Exhibit e
AMENDED AND RESTATED
UNDERWRITER'S AGREEMENT
This Amended and Restated Underwriter's Agreement is hereby agreed to as of
July 30, 2002 by and between American Fidelity Dual Strategy Fund, Inc. (the
"Fund") and American Fidelity Securities, Inc. (the "Underwriter") as follows;
A. The Fund and the Underwriter previously entered into an Underwriter's
Agreement dated January 1, 1999 (the "Original Agreement"), pursuant
to which the Fund proposed to issue shares of the Fund to American
Fidelity Assurance Company (the "Insurance Company") to fund two
variable annuity contracts (the "Initial Contracts") issued by the
insurance company and sold to the public by the Underwriter, and the
Underwriter agreed to provide sales service subject to the terms and
conditions therein.
B. Since the date of the Original Agreement, the Insurance Company has
established a new variable annuity contract (the "New Contract") in
addition to the Initial Contracts contemplated by the Original
Agreement (together, the "Annuity Contracts").
C. The Fund and the Underwriter have agreed that the terms of the
Original Agreement shall apply to the New Contract, as well as to the
Initial Contracts.
Accordingly, the parties hereby agree as follows:
1. The Annuity Contracts set forth on Exhibit 1 will be issued
by the Insurance Company through the Separate Accounts
identified on Exhibit 1 (together, the "Separate Accounts")
and such Annuity Contracts shall be funded entirely or
partially by shares of the Fund.
2. The Fund grants the Underwriter the right during the term of
this Agreement, subject to registration requirements of the
Securities Act of 1933 and the Investment Company Act of
1940 and the provisions of the Securities Exchange Act of
1934, to be a distributor of the Annuity Contracts. The
Underwriter will sell the Annuity Contracts under such terms
as set by the Insurance Company and will make such sales to
purchasers permitted by such Annuity Contracts as specified
in the applicable prospectus for such Annuity Contract.
3. Underwriter shall be compensated by the Insurance Company
for its distribution services in connection with the
Separate Accounts, such amount as to meet all of its
obligations to selling broker-dealers with respect to all
purchase payments accepted by the Insurance Company on the
Annuity Contracts covered hereby.
4. On behalf of the Separate Accounts, the Fund shall furnish
the Underwriter with copies of prospectuses, financial
statements and other documents which Underwriter reasonable
requests for use in connection with the distribution of the
Annuity Contracts. The Fund shall provide the Underwriter
such number of copies of the current effective prospectuses
pertaining to each of the Variable Annuities as Underwriter
shall request.
5. The Underwriter is not authorized to give any information,
or to make any representations concerning the Fund other
than those contained in the current registration statements
or prospectuses relating to the Fund filed with the
Securities and Exchange Commission or such sales literature
as may be authorized by the Fund.
6. Both parties to this Agreement agree to keep the necessary
records as indicated by applicable state and federal law and
to render the necessary assistance to one another for the
accurate and timely preparation of such records.
7. Unless otherwise terminated pursuant to the terms hereof,
this agreement shall remain in effect unless terminated as
hereinafter provided. This Agreement shall automatically be
terminated in the even of its assignment by the Underwriter.
8. This Agreement may at any time be terminated by either party
hereto upon 60 days' written notice to the other party.
9. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed
to have been given on the date of service if serve
personally on the party to whom notice is to be given, or on
the date of mailing if sent by First Class Mail, Registered
or Certified, postage prepaid and properly addressed.
IN WITNESS WHEREOF, parties hereto have caused this instrument to be signed
on their behalf by their respective officer thereunto duly authorized.
Dated as of the day and year first stated above.
FUND
AMERICAN FIDELITY DUAL
STRATEGY FUND, INC.
BY: ▇▇▇▇ ▇. ▇▇▇
▇▇▇▇ ▇. ▇▇▇, Chairman
ATTEST:
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, Secretary
UNDERWRITER
AMERICAN FIDELITY FIDELITY
SECURITIES, INC.
BY: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
ATTEST:
▇▇▇▇▇▇ ▇. ▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇, Secretary
Exhibit A
Separate Account Annuity Contract
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Separate Account A AFAdvantage Variable Annuity(R)
Separate Account B AFPR1ME GROWTH Variable Annuity(TM)
Separate Account C 457(b) Group Variable Annuity