EX-99-B.8.62
FORM OF SERVICE AGREEMENT
WITH
PIONEER INVESTMENT MANAGEMENT, INC.
EX-99-B.8.62
FORM OF SERVICE AGREEMENT
WITH
PIONEER INVESTMENT MANAGEMENT, INC.
AGREEMENT, effective as of _____________ ,2001 between Pioneer Investment
Management, Inc. (the "Adviser"), a ____________________________, and Aetna Life
Insurance and Annuity Company ("Aetna"), a Connecticut corporation, for the
provision of described administrative services by Aetna in connection with the
sale of shares of the Pioneer Variable Contracts Trust (the "Fund") as described
in the Fund Participation Agreement dated __________, 2001 between Aetna, the
Fund and the Adviser (the "Fund Participation Agreement").
In consideration of their mutual promises, the Adviser and Aetna agree as
follows:
1. Servicing Fees.
--------------
A. Aetna agrees to provide the following services to the Adviser:
(i) responding to inquiries from owners of Aetna variable annuity
contracts and variable life insurance policies using the Funds as
an investment vehicle ("Contractholders") regarding the services
performed by Aetna that relate to the Funds;
(ii) providing information to Adviser and Contractholders with respect
to Fund shares attributable to Contractholder accounts;
(iii) communicating directly with Contractholders concerning the Funds'
operations;
(iv) 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.
B. Administrative services to Contractholders owners and participants
shall be the responsibility of Aetna and shall not be the
responsibility of the Fund or the Adviser. The Adviser recognizes Aetna
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 Aetna for its costs, the Adviser agrees to pay to Aetna and
Aetna agrees to accept as full compensation for all services rendered
hereunder an amount described as
1
Servicing Fees 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.
C. The parties agree that the Adviser's payments of Servicing Fees to
Aetna are for administrative services only and do not constitute
payment in any manner for investment advisory services or for costs of
distribution.
2. 12b-1 Fees.
-----------
In accordance with the Class II Shares of the Fund's plan pursuant to Rule
12b-1 under the Investment Company Act of 1940, the Adviser will make
payments to Aetna at an annual rate as set forth in Schedule A under the
section "12b-1 Fees."
3. For the purposes of computing the administrative fee reimbursement
contemplated by Section 1 above and the 12b-1 fees contemplated by Section 2
above, the average aggregate amount invested by Aetna over a one month
period shall be computed by totaling Aetna's aggregate investment (share net
asset value multiplied by total number of shares held by Aetna) on each
business day during the month and dividing by the total number of business
days during each month. The Fund will calculate the reimbursement of
administrative expenses and the 12b-1 fees at the end of each month and will
make such reimbursement to Aetna 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 Aetna. Payment will be
wired by the Adviser to an account designated by Aetna.
4. Aetna 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 Aetna 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 Aetna 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 Aetna'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.
2
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
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Counsel
To the Adviser:
Pioneer Investment Management, Inc.
__________________________
__________________________
__________________________
Attention: ______________
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.
PIONEER INVESTMENT MANAGEMENT, INC.
By:______________________________________________
Date:____________________________________________
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By:______________________________________________
Date:____________________________________________
3
