SERVICE AGREEMENT
WITH
XXXXXXX ASSET MANAGEMENT COMPANY, INC.
AGREEMENT, effective as of December 1, 1997, between Xxxxxxx Asset
Management Company, Inc. (the "Adviser"), a Delaware 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 December 1, 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.
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.
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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 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
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: /s/ Xxxxx Xxxxxx Xxxxxx
-----------------------------
Name: Xxxxx Xxxxxx Xxxxxx
Title: Assistant General Counsel
Date: December 11, 1997
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AETNA INSURANCE COMPANY OF AMERICA
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Date: December 11, 1997
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