SERVICE CONTRACT
Exhibit 99.
8e3
With Respect to Service
Class Shares of:
( ) Variable Insurance Products Fund — High Income Portfolio
( ) Variable Insurance Products Fund -Equity-Income Portfolio
(X) Variable Insurance Products Fund — Growth Portfolio
( ) Variable Insurance Products Fund — Overseas Portfolio
( ) Variable Insurance Products Fund II — Asset Manager Portfolio
(X) Variable Insurance Products Fund II — Contrafund Portfolio
( ) Variable Insurance Products Fund II — Asset Manager: Growth Portfolio
( ) Variable Insurance Products Fund III — Growth Opportunities Portfolio
( ) Variable Insurance Products Fund III — Balanced Portfolio
( ) Variable Insurance Products Fund III — Growth & Income Portfolio
( ) Variable Insurance Products Fund III — Mid Cap Portfolio
( ) Variable Insurance Products Fund -Equity-Income Portfolio
(X) Variable Insurance Products Fund — Growth Portfolio
( ) Variable Insurance Products Fund — Overseas Portfolio
( ) Variable Insurance Products Fund II — Asset Manager Portfolio
(X) Variable Insurance Products Fund II — Contrafund Portfolio
( ) Variable Insurance Products Fund II — Asset Manager: Growth Portfolio
( ) Variable Insurance Products Fund III — Growth Opportunities Portfolio
( ) Variable Insurance Products Fund III — Balanced Portfolio
( ) Variable Insurance Products Fund III — Growth & Income Portfolio
( ) Variable Insurance Products Fund III — Mid Cap Portfolio
To Fidelity Distributors Corporation:
We desire to enter into a Contract with you for activities in connection with (i) the
distribution of shares of the funds noted above (the “Funds”) of which you are the principal
underwriter as defined in the Investment Company Act of 1940 (the “Act”) and for which you are the
agent for the continuous distribution of shares, and (ii) the servicing of holders of shares of the
Funds and existing and prospective holders of Variable Products (as defined below).
The terms and conditions of this Contract are as follows:
1. We shall provide distribution and certain shareholder services for our clients who
own or are considering the purchase of variable annuity contracts or variable life insurance
policies for which shares of the Funds are available as underlying investment options (“Variable
Products”), which services may include, without limitation, answering questions about the Funds
from owners of Variable Products; receiving and answering correspondence (including requests for
prospectuses and statements of additional information for the Funds); performing subaccounting with
respect to Variable Products’ values allocated to the Funds; preparing, printing and distributing
reports of values to owners of Variable Products who have contract values allocated to the Funds;
printing and distributing prospectuses, statements of additional information, any supplements to
prospectuses and statements of additional information, and shareholder reports; preparing, printing
and distributing marketing materials for Variable Products; assisting customers in completing
applications for Variable Products and selecting underlying mutual fund investment options;
preparing, printing and distributing subaccount performance figures for subaccounts investing in
Fund shares; and providing other reasonable assistance in connection with the distribution of Fund
shares to insurers.
2. We shall provide such office space and equipment, telephone facilities and
personnel (which may be all or any part of the space, equipment and facilities currently used in
our business, or all or any personnel employed by us) as is necessary or beneficial for us to
provide information and services to existing and prospective owners of Variable Products, and to
assist you in providing services with respect to Variable Products.
3. We agree to indemnify and hold you, the Funds, and the Funds’ advisers and transfer
agent harmless from any and all direct or indirect liabilities or losses resulting from requests,
directions, actions or inactions, of or by us or our officers, employees or agents regarding the
purchase, redemption, transfer or registration of Fund shares that underlie Variable Products of
our clients. Such indemnification shall survive the termination of this Contract.
Neither we nor any of our officers, employees or agents are authorized to make any
representation concerning Fund shares except those contained in the registration statement or
prospectus for the Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund, or in sales
literature or other promotional material approved by the Fund or its designee or by you, except
with the permission of the Fund or you or the designee of either.
4. In consideration of the services and facilities described herein, we shall be
entitled to receive, and you shall pay or cause
to be paid to us, fees at an annual rate as set forth on the accompanying fee schedule. We
understand that the payment of
such fees has been authorized pursuant to, and shall be paid in accordance with, a Distribution
and Service Plan approved
by the Board of Trustees of the applicable Fund, by those Trustees who are not “interested
persons” of the Fund (as defined
in the 1940 Act) and who have no direct or indirect financial interest in the operation of the
Distribution and Service Plan
Contract
# FID-06109-1999-08-02-IND
or in any agreements related to the Distribution and Service Plan (“Qualified Trustees”), and
by shareholders of such class; and that such fees are subject to change during the term of this
Contract and shall be paid only so long as this Contract is in effect. We also understand and
agree that, notwithstanding anything to the contrary, if at any time payment of all such fees
would, in your reasonable determination, conflict with the limitations on sales or service charges
set forth in Section 2830(d) of the NASD Conduct Rules, then such fees shall not be paid; provided
that in such event each Fund’s Board of Trustees may, but is not required to, establish procedures
to pay such fees, or a portion thereof, in such manner and amount as they shall deem
appropriate.
5. We agree to conduct our activities in accordance with any applicable federal or
state laws and regulations, including securities laws and any obligation thereunder to disclose to
our clients the receipt of fees in connection with their investment in Variable Products.
6. This Contract shall continue in force for one year from the effective date (see
below), and thereafter shall continue automatically for successive annual periods, provided such
continuance is specifically subject to termination without penalty at any time if a majority of
each Fund’s Qualified Trustees or a majority of the outstanding voting securities (as defined in
the 1940 Act) of the applicable class vote to terminate or not to continue the Distribution and
Service Plan. Either of us also may cancel this Contract without penalty upon telephonic or
written notice to the other; and upon telephonic or written notice to us, you may also amend or
change any provision of this Contract. This Contract will also terminate automatically in the
event of its assignment (as defined in the 1940 Act).
7. All communications to you shall be sent to you at your offices, 00 Xxxxxxxxxx
Xxxxxx, Xxxxxx, XX 00000. Any notice to us shall be duly given if mailed or telegraphed to us at
the address shown in this Contract.
8. This Contract shall be construed in accordance with the laws of the Commonwealth
of Massachusetts.
Very truly yours,
Xxxxxx X. Xxxxxx
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By: | /s/ as filian
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Name of Qualified Recipient (Please Print or Type) |
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Vice president
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Title |
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Princor Financial Services Corporation
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Company (Broker/Dealer) |
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000 0xx Xxxxxx
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Street |
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Des Moines Iowa 50392
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City State Zip Code |
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Date: August 2, 1999 |
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FIDELITY DISTRIBUTORS CORPORATION
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By:
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/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx | ||||||
Vice President |
NOTE: Please return TWO signed copies of this Service Contract to Fidelity Distributors
Corporation. Upon acceptance, one countersigned copy will be returned to you.
For Internal Use Only:
Effective Date: 7/1/99
Effective Date: 7/1/99
FEE SCHEDULE FOR QUALIFIED RECIPIENTS OF
Variable Insurance Products Fund — High Income Portfolio
Variable Insurance Products Fund — Equity-Income Portfolio
Variable Insurance Products Fund — Growth Portfolio
Variable Insurance Products Fund — Overseas Portfolio
Variable Insurance Products Fund II — Asset Manager Portfolio
Variable Insurance Products Fund II — Contrafund Portfolio
Variable Insurance Products Fund II — Asset Manager: Growth Portfolio
Variable Insurance Products Fund III — Growth Opportunities Portfolio
Variable Insurance Products Fund III — Balanced Portfolio
Variable Insurance Products Fund III — Growth & Income Portfolio
Variable Insurance Products Fund III — Mid Cap Portfolio
Variable Insurance Products Fund — Equity-Income Portfolio
Variable Insurance Products Fund — Growth Portfolio
Variable Insurance Products Fund — Overseas Portfolio
Variable Insurance Products Fund II — Asset Manager Portfolio
Variable Insurance Products Fund II — Contrafund Portfolio
Variable Insurance Products Fund II — Asset Manager: Growth Portfolio
Variable Insurance Products Fund III — Growth Opportunities Portfolio
Variable Insurance Products Fund III — Balanced Portfolio
Variable Insurance Products Fund III — Growth & Income Portfolio
Variable Insurance Products Fund III — Mid Cap Portfolio
(1) Those who have signed the Service Contract and who render distribution,
administrative support and recordkeeping services as described in paragraph 1 of the Service
Contract will hereafter be referred to as “Qualified Recipients.”
(2) A Qualified Recipient providing services pursuant to the Service Contract
will be paid a monthly fee at an annualized rate of 10 basis points of the average aggregate net
assets of its clients invested in Service Class shares of the Funds listed above.
(3) In addition, a Qualified Recipient providing services pursuant to the Service
Contract will be paid a quarterly fee at an annualized rate of 5 basis points of the average
aggregate net assets of its clients invested in Service Class Shares of the Funds listed
above.
Variable Insurance Products Fund — Equity-Income Portfolio
Variable Insurance Products Fund — Growth Portfolio
Variable Insurance Products Fund — Overseas Portfolio
Variable Insurance Products Fund II — Asset Manager Portfolio
Variable Insurance Products Fund II — Contrafund Portfolio
Variable Insurance Products Fund II — Asset Manager: Growth Portfolio
Variable Insurance Products Fund III — Growth Opportunities Portfolio
Variable Insurance Products Fund III — Balanced Portfolio
Variable Insurance Products Fund III — Growth & Income Portfolio
Variable insurance Products Fund III — Mid Cap Portfolio
Variable Insurance Products Fund — Growth Portfolio
Variable Insurance Products Fund — Overseas Portfolio
Variable Insurance Products Fund II — Asset Manager Portfolio
Variable Insurance Products Fund II — Contrafund Portfolio
Variable Insurance Products Fund II — Asset Manager: Growth Portfolio
Variable Insurance Products Fund III — Growth Opportunities Portfolio
Variable Insurance Products Fund III — Balanced Portfolio
Variable Insurance Products Fund III — Growth & Income Portfolio
Variable insurance Products Fund III — Mid Cap Portfolio
(4) The fees paid to each Qualified Recipient will be calculated and paid
quarterly. Checks will be mailed to each
Qualified Recipient by the 30th of the following month.