EXHIBIT (8) (c)
GENERAL ADMINISTRATIVE SERVICES AGREEMENT
This General Administrative Services Agreement ("Agreement") is
entered into by and between the following Parties:
Ameritas Holding Company ("AHC")
Acacia Life Insurance Company ("Acacia")
Ameritas Life Insurance Corp. ("Ameritas")
The Union Central Life Insurance Company ("Union Central")
Ameritas Investment Advisors, Inc. ("AIA")
Ameritas Investment Corp. ("AIC")
Ameritas Variable Life Insurance Company ("AVLIC")
Carillon Investments, Inc. ("Carillon")
Carillon Marketing Agency, Inc. ("Carillon Marketing")
Pathmark Administrators, Inc. ("Pathmark")
PRBA, Inc. ("PRBA")
Summit Investment Partners, Inc. ("Summit")
Summit Investment Partners, LLC ("Summit LLC")
Union Central Mortgage Funding, Inc. ("UC Mortgage")
(collectively, the "Parties").
WHEREAS, AHC is a Nebraska stock insurance holding company, Acacia is
a District of Columbia life insurance company, Ameritas is a Nebraska life
insurance company, Union Central is an Ohio life insurance company, AIA is a
Nebraska corporation registered as an investment adviser with the Securities
and Exchange Commission ("SEC"), AIC is a Nebraska corporation registered as an
investment adviser with the SEC and a broker-dealer member of the National
Association of Securities Dealers ("NASD"), AVLIC is a Nebraska life insurance
company, Carillon is an Ohio corporation registered as an investment adviser
with the SEC and a broker-dealer member of the NASD, Carillon Marketing is a
Delaware corporation licensed and operating as a corporate insurance agency,
Pathmark is a Nebraska corporation licensed and operating as a corporate
insurance agency and a third party administrator, PRBA is a California
corporation licensed and operating as a third party administrator, Summit is an
Ohio corporation registered as an investment adviser with the SEC, Summit LLC
is an Ohio limited liability company registered as an investment adviser with
the SEC, and UC Mortgage is an Ohio corporation;
WHEREAS, the Parties are affiliated companies subject to the control
of Ameritas Holding Company and considered to be within the UNIFI Mutual
Holding Company system;
WHEREAS, the Parties are all qualified, competent and experienced in
providing administrative services in connection with their respective
businesses, including but not limited to the business of insurance; and
WHEREAS, the Parties desire to enter into an agreement to have Acacia,
Ameritas and Union Central provide them with administrative support services
and to arrange for other administrative support services to be provided by and
among the various Parties as necessary and appropriate from time to time.
I. PURPOSE OF THIS AGREEMENT AND EFFECTIVE DATE
This Agreement is an administrative services agreement that succeeds
all existing administrative service agreements between any of the Parties to
this Agreement, whether two-party or multiple party agreements without necessity
of further formal action. Subject to approvals by any required internal
governing authority and the respective state insurance regulatory bodies of the
Parties, this Agreement shall be effective January 1, 2006.
II. STANDARDS FOR TRANSACTIONS
This Agreement and the transactions pursuant to this Agreement shall be
subject to the standards set forth in the Insurance Holding Company Acts of the
respective jurisdictions. Such standards shall include but not be limited to the
requirements that:
A. The terms shall be fair and reasonable;
B. Charges or fees for services performed shall be reasonable;
C. Expenses incurred and payment received shall be allocated to the
Parties in conformity with customary insurance accounting practices
consistently applied; and
D. The books, accounts, and records for each Party to all such
transactions shall be so maintained as to clearly and accurately
disclose the nature and details of the transactions, including such
accounting information as is necessary to support the reasonableness
of the charges or fees to the respective Parties.
III. SERVICES TO BE PROVIDED BY ACACIA, AMERITAS AND UNION CENTRAL
Acacia, Ameritas and/or Union Central shall perform necessary and
appropriate duties agreed to by the Parties, which include, but are not limited
to the following:
A. Provide certain administrative services, including policy
administration and other insurance operation support services, claims
administration, information management support and the development and
maintenance of software.
B. Provide all management, administrative, legal, accounting, information
technology, and other services, advice, and other accommodations
reasonably necessary to effectively and efficiently manage, operate,
and administer the business that is covered by this Agreement in a
manner consistent with good business practice. This shall include all
materials, supplies, and other sundry items reasonable necessary to
provide such services.
C. Keep accurate, full, and complete books and records showing assets and
liabilities, operations, transactions, and financial condition. All
financial statements shall be accurate in all material respects, shall
present fairly the respective financial positions and shall be
prepared in accordance with GAAP and/or STAT, as applicable. Except as
otherwise specifically provided, the Chief Executive Officer and/or
President of each Party receiving the services of Acacia, Ameritas or
Union Central shall determine the methods used in the preparation of
financial statements and tax returns. Each Party may have access and
inspect
its books and records at a reasonable time and on reasonable notice.
Acacia, Ameritas and Union Central shall make available to each Party
and any government agency having jurisdiction over such Party, such
information and financial statements at such times as shall be
required in connection with the preparation of registration
statements, current and periodic reports, audits or examinations,
proxy statements, and other documents required to be filed or produced
under federal or state laws and shall cooperate in the preparation and
examination of any such documents.
D. The specific duties and services shall from time to time be agreed
upon and appropriately documented by the Parties. Said services shall
be provided by Acacia at Acacia's home office located in Bethesda,
Maryland, by Ameritas at Ameritas' home office located in Lincoln,
Nebraska, and by Union Central at Union Central's home office located
in Cincinnati, Ohio, or such other place or places, as Acacia,
Ameritas or Union Central, respectively, shall determine is the most
efficient location for providing such services.
IV. SERVICES TO BE PROVIDED BY AHC AIA, AIC, AVLIC, CARILLON, CARILLON
MARKETING PATHMARK, PRBA, SUMMIT, SUMMIT LLC OR UC MORTGAGE TO ACACIA,
AMERITAS OR UNION CENTRAL OR TO EACH OTHER
AHC, AIA, AIC, AVLIC, Carillon, Carillon Marketing, Pathmark, PRBA,
Summit, Summit LLC, and UC Mortgage may from time to time provide administrative
services to Acacia, Ameritas, Union Central and/or to each other on occasion, as
necessary and appropriate, including, but not limited to third party
administrative services, policy administration and other insurance operation
support services, claims administration, development and maintenance of
software, investment advisory services, and any matters related thereto. The
specifics of such services shall from time to time be agreed upon and
appropriately documented by the Parties. In such event, all provisions of this
Agreement will apply and will be adhered to.
V. COMPENSATION AND COSTS
The standards set forth in Section II, above, are expressly applicable
to all matters pertaining to compensation and costs under this Agreement. Each
Party shall pay to the other Party the fair and reasonable charge or fee for
such services, which shall be based upon actual costs allocated on pertinent and
applicable units of activities, including but not limited to policies issued,
policies in force, policies underwritten, and other applicable and documented
units of service and activity. The specifics shall from time to time be agreed
upon and appropriately documented by the Parties. One Party may pay consolidated
bills, which will be allocated to all applicable Parties. Any expenses incurred
and payment received shall be allocated in conformity with customary insurance
accounting practices consistently applied. Save and except for the costs of
services to be paid by the Parties to each other as agreed upon herein, each
Party shall pay all of its own respective personnel and other costs and expenses
of all types necessary or appropriate to render the management, administrative,
and other services, advice, and accommodations provided for by this Agreement.
More specifically, the legally responsible Party shall either pay directly or
reimburse as appropriate all of its own costs for the following:
A. Costs and expenses incurred in connection with the employment of
outside legal counsel for policyholder or customer litigation.
B. Out-of-pocket costs and expenses incurred in connection with the
independent audit of the financial statements and governmental
regulatory examinations.
C. Costs and expenses incurred in connection with extraordinary tax
accounting systems or other studies, functions or consultations
performed solely for and at the request of a Party by
independent, professional or consulting individuals or
organizations.
D. Fines and penalties, including interest assessed.
E. Federal taxes, state or other governmental subdivision taxes,
licenses, and fees and interest thereon.
VI. GENERAL PROVISIONS
A. RECORDS AND REPORTS: All forms, records, statements, reports
filed, and other data and information prepared, maintained or
collected by a Party on behalf of another Party in the
performance of this Agreement shall become the sole property of
such other Party and shall be delivered to such other Party upon
request in the form and format in which it is maintained;
provided, however, that if such request impedes a Party's ability
to perform its duties or obligations under this Agreement then to
the extent of such impediment, such Party shall be relieved of
such duty and obligation without reduction in fees to be paid by
such other Party. Each Party agrees to preserve for the period
prescribed by applicable regulatory authorities, the books and
records of the other Party maintained pursuant to this Agreement.
B. INSPECTION OF BOOKS AND RECORDS: Each Party shall keep proper
books and records relating to the services performed hereunder in
which full and correct entries and financial data will be
maintained in accordance with generally accepted accounting
practices. Each Party may at its option and at its expense
inspect the books and records of the other Party as they pertain
to this Agreement at the offices of such other Party in which
said books and records are maintained, during normal business
hours, for purposes related to such other Party's performance of
this Agreement. Such inspection and/or audit may be on a
continuous or periodic basis or both and may be conducted by
employees of each Party or an affiliate thereof or an independent
auditor retained by such person. Each Party shall also allow for
review of books and records by the appropriate governmental and
regulatory authorities.
C. CONFIDENTIALITY AND PRIVACY: Each Party agrees that it may
receive nonpublic personal information, whether financial
information or health information of the customers and/or
consumers of the other Party, and each Party agrees that it will
not further disseminate such information for any purposes not
arising from and necessary to the performance of its obligations
under this Agreement; that it will restrict access to such
information to those who are performing work under this Agreement
and take steps and measures to assure that such information
remains confidential; and will comply with the privacy and
security requirements of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, HIPAA, the
Fair Credit Reporting Act and all other applicable federal and
state laws and regulations respecting the privacy and security of
customer/consumer personal information to the extent applicable.
D. SAFEGUARDING DATA: All of the Parties will establish or will
cause reasonable safeguards to be established to protect against
the distribution, loss or alteration of any other Party's data
files and other records. Such safeguards shall be no less
rigorous than those each Party uses in protecting its own data
and as is necessary to comply with all applicable laws and
regulations and in accordance with insurance industry standards
and practices, including, but not limited to the
▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and HIPAA, as applicable.
E. ANTI-MONEY LAUNDERING REGULATIONS: All Parties to this Agreement
hereby agree to comply with all applicable laws and regulations
intended to prevent, detect, and report money laundering and
suspicious transactions and will take all necessary and
appropriate steps, consistent with applicable regulations and
generally accepted industry practices, to (1) obtain, verify, and
retain information with regard to investor and/or account owner
identification and source of funds, and (2) to maintain records
of all account transactions. Each Party to this Agreement also
agrees (to the extent consistent with applicable law) to take all
steps necessary and appropriate to provide requested information
about investors and/or accounts to any other Party that shall
request such information due to an inquiry or investigation by
any law enforcement, regulatory or administrative authority. To
the extent permitted by applicable law and/or regulation, each
Party shall notify all other Parties of any concerns that shall
arise in connection with any investor or account holder in the
context of relevant anti-money laundering
legislation/regulations. Each Party shall hold harmless all other
Parties to this Agreement for any actions that may arise for good
faith attempts to comply with all applicable laws, rules and/or
regulations of governmental agencies, law enforcement
organizations and/or Self Regulatory Organizations.
F. INDEMNIFICATION: Each Party agrees to indemnify and to hold the
other Party and its respective affiliates harmless from any and
all damages incurred by the other Party and/or any of its
respective affiliates as the result of or in connection with
claims by third parties in connection with the performance of
duties under this Agreement.
VII. DISPUTE RESOLUTION PROCEDURES
All differences between the Parties on which agreement cannot be
reached will be decided by binding arbitration. The arbitrators will interpret
this Agreement in accordance with usual business and insurance practices rather
than strict technicalities. Three arbitrators will decide any differences. The
arbitrators shall ' consider this Agreement to be an honorable undertaking. They
must be disinterested officers or retired offices of life insurance or
reinsurance companies and not officers of the Parties to the Agreement or their
affiliates. One of the arbitrators is to be appointed by each party to the
dispute and these two will select a third. In the event that either party should
fail to choose an arbitrator within thirty (30) days of the request by the other
party to do so, the requesting party may choose two arbitrators, who, in turn,
shall choose a third arbitrator. If the two are not able to agree on a third
within thirty (30) days following the appointment of the last two arbitrators,
each arbitrator shall name three nominees of whom each party shall decline two
and the decision between the remaining two nominees shall be made by drawing
lots. The arbitration, otherwise, shall be in accordance with the Commercial
Rules of the American Arbitration Association or its successors. However, this
Agreement shall be deemed binding upon the arbitrators for matters expressly
agreed to herein, except as otherwise provided in this Agreement. The
arbitrator's decision will be by majority vote, and no appeal will
be taken from it. The judgment rendered by the arbitrators may be entered in any
court of competent jurisdiction. Each party shall bear its own expense of the
umpire and of the arbitration. In the event that two arbitrators are chosen by
one party as above provided, the expense of the arbitrators, the umpire, and the
arbitrations will be equally divided between the parties. Arbitration
proceedings shall take place in Nebraska, or such other place as may be mutually
agreed upon by the parties.
VIII. TERM OF AGREEMENT
This Agreement shall remain in full force and effect for a period of
one (I) year from the Effective Date and shall be automatically renewed for
successive one (1) year terms unless a Party provides the other Parties with one
hundred eighty (180) days advance written notice. However, each Party 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 from the
date of termination of this Agreement for 180 days in accordance with the terms
and conditions of this Agreement. Termination of this Agreement by any one Party
shall not affect the continuance or enforceability as among the remaining
Parties.
IX MISCELLANEOUS
A. ENTIRE AGREEMENT: This Agreement contains the entire
understanding of the parties hereto and supersedes all prior
agreements of the parties with respect to the subject matter
contained herein.
B. AMENDMENTS; This Agreement shall not be amended, changed,
modified, terminated or discharged in whole or in part, and no
notice requirements set forth herein shall be waived or modified,
except by an instrument in writing duly executed by all Parties.
C. BINDING AGREEMENT: This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective
successors and assigns.
D. SEVERABLE PROVISIONS: If any provision of this Agreement shall be
found to be unenforceable by any administrative agency or court
of competent jurisdiction, such findings shall not affect the
remaining provisions of this Agreement and all other provisions
herein shall remain in full force and effect.
E. GOVERNING LAW: This Agreement shall be interpreted and enforced
in accordance with the laws of Nebraska.
The Parties hereto have caused this Agreement to be executed by the following
authorized individuals for the purposes expressed herein.
AMERITAS HOLDING COMPANY
By: /S/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Chairman
ACACIA LIFE INSURANCE COMPANY
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By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, President
AMERITAS LIFE INSURANCE CORP.
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
THE UNION CENTRAL LIFE INSURANCE COMPANY
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
AMERITAS INVESTMENT ADVISORS, INC.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
AMERITAS INVESTMENT CORP.
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Gear
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-Gear, President
AMERITAS VARIABLE LIFE INSURANCE COMPANY
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
CARILLON INVESTMENTS, INC.
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Gear
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-Gear, President
CARILLON MARKETING AGENCY, INC.
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
PATHMARK ADMINISTRATORS, INC.
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
PRBA, INC.
By: /S/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
SUMMIT INVESTMENT PARTNERS, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, President
SUMMIT INVESTMENT PARTNERS, LLC
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, Manager
UNION CENTRAL MORTGAGE FUNDING, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, President