FORM OF
SERVICE AGREEMENT
WITH
XXXXXXX ASSET MANAGEMENT COMPANY, INC.
AGREEMENT, effective as of _____________ 1997, between Xxxxxxx Asset
Management Company, Inc. (the "Adviser"), a Maryland corporation, and Aetna
Insurance Company of America (the "Company"), a Connecticut corporation, for the
provision of described administrative services by the Company in connection with
the sale of shares of the XXXXXXX RESPONSIBLY INVESTED BALANCED PORTFOLIO (the
"Fund") as described in the Fund Participation Agreement dated __________, 1997
between the Company, the Fund and the Adviser (the "Fund 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. responding to inquiries from owners of the Company variable
annuity contracts using the Funds as an investment vehicle
("Contractholders") regarding the services performed by the
Company that relate to the Funds;
b. providing information to Adviser and Contractholders with respect
to Fund shares attributable to Contractholder accounts;
c. communicating directly with Contractholders concerning the Funds'
operations;
d. providing 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, owners 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 postage expense and shareholder
communications, by virtue of having a sole shareholder for each of
the Accounts rather than 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 an amount described in Schedule A
attached hereto and made a part of this Agreement as may be
amended from time to time with the mutual consent of the parties
hereto.
(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.
(c) For the purposes of computing the administrative fee reimbursement
contemplated by this Section 2, the average aggregate amount
invested by the Company over a one month period shall be computed
by totaling the Company's aggregate investment (share net asset
value multiplied by total number of shares held by the Company) on
each business day during the month and dividing by the total
number of business days during each month.
(d) The Fund will calculate the reimbursement of administrative
expenses at the end of each month and will make such reimbursement
to the Company within 30 days thereafter. The reimbursement
payment will be accompanied by a statement showing the calculation
of the monthly amounts payable by the Adviser and such other
supporting data as may be reasonably requested by the Company.
Payment will be wired by the Adviser to an account designated by
the Company.
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 a material provision of
this Agreement, except to the extent such loss, liability or expense is
the result of the Adviser's 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 willful 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 Fund, 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.
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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, 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 Aetna:
Aetna Insurance Company of America
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Counsel
To Xxxxxxx Asset Management Company, Inc.
Xxxxxxx Asset Management Company, Inc.
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000X
Xxxxxxxx, Xxxxxxxx, 0000
Attention: Legal Department
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Any 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.
XXXXXXX ASSET MANAGEMENT COMPANY, INC.
By:___________________________________
Name:
Title:
Date:
AETNA INSURANCE COMPANY OF AMERICA
By:___________________________________
Name:
Title:
Date:
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