Exhibit 99-B.8.3
SERVICE AGREEMENT
WITH
INVESTMENT ADVISER
AGREEMENT, effective as of May 1, 1998, between Aeltus Investment
Management, Inc. (the "Adviser"), a Connecticut 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 Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income
Shares, Aetna Balanced VP, Inc., Aetna GET Fund, on behalf of each of its
series, Aetna Generation Portfolios, Inc., on behalf of each of its series, and
Aetna Variable Portfolios, Inc., on behalf of each of its series (the "Funds")
as described in the Fund Participation Agreement dated May 1, 1998, between the
Company, the Funds 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, or participants in, the
Company variable annuity or variable life 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 and participants shall be
the responsibility of the Company and shall not be the
responsibility of the Funds 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 shareholder services, 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 amounts indicated on the
attached Schedule A, with respect to all shares sold through the
Company.
(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.
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 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 Funds, 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 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 the Company:
Aetna Insurance Company of America
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx
To the Adviser:
Aeltus Investment Management, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx
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.
AELTUS INVESTMENT MANAGEMENT, INC.
By: /s/ J. Xxxxx Xxx
---------------------------------------------
Managing Director and Chief Operating Officer
AETNA INSURANCE COMPANY OF AMERICA
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------------
Senior Vice President