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 Northern Life Insurance Company ("Northern Life"), a Washington
corporation having its principal office and place of business at 0000 Xxxxx
Xxxxxx, Xxxxxxx, XX, 00000-0000.
In consideration of the promises and mutual covenants set forth in this
Agreement, the Parties agree as follows:
1. SERVICES PROVIDED
Northern Life agrees to provide services to the Fund including the
following:
a) responding to inquiries from Northern Life Contract owners
using one or more Portfolios of the Fund as an investment
vehicle regarding the services performed by Northern Life 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, Northern Life 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 Northern Life 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 Northern Life 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 Northern Life 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
Northern Life 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 Northern Life is allocated to a Portfolio.
5. INDEMNIFICATION
a) Northern Life 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 Northern Life 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 Northern Life 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
Northern Life 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
Northern 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:______________________________
Name:____________________________
Title:___________________________
NORTHERN LIFE LIFE INSURANCE
COMPANY
By:______________________________
Name:____________________________
Title:___________________________
