FORM OF SERVICE AGREEMENT
WITH
INVESTMENT ADVISER
AGREEMENT, effective as of _____________ 1998, between _______________.
(the "Adviser"), a ____________________________Maryland corporation, 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 Fund Participation Agreement dated __________, 1998 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;
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 own willful 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.
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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 Aetna:
Aetna Life Insurance and Annuity Company
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. XxXxxx, Counsel
To AIM
AIM VARIABLE INSURANCE FUNDS, INC.
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
Attn: Xxxxx X. Xxxxxx, Esq.
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.
AIM VARIABLE INSURANCE FUNDS, INC.
By:_____________________________________________
Date:___________________________________________
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AETNA LIFE INSURANCE AND ANNUITY COMPANY
By:_____________________________________________
Date:___________________________________________
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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 15 basis points (0.15%) per annum on the
first $50 million of the average aggregate amount invested by the Company in the
Fund under the Fund Participation Agreement, and 25 basis points (0.25%) per
annum on the next $200 million of the average aggregate amount invested by the
Company in the Fund under the Fund Participation Agreement and 25 basis points
(0.25%) per annum on the total average aggregate amount invested by the Company
in the Fund under the Fund Participation Agreement, in excess of $250 million.
Dated this _______ day of ________ 1998.
AIM VARIABLE INSURANCE FUNDS, INC.
By:_______________________________________________
Date:_____________________________________________
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By:_______________________________________________
Date:_____________________________________________
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