by and between SAGE INSURANCE GROUP, INC. and SAGE LIFE ASSURANCE OF
AMERICA, INC., is hereby amended by adding the following Section 5.08 to Article
"V. MISCELLANEOUS PROVISIONS" thereof:
Section 5.08. Pursuant to Sections 1.02, 2.02, and 3.02 hereof, the
charging party will submit to the reimbursing party the pertinent
statements of charges within 90 days of the end of the calendar year,
and the reimbursing party will pay such charges not later than 30 days
thereafter.
IN WITNESS WHEREOF, the undersigned parties hereto have duly executed
this Agreement as of the day and year first above written.
SAGE INSURANCE GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Authorized Signatory
SAGE LIFE ASSURANCE OF AMERICA, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
------------------------------
Authorized Signatory
AMENDMENT NO. 2 TO THE COST SHARING AGREEMENT
This Amendment No. 2 ("Amendment No. 2") to the Cost Sharing Agreement
by and between Sage Insurance Group, Inc. (the "Parent") and Sage Life Assurance
of America, Inc. (the "Life Company"), dated as of November 19, 1997 (the "Cost
Sharing Agreement"), is entered into as of October 1, 2002.
WHEREAS, the Parent and the Life Company previously entered into the
Cost Sharing Agreement pursuant to which the Parent provides the Life Company
with office space, office equipment and related office services;
WHEREAS, the Parent and the Life Company desire to amend the Cost
Sharing Agreement to provide for payment of the amounts estimated to be owed by
the Life Company for such office space, office equipment and related office
services on a monthly basis;
NOW, THEREFORE, in consideration of the covenants and mutual promises
contained in this Amendment No. 2 and other good and valuable consideration, the
receipt and legal sufficiency of which are acknowledged, the Parent and the Life
Company hereby agree as follows:
1. AMENDMENTS TO THE COST SHARING AGREEMENT.
1.1 The introductory paragraph of the Cost Sharing Agreement
is hereby amended by deleting the words "a wholly owned" from the seventh line
thereof and substituting therefor the words "an indirect";
1.2 Section 1.02 of the Cost Sharing Agreement is hereby
amended by deleting the word "year" from the first line thereof and substituting
therefor the word "month";
1.3 Section 1.04 of the Cost Sharing Agreement is hereby
amended by deleting the word "year" from the second, fifth, seventh, tenth (in
two places) and eleventh lines thereof and substituting therefor the word
"month";
1.4 Section 2.02 of the Cost Sharing Agreement is hereby
amended by deleting the word "year" from the first line thereof and substituting
therefor the word "month";
1.5 Section 2.04 of the Cost Sharing Agreement is hereby
amended by deleting the word "year" from the second, fifth, seventh, ninth (in
two places) and tenth lines thereof and substituting therefor the word "month";
1.6 Section 3.02 of the Cost Sharing Agreement is hereby
amended by deleting the word "year" from the first line thereof and substituting
therefor the word "month";
1.7 Section 5.08 of the Cost Sharing Agreement is hereby
amended by deleting the words "90 days" from the third line thereof and
substituting therefor the word "15 days" and by deleting the word "year" from
the third line thereof and substituting therefor the word "month".
2. EFFECTIVE DATE. The Life Company shall file this
Amendment No. 2 with the Insurance Commissioner of the State of Delaware, and
this Amendment No. 2 shall be of no force and effect until (i) a thirty-day
period, or such shorter period as the Insurance Commissioner of the State of
Delaware may permit, has elapsed since the date of such filing and (ii) the
Insurance Commissioner of the
State of Delaware has not disapproved this Amendment No. 2 during such period.
Upon so becoming in force and effect, this Amendment No. 2 shall be effective
from and after October 1, 2002.
3. CONFIRMATION OF THE AGREEMENT. Except as amended hereby,
the Cost Sharing Agreement shall remain in full force and effect and is hereby
ratified and confirmed in all respects.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment No. 2 as of the date first above written.
SAGE INSURANCE GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxx
President and Chief Executive Officer
SAGE LIFE ASSURANCE OF AMERICA, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxx
President and Chief Executive Officer
