Exhibit 99-B.8.4
SERVICE AGREEMENT
AGREEMENT, effective as of March 1, 2000, between Alliance Capital
Management L.P. (the "Adviser"), and Aetna Life Insurance and Annuity Company
(the "Company"), a Connecticut corporation, for the provision of described
administrative services by the Company in connection with the sale of shares of
the (the "Fund") as described in the Participation Agreement dated March 1, 2000
between the Company, the Adviser and Alliance Fund Distributors, Inc. ("AFD")
(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 and variable life insurance policies 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.
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(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 Life Insurance and Annuity Company
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Counsel
To Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxxxx, Xx., General Counsel
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.
ALLIANCE CAPITAL MANAGEMENT L.P.
ALLIANCE CAPITAL MANAGEMENT L.P.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
-------------------------------
Title: Vice President and Assistant
General Counsel
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxxxx X. XxXxxxx
-------------------------------
Name: Xxxxxx X. XxXxxxx
Title: Vice President
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Schedule A
In consideration of the services provided by the Company, the Adviser agrees to
pay the Company an amount equal to basis points noted in the table below per
annum of the average aggregate amount invested by the Company in the Fund under
the Fund Participation Agreement.
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Fund Name Basis Points per Annum
--------------------------------------------------------------------------------
Alliance Variable Products Series Fund, Inc. -
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Alliance Quasar Portfolio 25 bpt or .25%
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Alliance Premier Growth Portfolio 25 bpt or .25%
--------------------------------------------------------------------------------
Alliance Growth And Income Portfolio 20 bpt or .20%
--------------------------------------------------------------------------------
Dated this 1st day of March, 2000.
ALLIANCE CAPITAL MANAGEMENT L.P.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President and Assistant
General Counsel
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxxxx X. XxXxxxx
-------------------------------
Name: Xxxxxx X. XxXxxxx
Title: Vice President
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