EXHIBIT 99-B.8.50
SERVICE AGREEMENT
EXHIBIT 99-B.8.50
SERVICE AGREEMENT
WITH
LORD XXXXXX SERIES FUND, INC.
AGREEMENT, effective as of July 20, 2001 between Lord Xxxxxx Series
Fund, Inc. (the "Fund"), a Maryland corporation, and Aetna Life Insurance and
Annuity Company ("Aetna"), a Connecticut corporation, for the provision of
described administrative and shareholder services by Aetna in connection with
shares of the Fund as described in the Fund Participation Agreement dated July
20, 2001 between Aetna, the Fund and Lord Xxxxxx Distributor LLC (the "Fund
Participation Agreement").
In consideration of their mutual promises, the Fund and Aetna agree as follows:
1. Aetna agrees to provide the following services to the Fund:
a. responding to inquiries from owners of Aetna variable annuity
contracts and variable life insurance policies using one or
more of the Fund's portfolios (the "Portfolios") as an
investment vehicle ("Contractholders") regarding the services
performed by Aetna that relate to the Portfolios;
b. providing information to the Funds and Contractholders with
respect to Fund shares attributable to Contractholder
accounts;
c. communicating directly with Contractholders concerning the
Fund' operations;
d. providing such other similar services as the Fund may
reasonably request to the extent permitted under applicable
federal and state requirements.
2. (a) Administrative services to Contractholders owners and
participants shall be the responsibility of Aetna and shall
not be the responsibility of the Fund. The Fund 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 Fund agrees to pay
to Aetna and Aetna 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 Aetna are for
administrative and shareholder services only and do not
constitute payment in any manner for investment advisory
services or for costs of distribution.
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(c) For the purposes of computing the fee contemplated by this
Section 2, 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) in each Portfolio 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 fees at the end of each month and
will make payment to Aetna within 30 days after the end of
each quarter. The fees will be accompanied by a statement
showing the calculation of the amounts payable by the Fund and
such other supporting data as may be reasonably requested by
Aetna. Payment will be wired by the Fund to an account
designated by Aetna.
3. Aetna agrees to indemnify and hold harmless the Fund 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 Fund's misfeasance, bad faith or gross negligence in the
performance of its duties.
4. The Fund 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 Fund
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.
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 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.
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.
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To Aetna:
Aetna Life Insurance and Annuity Company
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Counsel
Tothe Fund:
Lord Xxxxxx Series Fund, Inc.
c/o Lord Xxxxxx Distributor llc
00 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: General Counsel
9. Limitation on Liability of Directors, etc.
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This agreement has been executed on behalf of the Fund by the undersigned
officer of the Fund in his or her capacity as an officer of the Fund. The
obligations of this agreement shall be binding upon the assets and property of
the Fund and each respective Portfolio thereof only and shall not be binding on
any Director, officer or shareholder of the Fund individually. In addition,
notwithstanding any other provision of this Agreement, no Portfolio shall be
liable for any loss, expense, fee, charge or liability of any kind relating to
or arising from the actions or omissions of any other Portfolio or from the
application of this Agreement to any other Portfolio.
Any notice, demand or other communication given in a manner prescribed in this
Section 8 shall be deemed to have been delivered on receipt.
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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.
LORD XXXXXX SERIES FUND, INC.
By: /s/ Xxxxxxxx X. Xxxxxx, Vice President
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Date: October 15, 2001
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Date: July 20, 2001
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SCHEDULE A
In consideration of the services provided by Aetna, the Fund agrees to pay Aetna
an amount equal to ___ basis points (____%) per annum of the total average
aggregate amount invested by Aetna in any of the the Fund's Portfolios under the
Fund Participation Agreement.
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