AMENDED AND RESTATED
GENERAL ADMINISTRATIVE SERVICES AGREEMENT
This Amended and Restated General Administrative Services Agreement
("Agreement") is entered into by and between the following Parties:
Ameritas Holding Company ("AHC")
Acacia Life Insurance Company ("Acacia")
Ameritas Life Insurance Corp. ("Ameritas")
The Union Central Life Insurance Company ("Union Central")
Summit Investment Advisors, Inc. ("Summit" formerly Ameritas
Investment Advisors, Inc.)
PRBA, Inc. ("PRBA")
Union Central Mortgage Funding, Inc. ("UC Mortgage")
Ameritas Investment Corp. ("AIC")
Xxxxxxx Group, LTD ("Xxxxxxx")
Acacia Federal Savings Bank ("AFSB")
(collectively, the "Parties").
WHEREAS, AHC is a Nebraska stock insurance holding company, Acacia is a
District of Columbia life insurance company, Ameritas is a Nebraska life
insurance company, Union Central is an Nebraska life insurance company, Summit
is a Nebraska corporation registered as an investment adviser with the
Securities and Exchange Commission ("SEC"), AIC is a Nebraska corporation
registered as an investment adviser with the SEC and a broker-dealer member of
the National Association of Securities Dealers ("NASD"), PRBA is a California
corporation licensed and operating as a third party administrator, UC Mortgage
is an Ohio corporation, Xxxxxxx is a Delaware holding company, and AFSB is a
federally chartered savings association domiciled in Virginia;
WHEREAS, the Parties are affiliated companies subject to the control of
Ameritas Holding Company and considered to be within the UNIFI Mutual Holding
Company system;
WHEREAS, the Parties are all qualified, competent and experienced in
providing administrative services in connection with their respective
businesses, including but not limited to the business of insurance; and
WHEREAS, the Parties desire to enter into an agreement to have Ameritas
provide them with administrative support services and to arrange for other
administrative support services to be provided by and among the various Parties
as necessary and appropriate from time to time.
I. PURPOSE OF THIS AGREEMENT AND EFFECTIVE DATE
--------------------------------------------
The purpose and intent of this Agreement is to provide for administrative
services between and among the Parties to this Agreement. This Agreement
succeeds all existing administrative service agreements between any of the
Parties to this Agreement, whether two-party or multiple party agreements
without necessity of further formal action. This Agreement is subject to the
review and approvals or non-disapprovals of the Nebraska and District of
Columbia Departments of Insurance and to approvals by internal governing
authority and is intended to be effective January 1, 2011.
1
II. STANDARDS FOR TRANSACTIONS
--------------------------
This Agreement and the transactions pursuant to this Agreement shall be
subject to the standards set forth in the Insurance Holding Company Acts of the
respective jurisdictions as applicable. Such standards shall include but not be
limited to the requirements that:
A. The terms shall be fair and reasonable;
B. Charges or fees for services performed shall be reasonable;
C. Expenses incurred and payment received shall be allocated to the
Parties in conformity with customary insurance accounting practices
consistently applied; and
D. The books, accounts, and records for each Party to all such
transactions shall be so maintained as to clearly and accurately
disclose the nature and details of the transactions, including such
accounting information as is necessary to support the reasonableness
of the charges or fees to the respective Parties.
III. SERVICES TO BE PROVIDED BY AMERITAS
-----------------------------------
Ameritas shall perform necessary and appropriate duties agreed to by the
Parties, which include, but are not limited to the following:
A. Provide certain administrative services, including policy
administration and other insurance operation support services, claims
administration, information management support and the development and
maintenance of software.
B. Provide all management, administrative, legal, accounting,
information technology, and other services, advice, and other
accommodations reasonably necessary to effectively and efficiently
manage, operate, and administer the business that is covered by this
Agreement in a manner consistent with good business practice. This
shall include all materials, supplies, and other sundry items
reasonable necessary to provide such services.
C. Keep accurate, full, and complete books and records showing assets
and liabilities, operations, transactions, and financial condition.
All financial statements shall be accurate in all material respects,
shall present fairly the respective financial positions and shall be
prepared in accordance with GAAP and/or STAT, as applicable. Except as
otherwise specifically provided, the Chief Executive Officer and/or
President of each Party receiving the services of Ameritas shall
determine the methods used in the preparation of financial statements
and tax returns. Each Party may have access and inspect its books and
records at a reasonable time and on reasonable notice. Ameritas shall
make available to each Party and any government agency having
jurisdiction over such Party, such information and financial
statements at such times as shall be required in connection with the
preparation of registration statements, current and periodic reports,
audits or examinations, proxy statements, and other documents required
to be filed or produced under federal or state laws and shall
cooperate in the preparation and examination of any such documents.
2
D. The specific duties and services shall from time to time be agreed
upon and appropriately documented by the Parties. Said services shall
be provided by Ameritas at Ameritas' home office located in Lincoln,
Nebraska, or such other place or places, as Ameritas shall determine
is the most efficient location for providing such services.
IV. SERVICES TO BE PROVIDED BY ACACIA, UNION CENTRAL, AHC, SUMMIT, XXXXXXX,
-----------------------------------------------------------------------
AFSB, AIC, PRBA, OR UC MORTGAGE TO AMERITAS OR TO EACH OTHER
------------------------------------------------------------
Acacia, Union Central, AHC, Summit, AIC, PRBA, Xxxxxxx, AFSB and UC
Mortgage may from time to time provide administrative services to Ameritas
and/or to each other on occasion, as necessary and appropriate, including, but
not limited to third party administrative services, policy administration and
other insurance operation support services, claims administration, development
and maintenance of software, investment advisory services, and any matters
related thereto. The specifics of such services shall from time to time be
agreed upon and appropriately documented by the Parties. In such event, all
provisions of this Agreement will apply and will be adhered to.
V. COMPENSATION AND COSTS
----------------------
The standards set forth in Section II, above, are expressly applicable to
all matters pertaining to compensation and costs under this Agreement. Each
Party shall pay to the other Party the fair and reasonable charge or fee for
such services, which shall be based upon actual costs allocated on pertinent and
applicable units of activities, including but not limited to policies issued,
policies in force, policies underwritten, and other applicable and documented
units of service and activity. The specifics shall from time to time be agreed
upon and appropriately documented by the Parties. One Party may pay consolidated
bills, which will be allocated to all applicable Parties. The Parties shall
submit within thirty (30) days of the end of each calendar month to each other
as applicable and appropriate, a written statement of the amount estimated to be
owned by the other Party for services and the use of facilities pursuant to this
Agreement in the calendar month, and such Party shall pay such billing within
thirty (30) days following receipt of such written statement the amount set
forth in the statement. Any expenses incurred and payment received shall be
allocated in conformity with customary insurance accounting practices
consistently applied. Save and except for the costs of services to be paid by
the Parties to each other as agreed upon herein, each Party shall pay all of its
own respective personnel and other costs and expenses of all types necessary or
appropriate to render the management, administrative, and other services,
advice, and accommodations provided for by this Agreement. More specifically,
the legally responsible Party shall either pay directly or reimburse as
appropriate all of its own costs for the following:
A. Costs and expenses incurred in connection with the employment of
outside legal counsel for policyholder or customer litigation.
B. Out-of-pocket costs and expenses incurred in connection with the
independent audit of the financial statements and governmental
regulatory examinations.
3
C. Costs and expenses incurred in connection with extraordinary tax
accounting systems or other studies, functions or consultations
performed solely for and at the request of a Party by independent,
professional or consulting individuals or organizations.
D. Fines and penalties, including interest assessed.
E. Federal taxes, state or other governmental subdivision taxes,
licenses, and fees and interest thereon.
VI. GENERAL PROVISIONS
------------------
A. RECORDS AND REPORTS: All forms, records, statements, reports filed,
and other data and information prepared, maintained or collected by a
Party on behalf of another Party in the performance of this Agreement
shall become the sole property of such other Party and shall be
delivered to such other Party upon request in the form and format in
which it is maintained; provided, however, that if such request
impedes a Party's ability to perform its duties or obligations under
this Agreement then to the extent of such impediment, such Party shall
be relieved of such duty and obligation without reduction in fees to
be paid by such other Party. Each Party agrees to preserve for the
period prescribed by applicable regulatory authorities, the books and
records of the other Party maintained pursuant to this Agreement.
B. INSPECTION OF BOOKS AND RECORDS: Each Party shall keep proper books
and records relating to the services performed hereunder in which full
and correct entries and financial data will be maintained in
accordance with generally accepted accounting practices. Each Party
may at its option and at its expense inspect the books and records of
the other Party as they pertain to this Agreement at the offices of
such other Party in which said books and records are maintained,
during normal business hours, for purposes related to such other
Party's performance of this Agreement. Such inspection and/or audit
may be on a continuous or periodic basis or both and may be conducted
by employees of each Party or an affiliate thereof or an independent
auditor retained by such person. Each Party shall also allow for
review of books and records by the appropriate governmental and
regulatory authorities.
C. CONFIDENTIALITY AND PRIVACY: Each Party agrees that it may receive
nonpublic personal information, whether financial information or
health information of the customers and/or consumers of the other
Party, and each Party agrees that it will not further disseminate such
information for any purposes not arising from and necessary to the
performance of its obligations under this Agreement; that it will
restrict access to such information to those who are performing work
under this Agreement and take steps and measures to assure that such
information remains confidential; and will comply with the privacy and
security requirements of the Xxxxx-Xxxxx-Xxxxxx Act, HIPAA, the Fair
Credit Reporting Act and all other applicable federal and state laws
and regulations respecting the privacy and security of
customer/consumer personal information to the extent applicable.
4
D. SAFEGUARDING DATA: All of the Parties will establish or will cause
reasonable safeguards to be established to protect against the
distribution, loss or alteration of any other Party's data files and
other records. Such safeguards shall be no less rigorous than those
each Party uses in protecting its own data and as is necessary to
comply with all applicable laws and regulations and in accordance with
insurance industry standards and practices, including, but not limited
to the Xxxxx-Xxxxx-Xxxxxx Act and HIPAA, as applicable.
E. ANTI-MONEY LAUNDERING REGULATIONS: All Parties to this Agreement
hereby agree to comply with all applicable laws and regulations
intended to prevent, detect, and report money laundering and
suspicious transactions and will take all necessary and appropriate
steps, consistent with applicable regulations and generally accepted
industry practices, to (1) obtain, verify, and retain information with
regard to investor and/or account owner identification and source of
funds, and (2) to maintain records of all account transactions. Each
Party to this Agreement also agrees (to the extent consistent with
applicable law) to take all steps necessary and appropriate to provide
requested information about investors and/or accounts to any other
Party that shall request such information due to an inquiry or
investigation by any law enforcement, regulatory or administrative
authority. To the extent permitted by applicable law and/or
regulation, each Party shall notify all other Parties of any concerns
that shall arise in connection with any investor or account holder in
the context of relevant anti-money laundering legislation/regulations.
Each Party shall hold harmless all other Parties to this Agreement for
any actions that may arise for good faith attempts to comply with all
applicable laws, rules and/or regulations of governmental agencies,
law enforcement organizations and/or Self Regulatory Organizations.
INDEMNIFICATION: Each Party agrees to indemnify and to hold the other
Party and its respective affiliates harmless from any and all damages
incurred by the other Party and/or any of its respective affiliates as
the result of or in connection with claims by third parties in
connection with the performance of duties under this Agreement.
VII. DISPUTE RESOLUTION PROCEDURES
-----------------------------
All differences between the Parties on which agreement cannot be reached
will be decided by binding arbitration. The arbitrators will interpret this
Agreement in accordance with usual business and insurance practices rather than
strict technicalities. Three arbitrators will decide any differences. The
arbitrators shall consider this Agreement to be an honorable undertaking. They
must be disinterested officers or retired offices of life insurance or
reinsurance companies and not officers of the Parties to the Agreement or their
affiliates. One of the arbitrators is to be appointed by each party to the
dispute and these two will select a third. In the event that either party should
fail to choose an arbitrator within thirty (30) days of the request by the other
party to do so, the requesting party may choose two arbitrators, who, in turn,
shall choose a third arbitrator. If the two are not able to agree on a third
within thirty (30) days following the appointment of the last two arbitrators,
each arbitrator shall name three nominees of whom each party shall decline two
and the decision between the remaining two nominees shall be made by drawing
lots. The arbitration, otherwise, shall be in accordance with the Commercial
Rules of the American Arbitration Association or its successors. However, this
Agreement shall be deemed
5
binding upon the arbitrators for matters expressly agreed to herein, except as
otherwise provided in this Agreement. The arbitrator's decision will be by
majority vote, and no appeal will be taken from it. The judgment rendered by the
arbitrators may be entered in any court of competent jurisdiction. Each party
shall bear its own expense of the umpire and of the arbitration. In the event
that two arbitrators are chosen by one party as above provided, the expense of
the arbitrators, the umpire, and the arbitrations will be equally divided
between the parties. Arbitration proceedings shall take place in Nebraska, or
such other place as may be mutually agreed upon by the parties.
VIII.TERM OF AGREEMENT
-----------------
This Agreement shall remain in full force and effect for a period of one
(I) year from the Effective Date and shall be automatically renewed for
successive one (1) year terms unless a Party provides the other Parties with one
hundred eighty (180) days advance written notice. However, each Party 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 from the
date of termination of this Agreement for 180 days in accordance with the terms
and conditions of this Agreement. Termination of this Agreement by any one Party
shall not affect the continuance or enforceability as among the remaining
Parties.
IX MISCELLANEOUS
-------------
A. ENTIRE AGREEMENT: This Agreement contains the entire understanding of
the parties hereto and supersedes all prior agreements of the parties
with respect to the subject matter contained herein.
B. AMENDMENTS: This Agreement shall not be amended, changed, modified,
terminated or discharged in whole or in part, and no notice
requirements set forth herein shall be waived or modified, except by
an instrument in writing duly executed by all Parties.
C. BINDING AGREEMENT: This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and
assigns.
D. SEVERABLE PROVISIONS: If any provision of this Agreement shall be
found to be unenforceable by any administrative agency or court of
competent jurisdiction, such findings shall not affect the remaining
provisions of this Agreement and all other provisions herein shall
remain in full force and effect.
E. GOVERNING LAW: This Agreement shall be interpreted and enforced in
accordance with the laws of Nebraska.
F. COUNTERPARTS: This Agreement may be executed in two or more separate
counterparts, each of which shall be deemed to be an original hereof,
but all of which shall constitute one and the same instrument.
G. THIRD PARTY BENEFICIARIES: The terms and provisions of this Agreement
are intended solely for the benefit of the parties hereto and their
respective successors and assignors, and it is not the intention of
the parties to confer third party beneficiary rights upon any other
person.
6
The Parties hereto have caused this Agreement to be executed by the following
authorized individuals for the purposes expressed herein.
AMERITAS HOLDING COMPANY
By: /s/ XxXxx X. Xxxxxx
--------------------------------------
XxXxx X. Xxxxxx, President and CEO
ACACIA LIFE INSURANCE COMPANY
By: /s/ Xxxxxx Xxxxxxxxx-Gear
--------------------------------------
Xxxxxx X. Xxxxxxxxx-Gear,
President and CEO
AMERITAS LIFE INSURANCE CORP.
By: /s/ XxXxx X. Xxxxxx
--------------------------------------
XxXxx X. Xxxxxx, President
THE UNION CENTRAL LIFE INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxxx, President
SUMMIT INVESTMENT ADVISORS INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxx, President
AMERITAS INVESTMENT CORP.
By: /s/ Xxxxxx Xxxxxxxx-Gear
--------------------------------------
Xxxxxx X. Xxxxxxxxx-Gear,
President and CEO
XXXXXXX GROUP, LTD.
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxxxx, CEO and
President
ACACIA FEDERAL SAVINGS BANK
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Xxxxx X. Xxxxxx, Chairman and CEO
PRBA, INC.
By: /s/ Xxxx Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
UNION CENTRAL MORTGAGE FUNDING, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxx, President and CEO
7
