Exhibit 99.(h)(24)
SERVICE AGREEMENT
WITH
INVESTMENT ADVISER
THIS AGREEMENT, effective as of July 13, 2001, between ING Life Insurance
and Annuity Company (the "Adviser"), a Connecticut corporation, and Golden
American Life Insurance Company (the "Company"), as Connecticut corporation, for
the provision of described administrative services by the Company in connection
with the sale of shares of ING Partners, Inc. (the "Fund") as described in the
Participation Agreement dated July 13, 2001, and as may be amended in the
future, between the Company, the Fund and the Adviser (the "Participation
Agreement").
In consideration of their mutual promises, the Adviser and the Company
agree as follows:
1. The Company agrees to provide the following services to the Adviser:
a. respond to inquiries from owners of, or participants in, the
Company's variable annuity or variable life contracts which use
the Funds as an investment vehicle ("Contractholders") regarding
the services performed by the Company that relate to the Funds;
b. provide information to Adviser and Contractholders with respect
to Fund shares attributable to Contractholder accounts;
c. communicate directly with Contractholders concerning the Fund's
operations;
d provide such other similar services as Adviser may reasonably
request pursuant to Adviser's agreement with the Funds to the
extent permitted under applicable federal and state requirements.
2. a. Administrative services to Contractholders and participants
shall be the responsibility of the Company and shall not be the
responsibility of the Fund or the Adviser. The Adviser recognizes
the Company as the sole shareholder of Fund shares issued under
the Fund Participation Agreement, and that substantial savings
will be derived in administrative expenses, such as significant
reductions in shareholder services, by virtue of having a sole
shareholder for each of the Accounts rather then multiple
shareholders. In consideration of the savings resulting from such
arrangement, and to compensate the Company for its costs, the
Adviser agrees to pay to the Company and the Company agrees to
accept as full compensation for all services rendered hereunder a
monthly fee equal to a percentage of the average daily net assets
of the Fund shares attributable to products issued by the Company
at the rates shown in the attached Schedule A.
b. The parties agree that the Adviser's payments to the Company are
for administrative services only and do not constitute payment in
any manner for investment advisory services or for costs of
distribution.
3. The Company agrees to indemnify and hold harmless the Adviser and its
directors, officers, and employees from any and all loss, liability
and expense resulting from any gross negligence or willful wrongful
act of the Company under this Agreement or a breach of material
provision of this Agreement, except to the extent such loss, liability
or expense is the result of the Adviser's own misfeasance, bad faith
or gross negligence in the performance of its duties.
4. The Adviser agrees to indemnify and hold harmless the Company and its
directors, officers and employees from any and all loss, liability and
expense resulting from any gross negligence or willful wrongful act of
the Adviser under this Agreement or a breach of a material provision
under this Agreement, except to the extent such loss, liability or
expense is the result of the Company's own misfeasance, bad faith or
gross negligence in the performance of its duties.
5. Either party may terminate this Agreement, without penalty, (i) on
sixty (60) days written notice to the other party, for any cause or
without cause, or (ii) on reasonable notice to the other party, if it
is not permissible to continue the arrangement described herein under
laws, rules or regulations applicable to either party or the Funds, or
if the Participation Agreement is terminated.
6. The terms of this arrangement will be held confidential by each party
except to the extent that either party or its counsel may deem it
necessary to disclose this arrangement.
7. This Agreement represents the entire Agreement of the parties on the
subject matter hereof and it cannot be amended or modified except in
writing, signed by the parties. This Agreement may be executed in one
or more separate counterparts, all of which, when taken together,
shall constitute one and the same Agreement.
8. All notices and other communications hereunder shall be given or made
in writing and shall be delivered personally or sent by telex,
telecopier or registered or certified mail, postage prepaid, return
receipt requested, or recognized overnight courier service to the
party to whom they are directed at the following addresses, or at such
other addresses as may be designated by notice from such party to the
other party.
To the Adviser:
ING Life Insurance and Annuity Company
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Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, Vice President
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To the Company:
Golden American Life Insurance Company
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Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Executive Vice President,
General Counsel and Assistant Secretary
Any other notice, demand or other communication given in a manner
prescribed in this Section 8 shall be deemed to have been delivered on
receipt.
IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be executed by their authorized officers as of the day and year
first above written.
GOLDEN AMERICAN LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Executive Vice President
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ING LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Title: Vice President
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SCHEDULE A
The Company shall receive a monthly fee equal to a percentage of the daily
average value of net assets of the ING Partners, Inc. portfolio shares
attributable to products issued by the Company at the rates set forth below:
ANNUAL RATES
Initial Class .35%
Service Class .35%
Adviser Class .35%
The monthly fee will be calculated based on the daily average value of the
Portfolio's net assets and accrued on a daily basis. The Adviser will calculate
the payment at the end of each calendar month and will make such payment to the
Company within thirty (30) days thereafter. Compensation for any partial period
shall be pro-rated based on the length of the period.
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