Contract

Exhibit 26-(h)(2)(c): Service Agreement dated as of August 8, 1997 between ReliaStar Bankers Security Life Insurance Company (to be renamed ReliaStar Life Insurance Company of New York) and Xxxx Xxxxx Management, Inc.
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 Bankers Security Life Insurance Company ("ReliaStar"), a New York corporation having its principal office and place of business at 0000 Xxxxxxxx Xxxx, Xxxxxxxx, 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, within 30 days of quarter-end, 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 those administrative 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 Bankers Security Life Insurance Company c/o 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: /s/ Xxxxxxx X. Xxxx
		Name: Xxxxxxx X. Xxxx
		Title: Executive Vice President
		RELIASTAR BANKERS SECURITY LIFE INSURANCE COMPANY
		By: /s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Chairman