EXHIBIT 1.A.(4)
LUTHERAN BROTHERHOOD VARIABLE
INSURANCE PRODUCTS COMPANY
MANAGEMENT SERVICE AGREEMENT
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This contract is made among Lutheran Brotherhood, a Minnesota
corporation ("LB"), Lutheran Brotherhood Securities Corp., a Pennsylvania
corporation ("LBSC") and Lutheran Brotherhood Variable Insurance Products
Company, a Minnesota corporation, ("LBVIP"), this _______ day of
____________, 1986.
WHEREAS, LB, LBSC and LBVIP each seek to reduce their operation costs
and obtain certain efficiencies available in the equitable and practicable
sharing among them of certain common management and administrative
procedures, and
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, do agree as follows:
1. LB and LBSC shall furnish to LBVIP in such quantities and at such
times as shall be necessary for the efficient and viable operation
of LBVIP, all corporate management and administrative services of
every nature, including but not limited to, the following
categories:
A. General professional, including management, investment, legal,
accounting, and administrative services;
B. General administrative, including purchasing, receiving,
disbursement, bookkeeping, word processing, data processing,
graphics, mail, and secretarial services;
C. Marketing support, including field management, field
compensation, promotion, conferences, education, and training
services; and,
D. Other services which the parties shall from time to time agree
to be necessary and appropriate for the efficient operations of
the parties, including to the extent they are not covered
above, but not limited to, the following:
(1) Compensation procedures, systems and administration of
all management, employees and agents;
(2) Field Force commissions;
(3) Investment procedures, systems and administration;
(4) Taxes and the applicable reporting thereof to local,
state and federal authorities;
(5) Expenses of examination and other governmental expenses,
and fees and expenses of trade associations and bureaus;
(6) Underwriting;
(7) Claims adjustment;
(8) Claims payments;
(9) General books of account;
(10) Appointment and cancellation of agencies;
(11) Policies, endorsements, and related matters;
(12) Accounting, statistics, and records;
(13) Collection and handling of premiums and moneys;
(14) Reinsurance;
(15) General overhead;
(16) Housing, space and furniture and fixtures;
(17) Preparation of financial and other reports;
(18) Advertising, sales promotion and agency development;
(19) Employment and discharge of personnel;
(20) Competition among LB, LBSC and LBVIP;
(21) Allocations of expenses between company operations of
LBVIP and other activities, if any;
(22) Cancellation of policies;
(23) Refusal of risks;
(24) Allocated and unallocated loss adjustment expense;
(25) Amendments to this Agreement.
2. In consideration of receipt of the above described services, LBVIP
shall pay to LB and/or to LBSC in such manner and at such times as
the parties shall agree, but at least annually, the actual costs of
such services.
3. This is a management service agreement only and does not purport to
transfer from one party to another any items of property, either
tangible or intangible and all parties shall continue to own, hold,
completely control and remain in custody of all items of property
to which they are now or in the future entitled without respect to
how such properties or the values thereof were created or enhanced.
4. Notwithstanding anything to the contrary, LBVIP shall:
A. Have custody of, responsibility for and complete control of all
of its investments;
B. Own, have custody of and keep its general corporate accounts
and records;
C. Own all the records of its business;
D. Have an ultimate veto right on underwriting;
E. Have the ultimate right to cancel any risk;
F. Have an ultimate veto on appointment of agents and the ultimate
power to cancel any agency;
G. Have an ultimate responsibility for and general control of
claims adjustment and claims payments;
H. Be entitled to any premiums collected by LB or LBSC which shall
be held in a fiduciary capacity and be paid over to LBVIP
immediately following collection;
I. Retain an adequate right of cancellation of the contract and
discharge of the manager in the event LB or LBSC fails to
satisfactorily perform;
J. Retain the ultimate veto right over commission rates.
5. This Agreement may not be assigned, transferred or amended without
the express written consent of each party.
6. The duration of this Agreement shall be perpetual provided that any
party may at any time call, in writing for a renegotiation of its
provisions and that any party may cancel this agreement upon
reasonable written notice to the other parties.
IN WITNESS WHEREOF, the parties have signed in Minneapolis, Minnesota,
on the date first above written.
LUTHERAN BROTHERHOOD
(SEAL)
By
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Xxxxxx X. Xxxxx
Its President
LUTHERAN BROTHERHOOD SECURITIES CORP.
(SEAL)
By
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Xxxxxxxx X. Xxxxxxx
Its President
LUTHERAN BROTHERHOOD VARIABLE
INSURANCE PRODUCTS COMPANY
(SEAL)
By
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Xxxxxx X. Xxxxx
Its President
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