EX-99-(I)(1)
INVESTMENT ACCOUNTING AGREEMENT
THIS AGREEMENT is made effective the 10th day of January, 2003, by and
between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the
laws of the commonwealth of Massachusetts, having its principal office and place
of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("STATE
STREET"), and NORTHSTAR LIFE INSURANCE COMPANY ("INSURANCE COMPANY"), a
corporation having its principal office and place of business at University
Corporate Centre at Amherst, Xxxxx 000, 000 Xxxxxxxxx Xxxxxxx, Xxxxxxx, Xxx
Xxxx, 00000, with respect to the accounts listed on Schedule A hereto, (each an
"ACCOUNT"), which may include Insurance Company's General Account and one or
more Separate Accounts, as it may be amended from time to time.
WITNESSETH:
WHEREAS, Insurance Company desires to appoint State Street as its agent
to perform certain investment accounting and recordkeeping functions for the
investment securities, other non-cash investment properties, and monies (the
"ASSETS") in each Account; and
WHEREAS, State Street is willing to accept such appointment on the
terms and conditions hereinafter set forth;
NOW THEREFORE, for and in consideration of the mutual promises
contained herein, the parties hereto, intending to be legally bound, mutually
covenant and agree as follows:
SECTION 1 APPOINTMENT OF AGENT. Insurance Company hereby appoints State Street
as its agent to perform certain investment accounting and recordkeeping
functions for each Account and to value the Assets associated with each Account,
as set forth more fully on Schedule B hereto.
SECTION 2 REPRESENTATIONS AND WARRANTIES
SECTION 2.1 INSURANCE COMPANY REPRESENTATIONS AND WARRANTIES. Insurance
Company hereby represents, warrants and acknowledges to State Street:
1) That it is a corporation duly organized and existing and in
good standing under the laws of its state of organization; and
2) That it has the requisite power and authority under the
Articles of Incorporation, Bylaws, or other governing
documents of Insurance Company ("GOVERNING DOCUMENTS"), and
applicable law to enter into this Agreement; it has taken all
requisite action necessary to appoint State Street as
investment accounting and recordkeeping agent; this Agreement
has been duly executed and delivered by Insurance Company; and
this Agreement constitutes a legal, valid and binding
obligation of Insurance Company, enforceable in accordance
with its terms.
SECTION 2.2 STATE STREET REPRESENTATIONS AND WARRANTIES. State Street
hereby represents, warrants and acknowledges to Insurance Company:
1) That it is a trust company duly organized and existing and in
good standing under the laws of the Commonwealth of
Massachusetts; and
2) That it has the requisite power and authority under applicable
law, its charter and its bylaws to enter into and perform this
Agreement; this Agreement has been duly executed and delivered
by State Street; and this Agreement constitutes a legal, valid
and binding obligation of State Street, enforceable in
accordance with its terms.
SECTION 3 DUTIES AND RESPONSIBILITIES OF THE PARTIES
SECTION 3.1 DELIVERY OF ACCOUNTS AND RECORDS. Insurance Company will
turn over or cause to be turned over to State Street all accounts and records
needed by State Street to perform its duties and responsibilities hereunder
fully and properly. State Street shall assist Insurance Company in determining
the types of accounts and records needed by State Street to perform its duties
and obligations hereunder. State Street may rely conclusively on the
completeness and correctness of such accounts and records.
SECTION 3.2 ACCOUNTS AND RECORDS. State Street will prepare and
maintain, under the direction of and as interpreted by Insurance Company,
Insurance Company's accountants and/or other advisors, in complete, accurate and
current form such accounts and records as agreed upon by the parties and
specified on Schedule B. Insurance Company will advise State Street in writing
of all applicable record retention requirements, other than those set forth in
the Investment Company Act of 1940, as amended, and the rules and regulations
from time to time adopted thereunder (the "1940 ACT"). State Street will
preserve such accounts and records during the term of this Agreement in the
manner and for the periods prescribed in the 1940 Act or for such longer period
as agreed upon by the parties. Insurance Company will furnish, in writing or its
electronic or digital equivalent, accurate and timely information needed by
State Street to complete such accounts and records when such information is not
readily available from generally accepted securities industry services or
publications.
SECTION 3.3 ACCOUNTS AND RECORDS PROPERTY OF INSURANCE COMPANY. State
Street acknowledges that all of the accounts and records maintained by State
Street pursuant hereto are the property of Insurance Company, and will be made
available to Insurance Company for inspection or reproduction within a
reasonable period of time, upon demand. State Street will assist Insurance
Company's independent auditors, or upon the prior written approval of Insurance
Company, or upon demand, any regulatory body, in any requested review of
Insurance Company's accounts and records but Insurance Company will reimburse
State Street for all expenses and employee time invested in any such review
outside of routine and normal periodic reviews. Upon receipt from Insurance
Company of the necessary information or Proper Instructions, State Street will
supply information from the books and records it maintains for Insurance Company
that Insurance Company may reasonably request for tax returns, questionnaires,
periodic reports to shareholders and such other reports and information requests
as Insurance Company and State Street may agree upon from time to time. At
Insurance Company's expense at an hourly rate per State Street employee as
agreed in the fee schedule referenced in Section 6 below, State Street will also
provide reasonable assistance to
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Insurance Company's oversight personnel, and reasonable access to State
Street's offices by such personnel, for the purpose of auditing State Street's
performance of its duties hereunder, including the systems, disclosure controls
and procedures implemented by State Street, but only as they relate to Insurance
Company.
SECTION 3.4 ADOPTION OF PROCEDURES. State Street and Insurance Company
may from time to time adopt such procedures as they agree upon, and State Street
may conclusively assume that no procedure approved or directed by Insurance
Company, Insurance Company's accountants or other advisors conflicts with or
violates any requirements of the governing documents, prospectus, any applicable
law, rule or regulation, or any order, decree or agreement by which Insurance
Company or an Account may be bound. Insurance Company will be responsible for
notifying State Street of any changes in statutes, regulations, rules,
requirements or Insurance Company policies which may impact State Street
responsibilities or procedures under this Agreement.
SECTION 3.5 VALUATION OF ASSETS. State Street will value the Assets in
accordance with Insurance Company's Proper Instructions utilizing the
information sources designated by Insurance Company ("PRICING Sources") from
time to time on a Price Source and Methodology Authorization Matrix in the form
attached as Schedule C.
SECTION 3.6 TRAINING. After execution of this Agreement, State Street
shall provide initial training to Insurance Company's oversight personnel, at
State Street's expense with regard to the person(s) providing such training, on
the use of State Street's systems necessary to assist Insurance Company to view
its accounting records maintained by State Street. Such training shall be
provided at Insurance Company's offices or such other location as the parties
may agree. After execution of this Agreement and prior to its termination, upon
request from Insurance Company, State Street shall also provide a list of State
Street's internal training classes for State Street's employees relating to
investment accounting and industry knowledge, and shall provide reasonable
access to such classes by Insurance Company's oversight personnel. State Street
reserves the right to limit the number of Insurance Company personnel who may
enroll in any such class, and to prohibit participation by Insurance Company
personnel if their enrollment would bar participation by State Street employees.
Insurance Company shall bear all expenses related to the participation of
Insurance Company personnel in such classes.
SECTION 3.8 MAINTENANCE OF EQUIPMENT, PROCEDURES AND PROGRAMS. State
Street agrees that it will maintain:
1) Computer and other equipment necessary or appropriate to carry
out its obligations under this Agreement;
2) Commercially reasonable procedures and systems to safeguard
from loss or damage attributable to fire, theft or any other
cause the records and other data of the Insurance Company; and
3) A commercially reasonable business continuation program and
disaster recovery plan.
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SECTION 4 PROPER INSTRUCTIONS. "PROPER INSTRUCTIONS" means a writing signed or
initialed by one or more of such persons as Insurance Company shall have from
time to time authorized. Each such writing shall set forth the specific
transaction or type of transaction involved, including a specific statement of
the purpose for which such action is requested. Oral instructions will be
considered Proper Instructions if State Street reasonably believes them to have
been given by a person authorized to give such instructions with respect to the
transaction involved. Insurance Company shall cause all oral instructions to be
confirmed in writing. Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices, provided that
Insurance Company and State Street agree to security procedures. Insurance
Company will deliver to State Street, on or prior to the date hereof and
thereafter from time to time as changes therein are necessary, Proper
Instructions naming one or more designated representatives to give Proper
Instructions in the name and on behalf of Insurance Company, which Proper
Instructions may be received and accepted by State Street as conclusive evidence
of the authority of any designated representative to act for Insurance Company
and may be considered to be in full force and effect until receipt by State
Street of notice to the contrary. Unless such Proper Instructions delegating
authority to any person to give Proper Instructions specifically limit such
authority to specific matters or require that the approval of anyone else will
first have been obtained, State Street will be under no obligation to inquire
into the right of such person, acting alone, to give any Proper Instructions
whatsoever. If Insurance Company fails to provide State Street any such Proper
Instructions naming designated representatives, any instructions received by
State Street from a person reasonably believed to be an appropriate
representative of Insurance Company will constitute valid Proper Instructions
hereunder. The term "designated representative" may include Insurance Company's
employees and agents, including investment managers and their employees.
Insurance Company will provide upon State Street's request a certificate signed
by an officer or designated representative of Insurance Company, as conclusive
proof of any fact or matter required to be ascertained from Insurance Company
hereunder. Insurance Company will also provide State Street Proper Instructions
with respect to any matter concerning this Agreement requested by State Street.
If State Street reasonably believes that it could not prudently act according to
the Proper Instructions, or the instruction or advice of Insurance Company's
accountants or counsel, it may in its discretion, with notice to Insurance
Company, refrain from acting in accordance therewith.
SECTION 5 INDEMNIFICATION AND LIMITATION OF LIABILITY.
SECTION 5.1 LIMITATION OF LIABILITY OF STATE STREET. State Street is
not responsible or liable for, and Insurance Company will indemnify and hold
State Street harmless from and against, any and all costs, expenses, losses,
damages, charges, reasonable counsel fees (including disbursements), payments
and liabilities which may be asserted against or incurred by State Street or for
which State Street may be held to be liable, arising out of or attributable to:
1) State Street's action or inaction pursuant hereto; provided
that State Street's action or inaction was not the result of
its negligence or willful misconduct;
2) State Street's payment of money as requested by Insurance
Company, or the taking of any action that might make it or its
nominee liable for payment of monies or in any other way;
provided, however, that nothing herein obligates State Street
to take any such action or expend its own monies except in its
sole discretion;
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3) State Street's action or inaction hereunder in accordance with
any Proper Instruction, advice, notice, request, consent,
certificate or other instrument or paper reasonably appearing
to it to be genuine and to have been properly executed,
including any Proper Instructions, communications, data or
other information received by State Street by means of the
Systems, as defined in the Remote Access Services Addendum, or
any electronic system of communication;
4) State Street's action or inaction in good faith reliance on
the advice or opinion of counsel with respect to questions or
matters of law, which advice or opinion may be obtained by
State Street from counsel for Insurance Company at the expense
of Insurance Company, or from counsel for State Street at the
expense of State Street, or on the Proper Instruction, advice
or statements of any officer or employee of Insurance Company,
or Insurance Company's accountants or other authorized
individuals;
5) Any error, omission, inaccuracy or other deficiency in the
Insurance Company's accounts and records or other information
provided to State Street by or on behalf of Insurance Company,
including the accuracy of the prices quoted by the Pricing
Sources, or the information supplied by Insurance Company to
value the Assets, or the failure of Insurance Company to
provide, or provide in a timely manner, any accounts, records,
or information needed by State Street to perform its duties
hereunder;
6) Insurance Company's refusal or failure to comply with the
terms hereof (including without limitation Insurance Company's
failure to pay or reimburse State Street under Section 5
hereof if, after final adjudication, Insurance Company is
found liable to State Street), Insurance Company's negligence
or willful misconduct, or the failure of any representation or
warranty of Insurance Company hereunder to be and remain true
and correct in all respects at all times;
7) Loss occasioned by the acts, omissions, defaults or insolvency
of any broker, bank, trust company, securities system or any
other person with whom State Street may deal in connection
with the services provided under this Agreement.
Except to the extent Insurance Company's General Account may be subject to
liability arising from or relating to any Separate Account, any amounts payable
by Insurance Company hereunder shall be satisfied only against the relevant
Account's assets and not against the assets of any other Account.
SECTION 5.2 OTHER LIMITATIONS.
1) Neither party shall be liable to the other for consequential,
special or punitive damages.
0) Xxxxx Xxxxxx shall not be responsible or liable for the
failure or delay in performance of its obligations hereunder,
or those of any entity for which it is responsible hereunder,
arising out of or caused, directly or indirectly, by
circumstances beyond the affected entity's reasonable control,
including, without limitation: any
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interruption, loss or malfunction of any utility,
transportation, computer (hardware or software) or
communication service; inability to obtain labor, material,
equipment or transportation, or a delay in mails; governmental
or exchange action, statute, ordinance, rulings, regulations
or direction; war, strike, riot, emergency, civil disturbance,
terrorism, vandalism, explosions, labor disputes, freezes,
floods, fires, tornadoes, acts of God or public enemy,
revolutions, or insurrection.
SECTION 6 COMPENSATION. In consideration for its services hereunder, Insurance
Company will pay to State Street the compensation set forth in the separate fee
schedule described on Schedule D attached hereto, to be agreed to by Insurance
Company and State Street from time to time, and, upon demand, reimbursement for
State Street's cash disbursements and reasonable out-of-pocket costs and
expenses, incurred by State Street in connection with the performance of
services hereunder.
XXXXXXX 0 XXXX XXX XXXXXXXXXXX.
SECTION 7.1 TERM. This Agreement shall remain in full force and effect
for an initial term of three (3) years, and thereafter may be renewed for two
successive one (1) year terms upon consent by both parties. Thereafter, this
Agreement shall automatically continue in full force and effect for subsequent
one (1) year terms unless either party terminates this Agreement.
SECTION 7.2 TERMINATION. This Agreement may be terminated without
penalty in accordance with the following:
1) Either party may terminate this Agreement at the end of the
initial term or any subsequent term by providing written
notice of termination to the other party at least one hundred
eighty (180) days' prior to the end of such term.
Notwithstanding the preceding sentence, State Street agrees
that it will not terminate this agreement at the end of the
initial term solely due to economic considerations relating to
the fee schedule agreed to by the parties.
2) In addition, either party may terminate this Agreement at any
time if any of the following events occur:
a) In the case of a material breach of any obligation
under this Agreement by the other party. The
non-breaching party shall give written notice to the
breaching party specifying the nature of the breach.
If the breaching party fails to cure such breach
within ninety (90) days after its receipt of written
notice, or if such breach cannot be cured within
ninety (90) days with reasonable efforts then within
a reasonable time after receipt of such notice
(provided, however, that the defaulting party
promptly commences and diligently pursues efforts to
cure), the non-breaching party shall have the right
to terminate this Agreement by written notice to the
breaching party specifying the date of termination,
which shall be not less than ninety (90) days
thereafter; or
b) In the case of four (4) material breaches of any
obligation or obligations under this Agreement by the
other party during any consecutive twelve-month
period, whether or not such breaches are cured as
contemplated in Section
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7.2(2)(a). The non-breaching party shall have the
right to terminate this Agreement within thirty (30)
days after the occurrence of the fourth material
breach by written notice to the breaching party
specifying the date of termination, which shall be
not less than sixty (60) days thereafter; or
c) The other party makes an assignment for the benefit
of creditors or admits in writing its inability to
pay its debts as they become due; or a trustee,
receiver or liquidator of such other party or of any
substantial part of its assets is appointed, and if
appointed in a proceeding brought against such other
party, such other party approves, consents to or
acquiesces in such appointment, or such trustee,
receiver or liquidator is not discharged within sixty
(60) days; or any proceedings are commenced by or
against such other party under any bankruptcy,
reorganization, dissolution, liquidation or
supervision law or statute of the United States
government or any state government; or
d) In the event Insurance Company or an Account is
liquidated or agrees to merge with another Insurance
Company or Account and will not be the surviving
entity. Insurance Company shall be entitled to
terminate this Agreement as to itself if Insurance
Company is the entity to be liquidated or merged, or
as to such Account if an Account is to be liquidated
or merged, upon one hundred eighty (180) days prior
written notice to State Street. Termination of this
Agreement with respect to any given Account shall in
no way affect the continued validity of this
Agreement with respect to any other Account.
e) Termination of the separate Administration Agreement
between State Street and Insurance Company. Unless
the parties agree otherwise, this Agreement shall
terminate automatically upon the date that such
Administration Agreement is terminated.
Neither party shall have any liability to the other party as a
result of a termination of this Agreement pursuant to clause
(a), (b), (c), (d) or (e) above or with respect to the
unexpired portion of the then-current term of this Agreement,
provided, however, that all rights, obligations and
liabilities arising or accruing under this Agreement prior to
the effective date of termination shall survive such
termination.
Upon termination hereof:
1) The Insurance Company will pay State Street its fees and
compensation due hereunder and its reimbursable disbursements,
costs and expenses paid or incurred to such date;
2) The Insurance Company will designate a successor (which may be
Insurance Company) by Proper Instruction to State Street; and
3) State Street will, upon payment of all sums due to State
Street from the Insurance Company hereunder or otherwise,
deliver all accounts and records and other
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properties of the Insurance Company to the successor, or, if
none, to the Insurance Company, at State Street's office.
Records maintained in electronic form on State Street's
systems shall be delivered in machine readable form.
In the event that accounts, records or other properties remain in the possession
of State Street after the date of termination hereof for any reason other than
State Street's failure to deliver the same, State Street is entitled to
compensation for storage thereof during such period, and shall be entitled to
destroy the same if not removed by the Insurance Company within thirty (30) days
after written demand.
SECTION 8 GENERAL
SECTION 8.1 INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with
the operation hereof, State Street and Insurance Company may from time to time
agree on such provisions interpretive of or in addition to the provisions hereof
as may in their joint opinion be consistent with the general tenor of this
Agreement. Any such interpretive or additional provisions shall be in a writing
signed by both parties and shall be annexed hereto, provided that no such
interpretive or additional provisions shall contravene any applicable federal or
state regulations or any provision of the governing documents. No interpretive
or additional provisions made as provided in the preceding sentence shall be
deemed to be an amendment of this Agreement.
SECTION 8.2 ADDITIONAL ACCOUNTS. In the event that Insurance Company
establishes one or more additional Accounts ("NEW ACCOUNT") with respect to
which it desires to have State Street render services under the terms hereof, it
shall so notify State Street in writing. Upon written acceptance by State
Street, such New Account shall become subject to the provisions of this
Agreement to the same extent as the existing Accounts, except to the extent that
such provisions (including those relating to the compensation and expenses
payable by the Insurance Company and its Accounts) may be modified with respect
to each additional New Account in writing by the Insurance Company and State
Street at the time of the addition of the New Account. State Street agrees that
it will accept additional New Accounts provided that (1) the types of securities
held by such New Accounts, and (2) the services to be provided by State Street
hereunder, are substantially the same as the types of securities and services
relating to the existing Accounts.
SECTION 8.3 MASSACHUSETTS LAW TO APPLY. This Agreement shall be
construed and the provisions thereof interpreted under and in accordance with
laws of The Commonwealth of Massachusetts.
SECTION 8.4 NOTICES. Any notice, instruction or other communication
authorized or required by this Agreement to be given to either party shall be in
writing and deemed to have been given when delivered in person or by confirmed
telecopy, or posted by certified mail, return receipt
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requested, to the following address (or such other address as a party may
specify by written notice to the other):
To Insurance Company:
NORTHSTAR LIFE INSURANCE COMPANY STATE STREET BANK AND TRUST COMPANY
University Corporate Centre at Amherst 000 Xxxxxxxxxxxx Xxxxxx
Xxxxx 000 Xxxxxx Xxxx, XX 00000
000 Xxxxxxxxx Xxxxxxx Attention: Senior Vice President, Insurance Services
Xxxxxxx, Xxx Xxxx 00000 Telephone: 000-000-0000
Attention: General Counsel Telecopy: 000-000-0000
Telephone: 000-000-0000
Telecopy: 000-000-0000
SECTION 8.5 REPRODUCTION OF DOCUMENTS. This Agreement and all
schedules, addenda, exhibits, attachments and amendments hereto may be
reproduced by any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties hereto all/each agree that
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.
SECTION 8.6 REMOTE ACCESS SERVICES ADDENDUM. State Street and Insurance
Company agree to be bound by the terms of the Remote Access Services Addendum
attached as Schedule E hereto.
SECTION 8.7 ASSIGNMENT. Except as otherwise set forth herein, this
Agreement may not be assigned by either party without the written consent of the
other, except that State Street may assign this Agreement to a successor of all
or a substantial portion of its business, or to a party controlling, controlled
by or under common control with State Street. State Street shall have the right
to delegate and sub-contract for the performance of any or all of its duties
hereunder, provided that State Street shall remain responsible for the
performance of such duties and all the terms and conditions hereof shall
continue to apply as though State Street performed such duties itself, and
further provided that State Street provides prior notice of such sub-contract to
Insurance Company.
SECTION 8.8 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, and all such
counterparts taken together shall constitute but one and the same Agreement.
SECTION 8.9 SEVERABILITY. If any provision in this Agreement is
determined to be invalid, illegal, in conflict with any law or otherwise
unenforceable, the remaining provisions hereof will be considered severable and
will not be affected thereby, and every remaining provision hereof will remain
in full force and effect and will remain enforceable to the fullest extent
permitted by applicable law.
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SECTION 8.10 EACH ACCOUNT A SEPARATE PARTY. Except to the extent
Insurance Company's General Account may be subject to liability arising from or
relating to any Separate Account, each Account will be regarded for all purposes
hereunder as a separate party apart from each other Account. Unless the context
otherwise requires, with respect to every transaction covered hereby, every
reference herein to Account is deemed to relate solely to the particular Account
to which such transaction relates. Under no circumstances will the rights,
obligations or remedies with respect to a particular Account constitute a right,
obligation or remedy applicable to any other Account. The use of this single
document to memorialize the separate agreement as to each Account is understood
to be for clerical convenience only and will not constitute any basis for
joining the Accounts for any reason.
SECTION 8.11 ENTIRE AGREEMENT. This Agreement and the attached
Schedules contain the entire understanding between the parties hereto with
respect to the subject matter hereof and supersede all previous representations,
warranties or commitments regarding the services to be performed hereunder
whether oral or in writing.
SECTION 8.12 WAIVER. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered
a waiver nor shall it deprive such party of the right thereafter to insist upon
strict adherence to that term or any term of this Agreement. Any waiver must be
in writing signed by the waiving party.
SECTION 8.13 AMENDMENT. This Agreement may be modified or amended from
time to time by mutual written agreement signed by the parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officers.
NORTHSTAR LIFE INSURANCE COMPANY STATE STREET BANK AND TRUST COMPANY
By: By:
-------------------------------- -----------------------------------
Name: Name:
------------------------------ ---------------------------------
Title: Title:
----------------------------- --------------------------------
SCHEDULE A
NAME OF GENERAL ACCOUNT OR SEPARATE ACCOUNTS
Northstar Life Variable Universal Life Account
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SCHEDULE B
SERVICES
NORTHSTAR PRODUCTS
FUND ACCOUNTING SERVICES PROVIDED BY VENDOR:
FUNCTION FREQUENCY
-------- ---------
PRICING
RECONCILE AND RESOLVE EVENING UNIT VALUES DAILY
PER AGREED UPON UNIT VALUE CALCULATION(S)
SEND UNIT VALUES TO ADMINISTRATION SYSTEMS DAILY
DETERMINE, CORRECT AND REPORT MATERIAL UNIT VALUE ERRORS MONTHLY
DETERMINE AND REPORT IMMATERIAL UNIT VALUE ERRORS MONTHLY
SHAREHOLDER/CONTRACT HOLDER ACCOUNTING
POST CONTRACT HOLDER ACTIVITY DAILY
RECONCILE SHAREHOLDER AND CONTRACT HOLDER ACTIVITY TO ACCOUNTING DAILY
SYSTEM(S)
TRADE WITH NON-PROPRIETARY FUND FAMILIES - SAME DAY AND NEXT DAY NAVS DAILY
PER TRADING AGREEMENTS
RECONCILE SEPARATE ACCOUNT SHARES WITH NON-PROPRIETARY FUND FAMILIES DAILY
RECONCILE SEPARATE ACCOUNT SHARES WITH PROPRIETARY FUNDS DAILY
EXPENSE ACCOUNTING
POST EXPENSES AND EXPENSE REIMBURSEMENTS PER AGREED UPON CALCULATIONS DAILY
PAYING AND POSTING OF EXPENSES AS INVOICES ARE
RECEIVED
RECONCILE EXPENSES MONTHLY
FINANCIAL AND TAX REPORTING
PREPARE SCHEDULE D - AT LEAST QUARTERLY QUARTERLY
PREPARE SCHEDULE D - ANNUALLY ANNUALLY
PROVIDE ACCOUNTING DATA REQUIRED BY NORTHSTAR TO COMPLETE MONTHLY, MONTHLY
QUARTERLY AND ANNUAL REPORTS FOR INTERNAL DEPARTMENTS
PROVIDE ACCOUNTING DATA REQUIRED BY NORTHSTAR TO COMPLETE THE SEPARATE ANNUALLY
ACCOUNT ANNUAL STATEMENT (GREEN BOOK)
NEW PRODUCT IMPLEMENTATION
SETUP NEW PRODUCTS ON SYSTEM AS REQUIRED
COMPLIANCE REPORTING
PROVIDE ACCOUNTING DATA REQUIRED BY NORTHSTAR TO COMPLETE COMPLIANCE DAILY
REPORTING
GENERAL
PROVIDE BUSINESS CONTINUATION INFORMATION AS REQUIRED
COMPLETE RECORD RETENTION AS AGREED UPON AS REQUIRED
PROVIDE ACCESS TO NORTHSTAR DATA AS REQUIRED
PROVIDE ALL DATA REQUESTED BY NORTHSTAR TO UPDATE INTERNAL DATA BASES AS REQUIRED
ACCOUNTING SERVICES COMPLETED BY NORTHSTAR:
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FUNCTION FREQUENCY
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SECURITIES ACCOUNTING
--------------------------------------------------------------------------------------------
WIRE MONEY PER VENDOR INSTRUCTIONS DAILY
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SCHEDULE C
PRICE SOURCE AND METHODOLOGY AUTHORIZATION MATRIX
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SCHEDULE D
FEE SCHEDULE
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SCHEDULE E
REMOTE ACCESS SERVICES ADDENDUM
To Investment Accounting Agreement by and between
State Street Bank and Trust Company and Northstar Life Insurance
Company,
dated January 10, 0000
Xxxxx Xxxxxx has developed proprietary accounting and other systems,
and has acquired licenses for other such systems, which it utilizes in
conjunction with the services we provide to you (the "Systems"). In this regard,
we maintain certain information in databases under our control and ownership
that we make available on a remote basis to our customers (the "Remote Access
Services").
The Services. This addendum shall govern use of all Systems that State
Street may from time to time agree to provide you, the Customer, and your
designated investment advisors, consultants or other third parties authorized by
State Street who agree to abide by the terms of this Addendum ("Authorized
Designees") in order to provide Remote Access Services for the purpose of
obtaining and analyzing reports and information.
Security Procedures. You agree to comply, and to cause your Authorized
Designees to comply, with remote access operating standards and procedures and
with user identification or other password control requirements and other
security procedures as may be issued from time to time by State Street for use
of the Systems and access to the Remote Access Services. You agree to advise
State Street immediately in the event that you learn or have reason to believe
that any person to whom you have given access to the Systems or the Remote
Access Services has violated or intends to violate the terms of this Addendum
and you will cooperate with State Street in seeking injunctive or other
equitable relief. You agree to discontinue use of the Systems and Remote Access
Services, if requested, for any security reasons cited by State Street.
Fees. Fees and charges (if any) for the use of the Systems and the
Remote Access Services and related payment terms shall be as set forth in the
fee schedule in effect from time to time between the parties (the "Fee
Schedule"). You shall be responsible for any tariffs, duties or taxes imposed or
levied by any government or governmental agency by reason of the transactions
contemplated by this Addendum, including, without limitation, federal, state and
local taxes, use, value added and personal property taxes (other than income,
franchise or similar taxes which may be imposed or assessed against State
Street). Any claimed exemption from such tariffs, duties or taxes shall be
supported by proper documentary evidence delivered to State Street.
Proprietary Information/Injunctive Relief. The Systems and Remote
Access Services and the databases, computer programs, screen formats, report
formats, interactive design techniques, formulae, processes, systems, software,
know-how, algorithms, programs, training aids, printed materials, methods,
books, records, files, documentation and other information made available to you
by State Street as part of the Remote Access Services and through the use of the
Systems and all copyrights, patents, trade secrets and other proprietary rights
of State Street and its relevant licensors related thereto are the exclusive,
valuable and confidential property of State Street and its relevant licensors,
as applicable (the "Proprietary Information").
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You agree on behalf of yourself and your Authorized Designees to keep
the Proprietary Information confidential and to limit access to your employees
and Authorized Designees (under a similar duty of confidentiality) who require
access to the Systems for the purposes intended. The foregoing shall not apply
to Proprietary Information in the public domain or required by law to be made
public.
You agree to use the Remote Access Services only in connection with the
proper purposes of this Addendum. You will not, and will cause your employees
and Authorized Designees not to, (i) permit any third party to use the Systems
or the Remote Access Services, (ii) sell, rent, license or otherwise use the
Systems or the Remote Access Services in the operation of a service bureau or
for any purpose other than as expressly authorized under this Addendum, (iii)
use the Systems or the Remote Access Services for any fund, trust or other
investment vehicle without the prior written consent of State Street, or (iv)
allow or cause any information transmitted from State Street's databases,
including data from third party sources, available through use of the Systems or
the Remote Access Services, to be redistributed or retransmitted for other than
use for or on behalf of yourself, as our Customer.
You agree that neither you nor your Authorized Designees will modify
the Systems in any way, enhance or otherwise create derivative works based upon
the Systems, nor will you or your Authorized Designees reverse engineer,
decompile or otherwise attempt to secure the source code for all or any part of
the Systems.
You acknowledge that the disclosure of any Proprietary Information, or
of any information which at law or equity ought to remain confidential, will
immediately give rise to continuing irreparable injury inadequately compensable
in damages at law, and that State Street and its licensor, if applicable, shall
be entitled to obtain immediate injunctive relief against the breach or
threatened breach of any of the foregoing undertakings, in addition to any other
legal remedies which may be available.
Limited Warranties. State Street represents and warrants that it has
the right to grant access to the Systems and to provide the Remote Access
Services contemplated herein. Because of the nature of computer information
technology, including but not limited to the use of the Internet, and the
necessity of relying upon third-party sources, and data and pricing information
obtained from third parties, the Systems and Remote Access Services are provided
"AS IS", and you and your Authorized Designees shall be solely responsible for
the investment decisions, results obtained, regulatory reports and statements
produced using the Remote Access Services. State Street and its relevant
licensors will not be liable to you or your Authorized Designees for any direct
or indirect, special, incidental, punitive or consequential damages arising out
of or in any way connected with the Systems or the Remote Access Services, nor
shall either party be responsible for delays or nonperformance under this
Addendum arising out of any cause or event beyond such party's control.
EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET FOR ITSELF
AND ITS RELEVANT LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING
THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
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Infringement. State Street will defend or, at our option, settle any
claim or action brought against you to the extent that it is based upon an
assertion that access to any proprietary System developed and owned by State
Street or use of the Remote Access Services through any such proprietary System
by you under this Addendum constitutes direct infringement of any United States
patent or copyright or misappropriation of a trade secret, provided that you
notify State Street promptly in writing of any such claim or proceeding and
cooperate with State Street in the defense of such claim or proceeding. Should
any such proprietary System or the Remote Access Services accessed thereby or
any part thereof become, or in State Street's opinion be likely to become, the
subject of a claim of infringement or the like under the patent or copyright or
trade secret laws of the United States, State Street shall have the right, at
State Street's sole option, to (i) procure for you the right to continue using
such System or Remote Access Services, (ii) replace or modify such System or
Remote Access Services so that the System or the Remote Access Services becomes
noninfringing, or (iii) terminate access to the Remote Access Services without
further obligation.
Termination. Either party may terminate access to the Remote Access
Services (i) for any reason by giving the other party at least one-hundred and
eighty (180) days' prior written notice in the case of notice of termination by
State Street to you or thirty (30) days' notice in the case of notice from you
to State Street of termination, or (ii) immediately for failure of the other
party to comply with any material term and condition of the Addendum by giving
the other party written notice of termination. In the event of termination, you
will return to State Street all Proprietary Information in your possession or in
the possession of your Authorized Designees. The foregoing provisions with
respect to confidentiality and infringement will survive termination for a
period of three (3) years.
Miscellaneous. Except as provided in the next sentence, this Addendum
constitutes our entire understanding with respect to access to the Systems and
the Remote Access Services. If any State Street custody, accounting or other
services agreement with you contains terms and conditions relating to computer
systems or data access, this Addendum shall constitute an amendment and
supplement to them, and in the event of any inconsistency the provisions
providing the greatest benefit to State Street shall control. This Addendum
cannot be modified or altered except in a writing duly executed by both of us
and shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts.
CONFIRMED AND AGREED:
NORTHSTAR LIFE INSURANCE COMPANY
By: ______________________________
Name: ______________________________
Title: ______________________________
Date: ______________________________
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