SERVICE AGREEMENT
AGREEMENT dated as of August 8, 1997, between Xxxx Xxxxx Management,
Inc. ("Xxxxx"), a New York Corporation with its principal offices at 00 Xxxxxx
Xxxx, Xxx Xxxx, XX 00000, as Investment Adviser for The Xxxxx American Fund (the
"Fund"), and ReliaStar Life Insurance Company ("ReliaStar "), a Minnesota
corporation having its principal office and place of business at 00 Xxxxxxxxxx
Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000.
In consideration of the promises and mutual covenants set forth in this
Agreement, the Parties agree as follows:
1. SERVICES PROVIDED
ReliaStar agrees to provide services to the Fund including the
following:
a) responding to inquiries from ReliaStar Contract owners using
one or more Portfolios of the Fund as an investment vehicle
regarding the services performed by ReliaStar as they relate
to the Fund;
b) providing information to Xxxxx and to Contract owners with
respect to shares attributable to Contract owner accounts;
c) printing and mailing of shareholder communications from the
Fund (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution
and tax notices) as may be required;
d) communication directly with Contract owners concerning the
Fund's operations;
e) providing such other similar services as Xxxxx may reasonably
request pursuant to the extent permitted or required under
applicable statutes, rules and regulations.
2. EXPENSE ALLOCATION
Subject to Paragraph 3 hereof, ReliaStar or its affiliates shall
initially bear the costs of the following:
a) printing and distributing the Fund's prospectus, statement of
additional information and any amendments or supplements
thereto, periodic reports to shareholders, Fund proxy material
and other shareholder communications (collectively, the "Fund
Materials") to be distributed to prospective Contract owners;
b) printing and distributing all sales literature or promotional
material developed by ReliaStar or its affiliates and relating
to the contracts;
c) servicing Contract owners who have allocated Contract value to
a Portfolio, which servicing shall include, but is not limited
to, the items listed in Paragraph 1 of this Agreement.
3. PAYMENT OF EXPENSES
a) Xxxxx will pay ReliaStar a quarterly fee equal to a percentage
of the average daily net assets of the Portfolio attributable
to Contracts, at the annual rate set fourth in the following
schedule ("Portfolio Servicing Fee"), in connection with the
expenses incurred by ReliaStar under Paragraph 2 hereof: .10%
of all assets in Portfolio of the Fund.
b) From time to time, the Parties hereto shall review the
Portfolio Servicing Fee to determine whether it reasonably
approximates the incurred and anticipated costs, over time of
ReliaStar in connection with its duties hereunder. The Parties
agree to negotiate in good faith any change to the Portfolio
Servicing Fee proposed by a Party in good faith.
4. TERM OF AGREEMENT
Either Party may terminate this Agreement, without penalty, on 60 days'
written notice to the other Party. Unless so terminated, this Agreement
shall continue in effect for so long as Xxxxx or its successor(s) in
interest, or any affiliate thereof, continues to perform in a similar
capacity for the Fund, and for so long as any Contract value or any
monies attributable to ReliaStar is allocated to a Portfolio.
5. INDEMNIFICATION
a) ReliaStar agrees to indemnify and hold harmless Xxxxx and its
officers, directors and affiliates from any and all loss,
liability and expense resulting from the gross negligence or
willful wrongful act of ReliaStar under this Agreement, except
to the extent such loss, liability or expense is the result of
the willful misfeasance, bad faith or gross negligence of
Xxxxx in the performance of its duties, or by reason of the
reckless disregard of its obligations and duties under this
Agreement.
b) Xxxxx agrees to indemnify and hold harmless ReliaStar and its
officers, directors and affiliates from any and all loss,
liability and expense resulting from the gross negligence or
willful wrongful act of Xxxxx under this Agreement, except to
the extent such loss, liability or expense is the result of
the willful misfeasance, bad faith or gross negligence of
ReliaStar in the performance of its duties, or by
reason of the reckless disregard of its obligations and duties
under this Agreement.
6. NOTICE
Notices and communications required or permitted hereby will be given
to the following persons at the following addresses and facsimile
numbers, or such other persons, addresses or facsimile numbers as the
Party receiving such notices or communications may subsequently direct
in writing:
Xxxx Xxxxx Management, Inc.
00 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxx
Fax: (000) 000-0000
ReliaStar Life Insurance Company
00 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX. 00000
Attn: Xxxxxxx Xxxxx, Esq.
Fax: (000) 000-0000
7. APPLICABLE LAW
Except insofar as the Investment Company Act of 1940 or other federal
laws and regulations may be controlling, this Agreement will be
construed and the provisions hereof interpreted under and in accordance
with New York law, without regard for that state's principles of
conflict of laws.
8. SEVERABILITY
If any provision of this Agreement is held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement
will not be affected thereby.
9. RIGHTS CUMULATIVE
The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, that the Parties are entitled to
under federal and state laws.
10. ASSIGNMENT
Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the prior written consent of the other
party thereto.
11. AMENDMENT
This Agreement may be amended or modified in whole or in part only by a
written agreement executed by both parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized officers signing below.
XXXX XXXXX MANAGEMENT, INC.
By:____________________________
Name:__________________________
Title:_________________________
RELIASTAR LIFE INSURANCE
COMPANY
By:____________________________
Name:__________________________
Title:_________________________
