FACILITIES AGREEMENT
This AGREEMENT is made among the following companies:
1. Security Benefit Mutual Holding Company
2. Security Benefit Corp.
3. Security Benefit Life Insurance Company
4. Security Benefit Group, Inc.
5. Security Management Company, LLC
6. Security Distributors, Inc.
7. Creative Impressions, Inc.
8. Security Benefit Academy, Inc.
Security Benefit Life Insurance Company and all of its affiliates listed above
(hereafter collectively referred to as the "GROUP OF COMPANIES") agree that from
time to time certain members of the GROUP OF COMPANIES may furnish personnel,
services, office space and equipment (hereafter referred to as "Facilities") to
other members of the GROUP OF COMPANIES and that members providing such
facilities should be fairly compensated by the member to whom such facilities
are provided. In consideration of the mutual promises from and to each party, it
is agreed by and between the parties as follows:
1. METHOD OF ALLOCATION. Each member will pay all costs and expenses of
personnel, including fringe benefits, and all other overhead expenses
relating to the operation of its general business and its properties. In
the event that one member shall furnish Facilities to another, the member
receiving such Facilities shall be charged by the member providing such
Facilities as follows:
(a) OFFICE SPACE. Any office space occupied by personnel of a member
not directly employed by the member owning the office space shall
reimburse the member owning the space on the basis of reasonable
rent for the total square footage occupied by such personnel;
(b) PERSONNEL AND SERVICES. The charges for services rendered to one
member by another shall be based on actual time expended, at rates
calculated to recover direct and indirect costs, and other
operating costs incidental to departmental services provided; and
(c) EQUIPMENT. The rental charge for equipment furnished to one member
by another shall be based on the cost of the equipment, cost of
operation, overhead, and depreciation.
2. ALTERNATIVE METHOD OF ALLOCATION. Due to the complexity of the METHOD OF
ALLOCATION outlined above, certain members may be charged a fixed monthly
fee for facilities provided by another member rather than following the
steps outlined at 1 above. This alternative method will be allowed
providing that the fee is mutually agreed to by the parties.
3. DIRECT EXPENSES. Each member agrees to reimburse any other member for any
other direct charges incurred by such member on its behalf.
4. MANNER OF SETTLEMENT. A detailed allocation of costs and charges incurred
by each member and Facilities rendered by each member to any other member
will be prepared and invoices for the amount due to any member or from
any member will be prepared and forwarded on a monthly basis. Each member
agrees to settle its accounts with any other member by the end of the
month following the month in which an invoice was submitted.
5. NEW MEMBERS. A corporation which subsequently becomes a member of the
GROUP OF COMPANIES, upon agreements between such corporation and Security
Benefit Group, Inc., shall become a party to this AGREEMENT as a member
of the GROUP OF COMPANIES.
6. DEPARTING MEMBERS. A corporation whose membership in the GROUP OF
COMPANIES ceases or is terminated or any reason whatsoever shall not have
any further remedies, rights, or obligations under this AGREEMENT but
shall remain liable under this AGREEMENT for payments due from it to
other members of the GROUP OF COMPANIES through the date it ceases to be
a member.
7. INDEPENDENT CONTRACTOR. For purposes of this AGREEMENT, each member shall
be deemed to be an independent contractor and shall not be deemed to be
an agent of any other member, and the personnel of each member, if any,
shall not be deemed to be employees to any other member.
8. TERM AND AMENDMENTS. The AGREEMENT shall remain in effect until modified
by mutual consent of all parties or until terminated by mutual consent of
the participating parties.
9. LAWS OF KANSAS. This AGREEMENT shall be governed by the laws of the State
of Kansas.
10. PRIOR AGREEMENT. This AGREEMENT supersedes the Facilities Agreement dated
December 31, 1992, as amended November 1, 1996.
11. TERMINATION. This AGREEMENT shall be terminated (1) in its entirety by
the written agreement of the parties or (2) as to a member upon 30 days'
written notice to the other parties or upon a member ceasing to be a part
of the GROUP OF COMPANIES.
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed
this 30th day of April, 1999 by their duly authorized officers.
SECURITY BENEFIT MUTUAL SECURITY MANAGEMENT
HOLDING COMPANY COMPANY, LLC
By: XXXXX X. XXXXX By: XXX X. XXX
-------------------------- ----------------------------------------
SECURITY BENEFIT CORP. SECURITY DISTRIBUTORS, INC.
By: XXXXX X. XXXXX By: XXX X. XXX
-------------------------- -----------------------------------
SECURITY BENEFIT LIFE CREATIVE IMPRESSIONS, INC.
INSURANCE COMPANY
By: XXXXX X. XXXXX By: XXXXX X. XXXXX
-------------------------- -----------------------------------
SECURITY BENEFIT GROUP, INC. SECURITY BENEFIT ACADEMY, INC.
By: XXXXX X. XXXXX By: XXXXX XXXXXXXX
-------------------------- -----------------------------------
AMENDMENT TO
FACILITIES AGREEMENT
WHEREAS, Creative Impressions, Inc. ("Creative Impressions") is a party to a
Facilities Agreement (the "Agreement") dated April 30, 1999 under which it and
other members of the Security Benefit Group of Companies have agreed that
certain affiliates may furnish personnel, services, office space and equipment
to other affiliates;
WHEREAS, on July 9, 1999 Creative Impressions, a Kansas corporation, amended its
Articles of Incorporation and changed its name to Security Retirement Plans,
Inc., a Kansas corporation;
WHEREAS, on August 11, 1999 Security Retirement Plans, Inc., amended its
Articles of Incorporation and changed its name to Security Financial Resources,
Inc. ("SFR"), a Kansas corporation; and
WHEREAS, SFR desires to memorialize the fact that its change of name has no
effect on its status as a party to the Agreement.
NOW THEREFORE, the parties to the Agreement hereto agree as follows:
All references in the Agreement to Creative Impressions, Inc. shall be deemed to
be references to Security Financial Resources, Inc.
SECURITY BENEFIT MUTUAL SECURITY MANAGEMENT
HOLDING COMPANY COMPANY, LLC
By: XXXXX X. XXXXX By: XXX X. XXX
-------------------------- ----------------------------------------
SECURITY BENEFIT CORP. SECURITY DISTRIBUTORS, INC.
By: XXXXX X. XXXXX By: XXX X. XXX
-------------------------- -----------------------------------
SECURITY BENEFIT LIFE SECURITY FINANCIAL RESOURCES, INC.
INSURANCE COMPANY
By: XXXXX X. XXXXX By: XXXXX X. XXXXX
-------------------------- -----------------------------------
SECURITY BENEFIT GROUP, INC. SECURITY BENEFIT ACADEMY, INC.
By: XXXXX X. XXXXX By: XXXXX XXXXXXXX
-------------------------- -----------------------------------
