Exhibit 1.A(8)(c)(viii)
FORM OF
SERVICE CONTRACT
With Respect to Service Class Shares of:
( ) Variable Insurance Products Fund - High Income Portfolio
( ) Variable Insurance Products Fund - Equity-Income Portfolio
(x) Variable Insurance Products Fund - Growth Portfolio
(x) Variable Insurance Products Fund - Overseas Portfolio
( ) Variable Insurance Products Fund II - Asset Manager Portfolio
( ) Variable Insurance Products Fund II - Contrafund Portfolio
( ) Variable Insurance Products Fund II - Asset Manager: Growth Portfolio
( ) Variable Insurance Products Fund III - Growth Opportunities Portfolio
( ) Variable Insurance Products Fund III - Balanced Portfolio
( ) Variable Insurance Products Fund III - Growth & Income Portfolio
( ) Variable Insurance Products Fund III - Mid Cap Portfolio
To Fidelity Distributors Corporation:
We desire to enter into a Contract with you to be effective May 1, 2000, for
activities in connection with (i) the distribution of shares of the funds noted
above (the "Funds") of which you are the principal underwriter as defined in the
Investment Company Act of 1940 (the "Act") and for which you are the agent for
the continuous distribution of shares, and (ii) the servicing of holders of
shares of the Funds and existing and prospective holders of Variable Products
(as defined below).
THE TERMS AND CONDITIONS OF THIS CONTRACT ARE AS FOLLOWS:
1. We shall provide distribution and certain shareholder services for our
clients who own or are considering the purchase of variable annuity contracts or
variable life insurance policies as specified on the attached schedule, for
which shares of the Funds are available as underlying investment options
("Variable Products"), which services may include, without limitation, answering
questions about the Funds from owners of Variable Products; receiving and
answering correspondence (including requests for prospectuses and statements of
additional information for the Funds); performing subaccounting with respect to
Variable Products' values allocated to the Funds; preparing, printing and
distributing reports of values to owners of Variable Products who have contract
values allocated to the Funds; printing and distributing prospectuses,
statements of additional information, any supplements to prospectuses and
statements of additional information, and shareholder reports; preparing,
printing and distributing marketing materials for Variable Products; assisting
customers in completing applications for Variable Products and selecting
underlying mutual fund investment options; preparing, printing and distributing
subaccount performance figures for subaccounts investing in Fund shares; and
providing other reasonable assistance in connection with the distribution of
Fund shares to insurers.
2. We shall provide such office space and equipment, telephone facilities and
personnel (which may be all or any part of the space, equipment and facilities
currently used in our business, or all or any personnel employed by us) as is
necessary or beneficial for us to provide information and services to existing
and prospective owners of Variable Products, and to assist you in providing
services with respect to Variable Products.
3. We agree to indemnify and hold you, the Funds, and the Funds' advisers and
transfer agent harmless from any and all direct or indirect liabilities or
losses resulting from requests, directions, actions or inactions, of or by us or
our officers, employees or agents regarding the purchase, redemption, transfer
or registration of Fund shares that underlie Variable Products of our clients.
Such indemnification shall survive the termination of this Contract.
Neither we nor any of our officers, employees or agents are authorized to
make any representation concerning Fund shares except those contained in the
registration statement or prospectus for the Fund shares, as such registration
statement and prospectus may be amended or supplemented from time to time, or in
reports or proxy statements for the Fund, or in sales literature or other
promotional material approved by the Fund or its designee or by you, except with
the permission of the Fund or you or the designee of either.
4. In consideration of the services and facilities described herein, we shall
be entitled to receive, and you shall pay or cause to be paid to us, fees at an
annual rate as set forth on the accompanying fee schedule. We understand that
the payment of such fees has been authorized pursuant to, and shall be paid in
accordance with, a Distribution and Service Plan approved by the Board of
Trustees of the applicable Fund, by those Trustees who are not "interested
persons" of the Fund (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of the Distribution and Service
Plan or in any agreements related to the Distribution and Service Plan
("Qualified Trustees"), and by shareholders of such class; and that such fees
are subject to change during the term of this Contract and shall be paid only so
long as this Contract is in effect. We also understand and agree that,
notwithstanding anything to the contrary, if at any time payment of all such
fees would, in your reasonable determination, conflict with the limitations on
sales or service charges set forth in Section 2830(d) of the NASD Conduct Rules,
then such fees shall not be paid; provided that in such event each Fund's Board
of Trustees may, but is not required to, establish procedures to pay such fees,
or a portion thereof, in such manner and amount as they shall deem appropriate.
5. We agree to conduct our activities in accordance with any applicable federal
or state laws and regulations, including securities laws and any obligation
thereunder to disclose to our clients the receipt of fees in connection with
their investment in Variable Products.
6. This Contract shall continue in force for one year from the effective date
(see below), and thereafter shall continue automatically for successive annual
periods, provided such continuance is specifically subject to termination
without penalty at any time if a majority of each Fund's Qualified Trustees or a
majority of the outstanding voting securities (as defined in the 1940 Act) of
the applicable class vote to terminate or not to continue the Distribution and
Service Plan. Either of us also may cancel this Contract without penalty upon
telephonic or written notice to the other; and upon telephonic or written notice
to us, you may also amend or change any provision of this Contract. This
Contract will also terminate automatically in the event of its assignment (as
defined in the 1940 Act).
7. All communications to you shall be sent to you at your offices, 82
Devonshire Street, Boston, MA 02109. Any notice to us shall be duly given if
mailed or telegraphed to us at the address shown in this Contract.
8. This Contract shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.
Very truly yours,
ING America Equities, Inc. BY:/s/ James L. Livingston
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Name of Qualified Recipient (Please Print or Type) James L. Livingston, Jr.
President
1290 Broadway
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Street
Denver Colorado 80203
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City State Zip Code
Date:
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FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Eric D. Roiter
--------------------------------
Eric D. Roiter
Vice President
NOTE: Please return TWO signed copies of this Service Contract to Fidelity
Distributors Corporation. Upon acceptance, one countersigned copy will be
returned to you.
FOR INTERNAL USE ONLY:
EFFECTIVE DATE:
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FEE SCHEDULE FOR QUALIFIED RECIPIENTS OF
Variable Insurance Products Fund - High Income Portfolio
Variable Insurance Products Fund - Equity-Income Portfolio
Variable Insurance Products Fund - Growth Portfolio
Variable Insurance Products Fund - Overseas Portfolio
Variable Insurance Products Fund II - Asset Manager Portfolio
Variable Insurance Products Fund II - Contrafund Portfolio
Variable Insurance Products Fund II - Asset Manager: Growth Portfolio
Variable Insurance Products Fund III - Growth Opportunities Portfolio
Variable Insurance Products Fund III - Balanced Portfolio
Variable Insurance Products Fund III - Growth & Income Portfolio
Variable Insurance Products Fund III - Mid Cap Portfolio
(1) Those who have signed the Service Contract and who render distribution,
administrative support and recordkeeping services as described in paragraph 1 of
the Service Contract will hereafter be referred to as "Qualified Recipients."
(2) A Qualified Recipient providing services pursuant to the Service
Contract will be paid a monthly fee at an annualized rate of 10 basis points of
the average aggregate net assets of its clients invested in Service Class shares
of the Funds listed above.
(3) In addition, a Qualified Recipient providing services pursuant to the
Service Contract will be paid a quarterly fee at an annualized rate of 5 basis
points of the average aggregate net assets of its clients invested in service
class Shares of the Funds listed above. In order to be assured of receiving full
payment under this paragraph (3) for a given calendar quarter, a Qualified
Recipient must have insurance company clients with a minimum of $100 million of
average net assets in the aggregate in the Funds listed below. For any calendar
quarter during which assets in these Funds are in the aggregate less than $100
million, the amount of qualifying assets may be considered to be zero for the
purpose of computing the payments due under this paragraph (3), and the payments
under this paragraph (3) may be reduced or eliminated.
Variable Insurance Products Fund - Equity-Income Portfolio Variable Insurance
Products Fund - Growth Portfolio Variable Insurance Products Fund - Overseas
Portfolio Variable Insurance Products Fund II - Asset Manager Portfolio Variable
Insurance Products Fund II - Contrafund Portfolio Variable Insurance Products
Fund II - Asset Manager: Growth Portfolio Variable Insurance Products Fund III -
Growth Opportunities Portfolio Variable Insurance Products Fund III - Balanced
Portfolio Variable Insurance Products Fund III - Growth & Income Portfolio
Variable insurance Products Fund III - Mid Cap Portfolio
(4) The fees paid to each Qualified Recipient will be calculated and paid
quarterly. Checks will be mailed to each Qualified Recipient by the 30th of
the following month.
SCHEDULE OF VARIABLE PRODUCTS ISSUED BY
SECURITY LIFE OF DENVER INSURANCE COMPANY
WITH "SERVICE CLASS" SHARES
Strategic Benefit VUL