Ex 99.26(i)
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement (this "Agreement") is made effective
as of 12:01 a.m. Eastern Standard Time, on the 1st day of January 1, 2006
("Effective Date"), by and between Securian Financial Group, Inc., a Minnesota
corporation with offices at 000 Xxxxxx Xxxxxx Xxxxx, Xx. Xxxx, Xxxxxxxxx
("Provider") and Securian Life Insurance Company, a Minnesota corporation with
offices at 000 Xxxxxx Xxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxx, 00000 ("Company").
WHEREAS, Provider has extensive experience in the operation of life
insurance business; and
WHEREAS, Company desires Provider to perform certain administrative and
special services (collectively "services") for Company in its insurance
operations; and
WHEREAS, Provider and Company contemplate that such an arrangement will
achieve certain operating economies and improve services to the mutual benefit
of both; and
WHEREAS, Provider and Company wish to assure that all charges for services
incurred hereunder are reasonable and in accordance with the requirements of 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
estimated costs, whenever used, are adjusted periodically, to bring them into
alignment with actual costs; and
WHEREAS, Provider and Company wish to identify the services to be rendered
to Company by Provider and to provide a method of fixing bases for determining
the charges to be made to Company:
NOW, THEREFORE, in consideration of the premises and of the mutual promises
set forth herein, and intending to be legally bound hereby, Provider and Company
agree as follows:
1. PERFORMANCE OF SERVICES. Subject to the terms, conditions and
limitations of this Agreement, Provider agrees to the extent requested by
Company to perform diligently and in a professional manner such services for
Company as Company determines to be reasonably necessary in the conduct of its
insurance operations.
(a) CAPACITY OF PERSONNEL. Whenever Provider utilizes its personnel to
perform services for Company pursuant to this Agreement, such personnel shall at
all times remain subject to the direction and control of Provider, and Company
shall have no liability to such personnel for their welfare, salaries, fringe
benefits, legally required employer contributions and tax obligations.
(b) EXERCISE OF JUDGMENT IN RENDERING SERVICES. In providing any
services hereunder which require the exercise of judgment by Provider, Provider
shall perform any such services in accordance with any standards and guidelines
Company develops and communicates to Provider. In performing any services
hereunder, Provider shall at all times act in a manner reasonably calculated to
be in or not opposed to the best interests of Company.
(c) CONTROL. The performance of services by Provider for Company
pursuant to this Agreement shall in no way impair the absolute control of the
business and operations of Provider or Company by their respective Boards of
Directors. Provider shall act hereunder so as to assure the separate operating
identity of Company.
2. SERVICES. Subject to the terms, conditions and limitations of this
Agreement, Provider shall provide to Company, at Company's request, the services
set forth below:
(a) ACCOUNTING, DATA PROCESS, TAX AUDITING. Provider may, as required
by Company, prepare accounting records and process accounting transactions
(including, but not limited to, financial statements, reports, annual statutory
statements) on behalf of Company, provided that (i) the initiation of such
records and/or transactions are prepared and the final product verified by
Company and that (ii) Provider shall cause Company's Chief Administrative
Officer, of Company's comparable officer, or his or her designee to be familiar
with all of the details of the services provided, including, but not limited to,
accounting and adjusting entries.
Provider shall also provide such assistance as may be required with
respect to tax and auditing services and EDP processing of the related financial
records and transactions of Company.
(b) FUNCTIONAL SUPPORT SERVICES. Provider may, as required by Company,
provide (i) actuarial services, including rate and profit share analysis,
product development, counseling on reserving requirements, work required for or
in support of rate and/or form submissions and actuarial certifications, (ii)
telecommunications services and electronic data processing services, facilities
and integration, including software programming and documentation and hardware
utilization, (iii) legal services, including representation of Company in the
prosecution or defense of actions and in the negotiation and preparation of
contracts, agreements and agency 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, and (iv) purchasing
and employee benefits and relations services, including payroll services.
3. CHARGES. Company agrees to reimburse Provider for services provided by
Provider to Company pursuant to this Agreement. The charge to Company for such
services shall include all direct and directly allocable expenses, reasonably
and equitably determined to be attributable to Company by Provider, plus a
reasonable charge for direct overhead, the amount of such charge for overhead to
be agreed upon by the parties from time to time.
Subject to New York Insurance Department Regulation 33, the bases for
determining such charges to Company shall be those used by Provider for internal
cost distribution including, where appropriate, time records prepared at least
annually for this purpose. Such bases shall be modified and adjusted by mutual
agreement where necessary or appropriate to reflect fairly and equitably the
actual incidence of cost incurred by Provider on behalf of Company.
Cost analyses will be made from time to time by Provider to determine, as
closely as possible, the actual cost of services rendered. Provider shall
forward to Company the information developed by these analyses, and such
information shall be used to develop bases for
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the distribution of expenses which more currently reflect the actual incidence
of cost incurred by Provider on behalf of Company.
4. PAYMENT. Provider shall submit to Company within thirty (30) days of the
end of each calendar quarter a written statement of the amount estimated to be
owed by Company for services pursuant to this Agreement in that calendar
quarter, and Company shall pay to Provider within fifteen (15) days following
receipt of such written statement the amount set forth in the statement.
Within thirty (30) days after the end of each calendar year, Provider will
submit to Company a detailed written statement of the charges due from Company
to Provider in the immediately preceding year, including charges not included in
any previous statements, and any balance payable or to be refunded as shown in
such statement shall be paid or refunded within fifteen (15) days following
receipt of such written statement by Company.
5. ACCOUNTING RECORDS AND DOCUMENTS. Provider shall be responsible for
maintaining full and accurate accounts and records of all services rendered
pursuant to this Agreement and such additional information as Company may
reasonably request for purposes of its internal bookkeeping and accounting
operations. Provider shall keep such accounts and records insofar as they
pertain to the computation of charges hereunder available at its principal
offices for audit, inspection and copying by Company and persons authorized by
it or any governmental agency having jurisdiction over Company during all
reasonable business hours.
With respect to accounting and statistical records prepared by Provider by
reason of its performance under this Agreement, summaries of such records shall
be delivered to Company within sixty (60) days from the end of the month to
which the records pertain.
6. OTHER RECORDS AND DOCUMENTS. All books, records, and files established
and maintained by Provider by reason of its performance under this Agreement
which, absent this Agreement, would have been held by Company, shall be deemed
the property of Company, and shall be subject to examination at all times by
Company and persons authorized by it or any governmental agency having
jurisdiction over Company, and shall be delivered to Company at least quarterly.
All such books, records, and files shall be promptly transferred to Company by
Provider upon termination of this Agreement, at Company's expense.
With respect to original documents other than those provided for under
Section 5 hereof which would otherwise be held by Company and which may be
obtained by Provider in performing under this Agreement, Provider shall deliver
such documents to Company within thirty (30) days of their receipt by Provider
except where continued custody of such original documents is necessary to
perform hereunder.
7. COMPLIANCE WITH REGULATION 152. Provider shall maintain all original
records of the Company in its custody in accordance with the requirements of New
York Insurance Regulation 152 (N.Y. Comp. Codes R & Regs, tit. 11, part 243).
8. RIGHT TO CONTRACT WITH THIRD PARTIES. Nothing herein shall be deemed to
grant Provider an exclusive right to provide services to Company, and Company
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retains the right to contract with any third party, affiliated or unaffiliated,
for the performance of services, as are available to or have been requested by
Company pursuant to this Agreement.
9. CONTACT PERSON(S). Company and Provider 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. Each
party shall notify the other, in writing, as to the name, address and telephone
number for any such designated contact person, and of any replacement thereof.
10. TERMINATION AND MODIFICATION. This Agreement shall remain in effect
until terminated by either Provider or Company upon thirty (30) days or more
advance written notice, as to services other than electronic data processing,
and upon giving one hundred eighty (180) days or more advance written notice as
to electronic data processing services. Upon termination, Provider shall
promptly deliver to Company all books and records that are, or are deemed by
this Agreement to be, the property of Company. Subject to the terms (including
any limitations and restrictions) of any applicable software licensing agreement
then in effect between Provider and any licensor, Provider shall, upon the
termination of this Agreement, grant to Company a perpetual license in any
electronic data processing software developed or used by Provider in connection
with the services provided to Company hereunder, if such software is not
commercially available and is necessary, in Company's reasonable judgment, for
Company to subsequently perform the functions provided by Provider hereunder.
Such transfer of software rights shall be made without additional charge to the
Company.
11. SETTLEMENT ON COMPLETE TERMINATION. No later than ninety (90) days
after the effective date of Complete Termination of this Agreement, Provider
shall deliver to Company 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
fifteen (15) 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 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; SERVICE OF SUIT; FORUM SELECTION. This Agreement shall
be governed by and construed and enforced in accordance with the internal laws
of the State of Minnesota applicable to contracts made and to be performed in
that State, without regard to principles of conflict of laws.
Service of process in any suit instituted against Provider upon this
Agreement may be made upon Secretary for Provider, and the above-named is
authorized and directed to accept service of process on behalf of Provider in
any such suit and/or upon the request of Company to
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give a written undertaking to Company that they will enter a general appearance
on behalf of Provider in the event such a suit shall be instituted.
Each party agrees that any suit against the other upon this Agreement shall
be instituted and prosecuted only in a Court of competent jurisdiction within
the District of Minnesota, and each party agrees that it shall not seek to
remove or transfer any such suit against it by the other to any Court outside
the District of Minnesota.
14. ARBITRATION. Any unresolved dispute or difference between the parties
arising out of or relating to this Agreement, or the breach thereof, except as
provided in Section 3, 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 rendered by the
Arbitrator may be entered in any Court having jurisdiction thereof. The
arbitration shall take place in St. Xxxx, Minnesota.
15. INDEMNIFICATION. Company and Provider agree to hold each other harmless
and to indemnify each other against any and all extra-contractual liability and
any related loss, damage, expense, cost, 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 Provider to:
Securian Financial Group, Inc.
000 Xxxxxx Xxxxxx Xxxxx
Xx. Xxxx, Xxxxxxxxx 00000-0000
(b) If to Company to:
Securian Life Insurance Company
000 Xxxxxx Xxxxxx Xxxxx
Xx. Xxxx, Xxxxxxxxx 00000-0000
or to such other persons or places as each party may from time to time designate
by written notice sent as aforesaid.
17. REPRESENTATIONS AND WARRANTIES OF PROVIDER. As a material inducement to
Company to enter into and perform this Agreement, Provider represents and
warrants to Company that: (i) Provider is a corporation duly organized, validly
existing and in good standing under the laws of the State of Minnesota, with
full power and authority to execute, deliver and perform this Agreement; (ii)
this Agreement is valid and binding upon Provider and
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enforceable against Provider in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency or similar laws and
subject to general principles of equity; and (iii) Provider has and shall
maintain sufficient qualified personnel and adequate facilities to perform this
Agreement.
18. 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 and supersedes all prior agreements, arrangements and
understandings relating to the subject matter hereof.
19. SECTION HEADINGS. Section headings contained herein are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.
20. 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.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
in duplicate by their respective officers duly authorized so to do, and their
respective corporate seals to be affixed hereto, as of the date and year first
above written.
Securian Financial Group, Inc. Securian Life Insurance Company
By: By:
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Title: Title:
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