EX-99.B.8.25
FORM OF
SERVICE AGREEMENT
AGREEMENT, effective as of _____________ 1999, between Xxxxxxxx
Xxxxxxxx Asset Management, Inc. (the "Adviser"), a ____________________________,
and Aetna Life Insurance and Annuity Company (the "Company"), a Connecticut
corporation, for the provision of described certain services by the Company in
connection with the sale of shares of the Xxxxxxxx Xxxxxxxx Series Trust (the
"Fund") as described in the Fund Participation Agreement dated __________, 1999,
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 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; and
(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.
1. Services.
(a) Providing services to Contractholders owners and participants under
this Agreement shall be the responsibility of the Company and shall not
be the responsibility of the Fund or the Adviser. In consideration for
providing services under this Agreement, 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) For the purposes of computing the fee 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.
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(c) The Fund will calculate the fee at the end of each month and will make
such payment 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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. XxXxxx, Counsel
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To Xxxxxxxx Xxxxxxxx Asset Management, Inc:
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Attention: __________
Any notice, demand or other communication given in a manner prescribed in
this Section 9 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.
XXXXXXXX XXXXXXXX ASSET MANAGEMENT, INC.
By: _______________________________________
Name: _____________________________________
Title: ______________________________________
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: _______________________________________
Name: _____________________________________
Title: ______________________________________
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Schedule A
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