EXHIBIT 99-B.8.30
ADMINISTRATIVE AND SHAREHOLDER SERVICES AGREEMENT
EX-99-B.8.30
Administrative and Shareholder Services Agreement
This Agreement is made as of the1st day of May 2001, by and between ING Pilgrim
Group, LLC (the "Administrator") and ReliaStar Life Insurance Company
("Company"), collectively, the "Parties."
WHEREAS, the Administrator serves as the Administrator for Pilgrim Variable
Products Trust ("Trust") which currently consists of 8 separate series (the
"Portfolios"); and
WHEREAS, the Company has entered into a Participation Agreement, dated May 1,
2001, with the Trust (a "Participation Agreement") pursuant to which the Trust
will make shares of each Portfolio listed from time to time on Schedule A of the
Agreement available to the Company 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 and variable annuity Contracts (each, a
"Contract," and collectively, the "Contracts") to be issued by the Company; and
WHEREAS, the Participation Agreement provides that the Trust will bear the costs
of preparing and filing with the Securities and Exchange Commission the Trust's
prospectus, registration statement, proxy materials and reports, setting the
prospectus and shareholder reports in type, setting in type and printing the
proxy materials, and preparing all statements and notices required by any
federal or state law to be, in each case as may reasonably be necessary for the
performance of its obligations under the Participation Agreement (collectively,
the "Trust Materials"), and providing the Company with copies of the Trust
Materials; and
WHEREAS, the Participation Agreement provides that the Trust shall pay for the
cost of typesetting, printing and distributing periodic fund reports to
shareholders, prospectuses and supplements thereto, statements of additional
information, proxy statements and other materials that are required by law to be
sent to existing owners of Contracts ("Contract owners"), as well as the cost of
distributing such materials; and
WHEREAS, the Participation Agreement makes no provision for which party shall
incur various administrative expenses in connection with the servicing of
Contract owners or Participants who have allocated Contract value to a
Portfolio, including, but not limited to, responding to various Contract owner
inquiries regarding a Portfolio; and
WHEREAS, ING Pilgrim Investments, LLC ("Pilgrim Investments"), investment
adviser to the Portfolios and a subsidiary of the Administrator, has entered
into an Expense Limitation Agreement with the Trust, a copy of which has been
provided to the Company, and which may be renewed or amended from time to time
("Expense Limitation Agreement") under which Pilgrim Investments has agreed to
limit the expenses of all of the Portfolios; and
WHEREAS, the Parties wish to allocate expenses in a manner that is fair and
equitable, consistent with the best interests of Contract owners and
participants, 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:
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The Company agrees to provide services including, but not limited to:
a) delivering and responding to inquiries respecting Trust prospectuses,
Statements of Additional Information, reports, notices, proxies and
proxy statements and other information respecting the Portfolios
(but not including services paid for by the Trust);
b) facilitating the tabulation of Contract owners' and participants'
votes in the event of a meeting of Trust shareholders;
c) providing and administering Contract features for the benefit of
Contract owners and participants participating in the Trust,
including fund transfers, dollar cost averaging, asset allocation,
portfolio rebalancing, earnings sweep, and pre-authorized deposits
and withdrawals;
d) responding to inquiries from Contract owners and participants using
one or more of the Portfolios as an investment vehicle
regarding the services performed by the Company as they relate to
the Trust or its Portfolios;
e) teleservicing support in connection with the Portfolios;
f) maintenance of Company records reflecting shares purchased and
redeemed and share balances held by separate accounts of the Company
and the conveyance of that information to the Trust, its transfer
agent, or the Administrator as may be reasonably requested;
g) facilitating the printing and mailing of reports to shareholders
and other shareholder communications from the Trust as may be
required pursuant to the Participation Agreement;
h) responding to inquiries from Contract owners or participants
concerning the Trust and its operations; and
i) providing such similar services as the Administrator or Trust may
reasonably request to the extent permitted or required under
applicable statutes, rules and regulations.
II. Expense Allocations:
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Subject to Section III, the Company or its affiliates shall bear the
costs of:
a) printing and distributing all Trust Materials to be distributed to
prospective Contract owners as discussed in the Participation
Agreement as being distributed at the Company's expense;
b) printing and distributing all sales literature or promotional
material developed by the Company or its affiliates and relating to
the Contracts; and
c) servicing Contract owners who have allocated Contract value to a
Portfolio, which servicing shall include, but is not limited to, the
items listed above
III. Payment of Expenses:
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a) The Administrator shall pay to the Company a quarterly fee
("Service Fee") equal to a percentage of the average cumulative new
assets in excess of the assets in the Portfolio as of 4/30/01, as
shown as Schedule B, due to investment in a class of the Portfolio
attributable to Contracts issued by the Company at the annual rates
shown in the attached Schedules A (for Class R Shares of the
Portfolios). Such Service Fee shall be calculated and paid
quarterly.
b) Administrator represents that under the terms of the Expense
Limitation Agreement, Pilgrim Investments has agreed that to the
extent that ordinary operating expenses incurred by a class of a
Portfolio in any fiscal year, including, but not limited to,
investment management fees payable to Pilgrim Investments, but
excluding interest, taxes, brokerage commissions and extraordinary
expenses, exceed the operating expense limits specified in that
agreement (the "Excess Amount"), Pilgrim Investments shall waive or
reduce its fee and/or promptly remit to the Portfolio an amount that
is equal to the Excess Amount.
In the event that Pilgrim Investments pays Administrator an Excess
Amount under the terms of the Expense Limitation Agreement, Company
agrees that any Service Fee owed by Administrator to the Company
pursuant to Section III(a) above shall be reduced by an amount that
is equal to the Company's pro rata portion of 50% of such Excess
Amount,.. However, any reduction of the Service Fee shall not exceed
an amount equal to an annual rate of .04% calculated in the same
manner as outlined in (a) and shall be calculated as an offset
against any amounts payable under (a) quarterly. In the event that
the expense offset hereunder exceeds the revenue owing under (a), it
shall not be charged by Administrator for that month..
Administrator agrees that any recoupment of the Excess Amount by
Pilgrim Investments under the terms of the Expense Limitation
Agreement shall be paid to the Company commensurate with Company's
share of the Excess Amount described above. Administrator shall
calculate amounts owing quarterly and provide a copy of that
calculation to Company.
c) The Company will provide Administrator with reports for each
calendar month indicating the net assets in each class of a
Portfolio at the end of the month in excess of those in each class
of a Portfolio on 4/30/2001 as shown in the attached Schedule B and
attributable to Contracts issued by the Company.
d) The Administrator will calculate the Service Fee contemplated by this
Section at the end of each calendar month and will make such
payment, as appropriate, to the Company within thirty (30) days
after the last business day of each calendar quarter thereafter.
Each payment will be accompanied by a statement showing the
calculation of the Service Fee payable by the Administrator, if any,
and any reduction thereto pursuant to Section III(b) above, and such
other supporting data as may be reasonably requested by the Company.
e) The Company agrees to make appropriate disclosure in its prospectus
and registration statement as to the payments for services provided
pursuant to this Agreement as required by the federal securities
laws or other applicable law.
f) From time to time, the Parties hereto shall review the Service Fee to
determine whether it reasonably approximates the incurred and
anticipated costs, over time, of the Company in connection with its
duties hereunder. The Parties agree to negotiate in good faith any
change to the Service Fee proposed by one of the Parties in good
faith.
g) The Parties agree that the Administrator's payments to the Company
are for administrative services only and do not constitute payment
in any manner for investment advisory services or costs of
distribution.
h) This Agreement shall not modify any of the provisions of the
Participation Agreement, but shall supplement those provisions.
IV. Term of Agreement:
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This Agreement shall continue in effect for so long as the Company 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:
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a) The Company agrees to indemnify and hold harmless the Administrator
and its officers and directors, from any and all loss, liability and
expense resulting from the gross negligence or willful wrongful act
of the Company 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 Administrator in the performance of
its duties, or by reason of the reckless disregard of its
obligations and duties under this Agreement.
b) The Administrator agrees to indemnify and hold harmless the Company
and its officers and directors from any and all loss, liability and
expense resulting from the gross negligence or willful wrongful act
of the Administrator 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 Company in the performance of
its duties, or by reason of the reckless disregard of its
obligations and duties under this Agreement.
VI. Amendment:
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This Agreement may be amended only upon mutual agreement of the Parties
hereto in writing.
VII. Standard of Care:
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The Parties shall exercise reasonable care in the performance of their
duties under this Agreement.
VIII. Confidentiality:
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The terms of this arrangement will be held confidential by each Party
except to the extent that either Party or the Trust may deem it
necessary to disclose this arrangement.
IX. Notices:
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Notices and communications required or permitted hereby will be given to
the following persons at the following addresses, or such other persons
as the Party receiving such notices or communications may subsequently
direct in writing:
If to the Trust:
Pilgrim Variable Products Trust
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Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
If to the Administrator:
ING Pilgrim Group, LLC.
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Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
If to the Company:
ING Life Companies
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Attn: Variable Counsel
X. Applicable Law:
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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 Delaware law, without regard for that state's principles of
conflict of laws.
XI. Execution in Counterparts:
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This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together will constitute one and the
same instrument.
XII. Severability:
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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.
XIII. Cumulative Rights:
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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.
XIV. Headings:
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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 GROUP, LLC RELIASTAR LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇
SCHEDULE A FOR CLASS R SHARES
PILGRIM VARIABLE PRODUCTS TRUST
ANNUAL RATE PORTFOLIOS
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Pilgrim VP MagnaCap Portfolio
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Pilgrim ING VP Research Enhanced Index Portfolio
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Pilgrim ING VP Growth Opportunities Portfolio
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Pilgrim ING ▇▇ ▇▇▇▇▇▇ Opportunities Portfolio
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Pilgrim ING VP Growth + Value Portfolio
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Pilgrim ING VP SmallCap Opportunities Portfolio
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Pilgrim ING VP International Value Portfolio
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Pilgrim ING VP High Yield Bond Portfolio
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Scheduled dated: May 1, 2001
SCHEDULE B
COMPANY ASSETS IN PILGRIM VARIABLE PRODUCTS TRUST PORTFOLIOS
AS OF 4/30/2001
ASSETS AS OF 4/30/2001 PORTFOLIO - CLASS R
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$1,036,471 Pilgrim VP MagnaCap Portfolio
$6,721,811 Pilgrim VP Research Enhanced Index Portfolio
$3,366,373 Pilgrim VP Growth Opportunities Portfolio
$1,331,426 Pilgrim ▇▇ ▇▇▇▇▇▇ Opportunities Portfolio
$49,251,517 Pilgrim VP Growth + Value Portfolio
$66,024,063 Pilgrim VP SmallCap Opportunities Portfolio
$15,658,399 Pilgrim VP International Value Portfolio
$4,405,089 Pilgrim VP High Yield Bond Portfolio