AMENDED AND RESTATED
AGREEMENT FOR SERVICES AND REIMBURSEMENT THEREFOR
This Agreement, dated the 18th of November, 1994, amends and restates the
Agreement for Services and Reimbursement Therefor, dated June 22, 1970, between
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA, a New York Corporation having
its principal place of business at 000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000 (hereinafter called "GUARDIAN") and THE GUARDIAN INSURANCE & ANNUITY
COMPANY, INC., a Delaware Corporation having its principal place of business at
000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter called "THE
SUBSIDIARY").
WHEREAS, THE SUBSIDIARY is an insurance company wholly owned by GUARDIAN,
and
WHEREAS, THE SUBSIDIARY was organized for the purpose among others of
distributing variable insurance and annuity products which are subject to the
regulation of the Securities and Exchange Commission and whose benefits are
dependent upon the performance of a portfolio of common stocks and other
investments, and
WHEREAS, the net profit or net loss of THE SUBSIDIARY will ultimately
belong to GUARDIAN as the sole owner of the stock;
NOW, THEREFORE, in consideration of the mutual advantages which will
accrue to each of the parties, it is hereby convenanted and agreed as follows:
1. THE SUBSIDIARY will develop and qualify its various products for sale
to the public through those members of the Guardian Field Force and others as
may become eligible to do so.
2. THE SUBSIDIARY will account for and administer its own activities as an
Insurance Company in accordance with the laws of the several states and the
federal laws and regulations of the Securities and Exchange Commission where
applicable.
3. THE SUBSIDIARY undertakes to follow standards set by GUARDIAN in its
operations.
4. As consideration for this Agreement and in connection with carrying out
the provisions hereof, GUARDIAN agrees to provide office space, furniture,
equipment, heat and light and clerical staff. It is further agreed that GUARDIAN
will pay salaries and provide pension benefits and other employee services
including health care
benefits on the same basis for THE SUBSIDIARY'S officers and staff as for
regular full-time GUARDIAN employees. In the case of those individuals not fully
occupied in work for THE SUBSIDIARY, the proportion of salaries and other costs
attributable to the individual which should be charged to THE SUBSIDIARY will be
determined by time analysis methods. The total of such costs incurred and paid
by GUARDIAN on behalf of THE SUBSIDIARY will be repaid by THE SUBSIDIARY to
GUARDIAN at quarterly intervals upon demand accompanied by a detailed statement
substantiating the amount claimed. Such costs will be allocated by GUARDIAN to
THE SUBSIDIARY using GUARDIAN's cost accounting system. Costs will be allocated
to THE SUBSIDIARY based upon services provided by various Departments of
GUARDIAN as determined by either the Department's supervising officer or manager
or through an allocation developed by GUARDIAN's Cost Accounting Department
utilizing asset information, head count or overhead information.
THE GUARDIAN INSURANCE & ANNUITY
COMPANY, INC.
/s/ Xxxxx X. Xxxx By /s/ Xxxx X. Xxxxx
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Witness
THE GUARDIAN LIFE INSURANCE
COMPANY OF AMERICA
/s/ Xxxxx X. Xxxx By /s/ Xxxxx X. Xxxxxxxxx
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Witness
