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ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ("Agreement") is made effective as of
the 11th day of August, 1995, by and between General American Life Insurance
Company, a Missouri life insurance company ("Parent") and Conning
Corporation, a Missouri corporation ("Subsidiary").
WITNESSETH
WHEREAS, Subsidiary is a majority-owned subsidiary of General American
Holding Company, a Missouri corporation, which is, in turn, a wholly-owned
subsidiary of Parent; and
WHEREAS, the parties hereto desire to set forth their agreement regarding
certain administrative matters with respect to Subsidiary.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties hereto, intending to be legally bound hereby,
covenant and agree as follows:
1. Subsidiary may engage the services of Parent's staff to handle the
following functions, among others, in accordance with the general directives
set forth by Subsidiary's Board of Directors and/or management, and subject
at all times to Subsidiary's right to change any decision or policy:
a. Investment advice, including investment
analysis and due diligence investigation.
b. Investor relations, including relations with
financial analysts.
c. Legal analysis of securities proposed for
purchase or sale.
d. General legal advice, including assistance with
contract preparation and review.
e. Accounting and payroll functions.
f. Actuarial analysis and studies.
g. Banking, check issue, and related services.
h. Statistical analysis and record keeping.
i. Preparation and publication, as appropriate,
of financial and other reports.
j. Advertising and sales promotion.
k. Periodic filings required by law.
l. Employment, employee benefit advice,
and discharge of personnel.
m. Stock issue, transfer, and registration.
n. Payment of dividends declared.
o. Billing, collection, and application of payments.
p. Management services.
q. Planning services.
r. Data processing and word processing services.
s. Internal auditing services.
t. Communications services.
u. Printing and purchasing services.
v. Receiving, supplies, and mail services.
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2. Nothing herein shall be deemed to require Parent to make exclusive use
of its employees and its owned or leased facilities in the performance of its
obligations under this Agreement, and Subsidiary retains the right to
contract with any third party, affiliated or unaffiliated, for the
performance of any services available to Subsidiary pursuant to this
Agreement. Nothing herein, however, shall be deemed to authorize Parent to
assign this Agreement.
3. There are no contractual limitations on Subsidiary's ability to perform
activities on its own behalf that Parent could otherwise perform, nor on
Subsidiary's ability to utilize the staff and resources of Parent, provided
Subsidiary pays for such utilization as herein provided. Subsidiary shall be
responsible for determining what functions it wants to be performed under
this Agreement and for notifying Parent.
4. Subsidiary will pay Parent for the cost of any services rendered to
Subsidiary. The cost will be calculated by Parent's cost accounting staff in
accordance with Parent's customary accounting practices consistently applied,
and billed to Subsidiary monthly. It is understood, however, that the
parties may elect at any time to amend the Agreement by appending a fee
schedule which shall be applicable to all or any part of the services
rendered to Subsidiary, as may be specified in such fee schedule; provided,
however, that charges or fees for services rendered under this Agreement
shall at all times be fair and reasonable, and the books, accounts, and
records of Parent and Subsidiary shall be maintained so as to clearly and
accurately disclose the precise nature and details of the transactions.
5. Subsidiary will be responsible for payment of all of its obligations to
third parties not provided for in this Agreement, including, but not limited
to, examination fees and other governmental expenses, taxes, management fees,
costs of trade associations and bureaus, equipment purchases, rent, and fees
for accounting, legal, and consulting services. Subsidiary shall be free to
engage Parent's services as a paying agent.
6. Subsidiary shall have custody of, responsibility for, and control of
all of its general corporate documents and records, and records of its
business.
7. Nothing in this Agreement shall give Parent the right to decide any
business issue on behalf of Subsidiary, it being understood that Subsidiary,
through its Board of Directors and/or management, shall have the right to
conduct an independent business.
8. Unless otherwise agreed, Parent will credit to Subsidiary within 30
days any sums which it collects on Subsidiary's behalf. Subsidiary will
remit to Parent any funds collected on its behalf or otherwise due it within
30 days of receipt or as otherwise agreed. In dealing with funds belonging
to any other party, each party hereto will act with due care.
9. Subsidiary shall have the right to hire and fire its own employees and
management or other consultants.
10. The Agreement may be amended by a written instrument signed on behalf
of each party by a duly authorized officer.
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11. This Agreement shall have an initial term of three years. Thereafter,
if neither party notifies the other that renegotiation or termination of the
Agreement is desired, the Agreement will be renewed until terminated as
provided herein. In the event Subsidiary notifies Parent of its intent to
terminate Parent's services, Parent shall cease to act under this Agreement
within 90 days of receipt of such notice. Parent may terminate this
Agreement upon 180 day's prior written notice to Subsidiary; provided that
Parent agrees not to terminate the Agreement during the initial three-year
term.
12. No party to this Agreement may assign its rights or responsibilities
under this Agreement without the prior written consent of the other party.
13. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Missouri.
14. This Agreement may be executed in multiple counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties to this Agreement have caused it to be
signed by their duly authorized officers as of the day and year written
above.
GENERAL AMERICAN LIFE INSURANCE COMPANY
By: /s/ Richard A. Liddy
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Name: Richard A. Liddy
Title: Chairman, President and Chief Executive Officer
CONNING CORPORATION
By: /s/ Leonard M. Rubenstein
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Name: Leonard M. Rubenstein
Title: Chairman and Chief Executive Officer
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