EXHIBIT (8)(aa)
SERVICE CONTRACT
With Respect to Service Class 2 shares of:
( ) Variable Insurance Products Fund - Money Market Portfolio
( ) 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 - Investment Grade Bond Portfolio
( ) Variable Insurance Products Fund II - Asset Manager Portfolio
( ) Variable Insurance Products Fund II - Contrafund Portfolio
( ) Variable Insurance Products Fund II - Index 500 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
sub-accounting 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 agents and affiliates
of each, 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 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,
By: ________________________________
Name: ________________________________
Title: ________________________________
Qualified Recipient: ______________________
An affiliate of: THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF
NEW YORK
____________________________________________________
Street
____________________________________________________
City State Zip Code
Date: ______________________________
FIDELITY DISTRIBUTORS CORPORATION
By: ______________________________________
Xxxx X. Xxxxxx
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: ___________________
FEE SCHEDULE FOR QUALIFIED RECIPIENTS OF
Variable Insurance Products Fund - Money Market Portfolio
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 - Investment Grade Bond Portfolio
Variable Insurance Products Fund II - Asset Manager Portfolio
Variable Insurance Products Fund II - Contrafund Portfolio
Variable Insurance Products Fund II - Index 500 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 25 basis points of the
average aggregate net assets of its clients invested in Service Class 2 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 __ basis
points of the average aggregate net assets of its clients invested in Service
Class 2 shares of the Funds listed above, excluding the Money Market and Index
500 Portfolios. In order to be assured of receiving full payment under this
paragraph (3) for a given calendar quarter, a Qualified Recipient must have
insurance company clients with a minimum of $100 million of average net assets
in the aggregate in the Funds listed below. For any calendar quarter during
which assets in these Funds are in the aggregate less than $100 million, the
amount of qualifying assets may be considered to be zero for the purpose of
computing the payments due under this paragraph (3), and the payments under this
paragraph (3) may be reduced or eliminated.
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
(4) Recipient acknowledges and understands that the fee rate in paragraph (3)
of this Fee Schedule ("Rate Information") is to remain confidential, and that
this confidentiality is of great value and importance to the success of the
business of Fidelity Distributors and/or its affiliates ("Fidelity"). Recipient
agrees to use its best efforts (the same being not less than that employed to
protect its own confidential information) to safeguard the Rate Information and
to prevent the unauthorized, negligent or inadvertent disclosure thereof.
Recipient shall not, without the prior written approval of an officer of
Fidelity, directly or indirectly, disclose the Rate Information to any person or
business entity except for a limited number of employees, attorneys, accountants
and other advisors of the Recipient and its affiliates on a need-to-know basis.
Recipient shall be liable under this agreement to Fidelity for any disclosure in
violation of this agreement by its or its affiliates' employees, attorneys,
accountants or other advisors or agents, even if such person(s) no longer have
employment or other relationship(s) with Recipient. Recipient further
acknowledges and understands that the disclosure of the Rate Information in any
manner inconsistent with this agreement will cause Fidelity irreparable damage.
Fidelity shall have the right to equitable and injunctive relief to prevent such
unauthorized, negligent or inadvertent disclosure, as well as the right to
recover the amount of all such damage (including attorneys' fees and expenses)
to Fidelity resulting from, and to obtain any other available remedies in
connection with, such unauthorized, negligent or inadvertent disclosure.
Recipient shall not have any obligations under this paragraph (4) with respect
to the extent that the Rate Information is: (a) publicly known at the time of
the disclosure or becomes publicly known through no wrongful act or failure of
Recipient; (b) subsequently
disclosed to Recipient or its affiliates on a non-confidential basis by a third
party not having a confidential relationship with Fidelity which rightfully
acquired such information; or (c) legally compelled to be disclosed pursuant to
a subpoena, summons, order or other judicial or governmental process, provided
Company provides prompt notice of any such subpoena, order, etc. to Fidelity so
that Fidelity will have the opportunity to obtain a protective order. The
Recipient's obligation not to disclose the Rate Information shall survive any
termination of the Service Contract, as it may be amended, for a period of ten
(10) years.
