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EXHIBIT 10.(q)
ADMINISTRATIVE SERVICES AGREEMENT
This Service Agreement (this "Agreement"), dated as of March 1, 2003 is
entered into by and between ReliaStar Life Insurance Company of New York, a New
York insurance company ("Company") and the affiliated companies specified in
Exhibit A hereto (each such affiliated company referred to herein as "Service
Provider").
WITNESSETH:
WHEREAS, the parties are affiliates under the common control of ING
Groep, N.V.; and
WHEREAS, each Service Provider possesses certain resources, including
experienced personnel, facilities and equipment, which enables it to provide
certain administrative, management, professional, advisory, consulting and other
services to support the Company's business; and
WHEREAS, Company desires Service Provider to perform certain
administrative and other services as more fully described below (collectively,
"Services") for the Company in its insurance operations, as Company may request,
such Services to be provided either directly by Service Provider or by third
parties with which Service Provider has negotiated agreements for the benefit of
the Company and other affiliates; and
WHEREAS, for the convenience of the parties, each Service Provider and
Company wish to enter into a single contract which will establish the
contractual rights and obligations as between each Service Provider and Company
but not as between the Service Providers; and
WHEREAS, Service Provider and the Company contemplate that such an
arrangement will achieve certain operating economies and improve Services to the
benefit of the Company; and
WHEREAS, Service Provider and the Company wish to assure that (i) all
charges incurred hereunder for Services are reasonable and in accordance with
the requirements of New York Insurance Department Regulation No. 33; and (ii) to
the extent practicable, such charges reflect actual costs and are arrived at in
a fair and equitable manner; and (iii) charges reflecting estimated costs,
whenever used, are adjusted periodically, to bring them into alignment with
costs actually incurred; and
NOW, THEREFORE, in consideration of the premises and of the mutual
promises set forth herein, and intending to be legally bound thereby, each
Service Provider and the Company agree as follows.
1. PEFORMANCE OF SERVICES.
(a) PROVISION OF SERVICES. Subject to the terms and conditions
of this Agreement, Service Provider agrees, to the extent requested by Company,
to provide such
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Services as described in Exhibit B, and as specified to be provided by such
Service Provider in Exhibit C ("Services"), for Company as Company determines to
be reasonably necessary in the conduct of its insurance operations. Service
Provider may also negotiate with third parties for such Services to be provided
pursuant to agreements for the benefit of Company and affiliates.
(b) PERFORMANCE STANDARDS. Service Provider agrees that in
performing or providing functions or services hereunder, it shall use that
degree of ordinary care and reasonable diligence that an experienced and
qualified provider of similar services would use acting in like circumstances
and experience in such matters and in accordance with the standards, practices
and procedures established by Service Provider for its own business. Service
Provider shall perform services according to servicing standards of the Company
or such other standards as may be mutually agreed upon by the Company and
Service Provider. Service Provider shall comply with all laws, regulations,
rules and orders applicable to (i) the Company with respect to the services
provided hereunder or (ii) Service Provider. Service Provider agrees to maintain
sufficient facilities and trained personnel of the kind necessary to perform the
services under this Agreement.
(c) UNDERWRITING. With respect to any underwriting services
that are provided to Company by Service Provider pursuant to this Agreement, it
is understood that (i) Service Provider shall provide such services in
accordance with Company's underwriting guidelines and procedures; and (ii)
Company shall retain all final underwriting authority.
(d) COLLECTION AND HANDLING OF PREMIUMS AND OTHER FUNDS. With
regard to the collection of premiums, deposit and other remittances from
policyholders (including payment of principal or interest on contract loans) and
from any collection facility, including intermediaries and other persons or
institutions that receive remittances with respect to Company's business Company
shall either (i) perform these services on its own behalf; (ii) shall establish
a lock-box bank arrangement in its name for the deposit of amounts collected and
Service Provider employees shall direct the disbursement of funds from the
lock-box bank arrangement; or (iii) in the event a lock-box bank arrangement is
not used, Service Provider shall act in a fiduciary capacity with respect to
such payments, hold such payments for the benefit of Company, and after the
required processing of such payments, will immediately deposit such payments in
one or more bank accounts established by Company and subject to the control of
officers of Company.
(e) CLAIMS PROCESSING. It is understood that (i) Service
Provider shall provide such services in accordance with the claims guidelines
and procedures established and approved by Company's Board of Directors or
committees thereof from time to time and communicated in writing to Service
Provider by Company; and (ii) Company shall retain final approval authority for
all claims. Payment of claims shall be made using Company's checks. In
performing claims services for Company pursuant to this Agreement, Service
Provider shall obtain and maintain all necessary licenses and permits required
in order to comply with applicable laws and regulations, including an
independent adjuster's license as appropriate.
(f) PERSONAL CONTACT OR COMMUNICATION WITH COMPANY
POLICYHOLDERS. In providing services with respect to this Agreement, Service
Provider agrees that any and all
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personal contact or communication, both oral and written, with Company
policyholders, insureds, beneficiaries and applicants will be done in the name
of and on behalf of Company. (As used herein, the term "policyholders" shall
include annuity contractholders and the term "policies" shall include annuity
contracts.) No mention of Service Provider will be made in any such personal
contact or communication with Company policyholders, insureds, beneficiaries or
applicants. Service Provider agrees to use Company letterhead for all such
written communications. Service Provider further agrees that if any of its
employees who have direct contact with Company policyholders, insureds,
beneficiaries or applicants perform such services from a location outside the
State of New York, Service Provider will establish and maintain a toll free
telephone number for use by Company policyholders, insureds, beneficiaries and
applicants.
(g) CAPACITY OF PERSONNEL AND STATUS OF FACILITIES. Whenever
Service Provider utilizes its employees to perform Services for Company pursuant
to this Agreement, such personnel shall at all times remain employees of Service
Provider subject solely to its direction and control, and Service Provider shall
alone retain full liability to such employees for their welfare, salaries,
fringe benefits, legally required employer contributions and tax obligations. No
facility of Service Provider used in performing Services for or subject to use
by Company shall be deemed to be transferred, assigned, conveyed or leased by
such performance or use pursuant to this Agreement.
(h) EXERCISE OF JUDGMENT IN RENDERING SERVICES. In providing
any Services hereunder that require the exercise of judgment by Service
Provider, Service Provider shall perform any such Service in accordance with the
standards set forth herein and any additional guidelines Company develops and
communicates to Service Provider. In performing any Services hereunder, Service
Provider shall at all times act in a manner reasonably calculated to be in or
not opposed to the best interests of Company.
(i) CONTROL. The performance of Services by Service Provider
for Company pursuant to this Agreement shall in no way impair the absolute
control of the business and operations of Service Provider or Company by their
respective Boards of Directors. Service Provider shall act hereunder so as to
assure the separate operating identity of Company. The performance of Service
Provider under this Agreement with respect to the business and operations of
Company shall at all times be subject to the direction and control of the Board
of Directors of Company.
(j) PROMOTIONAL, SALES AND ADVERTISING MATERIALS. Company shall
be responsible for all promotional, sales and advertising materials. Pursuant to
New York Insurance Department Regulation 34-A, Company is responsible for
issuing the final approval of all of its promotional, sales and advertising
materials prior to its use. Service Provider shall use only such documents as
have been approved by Company. Company shall maintain all promotional, sales and
advertising materials at its home office and in accordance with the New York
Insurance Department Regulation 34-A.
2. CHARGES; PAYMENTS.
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(a) CHARGES. Company agrees to reimburse Service
Provider at cost for services and facilities provided by Service Provider
pursuant to this Agreement. The charge to Company for such services and
facilities shall include all direct and indirectly allocable expenses. The
methods for allocating expenses to Company shall be determined in accordance
with the requirements prescribed in Department Regulation No. 33. Such methods
shall be modified and adjusted by mutual agreement where necessary or
appropriate to reflect fairly and equitably the actual incidence of cost
incurred by Service Provider on behalf of Company.
(b) PAYMENTS. Service Provider shall submit to Company
within fifteen (15) days of the end of each calendar month a written statement
of the amount estimated to be owed by Company for services and the use of
facilities pursuant to this Agreement in that calendar month, and Company shall
pay to Service Provider within fifteen (15) days following receipt of such
written statement the amount set forth in the statement. Within sixty (60) days
after the end of each calendar year, Service Provider shall submit to Company a
statement of actual apportioned expenses for such prior calendar year showing
the basis for the apportionment of each item. Company may request a written
statement from Service Provider setting forth, in reasonable detail, the nature
of the services rendered or expense incurred and other relevant information to
support the charge. Any difference between the amount of the estimated
apportioned expenses paid by Company and the amount of the actual apportioned
expenses shall be paid to either the Service Provider or Company, as the case
may be, within fifteen (15) days of the statement of actual apportioned
expenses.
3. RECORDS.
(a) MAINTENANCE OF BOOKS. The Service Provider and Company
each shall maintain its own books, accounts and records in such a way as to
disclose clearly and accurately the nature and detail of the transactions
between them, including such accounting information as is necessary to support
the reasonableness of charges under this Agreement, and such additional
information as Company may reasonably request for purposes of its internal
bookkeeping and accounting operations. Service Provider shall keep such books,
records and accounts insofar as they pertain to the computation of charges
hereunder available for audit, inspection and copying by Company and persons
authorized by it or any governmental agency having jurisdiction over Company
during all reasonable business hours.
(b) OWNERSHIP AND CUSTODY OF RECORDS. All records, books,
and files established and maintained by Service Provider by reason of its
performance of services under this Agreement, which absent this Agreement would
have been held by the Company, shall be deemed the property of the Company and
shall be maintained in accordance with applicable law and regulation, including,
but not limited to, Regulation No.152. Such records should be available, during
normal business hours, for inspection by Company, anyone authorized by the
Company, and any governmental agency that has regulatory authority over
Company's business activities. Copies of such records, books and files shall be
delivered to Company on demand. All such records, books and files shall be
promptly transferred to Company by Service Provider upon termination of this
Agreement, or to the new Service Provider in the event a service is provided by
a different Service Provider. Service Provider shall maintain appropriate
disaster
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recovery processes and procedures, including provision of access to back up
records and to a disaster recovery site for records.
(c) ACCOUNTING SERVICES. All records shall be maintained in
accordance with New York Insurance Department Regulation No. 152 (11 NYCRR 243).
In addition to the foregoing, a computer terminal, which is linked to the
electronic system that generates the electronic records that constitute
Company's books of account, shall be kept and maintained at Company's principal
office in New York. During all normal business hours, there shall be ready
availability and easy access through such terminal (either directly by New York
Insurance Department personnel or indirectly with the aid of Company's
employees) to the electronic media used to maintain the records comprising
Company's books of account. The electronic records shall be in a readable form.
Service Provider shall maintain format integrity and compatibility of the
electronic records that constitute Company's books of account. If the electronic
system that created such records is to be replaced by a system with which the
records would be incompatible, Service Provider shall convert such pre-existing
records to a format that is compatible with the new system.
Service Provider shall maintain acceptable backup (hard copy or another durable
medium, as defined in Regulation No. 152, as long as the means to access the
durable medium is also maintained at Company's principal office) of the records
constituting Company's books of account. Such backup shall be forwarded to
Company on a monthly basis and shall be maintained by Company at its principal
office in New York. If the electronic system being used to maintain the records
which comprise Company's accounting records is to be replaced by a system
incompatible with the existing system, Service Provider shall ensure that all
pre-existing records are accessible with the new system.
(d) AUDIT. Company and persons authorized by it or any
governmental agency having jurisdiction over Company shall have the right, at
Company's expense, to conduct an audit of the relevant books, records and
accounts of Service Provider upon giving reasonable notice of its intent to
conduct such an audit. In the event of such audit, Service Provider shall give
to the party requesting the audit reasonable cooperation and access to all
books, records and accounts necessary to audit during normal business hours.
4. RIGHT TO CONTRACT WITH THIRD PARTIES. Nothing herein shall
be deemed to grant Service Provider an exclusive right to provide Services to
Company to the extent not requested by Company pursuant to this Agreement, and
Company retains the right to contract with any third party, affiliated or
unaffiliated, for the performance of services or for the use of facilities as
are available to or have been requested by Company pursuant to this Agreement.
Service Provider with Company's consent, shall have the right to subcontract
with any third party for the performance of Services requested by Service
Provider provided that Service Provider shall remain responsible for the
performance of services by any such subcontractors; and provided further that
the charges for any such services subcontracted to an affiliate shall be
determined on one or more of the bases described in Paragraph 2.
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5. TERMINATION.
(a) TERMINATION. This Agreement shall remain in effect
until terminated in whole or in part by either Company or Service Provider upon
giving ninety (90) days or more advance written notice, provided that electronic
data processing services shall not be terminated by either party until one
hundred and eighty (180) days or more advance written notice of termination.
Subject to the terms (including any limitations and restrictions) of any
applicable software licensing agreement then in effect between Service Provider
and any licensor, Service Provider shall, upon termination of this Agreement,
grant to Company a perpetual license, without payment of any fee, in any
electronic data processing software developed or used by Service Provider in
connection with the services provided to Company hereunder, if such software is
not commercially available and is necessary, in Company's reasonable judgment,
for Company to perform subsequent to termination the functions provided by
Service Provider hereunder. Upon termination, Service Provider shall promptly
deliver to Company all books and records that are, or are deemed by this
Agreement, the property of Company.
(b) SETTLEMENT UPON TERMINATION. No later than sixty (60)
days after the effective date of termination of this Agreement Service Provider
shall deliver to Company detailed written statements for all charges incurred
and not included in any previous statements to the effective date of
termination. The amounts owed or to be refunded hereunder shall be due and
payable within fifteen (15) days of receipt of such statements, unless Company
sends written notice that such amounts are disputed.
6. ARBITRATION.
(a) Any dispute or difference with respect to the
operation or interpretation of this Agreement on which an amicable understanding
cannot be reached shall be settled by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association and the
Expedited Procedures thereof.
(b) The arbitration shall be held in New York, New York,
or such other place as may be mutually agreed between Company and Service
Provider, and the arbitration panel shall consist of three arbitrators who must
be active or retired executive officers of life insurance companies other than
the parties to this Agreement, their affiliates or subsidiaries. Service
Provider shall appoint one arbitrator and Company the second. Such arbitrators
shall then select the third arbitrator before arbitration commences. Should one
of the parties decline to appoint an arbitrator or should the two arbitrators be
unable to agree upon the choice of a third, such appointment shall be left to
the American Arbitration Association.
(c) Decisions of the arbitrators shall be by majority
vote. The award rendered by the arbitrators shall be final and binding upon the
parties, and judgment upon the award rendered by the arbitrators may be entered
in any Court having jurisdiction thereof. Each party shall bear its own costs of
the arbitration, except that the fees of the arbitrators shall be borne equally
by the parties.
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7. CONTACT PERSON(S). Service Provider and Company shall
appoint one or more individuals who shall serve as contact person(s) for the
purpose of carrying out this Agreement. Such contact person(s) shall be
authorized to act on behalf of their respective parties as to the matters
pertaining to this Agreement. Effective upon execution of this Agreement, the
initial contact person(s) shall be as set forth in Exhibit A. Each party shall
notify the other, in writing, as to the name, address and telephone number of
any replacement for any such designated contact person.
8. NOTICE. All notices, statements or requests provided for
hereunder shall be in writing and shall be deemed to have been given when
delivered by hand to the person designated in Exhibit A for such or when sent by
certified or registered mail, postage prepaid or overnight courier service or
upon confirmation of transmission if sent by telecopier or e-mail to such
person.
9. WAIVER. The failure of Service Provider or Company to
insist on strict compliance with this Agreement, or to exercise any right or
remedy under this Agreement, shall not constitute a waiver of any rights
provided under this Agreement, nor estop the parties from thereafter demanding
full and complete compliance nor prevent the parties from exercising such a
right or remedy in the future.
10. CONFLICT WITH LAW. The invalidity or unenforceability of
any term or provision of this Agreement shall not affect the validity or
enforceability of any other term or provision hereof. If any provision of this
Agreement should be invalidated or superseded by specific law or regulation,
such law or regulation shall control to the extent of such conflict without
affecting the remaining provisions of this Agreement.
11. NO THIRD PARTY BENEFICIARIES. Except as otherwise
specifically provided for herein, nothing in this Agreement is intended or shall
be construed to give any person, other than the parties hereto, their successors
and permitted assigns, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision contained herein.
12. RELATIONSHIP OF THE PARTIES. This Agreement creates no
contractual relationship between the Service Providers party hereto, and the
provisions of this Agreement shall apply solely to each Service Provider and
Company as if each Service Provider had entered into a separate agreement with
Company conforming to this Agreement. Nothing contained in this Agreement shall
be construed to create the relationship of joint venture or partnership between
Service Provider and Company. Service Provider is an independent contractor and
shall be free, subject to the terms and conditions of this Agreement, to
exercise judgment and discretion with regard to the conduct of business.
13. ASSIGNMENT. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors, permitted
assigns and legal representatives. Neither this Agreement, nor any right
hereunder, may be assigned by Service Provider or Company (in whole or in part)
without the prior written consent of the other.
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14. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties, and no other agreement, statement or promise not
contained in this Agreement shall be valid or binding.
15. AMENDMENT. This Agreement may be amended only by mutual
consent in writing signed by both parties.
16. SECTION HEADINGS. Section headings contained herein are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.
17. COUNTERPARTS. This Agreement may be executed in one or more
separate counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
18. GOVERNING LAW. This Agreement is entered into pursuant to
and shall be governed by, interpreted under, and the rights of the parties
determined in accordance with, the laws of the State of New York.
19. PRIVACY RIGHTS. The parties each hereby acknowledge and
agree to comply with all confidentiality and security obligations imposed on
them, in connection with the collection, use, disclosure, maintenance and
transmission of personal, private, health or financial information about
individual policyholders or benefit recipients, including without limitation,
those laws currently in place and those that may become effective during the
term hereof, including without limitation, the following: Gramm-Leach-Bliley
Act, the Health Insurance Portability and Accountability Act of 1996, IICFA
Internet Security Policy and any other applicable Federal laws and regulations
or applicable laws and regulations as enacted in various states and any existing
and future rules and regulations promulgated thereunder. The parties each agree
to comply therewith and to fully cooperate with each other and their contractors
to the extent reasonably necessary to allow the other (and such contractors) to
comply therewith. Service Provider shall immediately report to Company any use
or disclosure of any information in violation of this Agreement of which Service
Provider becomes aware.
20. CONFIDENTIALITY (a) Service Provider and Company agree that
all non-public information pertaining to the business of either party, and to
policyholders or claimants under any insurance policy, shall be confidential
and, unless specifically designated otherwise, be held in strict confidence and
not disclosed to any (i) non-affiliated third party unless written authorization
to make such disclosure has been given by the appropriate party, or unless
required by law, rule, regulation, a lawful order of a governmental or judicial
entity; or (ii) contractor, unless all of the following are satisfied (A) such
use or disclosure is permitted herein in connection with the Services, (B) such
use or disclosure is necessary in connection therewith, (C) such use or
disclosure complies with the privacy rights provision in Section 21 hereof, and
(D) such use or disclosure is only to those contractors who agreed to comply
with the terms herewith in a written confidentiality agreement. The parties
further agree that any such confidential information acquired during the course
of this Agreement shall continue to be treated as confidential information for a
period of five (5) years from the termination of this Agreement.
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(b) The parties agree that the requirement of confidentiality
under this Agreement also applies to their employees and agents. Each party
shall use reasonable efforts to assure that its employees and agents adhere to
the confidentiality requirements set forth herein. It is agreed by the parties,
however, that use and disclosure of confidential information by employees and
agents is authorized to the extent necessary to carry out the terms and purposes
of this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in duplicate by their respective duly authorized officers below.
ReliaStar Life Insurance Company of
New York
By:
-----------------------------------
Name: /s/Paula Cludray-Engelke
---------------------------------
Title: Secretary
--------------------------------
Equitable Life Insurance Company of Iowa
By:
-----------------------------------
Name: /s/Paula Cludray-Engelke
---------------------------------
Title: Secretary
-------------------------------
Golden American Life Insurance Company
By:
-----------------------------------
Name: /s/Paula Cludray-Engelke
---------------------------------
Title: Secretary
-------------------------------
ING Financial Advisers, LLC
By:
-----------------------------------
Name: /s/ John F. Todd
---------------------------------
Title: Assistant Secretary
--------------------------------
ING Life Insurance and Annuity Company
By:
---------------------------------
Name: /s/Paula Cludray-Engelke
---------------------------------
Title: Secretary
-------------------------------
ING North America Insurance Corporation
By:
---------------------------------
Name: /s/ John F. Todd
---------------------------------
Title: Assistant Secretary
--------------------------------
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ReliaStar Life Insurance Company
By:
---------------------------------
Name: /s/Paula Cludray-Engelke
---------------------------------
Title: Secretary
--------------------------------
Security Connecticut Life Insurance Company
By:
-----------------------------------
Name: /s/Paula Cludray-Engelke
---------------------------------
Title: Secretary
--------------------------------
Security Life of Denver Insurance Company
By:
-----------------------------------
Name: /s/Paula Cludray-Engelke
---------------------------------
Title: Secretary
--------------------------------
Southland Life Insurance Company
By:
-----------------------------------
Name: /s/Paula Cludray-Engelke
----------------------------------
Title: Secretary
--------------------------------
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LIST OF EXHIBITS
A Service Providers
B-1 Underwriting and New Business Processing Services
B-2 Producer Licensing, Contracting and Compensation Services
B-3 Policyowner and Claims Processing Services
B-4 Business Unit Actuarial and Financial Management Services
B-5 Information Services
B-6 Legal, Risk Management and Compliance Services
B-7 Human Resource Services
B-8 Marketing and Sales Promotion Services
B-9 Tax Services
B-10 Reinsurance Management and Administration Services
B-11 Management Services
B-12 Procurement, Supply, Printing, Record, File, Mail, Supply and Real Estate
Management Services
B-13 Corporate Accounting, Finance and Treasury Services
B-14 Pricing, Trading, Performance Reporting and Accounting Services for
Variable Products
C Services Chart
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EXHIBIT A
SERVICE PROVIDERS
<Table>
<Caption>
COMPANY CONTACT NOTICE
- -------------------------------------------- -------------------------------------------- ----------------------------------------
ReliaStar Life Insurance Company of New York William Bonneville Principal Legal Counsel
1000 Woodbury Road, Suite 102 ReliaStar Life Insurance Company of New York ReliaStar Life Insurance Company of
Woodbury, NY 11797 1000 Woodbury Road, Suite 102 New York
Woodbury, NY 11797 1000 Woodbury Road, Suite 102
Woodbury, NY 11797
</Table>
<Table>
<Caption>
SERVICE PROVIDER CONTACT NOTICE
- -------------------------------------------- -------------------------------------------- ----------------------------------------
Equitable Life Insurance Company of Iowa Keith Gubbay Principal Legal Counsel
909 Locust Street Equitable Life Insurance Company of Iowa Equitable Life Insurance Company of Iowa
Des Moines, IA 50309 909 Locust Street 909 Locust Street
Des Moines, IA 50309 Des Moines, IA 50309
Golden American Life Insurance Company Keith Gubbay Principal Legal Counsel
1475 Dunwood Drive Golden American Life Insurance Company Golden American Life Insurance Company
West Chester, PA 19380 1475 Dunwood Drive 1475 Dunwood Drive
West Chester, PA 19380 West Chester, PA 19380
ING Financial Advisers LLC Bess Twyman Principal Legal Counsel
151 Farmington Avenue ING Financial Advisers LLC ING Financial Advisers LLC
Hartford, CT 06156 151 Farmington Avenue 151 Farmington Avenue
Hartford, CT 06156 Hartford, CT 06156
ING Life Insurance and Annuity Company Keith Gubbay Principal Legal Counsel
151 Farmington Avenue ING Life Insurance and Annuity Company ING Life Insurance and Annuity Company
Hartford, CT 06156 151 Farmington Avenue 151 Farmington Avenue
Hartford, CT 06156 Hartford, CT 06156
ING North America Insurance Corporation Scott Burton Principal Legal Counsel
5780 Powers Ferry Road, NW ING North America Insurance Corporation ING North America Insurance Corporation
Atlanta, GA 30327 5780 Powers Ferry Road, NW 5780 Powers Ferry Road, NW
Atlanta, GA 30327 Atlanta, GA 30327
ReliaStar Life Insurance Company Keith Gubbay Principal Legal Counsel
20 Washington Avenue South ReliaStar Life Insurance Company ReliaStar Life Insurance Company
Minneapolis, MN 55401 20 Washington Avenue South 20 Washington Avenue South
Minneapolis, MN 55401 Minneapolis, MN 55401
Security Connecticut Life Insurance Company Keith Gubbay Principal Legal Counsel
20 Security Drive Security Connecticut Life Insurance Company Security Connecticut Life Insurance
Avon, CT 06001 20 Security Drive Company
Avon, CT 06001 20 Security Drive
Avon, CT 06001
Security Life of Denver Insurance Company Keith Gubbay Principal Legal Counsel
1290 Broadway Security Life of Denver Insurance Company Security Life of Denver Insurance
Denver, CO 80203 1290 Broadway Company
Denver, CO 80203 1290 Broadway
Denver, CO 80203
Southland Life Insurance Company Keith Gubbay Principal Legal Counsel
5780 Powers Ferry Road, NW Southland Life Insurance Company Southland Life Insurance Company
Atlanta, GA 30327 5780 Powers Ferry Road, NW 5780 Powers Ferry Road, NW
Atlanta, GA 30327 Atlanta, GA 30327
</Table>
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Exhibit B-1
Underwriting and New Business Processing Services
Services related to underwriting and new business processes including:
1. Underwriting and risk consulting services.
2. Analysis of underwriting standards.
3. Assistance and advice in the development of appropriate underwriting
standards in accordance with all laws and regulations of the Company's
state.
4. Perform underwriting in accordance with Company guidelines.
5. Provide medical and/or technical support and advice to underwriting.
6. Approve for issue all applications which meet underwriting criteria.
7. Process all approved applications and issue and deliver policies to
policyholders.
8. Financial and other reporting in connection with underwriting and new
business processing.
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Exhibit B-2
Producer Licensing, Contracting and Compensation Services
Services related to producer licensing and contracting including:
1. Assist with pre-appointment investigations of producers.
2. Administer producer licenses, and contracts and maintain a computer
database for license and contract status.
3. Assist in development of and administer producer compensation and
commission accounting.
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Exhibit B-3
Policyowner and Claims Processing Services
Services related to policyowner and claims processing including:
1. Billing, collection, administration and accounting for premiums, contract
payments and withdrawals, and maintenance of customer and beneficiary
accounts.
2. Customer service including response to customer inquiries by telephone or
letter, administration of changes to customer and beneficiary accounts.
3. Administration of policy changes.
4. Administration and customer support for claims, annuitizations,
rollovers, contract payouts, distribution of benefits and conservation.
5. Processing claims and/or rendering, medical or technical support and
advice relating to the processing, settlement and payment of claims.
6. Surrender, lapse and maturity processing.
7. Financial and other reporting in connection with premiums, policyowner
and processing services.
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Exhibit B-4
Business Unit Actuarial and Financial Management Services
Actuarial and financial management related services including:
1. Actuarial consulting services, including clerical, technical and product
actuarial support and product development support.
2. Preparing actuarial reports, opinions and memoranda and assistance with
asset/liability management and cash flow testing.
3. Conducting product experience studies.
4. Preparing reserve calculations and valuations.
5. Development of new products.
6. Evaluation of product performance versus expectations.
7. Consultation and technical assistance in all matters relating to
corporate financing, cash management, financial analysis and financial
systems and programming.
8. Internal and external management reporting services, including
coordination of annual planning process, preparation and consolidation of
monthly operation results, management and policyholder information
reports (e.g., annual reports), maintenance of reporting systems and
provision of cost account reports and services.
9. Premium accounting.
10. Assisting in development of budgets, business plans and financial models.
11. Determine and make entries, and prepare books of account including
general ledgers, transaction ledgers and trial balances which will be
reviewed for accuracy by officers of Company.
12. Prepare financial statements and reports, including annual, quarterly and
monthly GAAP and statutory financial statements.
13. Enter data regarding customer records information related to premium or
annuity considerations sent to lockboxes, provided that Company will
verify that all such information is accurate and properly reflected.
14. Arrange bank accounts in the name and control of Company, and processing
receipts and disbursements subject to the direction and control of
Company subject to the provisions of Section 1(d) of the Agreement.
15. Commission accounting, including calculation of commissions and
generation and delivery of checks.
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Exhibit B-5
Information Services
Services related to information management including:
1. Professional, technical, supervisory, programming and clerical support
for information services.
2. Informational and computer services may be in the nature of applications
and programming support, enhancing existing systems, helping to install
new systems.
3. Develop data processing systems strategy.
4. Implement systems strategy.
5. Program computers.
6. Provide data center services, including maintenance and support of
mainframe and distribution process hardware and software.
7. Standard systems for product administration, accounts payable, accounting
and financial reporting, human resource management and inventory control.
8. Manage data and voice communications systems.
9. Manage local area networks and other desktop software and systems.
10. Provide data security and maintain effective disaster recovery program.
11. Purchase hardware, software and supplies.
18
<Page>
Exhibit B-6
Legal, Risk Management and Compliance Services
Services related to legal, risk management and compliance including:
1. Provide counsel, advice and assistance in any matter of law, corporate
governance and governmental relations, including advisory and consulting
services, in connection with the maintenance of corporate existence,
licenses, dealings with regulatory agencies, development of products,
contracts and legal documents, product approvals, registration and filing
of insurance and securities products, handling of claims and matters
involving legal controversy, assist with dispute resolution, select,
retain and manage outside counsel and provide other legal services as
reasonably required or requested.
2. Provide assistance in any matter relating to risk management, including
procurement of fidelity bond insurance, blanket bonds, general liability
insurance, property damage insurance, directors' and officers' liability
insurance, workers compensation, and any other insurance purchased by the
Company.
3. Assist in the development and maintenance of a corporate compliance
program and a state insurance fraud reporting program. Assist in
maintaining appropriate records and systems in connection with the
Company's compliance obligations under applicable state law.
4. Provide assistance with internal audit including review of operational
procedures, performance of compliance tests, and assistance to
independent auditors.
19
<Page>
Exhibit B-7
Human Resource Services
Services related to human resource management including:
1. Personnel recruiting and support services.
2. Design and implementation of human resources training.
3. Compensation studies and benefits consulting.
4. Support employee communications.
5. Payroll services.
6. Benefits compensation and design and administration.
7. Employee relations.
20
<Page>
Exhibit B-8
Marketing and Sales Promotion Services
Services related to marketing and sales promotion including:
1. Prepare sales promotional items, advertising materials and art work,
design, text and articles relevant to such work, including clerical,
technical and supervisory support and related communications.
2. Support general communications with producers.
3. Conduct formal insurance market research.
4. Develop sales illustrations, advertising materials, and software for
products, in compliance with state laws.
5. Design and implement training programs, including product and industry
developments and legal compliance.
6. Distribute to employees and/or agents underwriting guidelines for the
products, where applicable.
7. Analyze and develop compensation and benefit plans for general agents and
agents.
8. Plan and support of producer conferences.
21
<Page>
Exhibit B-9
Tax Services
Services related to tax including:
1. Maintenance of tax compliance, including tax return preparation and
review of financial statement tax provisions.
2. Management of tax and audit appeals, including processing information
requests, protest preparation, and participation in any appeals
conference.
3. Direction of tax research and planning, including research of compliance
issues for consistency, development of tax strategies and working with
new legislative proposals.
4. Administration of tax liens, levies and garnishment of wages of Company
employees and agents
22
<Page>
Exhibit B-10
Reinsurance Management and Administration Services
Services related to reinsurance management and administration including:
1. Advise with respect to reinsurance retention limits.
2. Advice and support with respect to negotiation of reinsurance treaties.
3. Advice and support with respect to the management of reinsurer
relationships.
23
<Page>
Exhibit B-11
Management Services
Services related to general management including:
1. Consultative and advisory services to the Company's senior executive
officers and staff with respect to conduct of the Company's business
operations and the execution of directives and resolutions of the
Company's Board of Directors pertaining to business operations and
functions, including provision of personnel to serve as officers and
directors of Company.
2. Consultation and participation in the Company's strategic planning
process; the development of business goals, objectives and policies; the
development of operational, administrative and quality programs;
preparation of financial and other reports; and the coordination of such
processes, goals, objectives, policies and programs with those of the
holding company.
3. Advice and assistance with respect to maintenance of the Company's
capital and surplus, the development and implementation of financing
strategies and plans and the production of financial reports and records.
4. Representation of the Company's interests at government affairs and
industry meetings; participation in the deliberation and affairs of trade
associations and promotion of the Company's products and relationships
with the public.
5. Consultative, advisory and administrative services to the Company's
senior executive officers and staff in respect to development,
implementation and administration of human resource programs and
policies, the delivery of communications and information to employees
regarding enterprise plans, objectives and results; and the maintenance
of employee relations, morale and developmental opportunities.
6. Direction and performance of internal audits and arrangement for
independent evaluation of business processes and internal control.
24
<Page>
Exhibit B-12
Procurement, Supply, Printing, Record, File, Mail and Real Estate
Management Services
Services related to procurement, supplies, printing, records, files, mail and
real estate management including:
1. Procurement and supply purchasing services, including negotiation of
supply and services purchasing agreements and distribution of supplies.
2. Printing, record, file, mail and supply services including, maintaining
policy files; document control; production and distribution of standard
forms, stationary, business cards and other material; arrangement of
warehouse storage space; supply fulfillment; mail processing, delivery
and shipping; participation in purchasing agreements; retrieval and
production of documents for regulatory examinations and litigation; and
development and administration of record retention programs.
3. Real estate management services.
25
<Page>
Exhibit B-13
Corporate Accounting, Finance and Treasury Services
Services related to corporate accounting, finance and treasury including, but
not limited to:
1. Accounts Payable: Making vendor payments, monitoring recurring payments,
processing stop payments, preparation and filing sales and use tax
reports and returns, responding to questions from vendors, processing
travel and expense reports, maintaining check stock and providing copies
of check images to the Companies.
2. Fixed Assets: Accounting for real estate transactions, maintaining the
fixed asset records and processing payments for property taxes.
3. General Ledger: Processing journal entries, processing expense
allocations, establishing and maintaining accounts and cost centers,
processing intercompany transactions and processing the monthly closing.
4. Financial Reporting: Generating applicable monthly, quarterly and annual
financial statements on statutory, US GAAP, tax and ING (Dutch) GAAP
bases; monitoring changes to statutory, US GAAP, tax and ING GAAP
accounting standards; corresponding and coordinating reporting to
regulatory agencies; coordinating the external audit with the external
auditors; coordinating external examinations with state insurance
departments; preparing and filing RBC calculations, preparing and filing
escheat reports, preparing and filing benefit plan reports, and preparing
other required regulatory filings.
5. Treasury/Cash Management: Maintaining banking relationships, performing
cash management procedures and short-term investment of cash balances,
and processing of wire transfers.
6. Other: Preparing budget and planning reports for finance shared services,
monitoring suspense account reports and other matters as requested by
each Company, and management of external auditor relations.
7. Consultation and technical assistance in matters related to corporate
financing, cash management, financial analysis, capital and surplus,
specialized financial systems and programming, and development of
budgets, business plans and financial models.
8. Investment accounting services, including interface with Company
investment manager for documentation of investment transactions,
recording financial activity and compliance reporting.
9. Internal and external management reporting services, including
coordination of annual planning process, preparation and consolidation of
monthly operation results, management and policyholder information
reports (e.g., annual reports), maintenance of reporting systems and
provision of cost account reports and services.
26
<Page>
Exhibit B-14
Pricing, Trading, Performance Reporting and
Accounting Services for Variable Products
Services related to support of day to day pricing, trading, performance
reporting and accounting operations for variable products, including but not
limited to:
1. Pricing. Collect pricing information (net asset value and ordinary
income / capital gain distributions) from Investment Companies, and
where applicable, calculate the variable account unit value. Provide
pricing information to the applicable administrative systems / business
units and external business partners; pricing calculations for insurance
products shall be reported as required by the prospectus for each
product.
2. Trading. Collect net trade data from administrative systems, consolidate
to a legal entity level per investment option, and submit to Investment
Companies; on a daily basis reconcile the shares / trade per to
Investment Company; provide wire data for the settlement of trades
placed.
3. Accounting. Post to ledger the entries supporting the trades and wires
processed; entries will include any applicable Variable Annuity Account
contract charges; daily reconcile entries posted to ledger / market value
to Variable Annuity Account liability / reserve; provide Variable Annuity
Account data for the Financials and Insurance Company Schedule D.
4. Investment Company Revenue. Calculate asset based revenue /
sub-accounting fees monthly and post accruals to the ledger; collect
revenue from investment companies in a timely manner; reconcile amounts
received to the estimated calculated, and book actual payments to ledger.
5. Performance Reporting. Calculate product and investment option level
returns in accordance with SEC and NASD guidelines; provide returns to
ING applications, web sites, marketing, and field.
27
<Page>
Exhibit C
RLNY Functional Services by Product Group and Provider Company
<Table>
<Caption>
DISTRIBUTION
DIVISION LIFE COMPANY PROVIDING SERVICE
- -------------------------------------- ----------------------------------------------------------
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Retail fixed life products R R R R R R E S B R R H H H G
Retail variable life products R R D R R R E S B R R H H H R3
Retail fixed annuities R R R E B R R H H H G
Retail variable annuities R R R E B R R H H H G
Retail FGA: fixed annuities E E E E G B E E H H H G
Retail FGA: variable annuities E E E E G B E E H H H G
worksite group life and health R R R R R R R R R R H H1 H R
worksite payroll deduction R R R A R R R R3 R R R H H1 H R
worksite 401(k) A A A A A A A A A A A H H H A
ING Re life & health re products R R R R R R H H H R
<Caption>
DISTRIBUTION
DIVISION LIFE COMPANY PROVIDING SERVICE
- -------------------------------------- ----------------------------------------------------------
16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
Retail fixed life products G R H R R R G E H H H H H H
Retail variable life products R R H R R R R2 E H H H H H H A
Retail fixed annuities G R H R R R E H H H H H H
Retail variable annuities G R H R R R E H H H H H H A
Retail FGA: fixed annuities G E H E E G E E H H H H H H
Retail FGA: variable annuities G E H G E G G E H H H H H H A
worksite group life and health R R H R R R R E H H H H H H
worksite payroll deduction R R H R R R R E H H H H H H A
worksite 401(k) A A H A A A A E H H H H H H A
ING Re life & health re products R R H R R R R E H H H H H H
</Table>
<Table>
<Caption>
CODE FUNCTION CODE AFFILIATE LIFE COMPANY
- -------- ---------------------------------------------------------- ---- -----------------------------------------------------
1 underwriting
2 new business
3 medical advice B ING Financial Advisers LLC
4 licensing & contracting H ING North America Insurance Corp. ("ING NA")
5 POS D Southland Life Insurance Company
6 premium accounting A ING Life Insurance and Annuity Company ("ILIAC")
7 billing E Equitable Life Insurance Company of Iowa ("Equitable")
8 reinsurance administration R ReliaStar Life Insurance Company ("ReliaStar")
9 conservation, rollover payout G Golden American Life Insurance Company ("Golden")
10 claims S Security Life of Denver
11 annuitization & periodic payments
12 compliance, other than management
13 corporate management R2 Golden & Reliastar
14 legal R3 Reliastar & Security Life of Denver Insurance Company
15 actuarial/product development
16 actuarial and financial mgmt. at business unit level
17 commission accounting H1 ING NA & ING Life & Annuity
18 data center
19 systems programming
20 microfische, image, file, record storage
21 training
22 sales promotion, marketing, & adv. marketing
23 printing
24 personnel, compensation design, benefits & training
25 accounting, tax, and internal and external audit services
26 raising capital
27 risk management
28 Fulfillment
29 Real estate management
30 Variable product pricing and reporting
</Table>
28