Exhibit (h.27)
SERVICE AGREEMENT
WITH
INVESTMENT ADVISER
THIS AGREEMENT, effective as of May 1, 2002 between ING Life Insurance and
Annuity Company (the "Adviser"), a Connecticut corporation, and Security Life of
Denver Insurance Company (the "Company"), a Colorado corporation, for the
provision of described administrative services by the Company in connection with
the sale of shares of ING Partners, Inc. (the "Fund") as described in the
Participation Agreement dated as of May 1, 2002, and as may be amended in the
future, between the Company, the Fund and the Adviser (the "Participation
Agreement").
In consideration of their mutual promises, the Adviser and the Company
agree as follows:
1. The Company agrees to provide the following services to the Adviser:
a. respond to inquiries from owners of, or participants in, the
Company's variable annuity or variable life contracts which use the
Funds as an investment vehicle ("Contractholders") regarding the
services performed by the Company that relate to the Funds;
b. provide information to Adviser and Contractholders with respect to
Fund shares attributable to Contractholder accounts;
c. communicate directly with Contractholders concerning the Funds'
operations;
d. provide such other similar services as Adviser may reasonably
request pursuant to Adviser's agreement with the Funds to the extent
permitted under applicable federal and state requirements.
2. a. Administrative services to Contractholders and participants shall be
the responsibility of the Company and shall not be the
responsibility of the Fund or the Adviser. The Adviser recognizes
the Company as the sole shareholder of Fund shares issued under the
Fund Participation Agreement, and that substantial savings will be
derived in administrative expenses, such as significant reductions
in shareholder services, by virtue of having a sole shareholder for
each of the Accounts rather than multiple shareholders. In
consideration of the savings resulting from such arrangement, and to
compensate the Company for its costs, the Adviser agrees to pay to
the Company and the Company agrees to accept as full compensation
for all services rendered hereunder a monthly fee equal to a
percentage of the average daily net assets of the Fund shares
attributable to products issued by the Company at the rates shown in
the attached Schedule A.
b. The parties agree that the Adviser's payments to the Company are for
administrative services only and do not constitute payment in any
manner for investment advisory services or for costs of
distribution.
3. The Company agrees to indemnify and hold harmless the Adviser and its
directors, officers, and employees from any and all loss, liability and
expense resulting from any gross negligence or willful wrongful act of
the Company under this Agreement or a breach of a material provision of
this Agreement, except to the extent such loss, liability or expense is
the result of the Adviser's misfeasance, bad faith or gross negligence
in the performance of its duties.
4. The Adviser agrees to indemnify and hold harmless the Company and its
directors, officers and employees from any and all loss, liability and
expense resulting from any gross negligence or willful wrongful act of
the Adviser under this Agreement or a breach of a material provision
under this Agreement, except to the extent such loss, liability or
expense is the result of the Company's own misfeasance, bad faith or
gross negligence in the performance of its duties.
5. Either party may terminate this Agreement, without penalty, (i) on
sixty (60) days written notice to the other party, for any cause or
without cause, or (ii) on reasonable notice to the other party, if it
is not permissible to continue the arrangement described herein under
laws, rules or regulations applicable to either party or the Funds, or
if the Participation Agreement is terminated.
6. The terms of this arrangement will be held confidential by each party
except to the extent that either party or its counsel may deem it
necessary to disclose this arrangement.
7. This Agreement represents the entire Agreement of the parties on the
subject matter hereof and it cannot be amended or modified except in
writing, signed by the parties. This Agreement may be executed in one
or more separate counterparts, all of which, when taken together, shall
constitute one and the same Agreement.
8. All notices and other communications hereunder shall be given or made
in writing and shall be delivered personally or sent by telex,
telecopier or registered or certified mail, postage prepaid, return
receipt requested, or recognized overnight courier service to the party
to whom they are directed at the following addresses, or at such other
addresses as may be designated by notice from such party to the other
party.
To the Adviser:
ING Life Insurance and Annuity Company
000 Xxxxxxxxxx Xxxxxx, XX00
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxxxx, Vice President
To the Company:
Security Life of Denver Insurance Company
c/o J. Xxxx XxXxxxxx, Counsel
000 Xxxxxxxxxx Xxxxxx, XX00
Xxxxxxxx, XX 00000
Any other notice, demand or other communication given in a manner
prescribed in this Section 8 shall be deemed to have been delivered on
receipt.
IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be executed by their authorized officers as of the day and year
first above written.
Security Life of Denver Insurance Company
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
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Title: Senior Vice President, Product Management Group
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ING LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxxx
Title: Vice President
