EXHIBIT 1-A(9)
ADMINISTRATIVE SERVICE AGREEMENT
This ADMINISTRATIVE SERVICE AGREEMENT is entered into this 16th day of
May, 1988, by and between THE FRANKLIN LIFE INSURANCE COMPANY ("FRANKLIN") and
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY ("AMERICAN"), both Illinois
corporations. WITNESSETH:
WHEREAS, FRANKLIN has experienced and skilled administrators; and
WHEREAS, AMERICAN has no such resource and is desirous of obtaining
administration services from FRANKLIN; and
WHEREAS, FRANKLIN is willing and able to provide such services to AMERICAN
for an arms-length consideration.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows;
▇. ▇▇▇▇▇▇▇▇'▇ DUTIES
▇. ▇▇▇▇▇▇▇▇ shall furnish AMERICAN legal, actuarial, accounting, data
processing, computer, printing and agency advisory and other
administrative services in the development and maintenance of
AMERICAN'S insurance businesses.
B. All services to be performed by FRANKLIN hereunder shall be at the
direction of and subject to the control of AMERICAN. In no event
shall the services performed by FRANKLIN hereunder relate to the
management of AMERICAN's business and affairs.
▇. ▇▇▇▇▇▇▇▇ shall cause its employees who are rendering services
hereunder to keep records of time spent on such services. Statements
of expenses in connection with such services shall be provided by
FRANKLIN to AMERICAN with such information that AMERICAN can report
all allocated costs as if the same had been incurred on a direct
basis.
▇. ▇▇▇▇▇▇▇▇ will ▇▇▇▇ AMERICAN on a monthly basis for the services to be
performed hereunder and payments for such services shall be made no
later than ten days after the receipt of such monthly billing.
II. AMERICAN'S DUTIES
A. AMERICAN will pay FRANKLIN for services performed hereunder on the
basis of an allocation of direct expenses including, but not limited
to, telephone charges, supplies, printing and mailing, and services
representing charges for the time of the employee of FRANKLIN
providing the services. Charges will include that portion of the
salaries of such individuals attributable to the services performed
hereunder and will cover the actual amount of such salaries plus the
costs of fringe benefits.
III. BREACH
This agreement shall be performed by FRANKLIN in a manner satisfactory and
acceptable to AMERICAN who shall be the sole judge of the quality of
performance. In the event of a material breach by FRANKLIN or nonpayment
by AMERICAN, either party will have the right to immediately
terminate-this Agreement and its obligations hereunder accruing to the
date of termination. In such case, upon receipt of due notice, FRANKLIN
will have a reasonable time to prepare and deliver any records, documents
or other property belonging to AMERICAN.
This contract is subject to force majeure, and is contingent upon strikes,
acts of God, weather conditions, inability to secure labor, regulations or
restrictions imposed by any government or governmental agency, or other
delays beyond the control of the parties. If performance by FRANKLIN is
prevented by any cause of force majeure, then this contract shall be void
without penalty for such nonperformance.
The failure of AMERICAN or FRANKLIN to enforce at any time the provisions
of this agreement shall not be construed as waiver or otherwise affect the
validity of this agreement.
IV. ASSIGNMENT
This agreement and the obligations to be performed hereunder shall not be
assignable by FRANKLIN without the consent of AMERICAN. This provision
shall not prevent FRANKLIN from selling, assigning or transferring any
specific property acquired pursuant to this agreement.
V. NOTICE
All notices given hereunder shall be in writing and shall be sent by
certified mail to the parties at their respective home office addresses.
VI. AUDIT
AMERICAN shall have the right, at its own expense and at any reasonable
time, to make an audit of the services rendered and the amounts charged
hereunder.
VII. PURPOSE
It is understood and agreed that the sole purpose of this Agreement is to
allow FRANKLIN, acting through its employees, to furnish advisory and
technical services to AMERICAN. Nothing contained in this Agreement or in
the performance hereof shall in any manner be construed to imply any
agreement or mutual commitment whatsoever between FRANKLIN and AMERICAN to
engage in any common course of conduct or activity,
VIII. TERMINATION
Either party may terminate this Agreement by thirty days written notice to
that effect addressed to the other party at its home office.
IX. LAW
This Agreement shall be interpreted by and construed under the laws of the
state of Illinois.
IN WITNESS WHEREOF, THE UNDERSIGNED CERTIFY that they have read the
foregoing ADMINISTRATIVE SERVICE AGREEMENT, assent to the contents thereof, that
it is a true and accurate statement of their agreement and that they have the
requisite legal authority to bind the respective parties.
THE AMERICAN FRANKLIN LIFE
INSURANCE COMPANY
By: ____________________________________
THE FRANKLIN LIFE INSURANCE COMPANY
By: ____________________________________