Exhibit 99-(8)(z): Form of Administrative and Shareholder Service Agreement
between ReliaStar Life Insurance
Company and ING Pilgrim Investments, LLC
Administrative and Shareholder Service Agreement
This Agreement is made as of the ____ day of _________________, 20____, by and
between ING Pilgrim Investments, LLC, ("Adviser") and RELIASTAR LIFE INSURANCE
COMPANY AND RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK ("INSURERS")
collectively "the Parties."
WHEREAS, Adviser serves as the investment adviser of Pilgrim Variable Products
Trust ("TRUST") which currently consists of ____ separate series (each a
"Portfolio"); and
WHEREAS, Insurers have entered into an agreement, dated _______________________,
20____, with the Trust (a "Participation Agreement") pursuant to which the Trust
will make shares of each Portfolio listed from time to time on Schedule B of the
Agreement available to Insurers at net asset value and with no sales charges,
subject to the terms of the Participation Agreement, to fund benefits under
variable life insurance policies ("Policies") to be issued by Insurers; and
WHEREAS, the Participation Agreement provides that the Trust will bear the costs
of preparing, filing with the Securities and Exchange Commission and setting for
printing the Trust's prospectus, statement of additional information, including
any amendments or supplements thereto, periodic reports to shareholders, and
other shareholder communications (collectively, the "Trust Materials"), and that
the Trust will provide Insurers with camera ready copies of all Trust materials;
and
WHEREAS, the Participation Agreement provides that Insurers shall print in
quantity and deliver to existing owners of Policies ("Policy owners") the Trust
materials, and that the costs of printing in quantity and delivering to existing
Policy owners such Trust materials will be borne by Insurers; and
WHEREAS, Insurers will incur various administrative expenses in connection with
the servicing of Policy owners who have allocated policy value to a Portfolio,
including, but not limited to, responding to various Policy owner inquiries
regarding a Portfolio; and
WHEREAS, the Parties wish to allocate expenses in a manner that is fair and
equitable, consistent with the best interests of Policy owners, and that does
not entail the expense and inconvenience of separately identifying and
accounting for each item of Trust expenses;
NOW, THEREFORE, in consideration of the mutual benefits and promises contained
herein, the Parties hereto agree as follows:
I. Services Provided:
Insurers agrees to provide services including, but not limited to:
1
a) providing necessary personnel and facilities to establish and maintain
Policy owner accounts and records;
b) recording and crediting debits and credits to the accounts of Policy
owners;
c) paying the proceeds of redemptions to Policy owners;
d) delivering and responding to inquiries respecting Trust prospectuses,
reports, notices, proxies and proxy statements and other information
respecting the Portfolios (but not including services paid for by the
Trust, such as printing and mailing);
e) facilitating the tabulation of Policy owners' votes in the event of a
meeting of Trust shareholders;
f) providing and administering Policy features for the benefit of Policy
owners participating in the Trust, including fund transfers, dollar
cost averaging, asset allocation, portfolio rebalancing, earnings
sweep, and pre-authorized deposits and withdrawals;
g) responding to inquiries from Policy owners using one or more of the
Portfolios as an investment vehicle regarding the services performed by
Insurers as they relate to the Trust or its Portfolios;
h) providing information to Adviser, the Trust, or the Trust's transfer
agent and to Policy owners with respect to shares attributable to
Policy owner accounts;
i) facilitating the printing and mailing of shareholder communications
from Trust as may be required pursuant to the Participation Agreement;
j) responding to inquiries from Policy owners concerning the Trust and its
operations;
k) providing such similar services as Adviser or Trust may reasonably
request to the extent permitted or required under applicable statutes,
rules and regulations.
II. Expense Allocations:
Subject to Section III, Insurers or its affiliates shall initially bear
the costs of:
a) printing and distributing all Trust materials to be distributed to
prospective Policy owners;
b) printing and distributing all sales literature or promotional material
developed by Insurers or its affiliates and relating to the Policies;
c) servicing Policy owners who have allocated Policy value to a Portfolio,
which servicing shall include, but is not limited to, the items listed
above. Costs of distribution and tabulation of the Trust proxy
materials shall be paid by the Trust, except postage which will be paid
by the Insurers.
III. Payment of Expenses:
a) The adviser and/or the Trust shall pay to Insurers a quarterly fee
equal to a percentage of the average daily net assets of the Portfolio
attributable to Policies, issued by Insurers at the annual rates shown
in the attached Schedule A.
2
b) For purposes of calculating the amount of the expense reimbursement,
described in (a) above, the "average daily net assets" of all
Portfolios for any calendar month shall be equal to the quotient
produced by dividing (i) the sum of the net assets of such Portfolios
determined in accordance with procedures established from time to time
by or under the direction of the Trust's Board of Trustees for each
business day of such quarter, by (ii) the number of such business days;
and
c) The Adviser or Trust will calculate the payment contemplated by this
Section at the end of each calendar quarter and will make such payment
to Insurers within thirty (30) days thereafter. Each payment will be
accompanied by a statement showing the calculation of the quarterly
amounts payable by the Adviser or Trust and such other supporting data
as may be reasonably requested by Insurers.
d) From time to time, the Parties hereto shall review the quarterly fee to
determine whether it reasonably approximates the incurred and
anticipated costs, over time, of Insurers in connection with its duties
hereunder. The Parties agree to negotiate in good faith any change to
the quarterly fee proposed by a Party in good faith.
e) This Agreement shall not modify any of the provisions of the
Participation Agreement, but shall supplement those provisions.
IV. Term of Agreement:
This Agreement shall continue in effect for so long as Insurers or its
successor(s) in interest, or any affiliate thereof, continues to hold
shares of the Trust or its portfolios, and continues to perform in a
similar capacity for the Company and Trust.
V. Indemnification:
a) Insurers agrees to indemnify and hold harmless the Adviser and its
officers and directors, from any and all loss, liability and expense
resulting from the gross negligence or willful wrongful act of
RELIASTAR AND RELIASTAR OF NEW YORK 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 the Adviser in the
performance of its duties, or by reason of the reckless disregard of
its obligations and duties under this Agreement.
b) Adviser agrees to indemnify and hold harmless Insurers and their
officers and directors from any and all loss, liability and expense
resulting from the gross negligence or willful wrongful act of adviser
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 Insurers in the performance of its duties, or by reason
of the reckless disregard of its obligations and duties under this
Agreement.
VI. Amendment
This Agreement may be amended only upon mutual agreement of the Parties
hereto in writing.
VII. Notices:
3
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:
Pilgrim Variable Products Trust
00 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: _____________________
Fax: (000) 000-0000]
ReliaStar Life Insurance Company
ReliaStar Life Insurance Company of New York
0000 Xxxxxxxx
Xxxxxx, XX 00000-0000
Attention: Legal Dept.
Fax: 000.000.0000
VIII. 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 Colorado law, without regard for that state's principles of
conflict of laws.
IX. Execution in Counterparts:
This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together will constitute one and the
same instrument.
X. 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.
4
XI. 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.
XII. Headings
The headings used in this Agreement are for purposes of reference only
and shall not limit or define, the meaning of the provisions of this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers signing below.
ING PILGRIM INVESTMENTS, LLC RELIASTAR LIFE INSURANCE COMPANY
By: By:
----------------------------------
Name: Name:
--------------------------------
Title: Title:
------------------------------- ----------------------------
RELIASTAR LIFE INSURANCE COMPANY
OF NEW YORK
By:
------------------------------
Name:
-----------------------------
Title:
----------------------------
5
SCHEDULE A
ANNUAL RATE PORTFOLIOS
----------- -------------------------
X.XX% VP High Yield
X.XX% VP Growth Opportunities
X.XX% VP Growth and Value
X.XX% VP International Value
X.XX% VP MagnaCap
X.XX% XX XxxXxx Opportunities
X.XX% VP Research Enhanced Index
X.XX% VP SmallCap Opportunities
6
