8(g) Form of Administrative Services Agreement between Intramerica
Life Insurance Company and Allstate Insurance Company
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ("Agreement") is made
effective as of 12:01 a.m. Eastern Standard Time, on the 1st day of July, 1999
("Effective Date") by and between Allstate Insurance Company, an Illinois
insurance company ("Allstate"), and Intramerica Life Insurance Company, a New
York insurance company ("ILIC").
WHEREAS, ILIC is an indirect subsidiary of Allstate; and
WHEREAS, Allstate has extensive experience in the operation of
the life insurance business; and
WHEREAS, ILIC desires Allstate to provide services to ILIC
(collectively, the "services") and desires further to make use in its day-to-day
operations of certain property, equipment and facilities (collectively, the
"facilities") of Allstate as ILIC may request with respect to the services; and
WHEREAS, Allstate and ILIC contemplate that such an agreement
for services will achieve certain operating economies and improve services to
the benefit of both of the companies; and
WHEREAS, Allstate and ILIC wish to assure that all charges for
services and the use of facilities incurred hereunder are reasonable and in
accordance with all applicable legal requirements, including New York Insurance
Department Regulation No. 33, and to the extent practicable reflect actual costs
and are arrived at in a fair and equitable manner, and that estimated costs,
whenever used, are adjusted periodically, to bring them into alignment with
actual costs; and
WHEREAS, Allstate and ILIC wish to identify the services to be
rendered to ILIC by Allstate and the facilities to be used by ILIC, and to
provide a method of fixing bases for determining the charges to be made to ILIC;
NOW, THEREFORE, in consideration of the premises and of the
mutual promises set forth herein, and intending to be legally bound hereby,
Allstate and ILIC agree as follows:
PERFORMANCE OF SERVICES AND USE OF FACILITIES. Subject to
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the terms, conditions and limitations of this Agreement, Allstate agrees to the
extent requested by ILIC to perform diligently and in a professional manner such
services as set forth in this Agreement as ILIC determines to be reasonably
necessary in the conduct of its insurance operations.
Subject to the terms, conditions and limitations of this
Agreement, Allstate agrees to the extent requested by ILIC to make available to
ILIC such of its facilities as ILIC may determine to be reasonably necessary in
the conduct of the portion of its insurance operations specified herein,
including data processing equipment, business property (whether owned or leased)
and communications equipment.
Allstate agrees at all times to maintain sufficient facilities
and trained personnel of the kind necessary to perform this Agreement.
CAPACITY OF PERSONNEL AND STATUS OF
FACILITIES. Whenever Allstate utilizes its personnel to
perform services for ILIC pursuant to this Agreement, such
personnel shall at all times remain employees of Allstate
subject solely to its direction and control, and Allstate
shall alone retain full liability to such employees for their
welfare, salaries, fringe benefits, legally required employer
contributions and tax obligations.
No facility of Allstate used in performing
services for or subject to use by ILIC shall be deemed to be
transferred, assigned, conveyed or leased by performance or
use pursuant to this Agreement.
EXERCISE OF JUDGMENT IN RENDERING
SERVICES. In providing any services hereunder which require
the exercise of judgment by Allstate, Allstate shall perform
any such service in accordance with any standards and
guidelines ILIC develops and communicates to Allstate. In
performing any services hereunder, Allstate shall at all times
act in a manner reasonably calculated to be in or not opposed
to the best interests of ILIC.
CONTROL. The performance of services by
Allstate for ILIC pursuant to this Agreement shall in no way
impair the absolute control of the business and operations of
Allstate or ILIC by their respective Boards of Directors.
Allstate shall act hereunder so as to assure the separate
operating identity of ILIC.
SERVICES.
The performance of Allstate under this Agreement with respect to the business
and operation of ILIC shall at all times be subject to the direction and control
of the Board of Directors of ILIC. In providing services with respect to this
Agreement, Allstate agrees that any and all personal contact or communication,
both oral and written, with ILIC's policyholders, insureds, beneficiaries and
applicants will be done in the name of and on behalf of ILIC. No mention of
Allstate will be made in any such personal contact or communication with ILIC's
policyholders, insureds, beneficiaries or applicants. Allstate agrees to use
ILIC's letterhead for all such written communication. Allstate further agrees
that if any of its employees who have direct contact with ILIC's policyholders,
insureds, beneficiaries or applicants perform such services from a location
outside the State of New York, Allstate will establish and maintain a toll free
800 telephone number for use by ILIC's policyholders, insureds, beneficiaries
and applicants.
Subject to the foregoing and to the terms, conditions and
limitations of this Agreement, Allstate shall provide to ILIC, at ILIC's
request, insurance-related services typically performed by a life insurance
company with respect to individual and group life insurance and annuity
products, including the services set forth below with respect to the business of
ILIC.
ACCOUNTING, DATA PROCESSING, TAX AND
AUDITING. Allstate shall process all accounting functions and
update all accounting records of ILIC (including, but not
limited to, the general ledger, investment ledger, journals,
cash book, subsidiary ledgers, and all worksheets supporting
annual, quarterly and other statements and reports filed with
or submitted to supervising and regulatory authorities).
Allstate shall process daily transfers to the appropriate
accounts and shall update ILIC's investment and general ledger
accounting systems. Allstate shall also provide such
assistance as may be required with respect to tax and auditing
services. Such auditing services shall include not only review
of financial records but may also include review of specific
functions and activities in order to ensure compliance with
ILIC's established policies. This auditing provision shall not
apply to ILIC's audit of Allstate's services pursuant to this
Agreement.
Allstate shall provide ILIC's home office in Farmingville, New
York computer access to the electronic system that generates the electronic
records with respect to ILIC's business. Computer access to the electronic data
media used to maintain ILIC's accounting records shall be readily available,
easily accessible, and in a readable format during all normal business hours.
Allstate shall maintain format integrity and compatibility of the electronic
records to ensure such records which constitute ILIC's accounting records are
current and accessible.
In addition to providing the above described access to ILIC's
accounting records, Allstate personnel shall forward acceptable backup (hard
copy or another durable medium as long as the means to access the durable medium
is also maintained at the home office of ILIC) on a monthly basis. Backup of
ILIC's accounting records shall be made on a regular basis from the accounting
client server system. A copy will be archived.
If the electronic system being used to maintain the records
which comprise ILIC's accounting records is to be replaced by a system
incompatible with the existing system, Allstate shall ensure that all
pre-existing records are accessible with the new system.
FUNCTIONAL SUPPORT SERVICES. Allstate, when requested by ILIC,
shall provide functional support services including but not limited to: (i)
actuarial services, including rate and profit share analysis, product research
and development, counseling on reserving requirements, work required for or in
support of rate and/or form submissions, actuarial certifications and advice
with respect to reinsurance, (ii) services associated with the establishment,
maintenance, registration with appropriate government agencies, and
administration of separate accounts, including unit pricing of the separate
accounts, (iii) services associated with the generation and mailing of Form
1099, (iv) services in support of ERISA, 403(b) and 401(k) plans, (v) services
in connection with the management of bank accounts, (vi) telecommunications
services and electronic data processing services, facilities and integration,
including software programming and documentation and hardware utilization, (vii)
legal services, including representation of ILIC in the prosecution or defense
of actions and in the negotiation and preparation of contracts and other
documents, product development and drafting and filing of policies and forms,
governmental relations and advising on regulatory compliance and rendering
opinions on various legal matters, (viii) purchasing, (ix) printing, forms
management, distribution, mailings and bulk handling, (x) human resource and
employee relations services, including payroll processing, employee benefit plan
design and administration, compensation design and administration, and
recruiting of personnel other than agents, (xi) reinsurance administration
services, and (xii) other corporate services including but not limited to
escheat processing, property and casualty insurance evaluation and procurement,
office design services, lease negotiation, library, conference and travel, and
purchasing.
POLICYHOLDER SERVICE. Allstate, when requested by ILIC, shall
provide policyholder services including but not limited to activities involving
personal contact or communication with a policyholder or beneficiary, activities
relating to policy loan applications and payments, surrender requests including
computation of benefits payable, policy conversions, beneficiary changes, policy
changes, requests for general information, preparation and mailing of
disbursements, preparation and mailing of periodic reports and statements,
dividend computations, premium payments, policy lapses, expires, nonforfeitures,
reinstatements, consumer complaints and other related policyholder services.
In addition, when requested by ILIC, Allstate shall provide advice on
unique or complex policyholder services issues with respect to insurance
products transacted by ILIC.
COLLECTION SERVICES. With regard to the collection of
premiums, deposits and other remittances from policyholders (including payments
of principal or interest on contract loans) and from any collection facility,
including intermediaries and other persons or institutions that receive
remittances with respect to the business of ILIC, ILIC shall either perform
these services on its own behalf or shall establish a lock-box bank arrangement
in its name for the deposit of amounts collected. If a lock-box arrangement is
used, ILIC employees or officers shall direct the disbursement of funds from the
lock-box arrangement.
UNDERWRITING AND ISSUE SUPPORT. Allstate, when requested by
ILIC, shall provide underwriting functions and services including, but not
limited to, product design, preparation and filing of prospectuses, compliance,
issuance of quotes and proposals, review of applications for policies and advice
with respect to underwriting, review of rates, advice regarding issuance of
policies, coverage booklets and amendments, advice with respect to agent
compensation and other related services.
With respect to any underwriting services that are provided to ILIC by
Allstate pursuant to this Agreement, it is understood that: (i) Allstate shall
provide such services in accordance with the underwriting guidelines and
procedures of ILIC; and (ii) ILIC shall retain all final underwriting authority.
CLAIMS ASSISTANCE. Allstate, when requested by ILIC, shall
assist ILIC by processing, examining and investigating claims. In addition, when
requested by ILIC, Allstate shall provide advice to ILIC concerning ILIC's
claims. It is understood that: (i) Allstate shall provide such services in
accordance with the claims guidelines and procedures of ILIC; and (ii) ILIC
shall retain final approval authority for all claims. In performing claims
services for ILIC pursuant to this Agreement, Allstate shall obtain and maintain
all necessary licenses and permits required in order to comply with applicable
laws and regulations.
PUBLIC RELATIONS, ADVERTISING, SALES AND MARKETING PROMOTIONAL
SERVICES. Allstate, when requested by ILIC, shall provide marketing assistance
and services, including sales aids, rate guides, sales brochures, solicitation
materials and such other promotional materials, information, assistance and
advice as shall assist the sales, public relations and advertising efforts of
ILIC, as well as services in connection with and in support of broker and
distributor licensing and appointing, contracts and compensation. In addition,
when requested by ILIC, Allstate shall provide to ILIC advice with respect to
issues regarding public relations, advertising, sales and marketing. All
advertising, sales and marketing material utilized by or on behalf of ILIC shall
be subject to the prior approval of ILIC and ILIC shall maintain files of all
such material in accordance with New York Insurance Department Regulation 34 and
Regulation 34A.
CHARGES.
ILIC agrees to reimburse Allstate for services and facilities provided by
Allstate to ILIC pursuant to this Agreement. The charge to ILIC for such
services and facilities shall be at cost. Cost shall mean Allstate's actual
costs and expenses fairly attributable to this Agreement, and shall include
salaries and benefits, space rental and other overhead expenses, electricity,
heat, water, building maintenance services, furniture and other office
equipment, supplies and special equipment such as reference libraries,
electronic data processing equipment and the like.
Subject to New York Insurance Department Regulation 33, the
bases for determining such charges to ILIC shall be those used by Allstate for
internal cost distribution including, where appropriate, unit costs or time
records prepared at least annually for this purpose.
Cost analyses will be made at least annually by Allstate to
determine, as closely as possible, the actual cost of services rendered and
facilities made available to ILIC hereunder. Allstate shall forward to ILIC the
information developed by these analyses, and such information shall be used to
develop bases for the distribution of expenses which more currently reflect the
actual incidence of costs incurred by Allstate on behalf of ILIC.
PAYMENT.
Within thirty (30) days after the end of each calendar quarter, Allstate will
submit to ILIC, via an intercompany settlement process, a statement of the
charges due from ILIC to Allstate in the preceding calendar quarter, including
charges not included in any previous statements, and, unless such amount is
disputed by ILIC, any balance payable or to be refunded as shown in such
statement shall be paid or refunded within thirty (30) days following receipt of
such statement by ILIC.
If ILIC objects to any determination of the amount owed by
ILIC, it shall so advise Allstate within thirty (30) days of receipt of notice
of said determination. Unless the parties can reconcile any such objection, they
shall agree to the selection of a firm of independent certified public
accountants which shall determine the charges properly allocable to ILIC and
shall, within a reasonable time, submit such determination, together with the
basis therefor, in writing to Allstate and ILIC, whereupon such determination
shall be binding. The expenses of such a determination by a firm of independent
certified public accountants shall be borne equally by Allstate and ILIC.
STANDARD OF CARE.
The parties shall use that degree of ordinary care and reasonable diligence in
the performance of services hereunder that an experienced and qualified provider
of similar services under a similar services agreement would use acting in like
circumstances and familiar with such matters and in accordance with such
additional standards as may be adopted by ILIC from time to time and
communicated to Allstate, including industry standards and applicable laws.
Furthermore, the parties agree to maintain backup systems and contingency plans
to assure that work stoppages, fires, riots, equipment, utility or transmission
failures, shortage or damage, acts of God or other similar occurrences do not
jeopardize the integrity of the data maintained on behalf of the other party.
Each party warrants it will maintain such systems in conformity with corporate
and prudent business standards.
ACCOUNTING RECORDS AND DOCUMENTS; AUDIT.
Allstate shall be responsible for maintaining full and accurate accounts and
records of all services rendered and facilities used pursuant to this Agreement
in accordance with applicable laws and regulations, including, but not limited
to, New York Insurance Department Regulation 152, and such additional
information as ILIC may reasonably request for purposes of its internal
bookkeeping and accounting operations. Allstate shall keep copies of such
accounts and records insofar as they pertain to the computation of charges
hereunder available at its principal offices for audit, inspection and copying
(at ILIC's expense) by ILIC and persons authorized by it or any governmental
agency having jurisdiction over ILIC during all reasonable business hours and
ILIC shall maintain copies of such accounts and records at its home office in
New York.
With respect to accounting and statistical records prepared by
Allstate by reason of its performance under this Agreement, such records shall
be delivered to ILIC within thirty (30) days from the end of the month to which
the records pertain or otherwise kept available at the offices of ILIC pursuant
to New York Insurance Department Regulation 152 (11 NYCRR Part 243).
ILIC and persons authorized by it or any governmental agency
having jurisdiction over ILIC shall have the right, at ILIC's expense, to
conduct an audit of the relevant books, records and accounts of Allstate upon
giving reasonable notice of its intent to conduct such an audit. In the event of
such audit, Allstate shall give to the party requesting the audit reasonable
cooperation and access to all books, records and accounts necessary to audit.
RECORDS AND DOCUMENTS.
All books, records, and files established and maintained by Allstate by reason
of its performance under this Agreement which, absent this Agreement, would have
been held by ILIC, shall: (i) be deemed the property of ILIC; (ii) be maintained
in accordance with applicable law and regulation, including, but not limited to,
Regulation 152 and (iii) be subject to examination at all times by ILIC and
persons authorized by it or any governmental agency having jurisdiction over
ILIC.
With respect to documents which would otherwise be held by
ILIC and which may be obtained by Allstate in performing under this Agreement,
Allstate shall deliver such documents to ILIC within thirty (30) days of their
receipt by Allstate or otherwise kept available at the offices of the ILIC
pursuant to Regulation 152, except where continued custody of such original
documents is necessary to perform hereunder. Allstate shall, at Allstate's
expense, deliver to ILIC within 48 hours any and all documents requested by ILIC
or by any governmental agency having jurisdiction over ILIC.
RIGHT TO CONTRACT WITH THIRD PARTIES.
Nothing herein shall be deemed to grant Allstate an exclusive right to provide
services to ILIC, and ILIC retains the right to contract with any third party,
affiliated or unaffiliated, for the performance of services or for the use of
facilities as are available to or have been requested by ILIC pursuant to this
Agreement.
CONTACT PERSON(S).
ILIC and Allstate each shall appoint one or more individuals who shall serve as
contact person(s) for the purpose of carrying out this Agreement. Such contact
person(s) shall be authorized to act on behalf of their respective parties as to
the matters pertaining to this Agreement. Effective upon execution of this
Agreement, the initial contact person(s) shall be those set forth in Appendix A.
Each party shall notify the other, in writing, as to the name, address and
telephone number of any replacement for any such designated contact person.
TERMINATION.
This Agreement shall remain in effect until terminated by either Allstate or
ILIC upon giving thirty (30) days or more advance written notice, provided that
if on the date of termination ILIC is an affiliate of Allstate, ILIC shall have
the right to elect to continue to receive data processing services and/or to
continue to utilize data processing facilities and related software so long as
it remains an affiliate of Allstate, not to exceed one year from the date of
such notice. Upon termination, Allstate shall promptly deliver to ILIC all books
and records that are, or are deemed by this Agreement to be, the property of
ILIC.
Application software and all copies thereof developed by
Allstate for ILIC's use shall become, and that developed by ILIC and provided to
Allstate for ILIC's exclusive use shall remain, the property of ILIC in
perpetuity. To the extent allowed by applicable law, ILIC shall have the same
rights as Allstate in any other software or copies thereof obtained by Allstate
under license from third party vendors. ILIC may purchase other software or
copies thereof from third party vendors for its exclusive use on Allstate's
equipment if ILIC so desires. Allstate agrees that any software or copies
thereof purchased by ILIC and used by Allstate in connection with this Agreement
shall remain the property of ILIC.
SETTLEMENT ON COMPLETE TERMINATION. No later than thirty (30) days after the
effective date of termination of this Agreement, Allstate shall deliver to ILIC
a detailed written statement for all charges incurred and not included in any
previous statement to the effective date of termination. The amount owed or to
be refunded hereunder shall be due and payable within thirty (30) days of
receipt of such statement.
ASSIGNMENT.
This Agreement and any rights pursuant hereto shall not be assignable by either
party hereto, except as set forth herein or by operation of law. Except as and
to the extent specifically provided in this Agreement, nothing in this
Agreement, expressed or implied, is intended to confer on any person other than
the parties hereto, or their respective legal successors, any rights, remedies,
obligations or liabilities, or to relieve any person other than the parties
hereto, or their respective legal successors, from any obligations or
liabilities that would otherwise be applicable. The representations, warranties,
covenants and agreements contained in this Agreement shall be binding upon,
extend to and inure to the benefit of the parties hereto, their, and each of
their, successors and assigns, respectively.
GOVERNING LAW.
This Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York applicable to contracts made and
to be performed in that State without regard to principles of conflict of laws.
ARBITRATION.
Any unresolved dispute or difference between the parties arising out of or
relating to this Agreement, or the breach thereof, shall be settled by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association and the Expedited Procedures thereof. The award rendered
by the arbitrator shall be final and binding upon the parties, and judgment upon
the award may be entered in any Court having jurisdiction thereof. The
arbitration shall take place in New York, New York.
INDEMNIFICATION.
ILIC and Allstate agree to hold each other harmless and to indemnify each other
against any and all extra-contractual liability and any related loss, damage,
expense, costs, cause of action, demand, penalty, fine or claim (including cost
of litigation or administrative proceeding and counsel fees) arising out of or
related to any of the services provided hereunder to the extent the same are
caused by the act or failure to act of the indemnifying party.
NOTICE.
All notices, statements or requests provided for hereunder shall be deemed to
have been duly given when delivered by hand to an officer of the other party, or
when deposited with the U.S. Postal Service, as first class certified or
registered mail, postage prepaid, overnight courier service, telex or
telecopier, addressed:
If to Allstate, to:
Allstate Life Insurance Company
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a concurrent copy to:
Allstate Insurance Company
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
A. If to ILIC, to:
Intramerica Life Insurance Company
c/o Charter National Life Insurance Company
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Attention: Sales ▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other persons or places as each party may from time to time designate
by written notice sent as aforesaid.
ENTIRE AGREEMENT.
This Agreement, together with such amendments as may from time to time be
executed in writing by the parties, constitutes the entire agreement and
understanding between the parties in respect of the transactions contemplated
hereby.
SECTION HEADINGS.
Section headings contained herein are for reference purposes only and shall not
affect the meaning or interpretation of this Agreement.
COUNTERPARTS.
This Agreement may be executed in separate counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed in duplicate by their respective officers duly authorized to do so,
as of the date and year first above written.
ALLSTATE INSURANCE COMPANY
By:
Name:
Title:
INTRAMERICA LIFE INSURANCE COMPANY
By:
Name:
Title:
APPENDIX A
CONTACT PERSON(S) FOR ALLSTATE:
Allstate Life Insurance Company
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a concurrent copy to:
Allstate Insurance Company
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
CONTACT PERSON(S) FOR ILIC:
Intramerica Life Insurance Company
c/o Charter National Life Insurance Company
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Attention: Sales ▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
8(h) Form of Investment Advisory Agreement between Intramerica Life
Insurance Company and Allstate Insurance Company
INVESTMENT ADVISORY AGREEMENT
This Investment Advisory Agreement (this "Agreement") is made as of the 1st
day of July, 1999 ("Effective Date"), by and between Allstate Insurance Company,
an Illinois insurance company ("Allstate") and Intramerica Life Insurance
Company, a New York insurance company ("ILIC").
WHEREAS, ILIC is an indirect subsidiary of Allstate; and
WHEREAS, Allstate has extensive experience in the management of portfolios
of insurance companies; and
WHEREAS, Allstate and ILIC desire to contract for the rendering of
investment advisory services and advice by Allstate to ILIC with respect to the
investment portfolio maintained by ILIC, subject to the terms and conditions
hereinafter set forth; and
WHEREAS, Allstate and ILIC contemplate that such an arrangement will
achieve certain operating economies and improve services to the benefit of
Allstate, ILIC, and ILIC's insureds; and
WHEREAS, Allstate and ILIC wish to assure that all charges for services
incurred hereunder are reasonable; and
WHEREAS, Allstate and ILIC wish to identify the services to be rendered to
ILIC by Allstate and to provide a formula for determining the charges to be made
to ILIC;
NOW, THEREFORE, in consideration of the premises and of the mutual promises
set forth herein, and intending to be legally bound hereby, Allstate and ILIC
agree as follows.
APPOINTMENT. ILIC hereby appoints Allstate as the investment advisor and
manager of its investment assets (the "Account") and grants Allstate the power
and authority to advise, manage, and direct the investment and reinvestment of
the assets of the Account for the period and on the terms and conditions set
forth in this Agreement, subject to the supervision of the Board of Directors of
ILIC (the "Board"). Such activities shall be conducted subject to and in
accordance with the investment objectives, restrictions, and strategies set
forth in Exhibit A attached hereto, in investment objectives that are not
inconsistent with Exhibit A that are adopted by the Board, and in accordance
with such other limitations and guidelines that are not inconsistent with
Exhibit A as may be established from time to time for the Account by the Board
(such investment objectives, restrictions, strategies, limitations, and
guidelines herein referred to collectively as the "Investment Guidelines").
Allstate hereby accepts such responsibility and agrees during such period to
render the services and to assume the obligations herein set forth.
ALLSTATE AS AGENT. ILIC shall retain responsibility, authority and control
with respect to the management and investment of the Account and shall supervise
the activities of Allstate with respect to the Account. Subject to the foregoing
and to the Investment Guidelines, Allstate shall, for purposes of this
Agreement, be granted and exercise full investment discretion and authority in
buying, selling or otherwise disposing of or managing the investment of the
assets held in the Account and in the performance of the services rendered
hereunder, and shall do so as ILIC's agent only. ILIC hereby authorizes Allstate
to exercise all such powers with respect to the assets of the Account as may be
necessary or appropriate for the performance by Allstate of its obligations
under this Agreement, subject to the supervision of the Board and the
limitations contained herein. All investments made by Allstate on behalf of ILIC
shall be in those classes of investments prescribed by Section 1405 of the New
York Insurance Law or as otherwise permitted ILIC by law; provided, however,
that nothing contained herein shall authorize Allstate to purchase or dispose of
on ILIC's behalf without ILIC's prior written approval any mortgages or any
interest in real property.
INVESTMENT ADVISORY SERVICES. In furtherance of the foregoing, and in
carrying out its obligations to manage the investment and reinvestment of the
assets in the Account, Allstate shall, as appropriate and consistent with the
Investment Guidelines:
(a) perform research and obtain and evaluate such
information relating to the economics, industries,
businesses, markets and new investment structures,
techniques, practices, and financial data as Allstate deems
appropriate in its discharge of its duties under this
Agreement;
(b) consult with and furnish to the Board recommendations
with respect to overall investment strategies for the
Account;
(c) seek out and implement specific investment
opportunities, consistent with such overall investment
strategies approved by the Board, including making and
carrying out day-to-day decisions to acquire or dispose of
permissible investments, managing the investment of the
assets of the Account, and providing or obtaining such
services as may be necessary in managing, acquiring or
disposing of investments;
(d) regularly report to the Board with respect to the
implementation of investment strategies and any other
activities in connection with management of the Account's
assets, including furnishing to the Board, within 15 days
after the end of each quarter, a summary of investment
activity during the quarter, and a schedule of investments
and other assets of the Account as of the end of the
quarter;
(e) maintain all required accounts, records, memoranda,
instructions or authorizations relating to the acquisition
or disposition of investments for the Account;
(f) determine the securities to be purchased or sold by the
Account and place orders either directly with the issuer,
with any broker-dealer or underwriter that specializes in
the securities for which the order is made, or with any
other broker or dealer that Allstate selects; and
(g) perform the services hereunder in a manner consistent
with investment objectives and policies of ILIC as detailed
in the Investment Guidelines, as amended from time to time,
and in compliance with the provisions of the New York
Insurance Law, as amended.
ALLOCATION OF BROKERAGE. Allstate is authorized in its sole discretion to
select the brokers or dealers that will execute the purchases and sales of
securities for the Account. In making such selection, Allstate shall use its
best efforts to obtain for the Account the most favorable net price and
execution available taking into account all appropriate factors, including
price, dealer spread or commission, if any, and size and difficulty of the
transaction.
If, in the judgment of Allstate, ILIC should be benefitted by supplemental
investment research, Allstate is authorized, but not obligated, to select
brokers or dealers on the basis of research information, materials, or service
furnished by them to Allstate to use in supplementing Allstate's own information
and in making investment decisions for the Account. The expenses of Allstate and
the charges to ILIC may not necessarily be reduced as a result of receipt of
such supplemental information. Subject to the above requirements, nothing shall
prohibit Allstate from selecting brokers or dealers with which it or ILIC are
affiliated.
SERVICE TO OTHER CLIENTS. ILIC acknowledges that Allstate may perform
services for clients other than ILIC which are similar to the services to be
performed pursuant to this Agreement, and that Allstate is free to do so
provided that its services pursuant to this Agreement are not in any way
impaired. ILIC agrees that Allstate may provide investment advice to any of its
other clients that may differ from advice given to ILIC, or take action with
respect to assets owned by it or its other clients that may differ from the
action taken with respect to the Account and/or assets held therein, so long as
Allstate, to the extent reasonable and practicable, allocates investment
opportunities to the Account on a fair and equitable basis relative to
Allstate's other clients. It is understood that Allstate shall have no
obligation to purchase or sell, or to recommend for purchase or sale for the
Account, any security, which Allstate, its affiliates, employees or agents may
purchase or sell for its or their own accounts or for the account of any other
client, if, in the opinion of Allstate, such transaction or investment appears
unsuitable, impractical or undesirable for the Account. It is agreed that
Allstate may use any supplemental investment research obtained for the benefit
of ILIC in providing investment advice to its other clients or its own accounts.
Conversely, such supplemental information obtained by the placement of business
for Allstate or other entities advised by Allstate will be considered by and may
be useful to Allstate in carrying out its obligations to ILIC.
ALLOCATION OF TRADES. It is acknowledged that securities held by ILIC may
also be held by separate investment accounts or other funds for which Allstate
may act as a manager or by Allstate or its other affiliates. If purchases or
sales of securities for ILIC or other entities for which Allstate or its
affiliates act as investment manager arise for consideration at or about the
same time, ILIC agrees that Allstate may make transactions in such securities,
insofar as feasible, for the respective entities in a manner deemed equitable to
all. To the extent that transactions on behalf of more than one client of
Allstate during the same period may increase the demand for securities being
purchased or the supply of securities being sold, ILIC recognizes that there may
be an adverse effect on price.
It is agreed that, on occasions when Allstate deems the purchase or sale of
a security to be in the best interests of ILIC as well as other accounts or
companies, it may, to the extent permitted by applicable laws and regulations,
but will not be obligated to, aggregate the securities to be so sold or
purchased for ILIC with those to be sold or purchased for other accounts or
companies in order to obtain favorable execution and lower brokerage
commissions. In that event, allocation of the securities purchased or sold, as
well as the expenses incurred in the transaction, will be made by Allstate in
the manner it considers to be most equitable and consistent with its obligations
to ILIC and to such other accounts or companies. ILIC recognizes that in some
cases this procedure may adversely affect the size of the position obtainable
for ILIC.
CONTRACTS; AUTHORIZED SIGNATORIES. Allstate shall have the full power,
right and authority, as ILIC's agent, in accordance with this Agreement and the
Investment Guidelines, to negotiate, apply for, enter into, execute, deliver,
amend, modify and/or terminate legal documents of every kind and nature relating
to or required by the investment of the assets of the Account. All such
documents may be entered into in ILIC's name or in Allstate's name (as agent for
ILIC), as Allstate shall determine, and all such documents shall be legally
binding on ILIC. Those certain employees and officers of Allstate who are
authorized to execute transactions and sign documentation pursuant to the
Policies and Procedures and Investment guidelines adopted by the Investment
Committee of Allstate, as they may be amended from time to time, shall also be
authorized to the same extent to execute transactions and sign documentation on
behalf of ILIC and/or Allstate in connection with transactions entered into on
behalf of the assets of the Account pursuant to this Agreement.
COMPLIANCE WITH LEGAL REQUIREMENTS. Allstate shall make all reasonable
efforts to comply with and cause to be complied with all applicable laws, rules,
and regulations of the State of New York, and any federal, state or municipal
authority governing this Agreement, the services rendered hereunder, the Account
and the assets held therein. Without limiting the foregoing, Allstate shall
comply with all securities laws and other laws applicable to the services
provided under this Agreement.
TRANSACTION PROCEDURES. The assets of the Account are or will be held in
custody in the State of New York by the bank custodian(s) appointed by ILIC from
time to time. Allstate shall not act as custodian for the assets of the Account
and shall not under any circumstances have or be deemed to have ownership,
custody or physical control of any of the assets of the Account. Allstate may,
however, issue instructions to, and communicate with, the bank custodian for the
Account as may be necessary and appropriate in connection with provision of its
services pursuant to this Agreement. At the option of Allstate, instructions by
Allstate to the bank custodian may be made orally or by computer, electronic
instruction systems or telecommunications terminals. Allstate will confirm that
the bank custodian has effected such instructions either by access to the bank's
computerized identification system or by telephonic confirmation. The bank
custodian will confirm with Allstate receipt of trade instructions orally or by
computer for the Account. Allstate will instruct all brokers, dealers and
counterparties executing orders on behalf of the assets of the Account to
forward to Allstate and ILIC copies of all confirmations. In the event Allstate
receives and collects monies for the account of ILIC, Allstate will not
commingle such monies with its own, but will deposit such monies in an
appropriate ILIC account.
STANDARD OF PERFORMANCE. Allstate shall discharge its duties hereunder at
all times in good faith and with that degree of prudence, diligence, care and
skill which a prudent person rendering services as an institutional investment
manager and adviser would exercise under similar circumstances. The provisions
of this Agreement shall not be interpreted to imply any obligation on the part
of Allstate to observe any standard of care other than as set forth in this
Section 10.
RECORDKEEPING. Allstate shall keep and maintain an accurate and detailed
accounting of each transaction concerning the assets of the Account and of all
receipts, disbursements, and other transactions relating to the purchase and
sale transactions arising hereunder. All such records shall be kept in
accordance with applicable laws and regulations, including, but not limited to,
New York Insurance Department Regulation 152. Allstate acknowledges that all
such records shall be the property of ILIC and shall be made available, within
five (5) business days of a written request, to ILIC, its accountants, auditors
or other representatives of ILIC for inspection and/or copying (at ILIC's
expense) during regular business hours. In addition, Allstate will provide any
materials, reasonably related to the investment advisory services provided
hereunder, as may be reasonably requested in writing by the directors or
officers of ILIC or as may be required by any governmental agency with
jurisdiction thereunder.
Allstate further agrees to prepare and furnish to ILIC and to other persons
designated by ILIC, at such regular intervals and other times as may be
specified by ILIC from time to time (a) such balance sheets, income and expense
statements and other financial statements and reports, and (b) such other
statements, reports and information, in each case regarding the assets of the
Account as ILIC shall from time to time reasonably direct.
In the event ofI termination for any reason, all such records shall be
returned promptly to ILIC, free from any claim or retention of rights by
Allstate.
LIABILITY OF ALLSTATE. In the absence of Allstate's willful or negligent
misconduct (or the willful or negligent misconduct of its officers, directors,
agents, employees, controlling persons, shareholders, and any other person or
entity affiliated with Allstate or retained by it to perform or assist in the
performance of its obligations under this Agreement), neither Allstate nor any
of its officers, directors, employees or agents shall be subject to liability to
ILIC for any act or omission in the course of, or connected with, rendering
services hereunder.
INDEPENDENT CONTRACTOR. Allstate shall for all purposes be deemed to be an
independent contractor. Allstate shall have no power or authority to bind ILIC
or to assume or create an obligation or responsibility, express or implied, on
behalf of ILIC, nor shall it represent to anyone that it has such power or
authority, except as expressly provided in this Agreement. Nothing in this
Agreement shall be deemed to create a partnership between or among the parties,
whether for purposes of taxation or otherwise.
CAPACITY OF PERSONNEL AND STATUS OF FACILITIES. Whenever Allstate utilizes
its personnel to perform services for ILIC pursuant to this Agreement, such
personnel shall at all times remain employees of Allstate subject solely to its
direction and control, and Allstate shall alone retain full liability to such
employees for their welfare, salaries, fringe benefits, legally required
employer contributions, and tax obligations. No facility of Allstate used in
performing services for ILIC shall be deemed to be transferred, assigned,
conveyed, or leased by performance or use pursuant to this Agreement.
FEES. ILIC agrees to reimburse Allstate for services provided by Allstate
to ILIC pursuant to this Agreement. The charge to ILIC for such services shall
be at cost. Cost shall mean Allstate's actual costs and expenses fairly
attributable to this Agreement.
Subject to New York Insurance Department Regulation 33, the bases for
determining such charges to ILIC shall be those used by Allstate for internal
cost distribution including, where appropriate, time records prepared at least
annually for this purpose.
Cost analyses will be made at least annually by Allstate to determine, as
closely as possible, the actual cost of services rendered to ILIC hereunder.
Allstate shall forward to ILIC the information developed by these analyses, and
such information shall be used to develop bases for distribution of expenses
which more currently reflect the actual incidence of costs incurred by Allstate
on behalf of ILIC.
The fees provided for in this Section 15 are exclusive of any fees charged
or to be charged by any custodian under a separate custody agreement. ILIC
agrees that Allstate may direct custodians of the Account to make direct payment
of fees due hereunder.
PAYMENT. Within thirty (30) days after the end of each month, Allstate
shall submit to ILIC, via an intercompany settlement process, a statement of the
amount owed by ILIC for services pursuant to this Agreement in that month, and,
unless such amount is disputed by ILIC, ILIC shall pay to Allstate within thirty
(30) days following receipt of such statement the amount set forth in the
statement.
If ILIC objects to any determination of the amount owed by ILIC, it shall
so advise Allstate within thirty (30) days of receipt of notice of said
determination. Unless the parties can reconcile any such objection, they shall
agree to the selection of a firm of independent certified public accountants
which shall determine the charges properly allocable to ILIC and shall, within a
reasonable time, submit such determination together with the basis therefor, in
writing to Allstate and ILIC, whereupon such determination shall be binding. The
expenses of such a determination by a firm of independent certified public
accountants shall be borne equally by Allstate and ILIC.
CONTACT PERSON(S). ILIC and Allstate each shall appoint one or more
individuals who shall serve as contact person(s) for the purpose of carrying out
this Agreement. Such contact person(s) shall be authorized to act on behalf of
their respective parties as to the matters pertaining to this Agreement.
Effective upon execution of this Agreement, the initial contact person(s) shall
be those set forth in Appendix A. Each party shall notify the other, in writing,
as to the name, address, and telephone number of any replacement for any such
designated contact person.
TERMINATION. This Agreement shall remain in effect until terminated by
either Allstate or ILIC upon giving thirty (30) days or more advance written
notice. Upon termination, Allstate shall promptly deliver to ILIC all books and
records that are, or are deemed by this Agreement to be, the property of ILIC.
SETTLEMENT ON TERMINATION. No later than thirty (30) days after the
effective date of termination of this Agreement, Allstate shall deliver to ILIC
a detailed written statement for all fees due and not included in any previous
statement to the effective date of termination. The amount owed shall be due and
payable within thirty (30) days of receipt of such statement.
ASSIGNMENT. This Agreement and any rights pursuant hereto shall not be
assignable by either party hereto without the prior written consent of the other
party, except as set forth herein or by operation of law. Except as and to the
extent specifically provided in this Agreement, nothing in this Agreement,
expressed or implied, is intended to confer on any person other than the parties
hereto, or their respective legal successors, any rights, remedies, obligations,
or liabilities, or to relieve any person other than the parties hereto, or their
respective legal successors, from any obligations or liabilities that would
otherwise be applicable. The representations, warranties, covenants, and
agreements contained in this Agreement shall be binding upon, extend to and
inure to the benefit of the parties hereto, their, and each of their, successors
and assigns, respectively.
GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of New York
applicable to contracts made and to be performed in that State without regard to
principles of conflict of laws.
CONFIDENTIALITY. ILIC agrees to give Allstate any information in its
possession which ILIC deems relevant to the suitability of the investment
strategy implemented by Allstate, including information on ILIC's liabilities,
whether this information becomes known before or after the adoption of the
strategy. Allstate shall keep any information it obtains about ILIC's business
or investment objectives and results in confidence.
ARBITRATION. An unresolved dispute or difference between the parties
arising out of or relating to this Agreement, or the breach thereof, shall be
settled by arbitration in accordance with the Commercial Arbitration Rules of
the American Arbitration Association and the Expedited Procedures thereof. The
award rendered by the arbitrator shall be final and binding upon the parties,
and judgment upon the award may be entered in any court having jurisdiction
thereof. The arbitration shall take place in New York, New York.
NOTICE. All notices, statements, or requests provided for hereunder shall
be deemed to have been duly given when delivered by hand to an officer of the
other party, or when deposited with the U.S. Postal Service, as first class
certified or registered mail, postage prepaid, overnight courier service, telex
or telecopier, addressed (a) If to Allstate, to:
Allstate Insurance Company
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Investment Law (Suite G5A)
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with concurrent copy to:
Allstate Insurance Company
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Investment Department (Suite G3A)
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(a) If to ILIC, to:
Intramerica Life Insurance Company
c/o Charter National Life Insurance Company
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Sales ▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other persons or places as each party may from time to time designate
by written notice sent as aforesaid.
ENTIRE AGREEMENT. This Agreement, together with such amendments as may from
time to time be executed in writing by the parties, constitutes the entire
agreement and understanding between the parties in respect of the transactions
contemplated hereby.
SECTION HEADINGS. Section headings contained herein are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.
COUNTERPARTS. This Agreement may be executed in separate counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
in duplicate by their respective officers duly authorized to do so, as of the
date and year first above written.
ALLSTATE INSURANCE COMPANY
BY
Name:
Title:
INTRAMERICA LIFE INSURANCE COMPANY
BY
Name:
Title:
EXHIBIT A
INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS
Allstate will have full discretion to invest and reinvest the funds made
available to it for that purpose by ILIC as follows:
Investment Objectives
ILIC's investment objective is to obtain as high a level of current interest
income as is consistent, in the view of Allstate, with preservation of
investment capital. There are market risks inherent in all investments in
securities, and there can be no assurance that Allstate will achieve this
objective. The primary objective of preserving capital will preclude realization
of the highest available income yields.
Investment Policies
Allstate will seek to achieve the above-stated objective by investing in a
diversified portfolio of securities. In selecting securities for this portfolio,
Allstate will seek the highest available yields consistent with the rating
standards and other policies stated herein.
Portfolio securities will be selected pursuant to the following fundamental
investment policies:
CASH BALANCES. Cash balances occurring pending permanent investment
will be invested in high grade, corporate commercial paper. The
corporate paper must have the highest rating by one or more of the
nationally recognized rating organizations. Other acceptable short-term
investments include U.S. Treasury bills and notes, certificates of
deposit, time deposits, bankers acceptances and money market funds.
CORPORATE BONDS. The purchases of corporate bonds will include bonds,
notes, debentures and other evidences of indebtedness issued, assumed
or guaranteed by a corporation incorporated under the laws of the
United States of America, of any state, district or territorial
possession thereof or of the Dominion of Canada or any province
thereof; provided that the bonds are rated class 1 or 2 by the
Securities Valuation Office ("SVO") of the National Association of
Insurance Commissioners ("NAIC").
GOVERNMENT OBLIGATIONS. The purchase of government obligations will
include bonds, notes, bills and other evidences of indebtedness issued,
assumed or guaranteed by the U.S. Government, its agencies or
instrumentalities or of any state or municipality thereof or of the
Dominion of Canada or any province thereof; provided the bonds are
rated class 1 or 2 by the SVO of the NAIC. MORTGAGE-BACKED SECURITIES.
The purchase of mortgage-backed securities will include obligations
issued by:
The Government National Mortgage Association (GNMA) The
Federal National Mortgage Association (FNMA) The Federal Home
Loan Mortgage Corporation (FHLMC) FHA and VA insured or
guaranteed loans, or any other government guaranteed loans.
EQUITY SECURITIES. Equity securities are defined to include preferred
stocks, mutual funds shares or common stocks which are traded on a
national stock exchange, provided that the preferred stocks are rated
class 1 or 2 by the SVO of the NAIC.
Investment Restrictions
In the course of its investment management activity for ILIC, Allstate MAY NOT
engage in or execute transactions in any of the following:
Borrow money for any purpose on behalf of ILIC. Pledge, mortgage or
hypothecate the assets of ILIC.
Purchase the securities of any non-government issuer if, as a result,
more than 10% of the total assets of the portfolio would be invested in
the securities of the issuer.
Invest more than 25% of the portfolio, measured at the time of
investment, in a single industry. For the purpose of this restriction,
mortgage-backed securities do not constitute an industry.
Enter into any investment which would violate the New York Insurance
Law.
Purchase or sell investments, other than portfolio investments listed
in policies 1 through 5 under Investment Policies above, without the
prior written approval of ILIC.
Appendix A
CONTACT PERSON(S) FOR ALLSTATE:
(a) If to Allstate, to:
Allstate Insurance Company
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Investment Law (Suite G5A)
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with concurrent copy to:
Allstate Insurance Company
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Investment Department (Suite G3A)
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
CONTACT PERSON(S) FOR ILIC:
Intramerica Life Insurance Company
c/o Charter National Life Insurance Company
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Sales ▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
8(i) Form of Expense Allocation Agreement between Intramerica Life
Insurance Company and Allstate Life Insurance Company of New York
-1-
EXPENSE ALLOCATION AGREEMENT
Agreement entered into as of the 1st day of July, 1999, by and between Allstate
Life Insurance Company of New York ("Allstate"), a New York insurance company
and Intramerica Life Insurance Company ("ILIC"), a New York insurance company.
WHEREAS, Allstate is an affiliate of ILIC; and
WHEREAS, Allstate has agreed to provide and make available to ILIC the
services of its clerical personnel and also office space and use of equipment;
NOW, THEREFORE, it is agreed by and between the parties as follows:
Allstate agrees to provide and make available to ILIC the use of such office
equipment as Allstate possesses from time to time at the offices referred to
below, in connection with the business operations of ILIC. Allstate shall also
provide to ILIC the use of an undivided portion of Allstate's office space,
currently located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇. In addition,
Allstate shall provide clerical services to ILIC. The services of clerical
personnel, equipment and office space to be provided to ILIC by Allstate under
this Agreement shall be provided in a professional manner.
Whenever Allstate provides its personnel to perform services for ILIC
pursuant to this Agreement, such personnel shall at all times remain employees
of Allstate subject solely to its direction and control, and Allstate shall
alone retain full liability to such employees for their welfare, salaries,
fringe benefits, legally required employer contributions and tax obligations. No
facility of Allstate used in performing services for or subject to use by ILIC
shall be deemed to be transferred, assigned, conveyed or leased by performance
or use pursuant to this Agreement.
Allstate, pursuant to New York Insurance Department Regulation 33
("Regulation 33"), shall determine and allocate to ILIC the costs and expenses
of providing the equipment and office space. Such costs and expenses shall be
allocated based upon the allocation of the costs of personnel in accordance with
paragraph 4 below.
For as long as this Agreement remains in effect, any and all services of
personnel which are made available by Allstate to ILIC shall, in accordance with
Regulation 33, be provided at cost. Cost shall mean Allstate's actual costs and
expenses fairly attributable to this Agreement, and shall include salaries and
benefits, space rental and other overhead expenses, electricity, heat, water,
building maintenance services, furniture and other office equipment, supplies
and special equipment such as reference libraries, electronic data processing
equipment and the like.
Cost analyses will be made at least annually by Allstate to determine, as
closely as possible, the actual costs and expenses fairly attributable to ILIC
hereunder. Allstate shall forward to ILIC the information developed by these
analyses, and such information shall be used to develop bases for the
distribution of expenses which more currently reflect the actual incidence of
costs incurred by Allstate on behalf of ILIC. The separate books, accounts and
records of each party to this Agreement shall be so maintained as to clearly and
accurately disclose the nature and details of each transaction undertaken,
including such accounting information as is necessary to support the
reasonableness of the cost reimbursement charges made hereunder.
Allstate shall make such allocations to ILIC, as required and shall ▇▇▇▇
▇▇▇▇ for the allocated costs and expenses on a quarterly basis, within 30 days
after the last day of each quarter. Unless such amount is disputed by ILIC, ILIC
shall pay Allstate within thirty (30) days following receipt of such statement
the amount set forth in the statement.
If ILIC objects to any determination of the amount owed by ILIC, it shall
so advise Allstate within thirty (30) days of receipt of notice of said
determination. Unless the parties can reconcile any such objection, they shall
agree to the selection of a firm of independent certified public accountants
which shall determine the charges properly allocable to ILIC and shall, within a
reasonable time, submit such determination, together with the basis therefor, in
writing to Allstate and ILIC, whereupon such determination shall be binding. The
expenses of such a determination by a firm of independent certified public
accountants shall be borne equally by Allstate and ILIC.
Allstate and ILIC agree that each of them may at any time demand and
receive copies of any and all documents, materials, papers, books and records of
any kind, pertaining to the allocation of personnel, office space and equipment
expenses to their respective operations. All such documents, materials, papers,
books and records will be maintained in accordance with New York Insurance
Department Regulation 152, made available to either party hereto for inspection
during all reasonable business hours and be maintained to clearly and accurately
reflect the charges under this Agreement. If any regulatory body shall request
any records or data of any kind relating to either of the parties under this
Agreement, the parties agree that such records or data shall be made available
forthwith.
Any controversy or claim arising out of or relating to this Agreement or
the breach thereof, shall be settled by arbitration in New York City in
accordance with the rules of the American Arbitration Association then in effect
and judgment upon the award rendered may be entered in the highest court of the
forum, state or federal, having jurisdiction.
This Agreement shall remain in effect unless and until terminated by either
party giving at least 30 days prior written notice mailed to the other party by
certified or registered mail, return receipt requested. No later than thirty
(30) days after the effective date of termination of this Agreement, Allstate
shall deliver to ILIC a detailed written statement for all charges incurred and
not included in any previous statement to the effective date of termination. The
amount owed or to be refunded hereunder shall be due and payable within thirty
(30) days of receipt of such statement.
This Agreement may not be assigned by either party without the prior
written consent of the other party
Any amendment or modification of this Agreement shall be in writing, signed
by both parties.
ILIC and Allstate each shall appoint one or more individuals who shall
serve as contact person(s) for the purpose of carrying out this Agreement. Such
contact person(s) shall be authorized to act on behalf of their respective
parties as to the matters pertaining to this Agreement. Effective upon execution
of this Agreement, the initial contact person(s) shall be those set forth in
Appendix A. Each party shall notify the other, in writing, as to the name,
address and telephone number of any replacement for any such designated contact
person.
All notices, statements or requests provided for hereunder shall be deemed
to have been duly given when delivered by hand to an officer of the other party,
or when deposited with the U.S. Postal Service, as first class certified or
registered mail, postage prepaid, overnight courier service, telex or
telecopier, addressed:
a. If to Allstate, to:
Allstate Life Insurance Company of New York
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Attention: Chief Administrative Officer
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Phone: (▇▇▇) ▇▇▇-▇▇▇▇
b. If to ILIC, to:
Intramerica Life Insurance Company
c/o Charter National Life Insurance Company
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Attention: Sales ▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other persons or places as each party may from time to time designate
by written notice sent as aforesaid.
This Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York applicable to
contracts made and to be performed in that State without regard to principles of
conflict of laws.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date first written above.
ALLSTATE LIFE INSURANCE COMPANY
OF NEW YORK
By:
Name:
Title:
INTRAMERICA LIFE INSURANCE COMPANY
By:
Name:
Title:
APPENDIX A
CONTACT PERSON(S) FOR ALLSTATE:
Allstate Life Insurance Company of New York
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Attention: Chief Administrative Officer
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
CONTACT PERSON(S) FOR ILIC:
Intramerica Life Insurance Company
c/o Charter National Life Insurance Company
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Attention: Sales ▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇