AGREEMENT, effective as of June 30, 1998, between A I M ADVISORS, INC.
("A I M"), a Delaware corporation, and Aetna Life Insurance and Annuity Company
(the "LIFE COMPANY"), a Connecticut corporation, for the provision of described
administrative services by the LIFE COMPANY in connection with the sale of
shares of the AIM Variable Insurance Funds, Inc. (the "Fund" or "Funds") as
described in the Fund Participation Agreement dated June 30, 1998 between the
LIFE COMPANY, the Funds and A I M (the "Fund Participation Agreement").
WHEREAS, A I M is the investment adviser to A I M Variable Insurance
Funds, Inc. (the "Fund"); and
WHEREAS, A I M has entered into an amended Master Administrative Services
Agreement ("Master Agreement"), dated May 1, 1998, with the Fund pursuant to
which it has agreed to provide, or arrange to provide, certain administrative
services, including such services as may be requested by the
Fund's Board of Directors from time to time; and
WHEREAS, LIFE COMPANY issues group and individual variable life insurance
policies and/or variable annuity contracts and Certificates under the group
contracts (collectively, the "Contracts") and
WHEREAS, LIFE COMPANY has entered into a participation agreement, dated
June 30, 1998 ("Participation Agreement") with the Fund; pursuant to which the
Fund has agreed to make shares of certain of its portfolio ("Portfolios")
available for purchase by one or more of LIFE COMPANY'S separate accounts or
divisions thereof (each, an "Account"), in connection with the allocation by
Contract owners of purchase payments to corresponding investment options offered
under the Contracts; and
WHEREAS, LIFE COMPANY has no contractual or other legal obligation to
perform the administrative services listed on Schedule A hereto, other than
pursuant to this Agreement and the Participation Agreement; and
WHEREAS, LIFE COMPANY desires to be compensated for providing such
administrative services; and
WHEREAS, A I M desires to retain the administrative services of LIFE
COMPANY and to compensate LIFE COMPANY for providing such administrative
services;
NOW THEREFORE, the Parties agree as follows:
In consideration of their mutual promises, A I M and the LIFE COMPANY agree as
follows:
1. The LIFE COMPANY agrees to provide the following services to A I M :
a. responding to inquiries from owners of the LIFE COMPANY variable
annuity Contracts and variable life insurance policies using the Funds
as an investment vehicle ("Contractholders") regarding the services
performed by the LIFE COMPANY that relate to the Funds;
b. providing information to A I M 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 A I M may reasonably request
pursuant to A I M'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 LIFE COMPANY and shall not be the
responsibility of the Fund or A I M . To compensate LIFE COMPANY
for its costs, A I M agrees to pay to the LIFE COMPANY and LIFE
COMPANY agrees to accept as full compensation for all services
rendered hereunder an amount described in Schedule B 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 A I M's payments to LIFE COMPANY are for
administrative services only and do not constitute payment in any
manner for investment advisory services or for costs of distribution.
LIFE COMPANY represents and warrants that the fees to be paid by A I M
for services to be rendered by LIFE COMPANY pursuant to the terms of
this Agreement are to compensate the LIFE COMPANY for providing
administrative services relating to the Fund or Fund Shares and are not
designed to exceed the reasonable costs of such services and are not
intended to reimburse or compensate LIFE COMPANY for services paid for
by other fees under the Contracts.
(c) For the purposes of computing the administrative fee reimbursement
contemplated by this Section 2, the average aggregate amount invested
by the LIFE COMPANY over a one month period shall be computed by
totaling
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LIFE COMPANY's aggregate investment (share net asset value multiplied
by total number of shares held by the LIFE 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 LIFE
COMPANY within 30 days thereafter. The reimbursement payment will be
accompanied by a statement showing the calculation of the monthly
amounts payable by A I M and such other supporting data as may be
reasonably requested by LIFE COMPANY. Payment will be wired by A I M to
an account designated by the LIFE COMPANY.
3. LIFE COMPANY agrees to indemnify and hold harmless A I M 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 LIFE
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 A I M 's own willful misfeasance, bad faith or gross negligence
in the performance of its duties.
4. A I M agrees to indemnify and hold harmless the LIFE 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 A I
M 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 LIFE 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.
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
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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 LIFE COMPANY:
Aetna Life Insurance and Annuity Company
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. XxXxxx, Counsel
To ADVISER:
A I M ADVISORS, INC.
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Facsimile: (000)000-0000
Attention: Xxxxx Xxxxxx, Esq.
Any notice, demand or other communication given in a manner prescribed in this
Section 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.
A I M ADVISORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Name: Xxxxxx X. Xxxxxx
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Title: President
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Date: June 30, 1998
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AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxxxx X. XxXxxxx
---------------------
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Name: Xxxxxx X. XxXxxxx
-----------------
Title: Vice President
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Date: June 30, 1998
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