Exhibit 1.A(8)(s)
[MH LETTERHEAD]
December 1, 1999
ReliaStar Life Insurance Company
00 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Ladies and Gentlemen:
This letter sets forth the terms and conditions of the services agreement
BETWEEN XXXXXXXX XXXXXXXX ASSET MANAGEMENT, INC. ("MH"), and RELIASTAR LIFE
INSURANCE COMPANY (the "Company") effective as of the 1st day of December, 1999.
The Company, MH, and XXXXXXXX XXXXXXXX SERIES TRUST ("Trust) have entered into a
PARTICIPATION AGREEMENT dated as of the1st day of December, 1999, as may be
amended from time to time (the "Participation Agreement"), pursuant to which the
Company, on behalf of certain of its separate accounts (the "Separate
Accounts"), purchases shares ("Shares") of certain Portfolios of the Trust
("Portfolios") to serve as an investment vehicle under certain variable annuity
and/or variable life insurance contracts ("Variable Contracts") offered by the
Company, which Portfolios may be one of several investment options available
under the Variable Contracts.
MH recognizes that in the course of soliciting applications for its Variable
Contracts and in servicing owners of the Variable Contracts, the Company and its
agents that are registered representatives of broker-dealers provide information
about the Trust and its Portfolios from time to time, answer questions
concerning the Trust and its Portfolios including questions respecting Variable
Contract owners' interests in one or more Portfolios, and provide services
respecting investments in the Portfolios.
MH desires that the efforts of the Company and its agents in providing written
and oral information and services regarding the Trust to current and prospective
Variable Contract owners shall continue.
Accordingly, the following represents the collective intention and understanding
of the services agreement between MH and the Company.
The Company and/or its affiliates agree to provide services ("Services") to
current owners of Variable Contracts including, but not limited to:
teleservicing support in connection with the Portfolios; delivery of current
Trust prospectuses, reports, notices, proxies and proxy statements and other
informational materials; facilitation of the tabulation of Variable Contract
owners' votes in the event of a meeting of Trust
ReliaStar Life Insurance Company
December 1, 1999
Page 2
shareholders; maintenance of Variable Contract records reflecting Shares
purchased and redeemed and Share balances, and the conveyance of that
information to the Trust, its transfer agent, or MH as may be reasonably
requested; provision of support services including providing information about
the Trust and its Portfolios and answering questions concerning the Trust and
its Portfolios including questions respecting Variable Contract owners'
interests in one or more Portfolios; provision and administration of Variable
Contract features for the benefit of Variable Contract owners participating in
the Trust including fund transfers, dollar cost averaging, asset allocation,
portfolio rebalancing, and pre-authorized deposits and withdrawals; and
provision of other services as may be agreed upon from time to time.
In consideration of the Services, MH agrees to pay the Company 100% of the
service fee it receives from the TRUST with respect to the Shares up to an
annual rate equal to 25 basis points (0.25%) of the average daily value of the
Shares held in Separate Accounts. For purposes of computing the payment to the
Company under this paragraph, the average daily value of Shares held in Separate
Accounts over a monthly period shall be computed by totaling such Separate
Accounts' aggregate investment (Share net asset value multiplied by total number
of Shares held by such Separate Accounts) on each business day during the
calendar month, and dividing by the total number of business days during such
month. The payment to the Company under this paragraph shall be calculated by MH
at the end of each calendar month and will be paid to the Company within thirty
(30) days thereafter.
This services agreement shall remain in full force and effect for an initial
term of one year, and shall automatically renew for successive one year periods.
The services agreement may be terminated by either the Company or MH upon sixty
(60) days written notice to the other, and shall terminate automatically upon
redemption of all Shares held in Separate Accounts, upon termination of the
Participation Agreement, or upon assignment of the Participation Agreement by
either the Company or MH.
Notwithstanding the termination of the services agreement MH will continue to
pay the service fees in accordance with the preceding paragraph so long as net
assets of the Company or a Separate Account remain in a Portfolio, provided such
continued payment is permitted in accordance with applicable law and regulation.
This services agreement may be amended only upon mutual agreement of the Company
and MH in writing.
Nothing in this services agreement shall amend, modify or supersede any
contractual terms, obligations or covenants among or between any of the Company,
MH, or the
ReliaStar Life Insurance Company
December 1, 1999
Page 3
Trust previously or currently in effect, including those contractual terms,
obligations or covenants contained in the Participation Agreement.
If this services agreement is consistent with your understanding of the matters
we discussed concerning the Company's provision of the Services, please sign
below.
Very truly yours,
XXXXXXXX XXXXXXXX ASSET MANAGEMENT INC.
By:
Title:
ACKNOWLEDGED AND AGREED TO:
RELIASTAR LIFE INSURANCE COMPANY
By:
Title:
