EX-99-B.8.2
SERVICE AGREEMENT
WITH
INVESTMENT ADVISER
AGREEMENT, effective as of November 1, 1999, between A I M ADVISORS, INC.
("A I M"), a Delaware corporation, and Aetna Insurance Company of America (the
"LIFE COMPANY"), a Connecticut corporation, for the provision of described
administrative services by the LIFE COMPANY in connection with the sale of
shares of the AIM Variable Insurance Funds, Inc. (the "Fund" or "Funds") as
described in the Fund Participation Agreement dated November 1, 1999 between the
LIFE COMPANY, the Funds and A I M (the "Fund Participation Agreement").
WHEREAS, A I M is the investment adviser to A I M Variable Insurance
Funds, Inc. (the "Fund"); and
WHEREAS, A I M has entered into an amended Master Administrative Services
Agreement ("Master Agreement"), dated May 1, 1998, with the Fund pursuant to
which it has agreed to provide, or arrange to provide, certain administrative
services, including such services as may be requested by the Fund's Board of
Directors from time to time; and
WHEREAS, LIFE COMPANY issues group and individual variable life insurance
policies and/or variable annuity contracts and Certificates under the group
contracts (collectively, the "Contracts"); and
WHEREAS, LIFE COMPANY has entered into a participation agreement, dated
November 1, 1999 ("Participation Agreement") with the Fund; pursuant to which
the Fund has agreed to make shares of certain of its portfolio ("Portfolios")
available for purchase by one or more of LIFE COMPANY'S separate accounts or
divisions thereof (each, an "Account"), in connection with the allocation by
Contract owners of purchase payments to corresponding investment options offered
under the Contracts; and
WHEREAS, LIFE COMPANY has no contractual or other legal obligation to
perform the administrative services listed on Schedule A hereto, other than
pursuant to this Agreement and the Participation Agreement; and
WHEREAS, LIFE COMPANY desires to be compensated for providing such
administrative services; and
WHEREAS, A I M desires to retain the administrative services of LIFE
COMPANY and to compensate LIFE COMPANY for providing such administrative
services;
NOW THEREFORE, the Parties agree as follows:
In consideration of their mutual promises, A I M and the LIFE COMPANY agree as
follows:
1. The LIFE COMPANY agrees to provide the following services to A I M:
a. responding to inquiries from owners of the LIFE COMPANY variable
annuity Contracts and variable life insurance policies using the
Funds as an investment vehicle ("Contractholders") regarding the
services performed by the LIFE COMPANY that relate
AIMSERV.DOC
to the Funds;
b. providing information to A I M 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 A I M may reasonably
request pursuant to A I M'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 LIFE COMPANY and shall not be the
responsibility of the Fund or A I M. To compensate LIFE COMPANY for
its costs, A I M agrees to pay to the LIFE COMPANY and LIFE COMPANY
agrees to accept as full compensation for all services rendered
hereunder an amount described in Schedule B 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 A I M's payments to LIFE COMPANY are for
administrative services only and do not constitute payment in any
manner for investment advisory services or for costs of
distribution. LIFE COMPANY represents and warrants that the fees to
be paid by A I M for services to be rendered by LIFE COMPANY
pursuant to the terms of this Agreement are to compensate the LIFE
COMPANY for providing administrative services relating to the Fund
or Fund Shares and are not designed to exceed the reasonable costs
of such services and are not intended to reimburse or compensate
LIFE COMPANY for services paid for by other fees under the
Contracts.
c. For the purposes of computing the administrative fee reimbursement
contemplated by this Section 2, the average aggregate amount
invested by the LIFE COMPANY over a one month period shall be
computed by totaling LIFE COMPANY's aggregate investment (share net
asset value multiplied by total number of shares held by the LIFE
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
LIFE COMPANY within 30 days thereafter. The reimbursement payment
will be accompanied by a statement showing the calculation of the
monthly amounts payable by A I M and such other supporting data as
may be reasonably requested by LIFE COMPANY. Payment will be wired
by A I M to an account designated by the LIFE COMPANY.
3. LIFE COMPANY agrees to indemnify and hold harmless A I M 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
LIFE 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 A I M's own willful misfeasance, bad faith or gross
negligence in the performance of its duties.
4. A I M agrees to indemnify and hold harmless the LIFE 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
A I M 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 LIFE 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
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 LIFE COMPANY:
Aetna Insurance Company of America
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxxx, Counsel
To ADVISER:
A I M ADVISORS, INC.
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000-0000
Facsimile: (000)000-0000
Attention: Xxxxx Xxxxxx, Esq.
Any notice, demand or other communication given in a manner prescribed in this
Section 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.
A I M ADVISORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Name: Xxxxxx X. Xxxxxx
Title: President
AETNA INSURANCE COMPANY OF
AMERICA
By: /s/ Xxxxxx X. XxXxxxx
---------------------
Name: Xxxxxx X. XxXxxxx
Pursuant to a Delegation of Authority
dated August 12, 1998
Schedule A
In consideration of the services provided by LIFE COMPANY, A I M agrees to pay
LIFE COMPANY on a quarterly basis an amount equal to 15 basis points (0.15%)
per annum on the first $50 million of the daily average aggregate amount
invested by LIFE COMPANY in each Fund under the Fund Participation Agreement,
and 20 basis points (0.20%) per annum on the next $200 million of the daily
average aggregate amount invested by LIFE COMPANY in each Fund under the Fund
Participation Agreement and 25 basis points (0.25%) per annum on the total daily
average aggregate amount invested by LIFE COMPANY in each Fund under the Fund
Participation Agreement, in excess of $250 million.
Dated this 1st day of November 1999.
A I M ADVISORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Name: Xxxxxx X. Xxxxxx
Title: President
AETNA INSURANCE COMPANY OF
AMERICA
By: /s/ Xxxxxx X. XxXxxxx
---------------------
Name: Xxxxxx X. XxXxxxx
Pursuant to a Delegation of Authority
dated August 12, 1998
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