Ex. 99-B.8.12
Form of Fund Participation Agreement dated as of ______________, 2000 between
American Century Services Corporation, American Century Investment Services,
Inc. and Aetna Life Insurance and Annuity Company
FUND PARTICIPATION AGREEMENT
between
FUND and ALIAC
This Agreement, made and entered into as of the first day of July, 2000, by
and between Aetna Life Insurance and Annuity Company (the "Company"), American
Century Services Corporation ("Fund Agent"), and American Century Investment
Services, Inc. (the "Distributor"), whereby one or more of the Funds shall be
made available by Distributor from time to time (the "Funds"), each of which is
a series of mutual fund shares registered under the Investment Company Act of
1940, as amended and issued by a registered investment company (collectively,
the "Issuers") to serve as underlying investment media for Variable Annuity
Contracts ("Contracts") to be issued by the Company.
1. Establishment of Account.
------------------------
The Company represents that it has established Variable Annuity
Accounts B, C, D and F and may establish such other accounts as may be
set forth in Schedule A attached hereto and as may be amended from
time to time with the mutual consent of the parties hereto (the
"Accounts"), each of which is a separate account under Connecticut
Insurance law that is either registered as an investment company under
the Investment Company Act of 1940 (the "1940 Act"), or not required
to be registered under the 1940 Act pursuant to applicable exclusions
under the 1940 Act, to serve as an investment vehicle for the
Contracts. Each Contract provides for the allocation of net amounts
received by the Company to an Account for investment in the shares of
one of more specified open-end management investment companies
available through that Account as underlying investment media.
Selection of a particular investment management company and changes
therein from time to time are made by the participant or Contract
owner, as applicable under a particular Contract.
2. Pricing Information; Orders; Settlement.
---------------------------------------
(a) The Distributor will make Fund shares available to be purchased by the
Company, and will accept redemption orders from the Company, on behalf
of each Account at the net asset value applicable to each order on
those days on which the Fund calculates its net asset value (a
"Business Day"). Fund shares shall be purchased and redeemed in such
quantity and at such time determined
by the Company to be necessary to meet the requirements of those
Contracts for which the Fund serve as underlying investment media.
(b) The Distributor will provide to the Company closing net asset value,
dividend and capital gain information at the close of trading each day
that the New York Stock Exchange (the "Exchange" is open (each such
day a "Business Day"), and in no event later than 6:30 p.m. Eastern
time on such Business Day. The Company will send via facsimile or
electronic transmission to the Distributor or its specified agent
orders to purchase and/or redeem Fund shares by 9:00 a.m. Eastern Time
the following Business Day. Payment for net purchases will be wired by
the Company to an account designated by the Distributor to coincide
with the order for shares of the Fund.
(c) The Distributor hereby appoints the Company as its agent for the
limited purpose of accepting purchase and redemption orders for Fund
shares relating to the Contracts from Contract owners or participants.
Orders from Contract owners or participants received from any
distributor of the Contracts (including affiliates of the Company) by
the Company, acting as agent for the Distributor, prior to the close
of the Exchange on any given Business Day will be executed by the
Distributor at the net asset value determined as of the close of the
Exchange on such Business Day, provided that the Distributor receives
written (or facsimile) notice of such order by 9:00 a.m. Eastern Time
on the next following Business Day. Any orders received by the Company
acting as agent on such day but after the close of the Exchange will
be executed by the Fund at the net asset value determined as of the
close of the Exchange on the next business day following the day of
receipt of such order, provided that the Fund receives written (or
facsimile) notice of such order by 9:00 a.m. Eastern Time within one
day following the day of receipt of such order. All orders are subject
to acceptance or rejection by Distributor or the Funds in the sole
discretion of any of them.
(d) Payments for net redemptions of shares of the Fund will be wired by
the Fund to an account designated by the Company under normal
conditions by 4:00 p.m. Eastern Time on the same Business Day the
Company places an order to redeem Fund Shares provided, however, the
Issuers reserve the right to settle redemption transactions within the
time period set forth in the applicable Fund's then current
prospectus. Payments for net purchases of the Fund will be wired by
the Company to an account designated by the Fund by 4:00 p.m. Eastern
Time on the same Business Day the Company places an order to purchase
Fund shares. Payments shall be in federal funds transmitted by wire.
On any Business Day when the Federal Wire Transfer System is closed,
all communication and processing rules will be suspended for the
settlement of orders. Orders will be settled on the next Business Day
on which the Federal Reserve Wire Transfer System is open and the
original date
2
of trade will apply.
(e) In lieu of the applicable provisions set forth in subparagraphs 3(a)
through 3(e) above, the parties may agree to provide pricing
information, execute orders and wire payments for purchases and
redemptions through National Securities Clearing Corporation's
Fund/SERV System, in which case such activities will be governed by
the provisions set forth in Exhibit A to this Agreement.
(f) Each party has the right to rely on information or confirmations
provided by the other party (or by any affiliate of the other party),
and shall not be liable in the event that an error is a result of any
misinformation supplied by the other party.
(g) The Company agrees to purchase and redeem the shares of the Funds
named in this Agreement hereof offered by the then current prospectus
and statement of additional information of the Fund in accordance with
the provisions of such prospectus and statement of additional
information.
(h) The Fund or the Distributor shall indemnify and hold the Company
harmless, from the effective date of this Agreement, against any
amount the Company is required to pay to Contract owners or
participants due to an incorrect calculation or reporting by the Fund
or Distributor of a Fund's daily net asset value, dividend rate, or
capital gains distribution rate that is deemed to be material under
the pricing policy of the Fund's Board of Directors or which
Distributor deems necessary to correct at the shareholder level. In
addition, the Fund or the Distributor shall be liable to the Company
for out of pocket costs incurred by the Company in making a Contract
owner's or a Participant's account whole, if such costs or expenses
are a result of the Fund's failure to provide correct net asset
values, dividend or capital gains or financial information and if such
information is not corrected by 4:00 p.m. East Coast time of the next
business day after releasing such incorrect information provided the
incorrect NAV as well as the correct NAV for each dday that the error
occurred is provided. If a mistake is caused in supplying the
information or confirmations, which results in a reconciliation with
incorrect information, the amount required to make a Contract owner's
or a participant's account whole shall be borne by the party providing
the incorrect information, regardless of when the error is corrected.
3. Expenses.
---------
(a) Except as otherwise provided in this Agreement, all expenses incident
to the performance by the Fund under this Agreement shall be paid by
the Fund, including the cost of registration of Fund shares with the
Securities and Exchange Commission (the "SEC") and in states where
required. The Fund
3
and Distributor shall pay no fee or other compensation to the Company
under this Agreement, and the Company shall pay no fee or other
compensation to the Fund or Distributor, except as provided in Section
4 below as may be amended from time to time with the mutual consent of
the parties hereto. All expenses incident to performance by each party
of its respective duties under this Agreement shall be paid by that
party, unless otherwise specified in this Agreement.
(b) Distributor shall provide the Company with copies of each Issuer's
proxy materials, periodic fund reports to shareholders and other
materials that are required by law to be sent to the Issuers'
shareholders. In addition, Distributor shall provide the Company with
a sufficient quantity of prospectuses of the Funds to be used in
conjunction with the transactions contemplated by this Agreement,
together with such additional copies of the Issuers' prospectuses as
may be reasonably requested by the Company. If a plan provides for
pass-through voting by its participants, or if the Company determines
that pass-through voting is required by law, Distributor will provide
the Company with a sufficient quantity of proxy materials for each
participant under such plan or plans.
(c) The cost of preparing, printing and bulk shipping to the Company's
warehouse, or making available through electronic medium, of the
prospectuses, periodic fund reports and other materials of the Issuers
for the Company's use in marketing shares of the Funds to Contract
owners or participants shall be paid by Distributor or its agents or
affiliates; provided, however, that if at any time Distributor or its
agent reasonably deems the usage by the Company or a Contract owner of
such items for marketing purposes to be excessive, it may, prior to
the delivery of any quantity of materials in excess of what it deemed
reasonable, request that the Company or the Contract owner, as the
case may be, demonstrate the reasonableness of such usage. If
Distributor believes the reasonableness of such usage has not been
adequately demonstrated, it may request that the party responsible for
such excess usage pay the cost of printing (including press time) and
delivery of any excess copies of such materials. Unless the Company or
the Contract owner, as the case may be, agrees to make such payments,
Distributor may refuse to supply such additional materials and
Distributor shall be deemed in compliance with this Section 3 if it
delivers to the Company at least the number of prospectuses and other
materials as may be required by the Issuers under applicable law.
(d) The cost of preparing, printing and distribution of prospectuses,
periodic fund reports and other materials of the Issuers to the
Contract owners or their participants shall be paid by either the
Company, the Contract owner or the participants, and shall not be the
responsibility of the Distributor or the
4
Issuers. The cost of distribution of proxies to Contract owners or
participants shall be paid by the Distributor.
4. Compensation.
(a) The Company shall be the sole shareholder of Fund shares purchased for
the Variable Annuity Contracts pursuant to this Agreement (the "Record
Owner"). The Record Owner shall properly complete any applications or
other forms required by Distributor or the Issuers from time to time.
(b) Distributor acknowledges that it will derive a substantial savings in
administrative expenses, such as a reduction in expenses related to
postage, shareholder communications and recordkeeping, by virtue of
having a single shareholder account per Fund for the Accounts rather
than having each Contract owner or participant as a shareholder. In
consideration of the Administrative Services as specified on Exhibit B
and performance of all other obligations under this Agreement by the
Company, Distributor will pay the Company a fee (the "Administrative
Services Fee") as specified on Schedule B attached hereto on the
average aggregate amount invested in the Accounts under the terms of
this Agreement. Distributor will calculate the amount of the Payment
to be made pursuant to this Section 4 at the end of each calendar
quarter and will make such payment to the Company within 30 days
thereafter. The parties acknowledge that the payments received by the
Company under this Section 4 are for administrative and shareholder
services only and to not constitute payment in any manner for
investment advisory services or for costs of distribution.
(c) In consideration of performance of the Distribution Services specified
on Exhibit C by the Company, Distributor will pay to the Company or to
an affiliate designated by the Company, a fee as specified on Schedule
B attached hereto on the average aggregate amount invested by the
Company in Advisor Class shares of the Funds under this Agreement.
Distributor will calculate the amount of the payment to be made
pursuant to this Section 4 at the end of each calendar quarter and
will make such payment to the Company within 30 days thereafter.
(d) The reimbursement set forth in Schedule B is conditional upon the
addition of the Ultra Fund (Advisor Class) and Income & Growth Fund
(Advisor class) in October 2000 to several plans and/or products
offered by the Company (either under Variable Annuity Contracts
pursuant to the terms of this Agreement, or to retirement plans
pursuant to the terms of the Selling and Services Agreement between
the Company, Aetna Investment Services, Inc. and Distributor dated as
of July, 2000). In the event the Company fails to add the additional
Funds, the fees, as set forth in Schedule C shall apply as of July 1,
2000.
5
(e) For the purposes of computing the payment to the Company contemplated
by this Section 4, the average aggregate amount invested by the
Company on behalf of the Accounts in the Funds over a one month period
shall be computed by totaling the Company's aggregate investment
(share net asset value multiplied by total number of shares of the
Funds held by the Company) on each Business Day during the month and
dividing by the total number of Business Days during such month.
(f) Such payment to the Company for the relevant months shall be wired to:
Wachovia Bank Account Number 8732071464
ABA #▇▇▇▇▇▇▇▇▇
Reference: American Century Service/12b-1 fees
(g) A statement showing the calculations of the amounts being paid for the
relevant months and such other supporting data as may be reasonably
requested by the Company and unless otherwise directed in writing by
the Company shall be mailed to:
Aetna Financial Services, Inc.
Attn: Central Valuation Unit
Conveyor TN41
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
5. Representations.
---------------
The Company agrees that it and its agents shall not, without the written
consent of the Fund or the Distributor, make representations concerning the
Fund, or its shares except those contained in the then current prospectuses and
in current printed sales literature approved by or deemed approved by the Fund
or the Distributor.
6. Termination.
-----------
This agreement shall terminate as to the sale and issuance of new
Contracts:
(a) at the option of either the Company, the Distributor or the Fund, upon
six (6) months advance written notice to the other parties or upon
sixty (60) days' written notice pursuant to a vote of a majority of
outstanding securities of the Funds;
(b) at the option of the Company, upon one week advance written notice to
the Distributor and the Fund, if Fund shares are not available for any
reason to meet the requirement of Contracts as determined by the
Company.
6
Reasonable advance notice of election to terminate shall be furnished
by Company;
(c) at the option of either the Company, the Distributor or the Fund,
immediately upon institution of formal proceedings against the
broker-dealer or broker-dealers marketing the Contracts, the Account,
the Company, the Fund or the Distributor by the National Association
of Securities Dealers, Inc. (the "NASD"), the SEC or any other
regulatory body;
(d) upon the determination of the Accounts to substitute for the Fund's
shares the shares of another investment company in accordance with the
terms of the applicable Contracts. The Company will give 60 days
written notice to the Fund and the Distributor of any decision to
replace the Fund's' shares;
(e) upon assignment of this Agreement, unless made with the written
consent of all other parties hereto;
(f) if Fund shares are not registered, issued or sold in conformance with
Federal law or such law precludes the use of Fund shares as an
underlying investment medium for Contracts issued or to be issued by
the Company. Prompt notice shall be given by the appropriate party
should such situation occur.
(g) By a vote of a majority of the independent directors of any Fund.
7. Continuation of Agreement.
-------------------------
Termination as the result of any cause listed in Section 6 shall not affect
the Distributor's obligation to furnish Fund shares to Contracts then in force
for which its shares serve or may serve as the underlying medium unless such
further sale of Fund shares is prohibited by law or the SEC or other regulatory
body.
8. Advertising Materials; Filed Documents.
--------------------------------------
(a) Advertising and sales literature with respect to the Fund prepared by
the Company or its agents for use in marketing its Contracts will be
submitted to the Distributor or its designee for review before such
material is submitted to any regulatory body for review. Distributor
shall advise the submitting party in writing within a reasonable time
period after receipt of such material, generally not expected to be
more than five (5) business days, of its approval or disapproval of
such materials.
(b) At the Distributor's request, the Company will provide to the
Distributor at least one complete copy of all registration statements,
prospectuses, statements of additional information, annual and
semi-annual reports, proxy statements, and all amendments or
supplements to any of the above that relate to the
7
Account promptly after the filing of such document with the SEC or
other regulatory authority.
(c) The Fund or the Distributor will provide to the Company, in electronic
format, performance updates and portfolio updates for the Funds as
soon as is reasonably practicable, assumed to be within 10 business
days after the end of each calendar quarter under normal conditions.
9. Proxy Voting.
------------
(a) The Company shall provide pass-through voting privileges on Fund
shares held by the separate accounts to all Contract owners.
(b) The Company will distribute to Contract owners all proxy material
furnished by the Distributor and will vote Fund shares in accordance
with instructions received from such Contract owners. The Company and
its agents shall not oppose or interfere with the solicitation of
proxies for Fund shares held for such Contract owners and
participants.
10. Indemnification.
---------------
(a) The Company agrees to indemnify and hold harmless the Fund and the
Distributor, and its directors, officers, employees, agents and each
person, if any, who controls the Fund or its investment adviser within
the meaning of the Securities Act of 1933 (the "1933 Act") against any
losses, claims, damages or liabilities to which the Fund or any such
director, officer, employee, agent, or controlling person may become
subject, under the 1933 Act or otherwise, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement of any material fact
contained in the Registration Statement, prospectus or sales
literature of the Company or arise out of or are based upon the
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, or
arise out of or as a result of conduct, statements or representations
(other than statements or representations contained in the
prospectuses or sales literature of the Fund) of the Company or its
agents, with respect to the sale and distribution of Contracts for
which Fund shares are the underlying investment. The Company will
reimburse any legal or other expenses reasonably incurred by the Funds
and Distributor or any such director, officer, employee, agent,
investment Distributor, or controlling person in connection with
investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company will not be liable in any
such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon (i) an untrue statement or omission or
alleged omission made in such Registration Statement or prospectus in
conformity with written materials furnished to the Company by the
Distributor
8
specifically for use therein or (ii) the willful misfeasance, bad
faith, or gross negligence by the Fund or Distributor in the
performance of its duties or the Funds' or Distributor's reckless
disregard of obligations or duties under this Agreement or to the
Company, whichever is applicable. This indemnity agreement will be in
addition to any liability which Company may otherwise have.
(b) The Funds and the Distributor agree to indemnify and hold harmless the
Company and its directors, officers, employees, agents and each
person, if any, who controls the Company within the meaning of the
1933 Act against any losses, claims, damages or liabilities to which
the Company or any such director, officer, employee, agent or
controlling person may become subject, under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement of any material fact contained in the Registration
Statement, prospectuses or sales literature of the Fund or arise out
of or are based upon the omission to state therein a material fact
required to be stated therein or material fact required to be stated
therein or necessary to make the statements therein not misleading.
The Distributor will reimburse any legal or other expenses reasonably
incurred by the Company or any such director, officer, employee,
agent, or controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action; provided,
however, that the Fund or Distributor will not be liable in any such
case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or omission or
alleged omission made in such Registration Statement or prospectuses
which are in conformity with written materials furnished to the
Distributor by the Company specifically for use therein or (ii) the
willful misfeasance, bad faith, or gross negligence by the Company in
the performance of its duties or the Company's reckless disregard of
obligations or duties under this Agreement or to the Funds or the
Distributor, whichever is applicable. This indemnity will be in
addition to any liability which the Funds or the Distributor may
otherwise have.
(c) Promptly after receipt by an indemnified party hereunder of notice of
the commencement of action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party
hereunder, notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party
otherwise than under this Section 9. In case any such action is
brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party
will be entitled to participate therein and, to the extent that it may
wish to, assume the defense thereof, with counsel satisfactory to such
indemnified party, and after notice from the indemnifying party to
such indemnified party of its election to assume the defense thereof,
the indemnifying party will not be
9
liable to such indemnified party under this Section 10 for any legal
or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation.
(d) If the indemnifying party assumes the defense of any such action, the
indemnifying party shall not, without the prior written consent of the
indemnified parties in such action, settle or compromise the liability
of the indemnified parties in such action, or permit a default or
consent to the entry of any judgment in respect thereof, unless in
connection with such settlement, compromise or consent, each
indemnified party receives from such claimant an unconditional release
from all liability in respect of such claim.
11. Additional Covenants and Agreements
(a) Each party shall comply with all provisions of federal and state laws
applicable to its respective activities under this Agreement. All obligations of
each party under this Agreement are subject to compliance with applicable
federal and state laws.
(b) Each party shall promptly notify the other party in the event that it
is, for any reason, unable to perform any of its obligations under this
Agreement.
(c) The Company covenants and agrees that all Orders accepted and
transmitted by it hereunder with respect to each Plan on any Business Day will
be based upon instructions that it received from the Plan, the Participants, or
a Plan's sponsor and/or authorized committee, in proper form prior to the Close
of Trading of the Exchange on that Business Day. The Company shall time stamp
all Orders or otherwise maintain records that will enable the Company to
demonstrate compliance with Section 3(c) hereof. Further, upon reasonable
request by Distributor, the Company will provide evidence reasonably
satisfactory to the Fund's Board of Directors to demonstrate its compliance with
Rule 22c-1 requirements and provide the requester with copies of its internal
control report, if one is obtained.
(d) The Company covenants and agrees that all Orders transmitted to the
Issuers, whether by telephone, telecopy, or other electronic transmission
acceptable to Distributor, shall be sent by or under the authority and direction
of a person designated by the Company as being duly authorized to act on behalf
of the owner of the Plans. Distributor shall be entitled to rely on the
existence of such authority and to assume that any person transmitting Orders
for the purchase, redemption or transfer of Fund shares on behalf of the Company
is "an appropriate person" as used in Sections 8-107 and 8-401 of the Uniform
Commercial Code with respect to the transmission of instructions regarding Fund
shares on behalf of the owner of such Fund shares. The Company shall maintain
the confidentiality of all passwords and security procedures issued, installed
or otherwise put in place with respect to the use of Remote Computer Terminals
and assumes full responsibility for the security therefor. The Company further
agrees to be responsible for the accuracy, propriety and consequences of all
data transmitted to Distributor by the
10
Company by telephone, telecopy or other electronic transmission acceptable to
Distributor.
(e) The Company agrees that, to the extent it is able to do so, it will use
its best efforts to give equal emphasis and promotion to shares of the Funds as
is given to other unaffiliated underlying investment options available to the
Plans, subject to applicable Securities and Exchange Commission and National
Association of Securities Dealers, Inc. rules.
(f) The Company shall not, without the written consent of Distributor, make
representations concerning the Issuers or the shares of the Funds except those
contained in the then-current prospectus and in current printed sales literature
approved by Distributor or the Issuers.
(g) Use of Names. Except as otherwise expressly provided for in this
Agreement or except in any materials that simply list the Funds' names, neither
Distributor, nor any of its affiliates, nor the Funds shall use any trademark,
trade name, service ▇▇▇▇ or logo of the Company, or any variation of any such
trademark, trade name, service ▇▇▇▇ or logo, without the Company's prior written
consent, the granting of which shall be at the Company's sole option. Except as
otherwise expressly provided for in this Agreement, the Company shall not use
any trademark, trade name, service ▇▇▇▇ or logo of the Issuers or Distributor,
or any variation of any such trademarks, trade names, service marks or logos,
without the prior written consent of either the Issuers or Distributor, as
appropriate, the granting of which shall be at the sole option of Distributor
and/or the Issuers, as appropriate.
12. Miscellaneous.
-------------
(a) Amendment and Waiver. Neither this Agreement, nor any provision
hereof, may be amended, waived, discharged or terminated orally, but
only by an instrument in writing signed by all parties hereto.
(b) Notices. All notices and other communications hereunder shall be given
or made in writing and shall be delivered personally, or sent by
telex, facsimile or registered or certified mail, postage prepaid,
return receipt requested, or recognized overnight courier service to
the party or parties to whom they are directed at the following
addresses, or at such other addresses as may be designated by notice
from such party to all other parties.
11
To the Company:
Aetna Life Insurance and Annuity Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Counsel
To the Fund or Distributor:
American Century Investment Services, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇, Esq.
(▇▇▇) ▇▇▇-▇▇▇▇ (office number)
(▇▇▇) ▇▇▇-▇▇▇▇ (fax)
Any notice, demand or other communication given in a manner prescribed in
this subsection (b) shall be deemed to have been delivered on receipt.
(c) Successors and Assigns. This agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective permitted
successors and assigns. This Agreement may not be assigned except as
permitted in Section 6(e), and will be terminated upon any assignment
not meeting the requirements of Section 6(e).
(d) Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one
agreement, and any party hereto may execute this Agreement by signing
any such counterpart.
(e) Severability. In case any one or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or
impaired thereby.
(f) Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties hereto and supersedes all prior
agreement and understandings relating to the subject matter hereof,
including the Fund Participation Agreement dated as of May 6, 1994 by
and between Aetna Life Insurance and Annuity Company, Investors
Research Corporation (now American Century Investment Management,
Inc.) and Twentieth Century Investors, Inc.(now American Century
Mutual Funds, Inc.), and as amended as of December 30, 1998 (which
amendment included American Century World Mutual Funds, Inc. as a
party).
12
(g) Survival. The provisions of Section 11(g) (Use of Names) and Section
10 (Indemnification) of this Agreement shall survive termination of
this Agreement.
(h) It is understood by the parties that this Agreement is not an
exclusive arrangement in any respect.
(i) The terms of this Agreement and the Schedules and Exhibits thereto
will be held confidential by each party except to the extent that
either party or its counsel may deem it necessary to disclose such
terms.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their
duly authorized officers effective as of the date first written above.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By:__________________________
Name:________________________
Title:_______________________
AMERICAN CENTURY INVESTMENT SERVICES, INC.
By:__________________________
Name:________________________
Title:_______________________
AMERICAN CENTURY SERVICES CORPORATION
By:__________________________
Name:________________________
Title:_______________________
13
Schedule A
(For any future separate accounts - See Section 1)
14
EXHIBIT A
Procedures for Pricing and Order/Settlement Through National Securities Clearing
Corporation's Mutual Fund Profile System and Mutual Fund Settlement, Entry and
Registration Verification System
1. As provided in Section 3(f) of the Fund Participation Agreement, the parties
hereby agree to provide pricing information, execute orders and wire payments
for purchases and redemptions of Fund shares through National Securities
Clearing Corporation ("NSCC") and its subsidiary systems as follows:
(a) American Century Services Corporation ("Fund Agent") will furnish to the
Company or its affiliate through NSCC's Mutual Fund Profile System ("MFPS")
(1) the most current net asset value information for each Fund, (2) a
schedule of anticipated dividend and distribution payment dates for each
Fund, which is subject to change without prior notice, ordinary income and
capital gain dividend rates on the Fund's ex-date, and (4) in the case of
fixed income funds that declare daily dividends, the daily accrual or the
interest rate factor. All such information shall be furnished to the
Company or its affiliate by 6:30 p.m. Eastern Time on each business day
that the Fund is open for business (each a "Business Day") or at such other
time as that information becomes available. Changes in pricing information
will be communicated to both NSCC and the Company or its affiliate.
(b) Upon receipt of Fund purchase, exchange and redemption instructions for
acceptance as of the time at which a Fund's net asset value is calculated
as specified in such Fund's prospectus ("Close of Trading") on each
Business Day ("Instructions"), and upon its determination that there are
good funds with respect to Instructions involving the purchase of Shares,
the Company or its affiliate will calculate the net purchase or redemption
order for each Fund. Orders for net purchases or net redemptions derived
from Instructions received by AISI or its affiliate prior to the Close of
Trading on any given Business Day will be sent to the Defined Contribution
Interface of NSCC's Mutual Fund Settlement, Entry and Registration
Verification System ("Fund/SERV") by 5:00 a.m. Eastern Time on the next
Business Day. Subject to the Company's or its affiliate's compliance with
the foregoing, the Company or its affiliate will be considered the agent of
the Fund Agent and the Funds, and the Business Day on which Instructions
are received by the Company or its affiliate in proper form prior to the
Close of Trading will be the date as of which shares of the Funds are
deemed purchased, exchanged or redeemed pursuant to such Instructions.
Instructions received in proper form by the Company or its affiliate after
the Close of Trading on any given Business Day will be treated as if
received on the next following Business Day. Dividends and capital gains
distributions will be automatically reinvested at net asset value in
accordance with the Fund's then current prospectuses.
15
(c) The Company or its affiliate will wire payment for net purchase orders by
the Fund Agent's NSCC Firm Number, in immediately available funds, to an
NSCC settling bank account designated by the Company or its affiliate no
later than 5:00 p.m. Eastern time on the same Business Day such purchase
orders are communicated to NSCC. For purchases of shares of daily dividend
accrual funds, those shares will not begin to accrue dividends until the
day the payment for those shares is received.
(d) NSCC will wire payment for net redemption orders by Fund, in immediately
available funds, to an NSCC settling bank account designated by the Company
or its affiliate, by 5:00 p.m. Eastern Time on the Business Day such
redemption orders are communicated to NSCC, except as provided in a Fund's
prospectus and statement of additional information.
(e) With respect to (c) or (d) above, if Fund Agent does not send a
confirmation of the Company's or its affiliate's purchase or redemption
order to NSCC by the applicable deadline to be included in that Business
Day's payment cycle, payment for such purchases or redemptions will be made
the following Business Day.
(f) If on any day the Company or its affiliate or Fund Agent is unable to meet
the NSCC deadline for the transmission of purchase or redemption orders, it
may at its option transmit such orders and make such payments for purchases
and redemptions directly to Fund Agent or to the Company or its affiliate,
as applicable, as is otherwise provided in the Agreement.
(g) These procedures are subject to any additional terms in each Fund's
prospectus and the requirements of applicable law. The Funds reserve the
right, at their discretion and without notice, to suspend the sale of
shares or withdraw the sale of shares of any Fund.
2. The Company or its affiliate, Fund Agent and clearing agents (if applicable)
are each required to have entered into membership agreements with NSCC and met
all requirements to participate in the MFPS and Fund/SERV systems before these
procedures may be utilized. Each party will be bound by the terms of their
membership agreement with NSCC and will perform any and all duties, functions,
procedures and responsibilities assigned to it and as otherwise established by
NSCC applicable to the MFPS and Fund/SERV system and the Networking Matrix Level
utilized, except that (i) we agree to conduct business on Networking ▇▇▇▇▇ ▇
only; (ii) Section 12 of Article IV relating to governing law is hereby amended
by deleting the second sentence of such section; and (iii) Section 13 of Article
IV relating to arbitration of disputes is hereby deleted and shall be of no
force and effect.
3. Except as modified hereby, all other terms and conditions of the Agreement
shall remain in full force and effect. Unless otherwise indicated herein, the
terms defined in the Agreement shall have the same meaning as in this Exhibit.
16
EXHIBIT B
ADMINISTRATIVE SERVICES
Pursuant to the Agreement to which this is attached, the Company shall perform
all administrative and shareholder services required or requested by Contract
owners or participants under the Variable Annuity Contracts, including, but not
limited to, the following:
1. Transmit purchase and redemption orders to the Funds pursuant to
instructions received by Contract owners or participants, in accordance with
procedures set forth in Section 2 to the Agreement.
2. Distribute to the Contract owners or participants, as appropriate,
copies of the Funds' prospectus, proxy material, periodic fund reports to
shareholders and other materials that the Funds or the Company are required by
law or otherwise to provide to Contract owners or participants under Variable
Annuity Contracts that use the Funds as investment options.
3. Maintain and preserve all records as required by law to be maintained
and preserved in connection with providing the Administrative Services for
Contract owners or participants under the Variable Annuity Contracts.
17
EXHIBIT C
DISTRIBUTION SERVICES
Pursuant to the Agreement to which this is attached, the Company or an affiliate
shall perform distribution services for Advisor Class shares of the Funds,
including, but not limited to, the following:
1. Receive and answer correspondence from prospective Variable Annuity
Contract owners or participants, including distributing prospectuses, statements
of additional information, and shareholder reports.
2. Provide facilities to answer questions from prospective investors about
Fund shares.
3. Provide other reasonable assistance in connection with the distribution
of Fund shares.
18