Ex 99.26(i)(1)(a)
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 SECURIAN FINANCIAL GROUP, INC. ("PARENT"), a corporation having
its principal office and place of business at 000 Xxxxxx Xxxxxx Xxxxx, Xx. Xxxx,
Xxxxxxxxx, 00000-0000, acting on behalf of itself and each of its subsidiaries
listed on Schedule A hereto (each an "INSURANCE COMPANY"), with respect to the
accounts of such Insurance Companies listed on Schedule B hereto, (each an
"ACCOUNT"), which may include an Insurance Company's General Account and one or
more Separate Accounts, as it may be amended from time to time.
WITNESSETH:
WHEREAS, Parent desires to appoint State Street as an agent of itself and
each Insurance Company 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. Parent hereby appoints State Street as its agent
and an agent of each Insurance Company 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 C hereto.
SECTION 2 REPRESENTATIONS AND WARRANTIES
SECTION 2.1 PARENT REPRESENTATIONS AND WARRANTIES. Parent, on behalf of
itself and each 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 each Insurance Company is a corporation duly organized and
existing and in good standing under the laws of its state of
organization; and
3) That it has the requisite power and authority to enter into this
Agreement on behalf of each Insurance Company; it has taken all
requisite action necessary and secured all requisite approvals and
consents (including but not limited to any required from each
Insurance Company) to appoint State Street as investment accounting
and recordkeeping agent for each Insurance Company; and this Agreement
constitutes a
legal, valid and binding obligation of each Insurance Company,
enforceable in accordance with its terms; and
4) That it has the requisite power and authority under the Articles of
Incorporation, Bylaws, or other governing documents of Parent
("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 Parent.; and this
Agreement constitutes a legal, valid and binding obligation of Parent,
enforceable in accordance with its terms.
SECTION 2.2 STATE STREET REPRESENTATIONS AND WARRANTIES. State Street
hereby represents, warrants and acknowledges to Parent and each 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 C. 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
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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 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 D.
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:
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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.
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 each Insurance Company will indemnify and hold
State Street harmless from and against, any and all costs, expenses, losses,
damages, charges, reasonable counsel fees (including
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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;
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 an Insurance Company's General Account may be subject to
liability arising from or relating to any Separate Account, any amounts payable
by an Insurance Company hereunder
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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
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
Companies will pay to State Street the compensation set forth in the separate
fee schedule described on Schedule E attached hereto, to be agreed to by
Insurance Companies 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
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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 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 an Insurance Company or an Account is liquidated or
agrees to merge with another Insurance Company or Account and
will not be the surviving entity. An Insurance Company shall be
entitled to terminate this Agreement as to itself if such
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,
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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 Companies 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 Companies 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 Companies hereunder or otherwise, deliver all accounts
and records and other properties of the Insurance Companies to the
successor, or, if none, to the Insurance Companies, 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 Companies 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 AND INSURANCE COMPANIES. In the event that
an Insurance Company establishes one or more additional Accounts ("NEW
ACCOUNT"), or Parent wishes to add one or more additional Insurance Company
("NEW COMPANY") with respect to which it desires to have State Street render
services under the terms hereof, Insurance Company, or Parent in the case of a
New Company, shall so notify State Street in writing. Upon written acceptance by
State Street, such New Account or New Company shall become subject to the
provisions of this Agreement to the same extent as the existing Accounts and
Insurance Companies, except to the extent that such provisions (including those
relating to the compensation and expenses payable by the Insurance Companies and
their Accounts) may be modified with respect to each additional New Account or
New Company in writing by the Insurance Company and State Street at the time of
the addition of the New Account or New Company. State Street agrees that it will
accept additional New Accounts or New Companies provided that (1) the types of
securities held by such New Accounts or New Companies,
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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 and Insurance Companies.
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 requested, to the
following address (or such other address as a party may specify by written
notice to the other):
To Insurance Companies:
SECURIAN FINANCIAL GROUP, INC.
000 Xxxxxx Xxxxxx Xxxxx
Xx. Xxxx, Xxxxxxxxx 00000-0000
Attention: General Counsel
Telephone: 000-000-0000
Telecopy: 000-000-0000
To State Street:
STATE STREET BANK AND TRUST COMPANY
000 Xxxxxxxxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Attention: Senior Vice President, Insurance Services
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 F 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.
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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.
SECTION 8.10 EACH INSURANCE COMPANY AND ACCOUNT A SEPARATE PARTY. Each
Insurance Company is a separate party to this Agreement, and no Insurance
Company shall be liable for the obligations of any other Insurance Company
hereunder. Except to the extent that an Insurance Company's General Account may
be subject to liability arising from or relating to any Separate Account of such
Insurance Company, 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. Notwithstanding the foregoing provisions, Parent shall
be jointly and severally liable for all obligations of any Insurance Company
hereunder.
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.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers.
SECURIAN FINANCIAL GROUP, INC., ON STATE STREET BANK AND TRUST COMPANY
BEHALF OF ITSELF AND EACH OF ITS
SUBSIDIARIES LISTED ON SCHEDULE A
By:
-----------------------------------
By:
---------------------------------- Name:
---------------------------------
Name:
-------------------------------- Title:
--------------------------------
Title:
-------------------------------
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SCHEDULE A
NAMES OF INSURANCE COMPANIES
Minnesota Life Insurance Company
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SCHEDULE B
NAME OF GENERAL ACCOUNT OR SEPARATE ACCOUNTS
VUL Account I
VUL Account II
Aggregate Bond
American Century Target 2005
American Century Target 2010
American Century Target 2015
American Century Target 2020
American Century Target 2025
Deutsche Bank Small Cap Index- VUL Account I
Deutsche Bank Small Cap Index- VUL Account II
Domestic Biotechnology
Emerging Enterprises
Fidelity Asset Manager: Growth
Fidelity Contrafund
Fidelity OTC
Fidelity VIP Equity - Income - Service Class Shares- VUL Account I
Fidelity VIP Equity - Income - Service Class Shares- VUL Account II
Fidelity VIP High Income - Service Class Shares- VUL Account I
Fidelity VIP High Income - Service Class Shares- VUL Account II
Fidelity VIP II Contrafund - Service Class Shares- VUL Account I
Fidelity VIP II Contrafund - Service Class Shares- VUL Account II
Group Variable Universal Life Account
High Yield Bond I
International Blend
International Core I
International Growth
International Value
Janus Aspen Capital Appreciation Portfolio - Service Class Shares- VUL Account I
Janus Aspen Capital Appreciation Portfolio - Service Class Shares- VUL
Account II
Janus Aspen International Growth Portfolio - Service Class Shares- VUL Account I
Janus Aspen International Growth Portfolio - Service Class Shares- VUL
Account II
Large Equity I
Large Equity II
Large Equity Index I
Large Equity IV
Large Equity V
Large Equity VI
Large Growth Equity I
Large Growth Equity II
Large Growth Equity III
Large Growth Equity Index I
Large Growth Equity Index II
Large Growth Equity V
Large Growth Equity VI
Large Value Equity I
Large Value Equity II
Large Value Equity III
Large Value Equity Index I
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Large Value Equity IV
Large Value Equity VII
LifeStrategy I
LifeStrategy II
LifeStrategy III
Long-Term Corporate Bond
Managed I
Managed II
Managed III
Managed IV
Minnesota Life Universal Life Account II
Minnesota Life Variable Life Account
Minnesota Life Variable Universal Life Account
Minnesota Life Variable Universal Life Account IV
Money Market
Mortgage
Multicap Growth Equity I
Multicap Growth Equity II
Real Estate
Short-Term Bond
Small Equity I
Small Equity II
Small Equity III
Small Equity Index I
Small Equity IV
Small Growth Equity II
Small Growth Equity III
Small Growth Equity V
Small Growth Equity VI
Small Growth Equity VII
Small Growth Equity VIII
Small Value Equity I
Small Value Equity III
Small Value Equity IV
University Separate Account
US Technology
Vanguard Extended Market Index Fund - Admiral
Vanguard GNMA - Admiral
Vanguard Institutional Index
Vanguard International Value
Vanguard Long Term Corporate - Admiral
Vanguard Prime Money Market
Vanguard Total Int'l Stock Index Fund
Vanguard US Treasury Money Market
Vanguard Wellington - Admiral
Vanguard Windsor II - Admiral
Variable Annuity Account
Variable Fund D
Variable Universal Life Account III
Variable Universal Life Account V
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SCHEDULE C
SERVICES
SECURIAN FINANCIAL GROUP PRODUCTS
FUND ACCOUNTING SERVICES PROVIDED BY VENDOR:
FUNCTION FREQUENCY
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PRICING
RECONCILE AND RESOLVE EVENING NAVS DAILY
RECONCILE AND RESOLVE EVENING UNIT VALUES DAILY
PER AGREED UPON UNIT VALUE CALCULATION(S)
SEND SECURITY PRICES TO ADVANTUS DAILY
SEND UNIT VALUES TO ADMINISTRATION SYSTEMS DAILY
DETERMINE, CORRECT AND REPORT MATERIAL NAV ERRORS MONTHLY
DETERMINE, CORRECT AND REPORT MATERIAL UNIT VALUE ERRORS MONTHLY
DETERMINE AND REPORT IMMATERIAL NAV ERRORS MONTHLY
DETERMINE AND REPORT IMMATERIAL UNIT VALUE ERRORS MONTHLY
RECONCILE AND RESOLVE CASH BALANCE (REPORT NEGATIVE CASH) DAILY
SHAREHOLDER/CONTRACT HOLDER ACCOUNTING
RECEIVE SHAREHOLDER ACTIVITY - MANAGED SEPARATE ACCOUNTS DAILY
POST SHAREHOLDER ACTIVITY - MANAGED SEPARATE ACCOUNTS DAILY
POST CONTRACT HOLDER ACTIVITY DAILY
RECONCILE SHAREHOLDER AND CONTRACT HOLDER ACTIVITY TO ACCOUNTING SYSTEM(S) DAILY
TRADE WITH NON-PROPRIETARY FUND FAMILIES - SAME DAY AND NEXT DAY NAVS PER
TRADING AGREEMENTS DAILY
RECONCILE SEPARATE ACCOUNT SHARES WITH NON-PROPRIETARY FUND FAMILIES DAILY
RECONCILE SEPARATE ACCOUNT SHARES WITH PROPRIETARY FUNDS DAILY
SECURITIES ACCOUNTING
DETERMINE AND SEND CASH AVAILABLE BALANCES TO ADVANTUS - THIS WILL BE USED TO
VERIFY THE INFORMATION ADVANTUS HAS ALREADY PREPARED DAILY
PROCESS INCOME/AMORTIZATION TRANSACTIONS DAILY
RECONCILE AND RESOLVE PAST DUE RECEIVABLES/PAYABLES DAILY
RECONCILE AND RESOLVE SECURITIES HELD WITH CUSTODIAN DAILY/MONTHLY
SEND SECURITY FILE TO ASSET MANAGER AND SUB-ADVISORS DAILY
CANCEL/CORRECT TRADES DAILY AS REQUIRED
RECONCILE CAPITAL CHANGES WITH INVESTMENT MANAGER AS REQUIRED
ACCOUNT FOR SECURITIES LENDING PROGRAM MONTHLY
RECONCILE ACCOUNT BALANCES TO GENERAL LEDGER 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
PREPARE QUARTERLY FINANCIAL STATEMENTS - UNREGISTERED SEPARATE ACCOUNTS QUARTERLY
MAPPING OF XXX TRIAL BALANCE TO CREATE A FINANCIAL STATEMENT. NO FOOTNOTES
WILL BE INCLUDED. QUARTERLY STATEMENT WILL BE YTD STATEMENTS AND WILL BE
THE SAME STATEMENT AS THE ANNUAL STATEMENT.
PROVIDE ACCOUNTING DATA REQUIRED BY SECURIAN FINANCIAL GROUP TO COMPLETE MONTHLY
MONTHLY, QUARTERLY AND ANNUAL REPORTS FOR INTERNAL DEPARTMENTS
PROVIDE ACCOUNTING DATA REQUIRED BY SECURIAN FINANCIAL GROUP TO COMPLETE THE ANNUALLY
SEPARATE ACCOUNT ANNUAL STATEMENT (GREEN BOOK)
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FUNCTION FREQUENCY
-------- ---------
NEW PRODUCT IMPLEMENTATION
SETUP NEW PRODUCTS ON SYSTEM AS REQUIRED
COMPLIANCE REPORTING
PROVIDE ACCOUNTING DATA REQUIRED BY SECURIAN FINANCIAL GROUP TO COMPLETE DAILY
COMPLIANCE REPORTING
GENERAL
PROVIDE BUSINESS CONTINUATION INFORMATION AS REQUIRED
COMPLETE RECORD RETENTION AS AGREED UPON AS REQUIRED
PROVIDE ACCESS TO SECURIAN FINANCIAL GROUP DATA AS REQUIRED
PROVIDE ALL DATA REQUESTED BY SECURIAN FINANCIAL GROUP TO UPDATE INTERNAL DATA
BASES AS REQUIRED
ACCOUNTING SERVICES COMPLETED BY SECURIAN FINANCIAL GROUP:
FUNCTION FREQUENCY
-------- ---------
SECURITIES ACCOUNTING
DETERMINE CASH AVAILABILITY DAILY
WIRE MONEY PER VENDOR INSTRUCTIONS DAILY
TRADE AFFIRMATION DAILY
RECONCILE SECURITIES HELD WITH VENDOR DAILY
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SCHEDULE D
PRICE SOURCE AND METHODOLOGY AUTHORIZATION MATRIX
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SCHEDULE E
FEE SCHEDULE
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SCHEDULE F
REMOTE ACCESS SERVICES ADDENDUM
To
Investment Accounting Agreement by and between
State Street Bank and Trust Company and Securian Financial Group, Inc.,
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:
SECURIAN FINANCIAL GROUP, INC., ON BEHALF OF ITSELF
AND EACH OF ITS SUBSIDIARIES LISTED ON SCHEDULE A
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
Date:
-------------------------
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