EXHIBIT 99.8(b)
WORK ASSIGNMENT
This Work Assignment (this "Work Assignment") is effective as of April 1, 2013,
by and between se2 Inc., a Kansas stock insurance company ("ADMINISTRATOR"),
Security Distributors, Inc., a Kansas corporation ("SDI"), and Commonwealth
Annuity and Life Insurance Company, a life insurance company organized under the
laws of the Commonwealth of Massachusetts ("COMMONWEALTH").
WITNESSETH:
WHEREAS, ADMINISTRATOR, SDI and COMMONWEALTH are party to that certain
Third Party Administrator Agreement by and among them effective April 1, 2013,
(the "MASTER AGREEMENT"), setting forth general terms and conditions for Work
Assignments on behalf of COMMONWEALTH and CLIENTS (as defined therein) of
COMMONWEALTH, subject to such different and additional terms and conditions as
may be set forth in such Work Assignments;
WHEREAS, First Allmerica Life Insurance Company ("First Allmerica"),
Transamerica Life Insurance Company ("Transamerica"), Protective Life Insurance
Company ("Protective"), and Zurich American Life Insurance Company ("ZALICO,"
fka Xxxxxx Investors Life and Insurance Company), are all CLIENTS of
COMMONWEALTH, as defined in the Master Agreement;
WHEREAS, COMMONWEALTH entered into a Work Assignment dated December 30,
2005 with ADMINISTRATOR and SDI, to perform certain Administration Services and
Brokerage with respect to a certain variable life and variable annuity products
issued by Commonwealth, First Allmerica and Transamerica, as set forth in
Schedule A-1;
WHEREAS, COMMONWEALTH entered into a Modified Coinsurance Agreement and
Administrative Services Agreement with Protective with respect to a closed block
of variable annuity and/or variable life insurance contracts issued by
Protective and ZALICO, and COMMONWEALTH entered into a Work Assignment dated
October 31, 2006 with ADMINISTRATOR and SDI to perform certain Administration
Services and Brokerage Services on behalf of Protective and ZALICO with respect
to such Contracts, as set forth in Schedule A-2;
WHEREAS, COMMONWEALTH's wholly-owned subsidiary, First Allmerica, entered
into a Work Assignment dated January 20, 2006 with ADMINISTRATOR and SDI to
perform certain Administration Services for a closed block of group pension
annuity contracts, RIFA Funding Agreements, group XXX annuity certificates and
traditional, non-variable life insurance contracts issued by First Allmerica, as
set forth in Schedule A-3;
WHEREAS, COMMONWEALTH entered into an agreement with Protective with
respect to a block of variable universal life policies issued by Protective and
Xxxxxx Investors Life Insurance Company, and COMMONWEALTH entered into a Work
Assignment dated October 2008 with ADMINISTRATOR and SDI to perform various
Administration Services and Brokerage Services with respect to such Contracts,
as set forth in Schedule A-4;
WHEREAS, COMMONWEALTH entered into a Work Assignment with ADMINISTRATOR
dated April 26, 2012 to perform various Administration Services with respect to
certain MYGA Contracts as set forth in Schedule A-5;
WHEREAS, COMMONWEALTH desires ADMINISTRATOR and SDI to perform the
Administration Services and Brokerage Services (as hereinafter delineated) for
COMMONWEALTH and
its respective CLIENTS for the Contracts (as set forth in Schedule X-0, Xxxxxxxx
X-0, and Schedule A-3; together, the "Contract Schedules") and such other
products of COMMONWEALTH or the CLIENTS as may be transitioned from time-to-time
on the terms and conditions hereof, as supplemented by the general terms and
conditions of the Master Agreement; and
WHEREAS, ADMINISTRATOR and SDI desire to provide such Transition Services,
Administration Services, and Brokerage Services to COMMONWEALTH and the CLIENTS
with respect to the contracts set forth on the Contract Schedules and such other
products as may be transitioned from time-to-time to ADMINISTRATOR and SDI, on
the terms and conditions hereof as supplemented by the general terms and
conditions of the Master Agreement;
NOW THEREFORE, for and in consideration of the foregoing premises and the
mutual undertakings, agreements and covenants set forth herein and in the Master
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby agree
as follows:
ARTICLE I. GENERAL
A. DEFINITIONS
Capitalized terms used but not defined in this Assignment shall have the
meanings assigned to them in the Master Agreement.
B. PRODUCTS
The contracts covered by this Work Assignment are fixed and variable life
insurance policies, annuity contracts, and pension contracts (collectively,
"Contracts") insured, coinsured, or reinsured by COMMONWEALTH or a CLIENT. The
Contract Schedules together contain a substantially complete list of the
Contracts covered hereby for COMMONWEALTH and the CLIENTS. Additional Products
may be transitioned from time-to-time, as set forth in ARTICLE II. TRANSITION
SERVICES.
ARTICLE II. TRANSITION SERVICES
If requested by COMMONWEALTH, ADMINISTRATOR and SDI shall implement, in
conjunction with COMMONWEALTH and/or a CLIENT, a Transition Plan for additional
products (each a "Product" until converted to active Contract status) in a form
substantially similar to the form set forth in Schedule B. Schedule B describes
the general components of the transition services to be furnished by
ADMINISTRATOR and SDI (the "Transition Services"), which may be modified as
appropriate with respect to a particular Product. ADMINISTRATOR and SDI shall
provide overall management and leadership with respect to the implementation of
a Transition Plan.
A. PRODUCT CONVERSION
1. Each Product will be considered in active Contract status only when the
data has been converted to the se2 administration system. Products will be
considered ready to convert when all asterisked items described in the
Transition Plan (e.g., see Schedule B, Section 2) or other agreed upon
measures are within the prescribed and/or agreed upon tolerance levels for
each Product, such agreement not to be unreasonably withheld. If all
asterisked items described in the Transition Plan (e.g., see Schedule B,
Section 2) or other agreed upon measures are not within the prescribed
and/or agreed upon tolerance levels for a given Product, conversion will
not occur
unless mutually agreed to by ADMINISTRATOR and SDI and COMMONWEALTH and/or
a CLIENT.
2. ADMINISTRATOR and SDI shall use diligent efforts to complete the
Transition Services. ADMINISTRATOR and SDI shall not be responsible for
delays caused by COMMONWEALTH's or a CLIENT's failure to provide requested
cooperation in a reasonably timely and competent manner provided the
ADMINISTRATOR and SDI shall use commercially reasonable efforts to mitigate
the length and effect of any such delays.
3. Unless otherwise agreed by ADMINISTRATOR and COMMONWEALTH in writing, if
the transition for a product occurs on or before June 30 of a calendar
year, only contracts of such product-type that are active or were
terminated during such calendar year or the preceding calendar year shall
be transitioned (I.E., shall be "Contracts"). Unless otherwise determined
appropriate and mutually agreed, if the transition for a product occurs on
or after July 1st of a calendar year, only contracts of such product-type
that are active or were terminated during such calendar year shall be
transitioned (I.E., shall be "Contracts"). Lapsed contracts shall be
transitioned (I.E., shall be "Contracts") if but only if within the period
allowed for reinstatement.
B. TRANSITION STAFFING
1. ADMINISTRATOR, SDI and COMMONWEALTH and the applicable CLIENT shall
each devote, or cause to be devoted in the case of third party staff,
qualified business and technical staff as is reasonably necessary to
complete the transition of the administration of the Contracts as
contemplated herein (as supplemented by the Master Agreement) to
ADMINISTRATOR and SDI.
2. During the conversion activities (see Schedule B), COMMONWEALTH and/or
the Client shall provide experienced and knowledgeable resources capable of
supplying the following to assist ADMINISTRATOR and SDI perform their
Transition Service responsibilities:
a) provide resources capable of validating product specifications
and setup;
b) provide information technology resources capable of identifying
sources of data and providing the required data in electronic media
format;
c) provide experienced resources capable of operating and
maintaining the current COMMONWEALTH and/or CLIENT software contract
administration systems;
d) provide actuarial resources capable of testing and certifying
values being generated by the ADMINISTRATOR's and SDI's system; and
e) provide data in electronic media format to assist with the
automated financial reconciliation process.
3. The staffing required of each party will be addressed in more detail
by the parties as the transition process proceeds. In any event, each party
recognizes that circumstance unforeseen in connection with the development
of the Transition Plan may require it to devote additional or fewer staff
than anticipated.
C. ACCESS
1. ADMINISTRATOR and SDI anticipate the need to perform at least certain
Transition Services on site at COMMONWEALTH's or the applicable CLIENT's
facilities and to have reasonable access to appropriate space thereat and
to the personnel, equipment and systems utilized by them to administer the
Product , free of rent or other charges. COMMONWEALTH accordingly agrees to
provide such access and to cause CLIENT to provide ADMINISTRATOR and SDI
access to appropriate space at COMMONWEALTH's or CLIENT's facilities and to
their respective equipment, systems and personnel (including contract
personnel), during their normal business hours (free of rent and other
charges) as reasonably needed by ADMINISTRATOR and SDI to perform the
Transition Services.
2. Such access shall include arranging or procuring for the benefit of
ADMINISTRATOR and/or SDI, at COMMONWEALTH's expense, for ADMINISTRATOR
and/or SDI to have the right to access and use third party software
utilized by COMMONWEALTH or CLIENT with respect to administration of the
Product, as reasonably necessary for ADMINISTRATOR and SDI to perform the
Transition Services; provided that such access to third party software need
not include source code access in violation of COMMONWEALTH's or CLIENT's
existing license agreements.
D. SERVICE LEVEL AGREEMENTS
The Service Level Agreements governing performance of the Services
hereunder, and standards for "significant and chronic" performance
failures, are set forth in SCHEDULE E.
E. TRANSITION SERVICE FEES
1. The parties shall agree upon a maximum base fee, which ADMINISTRATOR
may and shall invoice at or about (but not before) completion of phases as
may be agreed upon by the parties.
2. Monthly invoices will be sent at or about the beginning of the months
to which they relate. Payment of monthly invoices shall be due within 30
days of receipt of the invoice. Payment of invoices for other amounts
listed above is due within 15 days of COMMONWEALTH's receipt of the
invoice. Amounts not paid when due shall be subject to a late charge of one
and one half percent (1.5%) per month or the applicable legal maximum rate
of interest, whichever is less.
F. POTENTIAL BONUS
ADMINISTRATOR shall be entitled to a bonus, as may be agreed upon by the
parties, in the event that it has satisfactorily completed all conversion
activities by stated deadlines.
G. COST OVERRUNS.
1. If, following completion of all conversion activities for a product,
ADMINISTRATOR's and SDI's total Transition Service costs exceed the agreed
upon maximum amount for the product transition, ADMINISTRATOR may invoice
COMMONWEALTH with a reasonably detailed explanation for such excess costs.
COMMONWEALTH shall be obligated to pay to ADMINISTRATOR, up to an agreed
upon maximum amount, less any amounts previously invoiced by ADMINISTRATOR
pursuant to Section E, above; provided, however, that amounts invoiced for
cost overruns pursuant to this Section G shall reduce dollar-for-dollar the
amount of any potential bonus payable pursuant to Section F, above.
2. If ADMINISTRATOR's and SDI's Transition Service costs substantially
exceed the agreed upon maximum amount for the product transition, as a
result of occurrences or events not caused by ADMINISTRATOR or SDI, such
that the economic benefits of this Work Assignment, taken as a whole over
its entire initial term, to ADMINISTRATOR and SDI are materially adversely
affected, then COMMONWEALTH agrees to discuss with ADMINISTRATOR in good
faith an equitable adjustment of the amount of such excess costs each of
them should bear.
ARTICLE III. ADMINISTRATION SERVICES
A. Services.
1. ADMINISTRATOR shall perform the contract administration services, as
set forth in Schedule C relating to the active Contracts, to be provided
hereunder on an ongoing basis (the "Administration Services").
ADMINISTRATOR shall maintain mutually agreed upon policies and procedures
in respect of its provision of the Administration Services.
2. SDI shall perform the brokerage services set forth on Schedule D (the
"Brokerage Services") with respect to administration of such Contracts as
are individual or group variable annuity contracts or variable life
policies. SDI shall maintain mutually agreed upon policies and procedures
in respect of its provision of the Brokerage Services.
B. FEES.
Subject to adjustment pursuant to Sections C, D, and E., below, and Section
3.12(f) of the Master Agreement regarding volume discounts, the fees for
the Services in respect of the Contracts shall be as set forth on Schedule
F. Such fees shall be due and payable in respect of a Contract based on the
status of such Contract, active vs. lapsed, terminated or otherwise
not-in-force, as of the beginning of a calendar month; provided that
a) if a Contract is transitioned to ADMINISTRATOR and SDI for
servicing during a calendar month, the fees in respect of such
Contract shall be based on the status of the Contract when
transitioned and shall be prorated based on the number of Business
Days remaining in the month relative to the total number of Business
Days in such month; and
b) such fees shall be similarly prorated for the last calendar month
of the Work Assignment if such last calendar month is a partial month.
The fee for lapsed, terminated or otherwise not-in-force Contracts
shall be chargeable unless and until the Contract has been purged from
ADMINISTRATOR's systems. For the purpose of calculating the fee,
Forfeiture Accounts are to be treated in the same manner as terminated
Contracts.
C. CPI ADJUSTMENT
The fees and rates described in Section B and Schedule F are subject to a
CPI adjustment in accordance with Section 8.6 of the Master Agreement.
D. MINIMUM MONTHLY CHARGES
Notwithstanding the foregoing provisions of this ARTICLE III and the
provisions of ARTICLE IV, below, and Section 3.12(e) of the Master
Agreement regarding volume discounts, the minimum monthly fees for the
Services shall be $250,000 plus any charges due pursuant to ARTICLE IV
below, less any non-performance credits under Section E.
E. PERFORMANCE CREDITS
In addition to all other credits to which COMMONWEALTH may be entitled
pursuant to this Work Assignment, should ADMINISTRATOR or SDI fail to have
satisfied the Service Level Agreements for active Contracts set forth in
Schedule E, for a calendar month, and upon receipt of notice fail to
correct its performance the following calendar month in respect of the same
performance standard(s) against which it failed in respect of the preceding
calendar month, COMMONWEALTH shall be entitled to a credit in the amount of
two and one half percent (2.5%) of the fees otherwise due for such third
month. The calculation of the credit shall apply only to Contracts that
have been converted to the se(2) administration system and are in Active
compliance status.
F. OUT-OF-POCKET AND PASS-THROUGH COSTS
COMMONWEALTH and/or the applicable CLIENT shall reimburse certain
out-of-pocket and pass-through costs of the type set forth below:
1. postage and express mail charges;
2. sales and use taxes on services provided;
3. onsite and offsite paper file records transportation, storage and
retrieval costs;
4. printing and mailing of quarterly and annual statements;
5. stationary, paper, envelopes and related supplies used in mailings to
Insureds;
6. broker communication charges;
7. costs for regulatory mailings (such as fund reports, prospectuses,
proxies, privacy notices, TPA notices, etc.);
8. underwriting and claims investigation charges;
9. proxy tabulation costs in respect of voting by Contract holders; and
10. other costs expressly identified in this Assignment (or the Agreement)
as out-of-pocket or pass-through costs.
ARTICLE IV. STANDARD RATES
A. HOURS RATES.
The hourly charges for any services of internal personnel of ADMINISTRATOR
and/or SDI reasonably incurred by ADMINISTRATOR and/or SDI that are
specific and unique to servicing COMMONWEALTH and or a CLIENT shall be as
set forth on Schedule G. No such services will be incurred without prior
written approval by COMMONWEALTH. All such work will be performed by such
persons for ADMINISTRATOR and SDI, not COMMONWEALTH, but at COMMONWEALTH's
expense.
B. CPI ADJUSTMENT
The fees and rates described in Section A above and Schedule G are subject
to a CPI adjustment in accordance with Section 8.6 of the Master Agreement.
C. BROKERAGE SERVICES
The fees payable by COMMONWEALTH to SDI for SDI's performance of the
Brokerage Services are included in the fees payable for the Services. No
additional sums shall be due and payable by COMMONWEALTH to SDI;
ADMINISTRATOR will pay over to SDI the fees due SDI for performance of the
Brokerage Services from the fees paid to ADMINISTRATOR pursuant to this
Part V.
V. NOTICES
All notices and other communications required or permitted under this Work
Assignment that are to be given in writing shall be deemed to have been
duly given on the date delivered by hand, by nationally recognized
overnight courier service or by messenger, or upon receipt by facsimile
transmission, or upon delivery by registered or certified mail (return
receipt requested) postage prepaid to any Party at the following addresses
and facsimile numbers, or to such other address or facsimile number as a
Party to receive the notice or request so designates by written notice to
the other.
If to COMMONWEALTH:
Commonwealth Annuity and Life Insurance Company
000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Attn: Assistant General Counsel
Facsimile: (000) 000-0000
If to ADMINISTRATOR:
se(2) Inc.
One Security Benefit Place
Topeka, Kansas 66636-0061
Attention: Xxxxx X. Xxxxxxx
Facsimile: (000) 000-0000
If to SDI:
Security Distributors, Inc.
One Security Benefit Place
Topeka, Kansas 66636-0061
Attention: General Counsel
Facsimile: (000) 000-0000
VI. TERM AND TERMINATION
A. TERM
This Work Assignment shall have an initial term of ten (10) years
commencing on the date first written above, and shall be subject to the
termination provisions set forth in Section 7 of the Master Agreement.
B. TERMINATION CHARGE
The Termination Charge shall be the amount of the minimum monthly Service
Fees, as set forth in Article III. D, above, times the number of months
remaining until the term of the Work Assignment was initially scheduled to
expire. Partial months shall be pro-rated based on the ratio of total
number of Business Days remaining in such month to the total number of
Business Days in such month.
IN WITNESS WHEREOF, this Work Assignment is effective as of the date first set
forth above.
SE2 INC SECURITY DISTRIBUTORS, INC.
One Security Benefit Place One Security Benefit Place
Topeka, Kansas 66636-0001 Topeka, Kansas 66636-0001
By: /s/Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
------------------- --------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Vice President Title: Vice President
Date: 3-15-2013 Date: 03-15-2013
COMMONWEALTH ANNUITY AND LIFE INSURANCE COMPANY
000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
By: /s/ Xxxxxxxx xxx Xxxxxx
-----------------------
[signature]
Name: Xxxxxxxx xxx Xxxxxx
Title: President and Chief Executive Officer
Dat: 03/27/2013
SCHEDULE A-1
COMMONWEALTH AND FAFLIC VARIABLE CONTRACTS
PLAN
PLATFORM CODE PRODUCT TYPE CONV. METHOD
-------------------------------------------------------------------------------------------------
Beacon 137112 Allmerica Premier Choice AAI Full History
Beacon 137512 Allmerica Premier Choice EDB AAI Full History
Beacon 338510 Delaware Golden Medallion AAI Full History
Beacon 437513 Allmerica Select Acclaim AAI Full History
Beacon 437514 Allmerica Select Optim - L AAI Full History
Beacon 438510 Allmerica Select Reward AAI Full History
Beacon 538510 Pioneer XtraVision AAI Full History
Beacon 637113 Xxxxxxx Gateway Incentive AAI Full History
Beacon 637513 Xxxxxxx Gateway Incentive EDB AAI Full History
Beacon 638510 Xxxxxxx Gateway Plus AAI Full History
Beacon 837511 Allmerica Value Generation AAI Full History
Beacon 937511 Directed .Advisory Solutions AAI Full History
CORE 127VD Advantage VUL Point in Time
CORE 2SIAS Estate Optimizer-2nd-to-die VUL Point in Time
CORE 1SLAS. Estate Optimizer -single life VUL Point in Time
CORE 2SLAS Estate Optimizer -single life VUL Point in Time
CORE 3SLAS Estate Optimizer -single life unisex VUL Point in Time
CORE 4SLAS Estate Optimizer -single life unisex VUL Point in Time
CORE 2GUFX Flexcon VUL Point in Time
CORE 1GVFX Group VEL VUL Point in Time
CORE 2GVFX Group VEL VUL Point in Time
CORE 000XX Xxxxxxxxxxx XXX Xxxxx in Time
CORE O57VD Inheiritage VUL Point in Time
CORE 046VD Select Inheiritage VUL Point in Time
CORE 047VD Select Inheiritage VUL Point in Time
CORE 131VD Select Life VUL Point in Time
CORE 132VD Select Life VUL Point in Time
CORE 133VD Select Life VUL Point in Time
CORE 134VD Select Life VUL Point in Time
CORE 1SISS Select SPL-2nd to die VUL Point in Time
CORE 2SISS Select SPL-2nd to die VUL Point in Time
CORE 1SLSS Select SPL-single life VUL Point in Time
CORE 2SLSS Select SPL-single life VUL Point in Time
CORE 3SLSS Select SPL-single life unisex VUL Point in Time
CORE 4SLSS Select SPL-single life unisex VUL Point in Time
CORE 1SITS Transamerica SPL-2nd-to-die VUL Point in Time
CORE 2SITS Transamerica SPL-2nd-to-die VUL Point in Time
CORE 1SLTS Transamerica SPL-single life VUL Point in Time
PLAN
PLATFORM CODE PRODUCT TYPE CONV. METHOD
-------------------------------------------------------------------------------------------------
CORE 2SLTS Transamerica SPL-single life VUL Point in Time
CORE 3SLTS Transamerica SPL-single life VUL Point in Time
CORE 4SLTS Transamerica SPL-single life VUL Point in Time
CORE 105TA Transamerica VEL VUL Point in Time
CORE 106TA Transamerica VEL VUL Point in Time
CORE 108TA Transamerica VEL VUL Point in Time
CORE 046VD Variable Inheiritage VUL Point in Time
CORE 047VD Variable Inheiritage VUL Point in Time
CORE 000XX XXX 00 XXX Xxxxx in Time
CORE 000XX XXX 00 XXX Xxxxx in Time
CORE 000XX XXX 00 Xxxxxx XXX Xxxxx in Time
CORE 000XX XXX 00 Xxxxxx XXX Xxxxx in Time
CORE 105VX VEL 00 XXX Xxxxx in Time
CORE 106VX VEL 00 XXX Xxxxx in Time
CORE 107VX VEL 91 Unisex VUL Point in Time
CORE 108VX VEL 91 Unisex VUL Point in Time
CORE 105VY VEL 00 XXX Xxxxx in Time
CORE 000XX XXX 00 XXX Xxxxx in Time
CORE 106VY VEL 00 XXX Xxxxx in Time
CORE 000XX XXX 00 XXX Xxxxx in Time
CORE 107VY VEL 93 Unisex VUL Point in Time
CORE 108VY VEL 93 Unisex VUL Point in Time
CORE 108VZ VEL 93 Unisex VUL Point in Time
CORE 137VD VEL PG/VEL Plus VUL Point in Time
CORE 138VD VEL PG/VEL Plus VUL Point in Time
Lifeforce 115E1 Allmerica VUL 2001 VUL Full History
Lifeforce 115E3 Allmerica Select Life Plus VUL Full History
Lifeforce 115IM Allmerica VUL 2001 IMO VUL Full History
Lifeforce 115SP Allmerica SPL II-single life VUL Full History
Lifeforce 116CL Canada Life VUL VUL Full History
Lifeforce 116E1 Allmerica VUL 2001 VUL Full History
Lifeforce 116E2 CPA VEL 2001 VUL Full History
Lifeforce 116E3 Allmerica Select Life Plus VUL Full History
Lifeforce 116FI First Union VUL VUL Full History
Lifeforce 116IM Allmerica VUL 2001 IMO VUL Full History
Lifeforce 116SD Allmerica SPL II-2nd-to-die VUL Full History
Lifeforce 116SP Allmerica SPL II-single life VUL Full History
Lifeforce 116SV Allmerica Select Survivorship VUL Full History
Lifeforce 117E1 Allmerica VUL 2001 VUL Full History
Lifeforce 117E3 Allmerica Select Life Plus VUL Full History
Lifeforce 118E1 Allmerica VUL 2001 VUL Full History
Lifeforce 118E3 Allmerica Select Life Plus VUL Full History
Lifeforce 118IM Allmerica VUL 2001 IMO VUL Full History
Lifeforce 120SV Allmerica Select Survivorship VUL Full History
Vantage 121110 67 series single pay AA II Point in Time
Vantage 122110 69 series single pay AA II Point in Time
PLAN
PLATFORM CODE PRODUCT TYPE CONV. METHOD
-------------------------------------------------------------------------------------------------
Vantage 123110 75 series single pay AA II Point in Time
Vantage 124210 Single Variable Individual Annuity(80-92) AA II Point in Time
Vantage 124220 Single Pay Fixed BN AA II Point in Time
Vantage 124310 Colonial AVA single pay AA II Point in Time
Vantage 125220 Exec-Annuity I AA II Point in Time
Vantage 126220 Exec-Annuity II AA II Point in Time
Vantage 131110 Flexible Variable Individual Annuity(67-75) AA II Point in Time
Vantage 132110 Flexible Variable Individual Annuity AA II Point in Time
Vantage 133210 Elective Variable Individual Annuity(75-80) AA II
Vantage 133220 Elective Fixed Individual Annuity(75-79) AA II Point in Time
Vantage 134210 Elective Variable Individual Annuity(80-95) AA II Point in Time
Vantage 134220 Elective Fixed Individual Annuity(79-95) AA II Point in Time
Vantage 134420 Elective Fixed Individual Annuity(84-92) AA II Point in Time
Vantage 137210 Exec Annuity Plus 91 Annuity AA II Point in Time
Vantage 137310 Exec Annuity Plus 93 Annuity AA II Point in Time
Vantage 137410 Allmerica Advantage Annuity AA II Point in Time
Vantage 141110 Stipulated Variable Individual Annuity (67-75) AA II Point in Time
Vantage 231110 Group Flexible Pay1 AA II Point in Time
Vantage 231210 Group Flexible Pay2 AA II Point in Time
Vantage 337210 Delaware Xxxxxxxxx 00 Xxxxxxx XX II Point in Time
Vantage 337310 Delaware Xxxxxxxxx 00 Xxxxxxx XX II Point in Time
Vantage 337410 Delaware Medallion III Annuity AA II Point in Time
Vantage 437210 Allmerica Select Resource AA II Point in Time
Vantage 437410 Allmerica Select Resource II AA II Point in Time
Vantage 437412 Allmerica Select Charter AA II Point in Time
Vantage 537310 Pioneer Vision Annuity AA II Point in Time
Vantage 537410 Pioneer Vision 2 Annuity AA II Point in Time
Vantage 537412 Pioneer C-Vision AA II Point in Time
Vantage 637410 Xxxxxxx Elite Annuity AA II Point in Time
Vantage 637412 Xxxxxxx Gateway Advisor AA II Point in Time
Vantage 637510 Xxxxxxx Custom Annuity AA II Point in Time
Xxxxxxx 000000 Xxxxxxx Xxxxxxx XX II Point in Time
SCHEDULE A 2
PROTECTIVE AND ZALICO CONTRACTS
BUSINESS
PRODUCT PRODUCT SOURCE CONVERSION
ID REV NO PRODUCT NAME COMPANY CODE METHOD
------- ------- ------------------------------ ----------- ----------------- -------------
A0 000 Xxxxxx Advantage III 02 - KILICO n/a Point in time
A1 000 Xxxxxx Advantage III 02 - KILICO n/a Point in time
A2 000 Xxxxxx Advantage III 02 - KILICO n/a Point in time
A3 000 Xxxxxx Advantage III 02 - KILICO n/a Point in time
A3 001 Protective RSG Advantage III 01 - CILAAC n/a Point in time
A3 002 Protective RSG Advantage III 01 - CILAAC n/a Point in time
A4 000 Xxxxxx Advantage III 02 - KILICO n/a Point in time
A5 000 Xxxxxx Advantage III 02 - KILICO n/a Point in time
A6 000 Xxxxxx Advantage III 02 - KILICO n/a Point in time
A7 000 Xxxxxx Advantage III 02 - KILICO n/a Point in time
A8 000 Xxxxxx Advantage III 02 - KILICO n/a Point in time
A9 000 Xxxxxx Advantage III 02 - KILICO n/a Point in time
AA 000 Xxxxxx Advantage III 02 - KILICO n/a Point in time
AB 000 Xxxxxx Advantage III 02 - KILICO n/a Point in time
XX 000 Xxxxxx Xxxxxxxxx XXX 00 - XXXXXX x/x Xxxxx in time
AD 000 Xxxxxx Advantage III 02 - KILICO n/a Point in time
BV 000 Protective FI Variable Annuity 01 - CILAAC n/a Full history
BV 001 Protective FI Variable Annuity 01 - CILAAC n/a Full history
XX 000 Xxxxxx Xxxxxxx 00 - XXXXXX X - XXX Mid-Load Point in time
XX 000 Xxxxxx XX0 02 - KILICO S - SALD Mid-Load Point in time
PS 000 Xxxxxx Passport Annuity 02 - KILICO n/a Point in time
R1 000 Xxxxxx Xxxxxxxxx 00 - XXXXXX x/x Xxxxx in time
R2 000 Zurich Preferred Plus 02 - KILICO n/a Point in time
R2 001 Protective RSG Preferred Plus 01 - CILAAC n/a Point in time
R2 002 Protective RSG Preferred Plus 01 - CILAAC n/a Point in time
R2 003 Protective RSG Preferred Plus 01 - CILAAC n/a Point in time
SA 000 Xxxxxx Advantage I Annuity 02 - KILICO n/a Point in time
SB 000 Xxxxxx Advantage I Annuity 02 - KILICO n/a Point in time
SCHEDULE A-3
FAFLIC - TRADITIONAL
PRODUCT/
PLATFORM PLAN CODE TYPE PRODUCT NAME PORTFOLIO
----------------------------------------------------------------------------------------------------------
CORE 000AA Traditional Whole Life AE
CORE 000AB Traditional Whole Life AE Upgrade AE
CORE 000BA Traditional Whole Life 41 CSO
CORE 000BB Traditional Whole Life Upgrade 41 CSO
CORE 000DA Traditional Whole Life 58 CSO
CORE 000DB Traditional Whole Life Upgrade prior to 1/1/70 58 CSO
CORE 000EB Traditional Whole Life Upgrade after 1/1/70 58 CSO
CORE 000GA Traditional Whole Life 58 CSO 72
CORE 000GB Traditional Whole Life Upgrade 58 CSO 72
CORE 000JA Traditional Whole Life 58 CSO 77
CORE 000JB Traditional Whole Life Upgrade 58 CSO 77
CORE 000KA Traditional Whole Life 1981
CORE 000KV Traditional Variable Loan Whole Life 1981
CORE 000LA Traditional Whole Life-Fixed % INT loan reg 1980 CSO
CORE 000LV Traditional Whole Life-variable % INT loan reg 1980 CSO
CORE 000LX Traditional Whole Life-variable % INT loan reg Unisex 1980 CSO
CORE 002DA Traditional Graded Premium Whole Life 58 CSO
CORE 002GA Traditional Graded Premium Whole Life 58 CSO 72
CORE 003GA Traditional NS Whole Life 58 CSO 72
CORE 003GB Traditional NS Whole Life Upgrade 58 CSO 72
CORE 003JA Traditional NS Whole Life 58 CSO 77
CORE 003JB Traditional NS Whole Life Upgrade 58 CSO 77
CORE 003KA Traditional NS Whole Life-Fixed % INT loan 1981
CORE 003KV Traditional NS Var loan whole life 1981
CORE 003LA Traditional NS Whole Life-Fixed % INT loan 1980 CSO
CORE 003LV Traditional NS Whole Life-variable % INT loan 1980 CSO
CORE 003LX Traditional NS Whole Life-variable % INT loan unisex 1980 CSO
CORE 005GA Traditional Inflation Fighter Whole Life 58 CSO 72
CORE 005GB Traditional Inflation Fighter Whole Life Upgrade 58 CSO 72
CORE 005JA Traditional Inflation Fighter Whole Life 58 CSO 77
CORE 005JB Traditional Inflation Fighter Whole Life Upgrade 58 CSO 77
PRODUCT/
PLATFORM PLAN CODE TYPE PRODUCT NAME PORTFOLIO
----------------------------------------------------------------------------------------------------------
CORE 006GA Traditional NS Inflation Fighter Whole Life 58 CSO 72
CORE 006GB Traditional NS Inflation Fighter Whole Life Upgrade 58 CSO 72
CORE 006JA Traditional NS Inflation Fighter Whole Life 58 CSO 77
CORE 006JB Traditional NS Inflation Fighter Whole Life Upgrade 58 CSO 77
CORE 009DA Traditional Youth Builder 58 CSO Prior
CORE 009GA Traditional Youth Builder 58 CSO 72
CORE 009GB Traditional Youth Builder 58 CSO 72
CORE 010DA Traditional 10 Pay Life 58 CSO
CORE 010GA Traditional 10 Pay Life 58 CSO 72
CORE 010JA Traditional 10 Pay Life 58 CSO 77
CORE 010JB Traditional 10 Pay Life upgrade 58 CSO 77
CORE 010KA Traditional 10 Pay Life 1981
CORE 011AA Traditional Preferred life AE
CORE 011AB Traditional Preferred life AE upgrade AE
CORE 011BA Traditional Preferred life 41 CSO
CORE 011BB Traditional Preferred life AE upgrade 41 CSO
CORE 012JA Traditional NS 10 pay life 58 CSO 77
CORE 012JB Traditional NS 10 pay life upgrade 58 CSO 77
CORE 012KA Traditional NS 10 pay life 1981
CORE 013KA Traditional Extralife 1981
CORE 013KV Traditional Extralife variable loan 1981
CORE 014KA Traditional NS extralife-fixed % INT loan 1981
CORE 014KV Traditional NS extralife variable loan 1981
CORE 020BA Traditional 20 Pay Life 41 CSO
CORE 020DA Traditional 20 Pay Life 58 CSO
CORE 020GA Traditional 20 Pay Life 58 CSO 72
CORE 020JA Traditional 20 Pay Life 58 CSO 77
CORE 020JB Traditional 20 pay life upgrade 58 CSO 77
CORE 020KA Traditional 20 Pay Life 1981
CORE 021GA Traditional NS 20 Pay Life 58 CSO 72
CORE 021JA Traditional NS 20 Pay Life 58 CSO 77
CORE 021JB Traditional NS 20 pay life upgrade 58 CSO 77
CORE 021KA Traditional NS 20 Pay Life 1981
CORE 022KV Traditional Graded Premium Whole Life 1981
CORE 023KV Traditional NG graded premium whole life 1981
CORE 025BA Traditional 25 Pay Life 41 CSO
CORE 026KV Traditional Executive Protector 1981
CORE 027KV Traditional NS Executive Protector 1981
CORE 030BA Traditional 30 Pay Life 41 CSO
CORE 030DA Traditional 30 Pay Life 58 CSO
CORE 030GA Traditional 30 Pay Life 58 CSO 72
CORE 030JA Traditional 30 Pay Life 58 CSO 77
PRODUCT/
PLATFORM PLAN CODE TYPE PRODUCT NAME PORTFOLIO
----------------------------------------------------------------------------------------------------------
CORE 030JB Traditional 30 pay life upgrade 58 CSO 77
CORE 034GA Traditional NS 30 Pay Life 58 CSO 72
CORE 034JB Traditional NS 30 pay life upgrade 58 CSO 77
CORE 040KV Traditional Life paid up at 95 Qpay 1981
CORE 040LV Traditional Life paid up @95 1980 CSO
CORE 040LX Traditional Life paid up @95 unisex 1980 CSO
CORE 041KV Traditional NS Life paid up at 95 Qpay 1981
CORE 041LV Traditional NS Life paid up at 95 Qpay 1980 CSO
CORE 041LX Traditional NS Life paid up at 95 unisex Qpay 1980 CSO
CORE 045BA Traditional Life paid up at 85 41 CSO
CORE 055AA Traditional Life paid up at 55 AE
CORE 055BA Traditional Life paid up at 55 41 CSO
CORE 060AA Traditional Life paid up at 60 AE
CORE 060BA Traditional Life paid up at 60 41 CSO
CORE 060DA Traditional Life paid up at 60 58 CSO
CORE 060GA Traditional Life paid up at 60 58 CSO 77
CORE 060JA Traditional Life paid up at 60 58 CSO 77
CORE 060JB Traditional Life paid up at 60 upgrade 58 CSO 77
CORE 061GA Traditional NS life paid up at 60 58 CSO 72
CORE 061JA Traditional NS life paid up at 60 58 CSO 77
CORE 061JB Traditional NS Life paid up at 60 upgrade 58 CSO 77
CORE 062JB Traditional Life paid up at 62 41 CSO
CORE 065AA Traditional Life paid up at 65 AE
CORE 065BA Traditional Life paid up at 65 41 CSO
CORE 065DA Traditional Life paid up at 65 58 CSO
CORE 065GA Traditional Life paid up at 65 58 CSO 72
CORE 065JA Traditional Life paid up at 65 58 CSO 77
CORE 065JB Traditional Life paid up at 65 upgrade 58 CSO 77
CORE 065KA Traditional Life paid up at 65 1981
CORE 066GA Traditional NS life paid up at 65 58 CSO 72
CORE 066JA Traditional NS life paid up at 65 58 CSO 77
CORE 066JB Traditional NS life paid up at 65 upgrade 58 CSO 77
CORE 066KA Traditional NS life paid up at 65 1981
CORE 067KA Traditional Executive 70 1981
CORE 068KA Traditional NS Executive 70 1981
CORE 070BA Traditional Family Plan 41 CSO
CORE 070BB Traditional Upgrade 41 CSO
CORE 071BA Traditional Parent & Children plan 41 CSO
CORE 071BB Traditional Parent & children plan upgrade 41 CSO
CORE 075BA Traditional Executive protector 41 CSO
CORE 076BA Traditional Executive protector 41 CSO
CORE 079GB Traditional NS section 79 whole life upgrade 58 CSO 72
CORE 079JA Traditional NS section 79 whole life 58 CSO 77
CORE 080BA Traditional Preferred protector 59 rates 41 CSO
CORE 080BB Traditional Preferred protector 59 rates upgrade 41 CSO
PRODUCT/
PLATFORM PLAN CODE TYPE PRODUCT NAME PORTFOLIO
----------------------------------------------------------------------------------------------------------
CORE 081BB Traditional Preferred protector-female not rated upgrade 41 CSO
CORE 082BA Traditional NS preferred protector 41 CSO
CORE 082BB Traditional NS preferred protector upgrade 41 CSO
CORE 082DA Traditional NS preferred protector 58 CSO
CORE 082DB Traditional NS preferred protector 64 upgrade 58 CSO
CORE 082EB Traditional NS preferred protector 64 upgrade 58 CSO
CORE 082GA Traditional NS preferred protector 58 CSO 77
CORE 082GB Traditional NS preferred protector upgrade 58 CSO 77
CORE 085BA Traditional Guar iss life paid up at 85 41 CSO
CORE 089GA Traditional Planned protector whole life 58 CSO 72
CORE 089GB Traditional Planned protector whole life upgrade 58 CSO 72
CORE 090GA Traditional NS planned protector whole life 58 CSO 72
CORE 090GB Traditional NS planned protector whole life upgrade 58 CSO 72
CORE 092BA Traditional Equity builder 41 CSO
CORE 092DA Traditional Equity builder 58 CSO
CORE 095BA Traditional Preferred protector 41 CSO
CORE 095BB Traditional Preferred protector upgrade 41 CSO
CORE 096BB Traditional Preferred protector-female not rated upgrade 41 CSO
CORE 097BA Traditional Equity builder 58 CSO
CORE 097DA Traditional Equity builder 58 CSO
CORE 101BA Traditional Executive 65-end at 95 paid up at 65 41 CSO
CORE 119AA Traditional Endowment at 85 AE
CORE 119BA Traditional Endowment at 85 41 CSO
CORE 152BA Traditional Endowment at 65 20 pay 41 CSO
CORE 152DA Traditional Endowment at 65 20 pay 58 CSO
CORE 156BA Traditional Endowment at 85 20 pay 41 CSO
CORE 160BA Traditional Endowment at 60 41 CSO
CORE 165AA Traditional Endowment at 65 AE
CORE 165BA Traditional Endowment at 65 41 CSO
CORE 165DA Traditional Endowment at 65 58 CSO
CORE 165GA Traditional Endowment at 65 58 CSO 77
CORE 165JA Traditional Endowment at 65 58 CSO 77
CORE 165JB Traditional Endowment at 65 upgrade 58 CSO 77
CORE 177GA Traditional NS Endowment at 65 58 CSO 72
CORE 177JB Traditional NS Endowment at 65 upgrade 58 CSO 77
CORE 181GB Traditional NS Exec protector SEC 79 upgrade 58 CSO 72
CORE 185GA Traditional MOD3 Endowment at 85 58 CSO 72
CORE 185JA Traditional MOD3 Endowment at 85 58 CSO 77
CORE 185JB Traditional MOD3 Endowment at 85 upgrade 58 CSO 77
CORE 186GA Traditional NS MOD3 Endowment at 85 58 CSO 72
CORE 186JA Traditional NS MOD3 Endowment at 85 58 CSO 77
PRODUCT/
PLATFORM PLAN CODE TYPE PRODUCT NAME PORTFOLIO
----------------------------------------------------------------------------------------------------------
CORE 186JB Traditional NS MOD3 Endowment at 85 Upgrade 58 CSO 77
CORE 187GA Traditional Inflation fighter exec protector 58 CSO 72
CORE 187GB Traditional Inflation fighter exec protector upgrade 58 CSO 72
CORE 188GA Traditional NS inflation fighter exec protect 58 CSO 72
CORE 188GB Traditional NS inflation fighter exec protect upgrade 58 CSO 72
CORE 190GA Traditional Exec endowment protector at 90 58 CSO 72
CORE 190GB Traditional Exec end. protector at 90 upgrade 58 CSO 72
CORE 191GA Traditional NS exec protector endowment at 90 58 CSO 72
CORE 191GB Traditional NS exec protector endowment at 90 upgrade 58 CSO 72
CORE 193GA Traditional NS MOD3 endowment at 90 58 CSO 72
CORE 195GA Traditional NS exec endowment at 95 58 CSO 72
CORE 195GB Traditional NS exec endowment at 95 upgrade 58 CSO 72
CORE 196GA Traditional Exec protector endowment at 90 58 CSO 72
CORE 196GB Traditional Exec protector endowment at 90 upgrade 58 CSO 72
CORE 196KA Traditional Exec protector endowment at 90 1981
CORE 197GA Traditional NS Exec protector 58 CSO 72
CORE 197GB Traditional NS Exec protector upgrade 58 CSO 72
CORE 197KA Traditional NS Exec protector 1981
CORE 198BA Traditional Endowment at 85 30 pay 41 CSO
CORE 202GA Traditional Yearly renewable term to age 75 58 CSO 72
CORE 203GA Traditional NS yearly renewable term to 75 58 CSO 72
CORE 205LB Traditional NS 5 YEAR NON-CONVERTIBLE TERM M/F Misc.
CORE 207VO Traditional NS 5 YEAR NON-CONVERTIBLE TERM UNI Misc.
CORE 216DA Traditional 5 yr renewable term 58 CSO
CORE 217GA Traditional 5 yr renewable term 58 CSO 72
CORE 218GA Traditional NS 5 yr renewable term 58 CSO 72
CORE 245GA Traditional 30 yr reducing term 58 CSO 72
CORE 256GA Traditional NS 25 yr reducing term 58 CSO 72
CORE 257GA Traditional NS 30 yr reducing term 00 XXX 00
XXXX 000XX Traditional PAID UP TERM FOR CIR ON EXCEPTIONAL LIFE Misc.
CORE 297BA Traditional Paid up term-family or parent plan 41 CSO
CORE 299DA Traditional Paid up term wife & child 58 CSO
CORE 299GA Traditional Paid up term wife child rider 58 CSO 72
CORE 301GA Traditional Simplified undrwrtng ret protector whole life 70-73 3% 58 CSO 72
CORE 303GA Traditional Simplified undrwrtng ret protector whole life 58 CSO 72
CORE 303KA Traditional Simplified undrwrtng ret protector whole life 1981
PRODUCT/
PLATFORM PLAN CODE TYPE PRODUCT NAME PORTFOLIO
----------------------------------------------------------------------------------------------------------
CORE 304KA Traditional NS Simplified undrwrtng ret protector whole life 1981
CORE 334BA Traditional Simplified undrwrtng life paid up 85 41 CSO
CORE 334DA Traditional Simplified undrwrtng life paid up 85 58 CSO
CORE 336DA Traditional Simplified undrwrtng male retirement income 65 10c+c 58 CSO
CORE 378DA Traditional Simplified undrwrtng life paid up 85 58 CSO
CORE 378GA Traditional Simplified undrwrtng life paid up 85 58 CSO 72
CORE 397BA Traditional Simplified undrwrtng guar iss equity builder 41 CSO
CORE 397DA Traditional Simplified undrwrtng guar iss equity builder 58 CSO
CORE 397GA Traditional Guar iss-equity builder 58 CSO 72
CORE 398DA Traditional Simplified undrwrtng paid up life 58 CSO
CORE 398GA Traditional Simplified undrwrtng paid up life 58 CSO 72
CORE 500AA Traditional Life reduced at 65 AE
CORE 501AA Traditional Limited pay life reduced at 65 AE
CORE 570DA Traditional PT retirement annuity over 9 yrs 58 CSO
CORE 570GA Traditional PT retirement annuity over 9 yrs 58 CSO 72
CORE 575DA Traditional PT paid up retirement annuity 580 CSO
CORE 575EA Traditional PT paid up retirement annuity 58 CSO 72
CORE 575GA Traditional PT paid up retirement annuity 58 CSO 72
CORE 590EA Traditional Retirement annuity def. over 9 yrs 58 CSO
CORE 590GA Traditional Retirement annuity def. over 9 yrs 58 CSO 72
CORE 595BA Traditional Paid up retirement annuity 41 CSO
CORE 595CA Traditional Paid up retirement annuity Misc.
CORE 595DA Traditional Paid up retirement annuity 58 CSO
CORE 595EA Traditional Paid up retirement annuity 58 CSO
CORE 595GA Traditional Paid up retirement annuity 58 CSO 72
CORE 599BA Traditional Later maturity annuity 41 CSO
CORE 599DA Traditional Later maturity annuity 58 CSO
CORE 599EA Traditional Later maturity annuity 58 CSO
CORE 599GA Traditional Later maturity annuity 58 CSO 72
CORE 601GA Traditional PT ret prot whole life 3% 58 CSO 72
CORE 609GA Traditional PT ret prot whole life 58 CSO 72
CORE 609KA Traditional PT ret prot whole life 1981
CORE 611KA Traditional NS PT retirement protector whole life 1981
CORE 615DA Traditional PT male retirement income 65 10C+C 58 CSO
CORE 615GA Traditional PT male retirement income 65 10C+C 58 CSO 72
CORE 620DA Traditional PT male retirement income 70 10C+C 58 CSO
CORE 620GA Traditional PT male retirement income 70 10C+C 58 CSO 72
CORE 635GA Traditional PT female retirement income 65 10C+C 58 CSO 72
CORE 646DA Traditional PT female retirement income 70 10C+C 58 CSO
PRODUCT/
PLATFORM PLAN CODE TYPE PRODUCT NAME PORTFOLIO
----------------------------------------------------------------------------------------------------------
CORE 646GA Traditional PT female retirement income 70 10C+C 58 CSO 72
CORE 667GA Traditional PT male retirement income 70 life 58 CSO 72
CORE 680GA Traditional PT female retirement income 70 life 58 CSO 72
CORE 689DA Traditional PT life paid up at 85 58 CSO
CORE 690DA Traditional PT life paid up at 85 58 CSO
CORE 690GA Traditional PT life paid up at 85 58 CSO 72
CORE 698DA Traditional PT paid up life 58 CSO
CORE 698GA Traditional PT paid up life 58 CSO 72
CORE 699DA Traditional PT paid up endowment 58 CSO
CORE 699GA Traditional PT paid up endowment 58 CSO 72
CORE 703BA Traditional Retirement prem 5-endowment at 85 41 CSO
CORE 714BB Traditional Retirement premium 10-pref prot upgrade 41 CSO
CORE 716AA Traditional Retirement premium 10-endowment at 65 AE
CORE 716BA Traditional Retirement premium 10-endowment at 65 41 CSO
CORE 750B Traditional Junior thrift bldr-full benefit 6 mos. 41 CSO
CORE 751BA Traditional Junior thrift builder 41 CSO
CORE 752BA Traditional Retirement premium 10-junior thrift bldr 41 CSO
CORE 798AA Traditional Later life AE
CORE 798BA Traditional Late life 41 CSO
CORE 799AA Traditional Later Maturity AE
CORE 799BA Traditional Later Maturity 41 CSO
CORE 799DA Traditional Later Maturity 58 CSO
CORE 799GA Traditional Later Maturity Policies 58 CSO 72
CORE 799JA Traditional Later Maturity Policies 58 CSO 77
CORE 802AA Traditional Graded benefit endowment at 65 AE
CORE 802BA Traditional Graded benefit endowment at 65 41 CSO
CORE 803AA Traditional Graded benefit endowment at 85 AE
CORE 803BA Traditional Graded benefit endowment at 85 41 CSO
CORE 855BA Traditional Full benefit endowment 65 41 CSO
CORE 856BA Traditional Full benefit endowment 85 41 CSO
CORE 857BA Traditional Full benefit 20 pay end 85 41 CSO
CORE 858BA Traditional Full benefit 30 pay end 85 41 CSO
CORE 860BA Traditional Full benefit male retirement income 55 10C+C 41 CSO
CORE 862BA Traditional Full benefit male retirement income 65 10C+C 41 CSO
CORE 865BA Traditional Full benefit female retirement income 65 10C+C 41 CSO
CORE 866BA Traditional Full benefit 20 pay end 65 41 CSO
CORE 876BB Traditional Full benefit preferred protector upgrade 41 CSO
CORE 877BA Traditional Full benefit endowment 60 41 CSO
PRODUCT/
PLATFORM PLAN CODE TYPE PRODUCT NAME PORTFOLIO
----------------------------------------------------------------------------------------------------------
CORE 911DA Traditional Male retirement income 60 10C+C 58 CSO
CORE 912BA Traditional Male retirement income 65 10C+C 41 CSO
CORE 912DA Traditional Male retirement income 65 10C+C 58 CSO
CORE 912GA Traditional Male retirement income 65 10C+C 58 CSO 72
CORE 912GB Traditional Male retirement income 65 10C+C upgrade 58 CSO 72
CORE 921BA Traditional Female retirement income 60 10C+C 41 CSO
CORE 922BA Traditional Female retirement income 65 10C+C 41 CSO
CORE 922DA Traditional Female retirement income 65 10C+C 58 CSO
CORE 922GA Traditional Female retirement income 65 10C+C 58 CSO 72
CORE 932GB Traditional NS retirement income 65 male 10C+C upgrade 58 CSO 72
CORE 988GA Traditional Single premium life 58 CSO 72
CORE 993DA Traditional Extended Insurance 58 CSO
CORE 993GA Traditional Extended Insurance 58 CSO 72
CORE 997AA Traditional Extended Insurance AE
CORE 997BA Traditional Extended Insurance 41 CSO
CORE 998AA Traditional Paid up life AE
CORE 998BA Traditional Paid up life 41 CSO
CORE 998DA Traditional Paid up life 58 CSO
CORE 998GA Traditional Paid up life 58 CSO 72
CORE 998GB Traditional Paid up life upgrade 58 CSO 72
CORE 999AA Traditional Paid up endowment AE
CORE 999BA Traditional Paid up endowment 41 CSO
CORE 999DA Traditional Paid up endowment 58 CSO
CORE 999GA Traditional Paid up endowment 58 CSO 72
CORE 999GB Traditional Paid up endowment upgrade 58 CSO 72
CORE ZBAAA Traditional Joint life 0530, 448-00 Misc.
CORE ZBCAA Traditional Juvenile annuity 0535, 061-00 Misc.
CORE ZBEBA Traditional Juvenile annuity 0760, 774-00 Misc.
CORE ZCCAA Traditional Premium commuted 434, 080 & 434, 081 Misc.
CORE ZCEAA Traditional Premium commuted 480, 074 & 480, 075 Misc.
CORE ZCEBA Traditional Premium commuted 896, 707-00 Misc.
CORE ZCFBA Traditional Premium commuted 946, 377-06 Misc.
RPS N/A Traditional
Life-Payout
RIO / RIFA / XXX CONTRACTS (AS OF JANUARY 20, 2006)
CLIENT hereby represents and warrants to ADMINISTRATOR and SDI that the Defined
Benefit IO Contracts, the Purchased Benefit Contracts and the RIFA Contracts
identified below are exempt from registration under the Securities Act of 1933
pursuant to Section 3(a)(2) thereof, or are excluded from the application of the
Securities Act of 1933 pursuant to Section 3(a)8 thereof and are not securities
or are exempt from registration under applicable state securities laws. CLIENT
further represents and warrants that any separate accounts supporting such
contracts are exempt from registration as investment companies under the
Investment Company Act of 1940 pursuant to Section 3(c)(11).
CONTRACT TYPES
Deposit Administration (DA)
Growmark
Asbestos Local 6
Lincoln Brass
Xxxxx Xxxxxx
Foremost Mckesson
Fully Reserved Immediate Participation Guaranteed (FRIPG)
Xxxxx Xxxxxx
Xxxxx Strip Hourly/Salaried
Delaware River
Production Svs
Limited Liability Immediate Participation Guaranteed (LLIPG)
Napco
Navy Relief (1)
Flexible Investment Contract (FLIC)
AFC Cash Balance (2)
Provident Savings
PerkinElmer
NY Water
Destileria Serralles
One Shot (OS)
Columbia Mutual
CONTRACT TYPES
Retired - Payouts
Variable Annuities (GA-2657) - Highway Users
Purchased COLI (GA-91814) - Xxxxxx Co Teachers
Combined Check (GA-91488) - (Nuns) Columbus Cumeo
Deferred - Future Payouts, general account
Permanent Retirement Income Insurance and Permanent Annuity
CONTRACT TYPES
Individual Retirement Annuity
TOTAL
CONTRACT TYPES
Retirement Investment Fund Agreement - pooled, unallocated contract,
non-registered, PT21 (pre-81), PT81
(1) Includes FRIPG and LLIPG contact components.
(2) Includes FRIPG and FLIC contract components.
(3) Some contracts are listed twice or more because they include Retired,
Deferred, and Permanent components. If none were listed twice, the total
number of Purchased Benefit Contracts would be 779.
SCHEDULE A-4
COMMONWEALTH - VUL
PRODUCT NAME COMPANY CONVERSION METHOD
-------------------------------------------------------------
Farmers Variable Universal Life Xxxxxx Full History
Xxxxxx Select VUL Xxxxxx Full History
Power V Variable Universal Life Xxxxxx Full History
Life Investor VUL Xxxxxx Full History
SCHEDULE A-5
COMMONWEALTH - MYGA
CONTRACT NUMBERING
PLAN CODE SCHEME PRODUCT NAME COMPANY
--------- ------------------------- ----------------- ------------------------
451 905XXXXXXX Commonwealth MYGA Commonwealth Annuity and
Life Insurance Company
SCHEDULE B
TRANSITION SERVICES
1. SETUP.
With respect to the transition of new products, ADMINISTRATOR and SDI shall work
with COMMONWEALTH and CLIENT to develop any necessary enhancements with respect
to the following:
(a) incoming and outgoing interfaces;
(b) Group Processing support (if applicable);
(c) tracking multiple sources of money;
(d) operational reporting;
(e) interfaces to DST, NSCC and other business parties;
(f) web and IVR;
(g) licensing and appointment interfaces;
(h) commissions and trail payments;
(i) printed output;
(j) pricing and trades;
(k) fund trading rules
(l) performance returns;
(m) accounts payable;
(n) billing and reconciliation;
(o) archive database (identify years of data to archive)
(p) data mart consulting
(q) others as mutually agreed to by the parties
2. CONVERSION.
ADMINISTRATOR and SDI, with support and cooperation of COMMONWEALTH and CLIENT,
shall evaluate, translate and transition the Contracts to their systems using
the measurable detailed in this Schedule B (as well as those set forth in a
Program Charter, if any, recognizing that the tasks and timelines represented in
a Program Charter are based on initial project estimates and that adjustments,
agreed upon by both ADMINISTRATOR and SDI and COMMONWEALTH and CLIENT have been
or will be made from time to time).
ADMINISTRATOR and SDI, with support and cooperation of COMMONWEALTH and CLIENT,
will compare all Contracts being transitioned as per their systems VIS-A-VIS the
systems in use by CLIENT prior to transition in respect of the following (as
applicable):
(a) total account value;*
(b) value by fund;*
(c) units by fund;*
(d) death benefit amount;*
(e) net cash value;*
(f) cumulative purchase payments *
(g) net amount at risk
(h) face amount
(i) loan - payoff amount,
(j) fixed account deposit date
(k) accumulative premiums and withdrawals; and
(l) additional items approved by all parties.
If the comparison in respect of the asterisked items reveals a difference less
than or equal to the lesser of 0.5% or $10 or other agreed upon tolerance, (the
"Tolerance"), ADMINISTRATOR and SDI shall automatically adjust the values on its
systems to equal the values on CLIENT's systems. If the comparison in respect of
any item reveals a difference greater than the Tolerance, ADMINISTRATOR and SDI,
with the support and cooperation of COMMONWEALTH shall promptly investigate the
reason for the discrepancy. To the extent the reason is attributable to
ADMINISTRATOR's and SDI's systems, ADMINISTRATOR and SDI shall correct its
systems unless an acceptable alternative has been agreed to. If any remaining
discrepancy is then less than the Tolerance, ADMINISTRATOR and SDI shall proceed
as set forth above. If any remaining discrepancy is greater than the Tolerance,
ADMINISTRATOR and SDI shall inform COMMONWEALTH of the remaining discrepancy and
obtain revised data, instructions and/or assistance from COMMONWEALTH on
resolving the discrepancy.
ADMINISTRATOR and SDI, with the cooperation and assistance from COMMONWEALTH and
CLIENT, shall validate the remainder of Contract information by reviewing an
agreed upon sampling of the Contracts across all plan codes against agreed
tolerance levels and resolve discrepancies.
2. SEPARATE ACCOUNTS.
If applicable, ADMINISTRATOR and SDI shall work, in cooperation with
COMMONWEALTH and CLIENT, to transfer the following functions to ADMINISTRATOR
and SDI systems:
(a) daily pricing;
(b) daily fund trading; and
(c) performance returns.
4. IMAGE/LOCKBOX. ADMINISTRATOR and SDI shall work, in cooperation with
COMMONWEALTH and CLIENT, to:
(a) evaluate the current image and lockbox systems used in connection with the
Contracts and establish appropriate workflow processes on ADMINISTRATOR and
SDI systems;
(b) work with CLIENT's information technology resources to transition existing
electronic images to ADMINISTRATOR's and SDI's systems; and
(c) identify required paper files and arrange for delivery of them to
ADMINISTRATOR's and SDI's facilities or appropriate access by ADMINISTRATOR
and SDI
SCHEDULE C
ADMINISTRATION SERVICES
1. PURCHASE PAYMENT AND LOAN REPAYMENTS
(a) ADMINISTRATOR shall xxxx and collect all premiums and loan repayments
due under the Contracts, deposit them in the appropriate account
established by COMMONWEALTH for such purposes (see SECTION 6.2 of the
Master Agreement), return any unearned premiums or other premiums to
be refunded, and reconcile amounts paid with returned billing
statements or other remittance media. If fixed contract premiums are
received with the variable listbills, the funds will be remitted to
CLIENT along with appropriate supporting documentation. The listbill
process will include billing for fixed contracts.
(b) ADMINISTRATOR shall update the Contract owner master records and all
other records to reflect payments received and refunded.
(c) ADMINISTRATOR shall serve as agent on behalf of Epoch Securities, Inc.
("EPOCH"), the Common Remitter for the Contracts, and perform required
functions, including but not limited to, proper application of
employer and employee contributions, allocation of monies to proper
insurance entities, reconciliation of the underlying bank account, and
providing reports and other documentation to allow EPOCH to maintain
proper books and records.
2. NOTICES, PROXIES, STATEMENTS, CONFIRMATIONS, AND OTHER MAILINGS TO
CUSTOMERS
(a) ADMINISTRATOR, either directly or through a vendor, will provide proxy
processing for the underlying funds of the variable Contracts as
required by the participation agreements between COMMONWEALTH or a
CLIENT and the underlying fund and in accordance with Applicable Law.
(b) ADMINISTRATOR shall mail, or provide files to vendors for production
and mailing of reports, statements, and confirmations to contract
owners, insureds, claimants, and annuitants as required by the
Contracts and Applicable Law and in accordance with the standard
industry practices.
(c) ADMINISTRATOR shall mail reports, statements, and confirmations to
policyholders, insureds, claimants, and annuitants as required by the
Contracts and Applicable Law and in accordance with the standard
industry practices
(d) ADMINISTRATOR shall provide an annual information package to Plan
Administrators/Trustees which includes data to support their reporting
requirements.
3. CONTRACT OWNER SERVICES
(a) ADMINISTRATOR shall maintain a toll free number call center located in
the United States, with properly licensed staffing sufficient to
handle inquiries on a prompt basis, to service contract owners,
claimants, annuitants, beneficiaries, and insureds and their
authorized agents and representatives in respect of the Contracts. The
call center shall
operate and be available between the hours of 7:30 a.m. and 5:00 p.m.
Central Standard Time.
Regarding the provision of services in respect of claims, see item 5
below. ADMINISTRATOR shall not furnish advice or suggestions, but
rather only factual responses.
(b) ADMINISTRATOR shall maintain a web site that gives owners of Contracts
(other than the Contracts set forth in Schedule A-3) full access to
Contract data including daily account values and unit values as well
as allows sub-account transfers and purchase payment allocation
changes, if and to the extent such owners had such access and
functionality as of the date hereof. Such web site shall be designed,
implemented and maintained in accordance with standards of the
insurance industry for customer information access and on-line
customer transactions, with such standards including firewalls and
other protections assuring: (a) the security of the web site and of
individual contract owner information and transactions, and (b) the
privacy of and limited access to, the contract owner's account and
account related information (or other personal or personally
identifying information). The Web will be available 24 hours a day, 7
days a week, other than necessary maintenance periods.
(c) ADMINISTRATOR shall maintain an IVR that gives owners of Contracts
(other than the Contracts set forth in Schedule A-3, unless the
ADMINISTRATOR otherwise agrees) access to a subset of Contract data
including daily account values and unit values. Such IVR shall be
designed, implemented and maintained in accordance with standards of
the insurance industry for customer information access, with such
standards including protections assuring: (a) the security of the IVR
and of individual contract owner information, and (b) the privacy of
and limited access to, the contract owner's account and account
related information (or other personal or personally identifying
information). The IVR will be available 24 hours a day, 7 days a week,
other than necessary maintenance periods.
(d) ADMINISTRATOR shall, in accordance with written underwriting and
claims processing guidelines furnished by COMMONWEALTH or a CLIENT, as
applicable, provide general contract owner services with respect to
the Contracts, including, but not limited to, the following, but
excluding any such services if, or to the extent that, licensing as a
broker-dealer is required to perform them (in which event SDI shall
provide Brokerage Services as provided in Schedule D) and also
excluding plan administration services with respect to tax-qualified
plans and accounts::
(i) responding to inquiries, including inquiries regarding the scope
and amounts of benefits provided under the Contracts;
(ii) supplying claimants, contract owners, annuitants, and
beneficiaries, and insureds with appropriate instructions and
forms for reporting claims and for submitting relevant
information;
(iii)processing and recording changes in the Contracts (including (A)
changes of ownership, beneficiary, and options under the
Contracts, and (B) changes in name, address and other data
related to the contract owners and insureds under the Contracts),
reissuances, annuitization, and all financial transactions (E.G.,
transfer requests from one subaccount to another), in all cases
within time
intervals necessary to meet SEC, FINRA, and other applicable
legal and regulatory requirements;
(iv) processing contract loans and surrenders;
(v) processing replacements and exchange requests;
(vi) responding to inquires received (whether by telephone, electronic
transmission, facsimile, mail or otherwise) from insureds,
contract owners, beneficiaries and annuitants or their authorized
agents or representatives in accordance with Applicable Law and
industry standards (including adjustments incident to changes in
Applicable Law or industry standards); and
(vii) processing any required or permitted changes, as and when
communicated to ADMINISTRATOR by COMMONWEALTH, in non-guaranteed
elements (E.G. crediting rates on the Contracts) and satisfying
all related notice requirements in connection with such required
or permitted changes;
(viii) processing the election of annuity options available under the
Contracts and maintaining the Contracts in the annuitization
phase.
(ix) establishing new or administering existing asset allocation
programs at the contract level and remitting to CLIENT quarterly
all XXXX fees deducted from the Contracts (Protective/ZALICO)
(x) processing waiver of premium requests;
(xi) processing of contract maturities
(xii) disbursement of retirement benefits; and
(xii) processing of deposits and withdrawals as directed by RIO/RIFA
Trustees (FAFLIC).
(e) ADMINISTRATOR shall calculate and assess (on a daily basis) the
mortality and expense risk charges, administrative charges and other
optional charges, in accordance with the provisions of the Contracts
and any endorsements or elected special programs, and, insofar as not
inconsistent with the terms thereof, the prospectus and the statement
of additional information disclosure.
(f) ADMINISTRATOR shall obtain (on a daily basis) the net asset value
("NAV") of each fund that serves as an investment option for the
variable Contracts and, provided the underlying fund timely furnishes
its NAV, compute the accumulation unit value of each subaccount of the
separate accounts of the variable Contracts in accordance with the
provisions of the variable Contracts, the prospectus and the statement
of additional information disclosure, or elected special programs on
any day when such calculation is required by the Investment Company
Act of 1940.
(g) ADMINISTRATOR shall calculate for COMMONWEALTH, in the manner required
by SEC regulations, as instructed or agreed by COMMONWEALTH, the
performance
returns for the variable Contracts on a monthly, quarterly, and annual
basis as required by SEC regulations.
(h) ADMINISTRATOR shall prepare copies of contract data pages, inserts, or
additions to Contracts as supplied by COMMONWEALTH and mail such items
to contract holders or agents as appropriate.
(i) ADMINISTRTOR shall apply dividends according th the schedule
determined by a Client (FAFLIC)
4 CLAIMS.
Pursuant to Section 3.6 of the Master Agreement. ADMINISTRATOR is not
required to agree to written claims processing guidelines that would
necessitate registration or licensure of ADMINISTRATOR as anything other
than a third party administrator; provided that if Applicable Law changes
such that procedures to which ADMINISTRATOR has then previously agreed
necessitate additional registration or licensure, ADMINISTRATOR shall
comply with such additional registration or licensure requirements.
5. TAXES.
(a) Commonwealth and/or each CLIENT shall prepare, mail and retain copies
of all Tax reporting related to the contracts of transactions that
occurred prior to the conversion of the products to the ADMINISTRATOR.
ADMINISTRATOR will respond to inquiries on behalf of CLIENTS related
to prior reporting transactions to the extent such information is
available to them. If ADMINISTRATOR identifies that corrections to
CLIENT returns are required, they will provide appropriate information
for such corrections to be filed.
(b) Corrective Processing -- in the event of correction of transactions
that occurred prior to the conversion of Contracts to ADMINISTRATOR
that affect tax activity for the current year, ADMINISTRATOR shall
determine whether an adjustment should be made to prior amounts
withheld and participant tax reporting information and communicate
accordingly to CLIENT.
(c) ADMINISTRATOR shall prepare, mail and retain copies of all Tax
reporting related to the contracts required by Applicable Law after
the service commencement date, including, without limitation, 1099-R,
1099-INT, 1099MISC, 1099DIV and 5498 for contract owners and
beneficiaries as required, and distribute the same to contract owners
and beneficiaries and appropriate authorities.
1. AGENT COMPENSATION
ADMINISTRATOR shall, on behalf of COMMONWEALTH and the CLIENTS, make
payments due from COMMONWEALTH to the broker/dealers of record for the
Contracts as required by written agreements between COMMONWEALTH or a
CLIENT and/or one of their respective affiliates and such broker/dealers
governing compensation paid in connection with the sale and/or servicing of
the Variable Contracts, which payments become due after the Service
commencement date. The fixed trail calculation and payment are excluded. In
connection therewith, ADMINISTRATOR shall also give effect to any
transferred debit balances and/or
overpayments that are recoverable or deductible from current or future
commission payments. ADMINISTRATOR shall assure compliance with all
reasonable commission accounting or other standards.
2. BROKER/DEALER TRANSFERS AND LICENSING
ADMINISTRATOR shall, on behalf of COMMONWEALTH and the CLIENTS, provide the
following support for broker/dealers and broker changes, in each case
relating to the Contracts, including with respect to:
(a) broker transfers;
(b) business transfers;
(c) broker setup;
(d) broker/dealer setup;
(e) confirmation of licensing for broker/dealers; and
(f) maintenance of broker/dealer records
8. ACCOUNTING AND REPORTING SERVICES
ADMINISTRATOR shall perform, with respect to the Contracts, all accounting
and reporting of direct and ceded premiums and claims (and other contract
owner disbursements, contract loans, commissions, premium tax payments and
accruals). Such services shall include all accounting and reporting
necessary to provide COMMONWEALTH with all required data needed for
statutory ("SAP") and generally accepted accounting principles ("GAAP")
financial statements and filings and state and federal income and premium
tax reporting and filings. With respect to premium taxes, ADMINISTRATOR's
reporting shall be broken out on a state-by-state basis.
(a) Within the mutually agreed upon number of days following the end of
each month ADMINISTRATOR shall furnish COMMONWEALTH with the following
factual information in the format agreed to by both COMMONWEALTH and
ADMINISTRATOR. ADMINISTRATOR will generate a control report and
identify a contact to help resolve any transmission or balancing
issues:
(i) general ledger summary file;
(ii) settlement report;
(iii) non-ledger transactions;
(iv) pending claim information;
(v) seriatim valuation contract file as needed to calculate
actuarial reserves;
(vi) contract file information, as needed, to support reinsurance
reporting;
(vii) premium tax and guarantee fund filings;
(viii) unpaid benefits and unpaid dividends, and items such as
mortality expenses and lapses so that CLIENTS can determine
future dividends.
(ix) reports of lost policyholders for escheatment purposes;
(x) assistance with information required under an agreed upon
format.
(b) Quarterly, ADMINISTRATOR shall, in addition to the normal monthly
reporting, furnish COMMONWEALTH with a Schedule D related to the
Separate Account business, Including Unit Value Assets information,
within ten (10) Business Days following the last day of the applicable
quarter.
(c) Annually, ADMINISTRATOR shall in addition to the normal monthly and
quarterly reporting furnish COMMONWEALTH with the following
information necessary to complete the Annual Statement and state
required quarterly and supplemental filings, including the following
within fifteen (15) Business Days following the last day of the
applicable reporting period:
(i) Exhibit of Number of Contracts, Contracts, Certificates, Income
Payable and Account Values In Force for Supplementary Contracts,
Annuities, Accident & Health and Other Contracts;
(ii) Municipal Tax Detail (Town and County detail for states requiring
municipal taxes); and
(iii) Applicable note information.
(iv) Separate Account Annual Statement information (from Green book):
Exhibit 3, Analysis of Reserves, Exhibit 6.
(v) Unit Values at year-end by class
(vi) Exhibit of Life Insurance (Blue Book Annual Statement pages
24-26) and Exhibit of Numbers (Blue Book Annual Statement pages
27)
(d) Annually as of September 30, ADMINISTRATOR shall provide a SAS 70
report by an external audit firm to COMMONWEALTH.
9. COMPLIANCE SERVICES
ADMINISTRATOR shall provide COMMONWEALTH with the following compliance
services:
(a) provide, upon request, information regarding the Contracts for market
conduct examinations, analysis and state survey activities and work
with COMMONWEALTH and/or CLIENTS to resolve problems and take
corrective action with regard to such matters;
(b) provide information to COMMONWEALTH and/or CLIENTS related to the
Contracts as reasonably necessary for COMMONWEALTH to prepare filings
with the SEC and NASD (including, without limitation, compilation of
information, if any, related to the Contracts that would be reflected
in any post-effective amendment to a registration statement for a
Contract, Form 24F-2, Form N-SAR, quarterly FOCUS II/IIA reports, or
annual FOCUS schedule 1);
(c) make special mailings, including, among other things, the periodic
mailing of privacy notices to owners and insureds/annuitants, as
requested and in the form supplied by COMMONWEALTH and/or CLIENTS;
(d) promptly forward to COMMONWEALTH's compliance team any written
communication, and any tape recording of any oral communication,
received or made by ADMINISTRATOR primarily expressing a complaint
against COMMONWEALTH, a CLIENT, ADMINISTRATOR or SDI with respect to a
Contract, or otherwise requiring that COMMONWEALTH, rather than
ADMINISTRATOR on its behalf, respond to such communication because a
response by ADMINISTRATOR or SDI is outside the scope of the services
to be provided by them, and information in ADMINISTRATOR's or SDI's
possession relevant to the fashioning of a response; provided that
ADMINISTRATOR shall not be obligated to draft, recommend or provide
advice regarding responses to complaints;
(e) cooperate and make its personnel available to assist COMMONWEALTH in
the event a complaint shall involve performance of the Administration
Services or the Brokerage Services;
(f) provide compliance services required by OFAC and anti-money
"laundering" procedures, including but not limited to those adopted
under the U.S.A. Patriot Act, in respect of performance of the
Administration Services;
(g) assist (excluding the provision of advice) COMMONWEALTH in connection
with responding to inquiries relating to the Contracts from the SEC,
FINRA, NAIC or the insurance or securities departments of the various
states in which the contract owners are located;
(h) cooperate with COMMONWEALTH's and CLIENTS' efforts to facilitate fraud
detection and investigation that relate to the Contracts and in
accordance with COMMONWEALTH's and CLIENTS' anti-fraud plan and
procedures; and
(i) for any breach of Nonpublic Personal Information, ADMINISTATOR and SDI
will follow Commonwealth's reasonable instructions with respect to
such breach, which instructions may include COMMONWEALTH instructing
ADMINISTRATOR and/or SDI to provide notices (drafted and supplied to
them by COMMONWEALTH) to affected Contract owners.
ADMINISTRATOR's Service Manager in respect of COMMONWEALTH shall serve
as the front person for purposes of communications by or to
COMMONWEALTH related to complaints, regulatory and compliance matters,
and any third party litigation related to the Contracts, the
Administration Services, or the Brokerage Services; provided that such
service shall not preclude the Service Manager from having other
employees of ADMINISTRATOR or SDI assist with respect to such
communications or in particular
cases or with respect to particular matters, communicating information
to COMMONWEALTH or receiving information from COMMONWEALTH on his or
her behalf.
10. HARD COPY HISTORICAL RECORDS RETENTION .
Maintain in safe storage hard copy historical records created by
COMMONWEALTH or a CLIENT in respect of pre-conversion transactions with
respect to the Contracts. (Costs of shipment and storage are not included;
COMMONWEALTH is responsible for shipment and shipment costs and storage and
retrieval and re-delivery charges are pass-through costs.)
11. MAINTENANCE OF ELECTRONIC ARCHIVAL DATABASE
Maintain electronic archival database established in conversion process up
to date.
12. POST CONVERSION IDENTIFICATION OF NECESSARY ADMINISTRATION SERVICES.
In the event that a necessary Administration Service is identified post
conversion which was not previously identified, that service may be added
and the fees therefor negotiated in good faith.
SCHEDULE D
BROKERAGE SERVICES
1. Aggregating and netting customer orders forwarded by ADMINISTRATOR to SDI
for the purchase and sale of shares of the mutual funds which serve as the
underlying investment of the variable Contracts (each a "Fund");
2. As determined by COMMONWEALTH, submitting net orders to (a) COMMONWEALTH or
(b) the Funds, or their respective agents; provided COMMONWEALTH has
arranged for the Funds to accept such orders from SDI on behalf of
COMMONWEALTH;
3. As determined by COMMONWEALTH, (a) instructing CLIENT on funding of
disbursement accounts as necessary to make trade settlement payments and
effecting such payments from such CLIENT disbursement accounts or (b)
forwarding wire transfer instructions to CLIENT in order to settle Fund
trades; and
4. Assisting ADMINISTRATOR in the daily reconciliation of COMMONWEALTH and
variable Contract owner records to the overall positions with the Funds.
D-1
SCHEDULE E
SERVICE LEVEL AGREEMENTS
For the purposes of Schedule E, the term "Contract" includes both the Contracts
being transitioned and the New Products being implemented.
A. GENERAL
TASK PERFORMANCE STANDARD
------------------------------------------------------------ ------------------------------------------------------------
Mailing Standards:
- Sending out requested forms - Mailed within 5 Business Days of request
- Sending out Contract Owner Annual Reports - As required by Applicable Law
- Commission Checks - Mailed within 5 Business Days of production
- Confirmation statements and checks - Mailed within 5 Business Days following related financial
transaction
- Statements of Account - Position files provided to DST by the 3rd day after the
end of the quarter or year to which the statements relate
- Sending out Policyholder Anniversary Statements - 95% mailed by the thirtieth (30th) Business Day of the
(Traditional/RIFA/RIO) following month
Phone Standards:
- Answer time - 60% of calls answered within 60 seconds
- Hours of operation from 7:30 am to 5:00 pm CST.
Processing Standards for Variable Contracts:
- Average time to process non-financial change requests - 95% processed within Five (5) Business Days from receipt
such as address, beneficiary, and payment mode of request in good order
- Average time to process financial change requests such - Same Business Day if received, in good order, prior to the
as transfers, withdrawals, and automatic rebalancing close of regular trading hours on the New York Stock
Exchange (normally 4:00 p.m. EST). Next Business Day if
received after New York Stock Exchange close
Processing Standards for Traditional Life Insurance and
Fixed Annuities:
- Average time to process non-financial changes such - 95% processed within seven (7) Business Days from receipt
as address, beneficiary, and payment mode of request in good order
- Average time to process financial change requests - 95% in five (5) Business Days from receipt of request in
such as transfers, withdrawals, and automatic good order
rebalancing, surrenders, loans, and dividend releases
- Dividends - Post 95% of applicable dividends to account on first (1st)
Business Day of January. Mail check within the first
seven (7) Business Days of January (if January dividend
and policy paid through January 1)
- Post 95% of applicable dividends to account on anniversary
date of the policy and mail check within seven (7)
Business Days of anniversary date on policies paid
through anniversary
Processing Contract Claims - In accordance with agreed Claims Guidelines (see Section
3.6 of Master Agreement)
- Claims on variable products to be processed on the same
day in which they are deemed to be In Good Order
- Initial Notification of Death
- 98% within 5 business days
- Follow Up Processing
- 98% within 30 business days
Web Service - 24-7 web access will be provided 99.5% of the time
measured over the trailing 12 months (or the life of the
Work Assignment if then less 12 months), except as required
for scheduled maintenance or due to circumstances outside
the Administrators control
IVR service
- 24-7 IVR access will be provided 99.5% of the time
measured over the trailing 12 months (or the life of the
Work Assignment if then less 12 months), except as required
for scheduled maintenance or due to circumstances outside
the Administrators control
Trading Standards - Orders from contract owners to funds to be transmitted by
10:00 a.m. (CST).
- Payments to funds (provided sufficient funds in
appropriate disbursement account) to be transmitted by
12:00 p.m. (CST)
Compliance Standards:
- Regulatory Complaint from Regulator - Copy of complaint to COMMONWEALTH within 2 Business Days
- Producer Incident - Copy of incident to COMMONWEALTH within 2 Business Days
- Copies of correspondence and voice recordings relevant - Submitted to COMMONWEALTH within 10 Business Days of
to customer complaints Service Provider receipt, unless additional time has been
requested
-Data and document requests not related to audits or - Material to be provided to COMMONWEALTH within 10 business
regulatory requests days from date both COMMONWEALTH and Administrator agree on
request criteria
-Specific Regulatory Requests (in connection with a - Material to be provided to COMMONWEALTH within 10 business
request by a regulator or governing body such as the days from date COMMONWEALTH and Administrator agree on
SEC,FINRA, DOI, etc) request criteria unless a shorter time is required by the
regulator
-Requests in connection with a specific project, audit -Within agreed upon time frames between COMMONWEALTH and
project or new regulation Administrator
- Legal Requests (i.e. Litigation, subpoenas, levies, - Delivery of Legal correspondence as outlined by the
garnishments or bankruptcies) regulatory requirement (not more than 2 business days)
Extract Processing Standards: - Minimum Service Level: 90%, Measurement period is Monthly
- Daily PHDBTOO - 6:00 pm CT
- Daily GL - 1:00 pm CT (all GL files, AFLIAC, GS, &
TransAmerica)
- Monthly PHDBTOO - 8:00 pm CT - this extract usually
runs for 8-9 hours
- Reserve - 1pm CT (all Reserve files GS, IFE VUL, GS
Payout, DBIO, GACB, RIFA, Protective, & Trad)
- TAI - 1 ;00 pm CT
* Performance against these standards shall be measured monthly and reported by
ADMINISTRATOR to COMMONWEALTH within ten (10) Business Days following the end of
each month.
** Neither Contracts in Service for less than three full calendar months
following transition to ADMINISTRATOR and SDI for administration nor Contracts
in respect of which records are incomplete need be (but they may be) considered
by ADMINISTRATOR for purposes of determining and reporting on performance
relative to such Service Level Agreements. The procedures for processing
Contracts in respect of which records are incomplete will be handled as
exception processing.
*** ADMINISTRATOR shall not be considered to have failed to satisfy such Service
Level Agreements if such failure is the result of extraordinary events, such as
events of FORCE MAJEURE; e.g. a material ratings downgrade of COMMONWEALTH, or
publication of an article that COMMONWEALTH is near insolvency, a customer base
mailing of non-routine character resulting in unanticipated customer contact;
COMMONWEALTH understands and acknowledges that such Service Level Agreements are
intended only as measures of commercially reasonable performance under
anticipated ordinary business conditions.
**** ADMINISTRATOR shall not be held responsible for failure to meet such
Service Level Agreements due to material production backlogs on Service
commencement dates.
***** ADMINISTRATOR and COMMONWEALTH agree to discuss in good faith any service
level change order request hereafter made by COMMONWEALTH in the event the
levels of service actually being furnished by ADMINISTRATOR are not, overall,
comparable or better relative to what had been furnished by CLIENT prior to
ADMINISTRATOR providing services.
B. BROKERAGE SERVICE LEVEL AGREEMENTS
Orders for the purchase and sale of the Funds shall be effected in compliance,
in all material respects, with the terms of the applicable participation
agreement between the respective Fund (and/or its agents) and COMMONWEALTH or
the applicable CLIENT, provided, however, that (a) COMMONWEALTH and the CLIENT
has furnished SDI with copies of all applicable participation agreements and (b)
the agreement of the Funds (and/or, as required, the NSCC, in the case of
NSCC-traded Funds) to allow SDI to initiate trades on behalf of COMMONWEALTH has
been obtained by COMMONWEALTH.
C. SIGNIFICANT AND CHRONIC
Service Level Agreement performance failures shall be regarded as "significant"
if performance is worse than as specified below. Significant performance
failures that occur in four consecutive months, or that occur in any eight
months out of any twelve-month period, shall be regarded a "chronic:
TASK PERFORMANCE STANDARDS
------------------------------------------------------------ ------------------------------------------------------------
Mailing Standards:
- Sending out requested forms - Mailed within 10 Business Days of request
- Sending out Contract owner Annual Reports - Mailed within 15 Business Days of production
- Commission Checks - Mailed within 15 Business Days of production
- Confirmation statements and checks - Mailed within 15 Business Days of production
- Statements of Account - Position files provided to DST by the 15th day after the
end of the quarter or year to which the statements relate
- Annual Statements - Mailed by the forty-fifth (45th) Business Day
Phone Standards:
- Answer time - 50% of calls answered within 120 seconds
Processing Standards for Variable Contracts:
- Average time to process non-financial change requests such - Twenty (20) Business Days from receipt of request in good
as address, beneficiary, and payment mode order
- Average time to process financial change requests such as - Within 5 business days if received, in good order, prior
transfers, withdrawals, and automatic rebalancing to the close of regular trading hours on the New York Stock
Exchange (normally 4:00 p.m. EST).
Processing Standards for Traditional Life Insurance and
Fixed Annuities:
- Average time to process non-financial changes such as - Twenty (20) Business Days from receipt of request in
address, beneficiary, and payment mode good order
- Average time to process financial change requests such - Within fifteen (15) business days if received, in good
as transfers, withdrawals, and automatic rebalancing, order
surrenders, loans, and dividend releases
- Dividends - Post 90% of applicable dividends to account on first (1st)
Business Day of January. Mail check within the first
twenty (20) Business Days of January (if January
dividend)
- Post 90% of applicable dividends to account on
anniversary date of the policy and mail check within
twenty (20) Business Days of anniversary date
Web Service
- 24-7 web access will be provided 90% of the time measured
over the trailing 12 months (or the life of the Work
Assignment if then less 12 months), except as required for
scheduled maintenance or due to circumstances outside the
Administrators control
IVR service
- 24-7 IVR access will be provided 90% of the time measured
over the trailing 12 months (or the life of the Work
Assignment if then less 12 months), except as required for
scheduled maintenance or due to circumstances outside the
Administrators control
Compliance Standards:
- Regulatory Complaint from Regulator - Copy of complaint to COMMONWEALTH within 7 Business Days
- Producer Incident - Copy of incident to COMMONWEALTH within 7 Business Days
- Copies of correspondence and voice recordings relevant to - Submitted to COMMONWEALTH within 20 Business Days of
customer complaints Service Provider receipt, unless additional time has been
requested
-Data and document requests not related to audits or - Material to be provided to COMMONWEALTH within 20 business
regulatory requests days from date both COMMONWEALTH and Administrator agree on
request criteria
-Specific Regulatory Requests (in connection with a request - Material to be provided to COMMONWEALTH within 10 business
by a regulator or governing body such as the SEC,FINRA, days from date COMMONWEALTH and Administrator agree on
DOI, etc) request criteria unless a shorter time is required by the
regulator
-Requests in connection with a specific project, audit
project or new regulation
- Legal Requests (i.e. Litigation, subpoenas, levies, -Within agreed upon time frames between COMMONWEALTH and
garnishments or bankruptcies) Administrator
- Delivery of Legal correspondence as outlined by the
regulatory requirement (not more than 5 business days)
Extract Processing Standards: - Minimum Service Level: 70%, Measurement period is Monthly
- Daily PHDBTOO - 6:00 pm CT
- Daily GL - 1:00 pm CT (all GL files, AFLIAC, GS, &
TransAmerica)
- Monthly PHDBTOO - 8:00 pm CT - this extract usually
runs for 8-9 hours
- Reserve - 1pm CT (all Reserve files GS, IFE VUL, GS
Payout, DBIO, GACB, RIFA, Protective, & Trad)
- TAI - 1 ;00 pm CT
SCHEDULE F
CONTRACT ADMINISTRATION FEES
TABLE F.1 COMMONWEALTH, FAFLIC AND TRANSAMERICA
(PRICING DELETED)
MYGA - new business fee - Waived for the first year of the product launch up to
5,000 contracts, starting the date the first contract application is issued, the
charge is $15 for each electronic application and $35 for each paper application
processed. The first MYGA policy was issued on June 19, 2012 with the first year
since product launch ending on June 19, 2013.
Subject to the CPI adjustment described Part IX.B of the Assignment and 8.6 of
the Master Agreement.
SCHEDULE G
STANDARD RATES
2012 Time and Materials Rates
Senior Professional Staff
- Attorneys $ 223
- Executives / Program Manager $ 196
- Project Manager $ 196
Professional Staff
- Actuaries $ 168
- Senior Programmer Analyst,
- Senior Business Analyst $ 127
- Financial Accountant $ 109
- Programmer Analyst,
- Business Analyst $ 103
- Paralegal, Compliance $ 91
Service Center Personnel
- Domestic $ 57
- Offshore $ 24
The foregoing charges shall be invoiced in arrears and due on the same terms as
invoices for fees due pursuant to subject to the CPI adjustment described in
Section 8.6 of the Master Agreement.
