EXHIBIT 99-B.8.64
FIFTH AMENDMENT TO
PARTICIPATION AGREEMENT
THIS FIFTH AMENDMENT TO THE PARTICIPATION AGREEMENT (the "Fifth Amendment")
is made and entered into as of the 10th day of October, 2000, by and between
AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut
corporation, on its own behalf and on behalf of each segregated asset account of
the Company (each an "Account") set forth on Schedule A of the Original
Agreement (defined below), and FIDELITY DISTRIBUTORS CORPORATION (the
"Underwriter"), a Massachusetts corporation.
WITNESSETH:
WHEREAS, the Company and the Underwriter are parties to a Participation
Agreement, dated February 17, 1994, as amended by the First Amendment to
Participation Agreement dated as of February 1, 1995, the Second Amendment to
Participation Agreement dated as of May 1, 1995, the Third Amendment to
Participation Agreement dated as of November 1, 1995, and the Fourth Amendment
to Participation Agreement dated as of September 21, 1998 (the "Original
Agreement");
WHEREAS, the Company and the Underwriter now desire to modify the Original
Agreement to (1) include on Schedule A the following separate accounts of the
Company: Variable Annuity Account B, Variable Annuity Account C, and Variable
Annuity Account D; and (2) include in the list of funds referenced on Schedule A
the following funds: Advisor Balanced Fund and Advisor Mid Cap Fund.
NOW THEREFORE, in consideration of the premises and the mutual covenants
and promises expressed herein, the parties agree as follows:
1. Schedule A of the Original Agreement is hereby deleted and replaced with
Schedule A attached hereto and dated October 10, 2000;
2. The Original Agreement, as supplemented by this Fifth Amendment, is
ratified and confirmed; and
3. This Fifth Amendment may be executed in two or more counterparts, which
together shall constitute one instrument.
IN WITNESS WHEREOF, the parties have executed this Fifth Amendment as of
the date first above written.
AETNA LIFE INSURANCE AND FIDELITY DISTRIBUTORS
ANNUITY COMPANY CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President Title: Vice President
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SCHEDULE A
SEPARATE ACCOUNT INVESTS IN ALL THE
NAME OF SEPARATE ACCOUNT FUNDS SHOWN BELOW
--------------------------------------------------------------------------------
VARIABLE ANNUITY ACCOUNT B ADVISOR OVERSEAS FUND
ADVISOR EQUITY PORTFOLIO GROWTH FUND
VARIABLE ANNUITY ACCOUNT C ADVISOR EQUITY PORTFOLIO INCOME FUND
ADVISOR STRATEGIC OPPORTUNITIES FUND
VARIABLE ANNUITY ACCOUNT D ADVISOR HIGH YIELD FUND
ADVISOR INCOME & GROWTH FUND
VARIABLE ANNUITY ACCOUNT F ADVISOR GOVERNMENT INVESTMENT FUND
ADVISOR GROWTH OPPORTUNITIES FUND
ADVISOR GLOBAL RESOURCES FUND
ADVISOR BALANCED FUND
ADVISOR MID CAP FUND
DATE OF AMENDMENT TO SCHEDULE A: OCTOBER 10, 2000
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FOURTH AMENDMENT TO
PARTICIPATION AGREEMENT
THIS FOURTH AMENDMENT TO THE FUND
PARTICIPATION AGREEMENT (the "Fourth
Amendment") is made and entered into as of the 21st day of SEPTEMBER, 1998, by
and between AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a
Connecticut corporation, on its own behalf and on behalf of each segregated
asset account of the Company (each an "Account") set forth on Schedule A of the
Original Agreement (defined below), and FIDELITY DISTRIBUTORS CORPORATION (the
"Underwriter"), a
Massachusetts corporation.
WITNESSETH
WHEREAS, the Company and the Underwriter are parties to a
Participation
Agreement, dated February 17, 1994 (the "Original Agreement"), as supplemented
by the First Amendment to Participation Agreement dated as of February 1, 1995,
the Second Amendment to Participation Agreement dated as of May 1, 1995 and the
Third Amendment to Participation Agreement dated as of November 1, 1995 (the
"Third Amendment");
WHEREAS, the Company and the Underwriter now desire to modify the Original
Agreement to add Fidelity Advisor Equity Growth Fund to Schedule A.
NOW THEREFORE, in consideration of the premises and the mutual covenants
and promises expressed herein, the parties agree as follows:
1. Schedule A of the Original Agreement is hereby deleted and replaced with
Schedule A attached hereto and dated SEPTEMBER 21, 1998;
2. The Original Agreement, as supplemented by the Third Amendment and this
Fourth Amendment, is ratified and confirmed; and
3. This Fourth Amendment may be executed in two or more counterparts, which
together shall constitute one instrument.
IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as of
the date first above written.
AETNA LIFE INSURANCE AND FIDELITY DISTRIBUTORS
ANNUITY COMPANY CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President Title: Vice President
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Date: 9/29/98 Date: 9/22/98
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SCHEDULE A
POLICY FORM NUMBERS OF
CONTRACTS ISSUED
NAME OF SEPARATE THROUGH SEPARATE SEPARATE ACCOUNT INVESTS IN ALL THE
ACCOUNT ACCOUNT FUNDS SHOWN BELOW
------------------------------------------------------------------------------------
Separate Account F G-CDA-ID(DCF) Advisor Overseas Fund
GF-PVA-IC Fidelity Equity Income Fund (formerly
GFA-PVA-IC Advisor Equity Portfolio Income Fund)
G-CDA-94 (DCF)(CA) Advisor Strategic Opportunities Fund
Advisor High Yield Fund
Advisor Balanced Fund (formerly Advisor
Income & Growth Fund)
Advisor Government Investment Fund
Advisor Growth Opportunities Fund
Advisor Natural Resources Fund
(formerly Advisor Global Resources
Fund)
Advisor Equity Growth Fund
* Fidelity Magellan Fund
* Fidelity Puritan Fund
* Fidelity Retirement Growth Fund
Any state variation of the above-referenced contracts are considered included on
this Schedule A.
*These Funds are only available for use with policy form number
G-CDA-94(DCF)(CA) and are only available to those participants who were invested
in them prior to November 1, 1995 in connection with the Deferred Compensation
Plan of the County of San Bernardino, California.
Date of Amendment: SEPTEMBER 21, 1998
THIRD AMENDMENT TO
PARTICIPATION AGREEMENT
THIS THIRD AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "Third
Amendment") is made and entered into as of the 1st day of November, 1995, by and
among AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut
corporation, on its own behalf and on behalf of each segregated asset account of
the Company (each an "Account") set forth on Schedule A of the Original
Agreement (defined below), and FIDELITY DISTRIBUTORS CORPORATION (the
"Underwriter"), a
Massachusetts corporation.
WITNESSETH
WHEREAS, the Company and the Underwriter are parties to a Participation
Agreement, dated February 17, 1994 (the "Original Agreement"), as supplemented
by the First Amendment to Participation Agreement dated as of February 1, 1995
and the Second Amendment to Participation Agreement dated as of May 1, 1995;
WHEREAS, the Company and the Underwriter now desire to modify the Original
Agreement to add an additional Contract bearing policy form number G-CDA-94
(DCF)(CA) ("New Contract") under which shares of certain open-end investment
companies distributed by the Underwriter and registered under the Investment
Company Act of 1940, as amended, will be made available (individually, the
"Fund" and collectively, the "Funds");
NOW THEREFORE, in consideration of the premises and the mutual covenants
and promises expressed herein, the parties agree as follows:
1. Schedule A of the Original Agreement is hereby deleted and replaced with
Schedule A attached hereto effective as of November 1, 1995;
For the Funds shown on Schedule A that are available only to the New
Contract, Sections 1.1 and 1.2 of the Original Agreement are replaced with
the following.
1.1 The Underwriter agrees to make available shares of the Fund(s)
indefinitely for purchase by the Company and Account F as investments
for the New Contract, executing orders for purchase and redemptions at
the net asset value next determined in accordance with the then
current prospectus for the Fund, provided that the Company qualifies
for any sales load waiver described in the then current prospectus,
when such orders for purchases and redemptions are received by the
Fund or its designee prior to the Close of Trading on such Business
Day. For the purposes of this Section 1.1, the Company shall be the
designee of the Fund for receipt of such orders from Account F on
behalf of the New Contracts and receipt by such designee will
constitute receipt by the Fund. The Company will place its order for
the Funds' shares with the Fund's transfer agent or its designee by
1:00 a.m. Eastern Time of the next following day
("Next Following Day"). The Company shall be liable for any such
orders received by the Fund's transfer agent after 1:00 a.m. Eastern
Time of such Next Following Day, but relating to the prior Business
Day which result in dilution of any Fund's net asset value. The
Company shall place a redemption or purchase order for each Fund for
which it has received orders. If no such orders are received in proper
form by Underwriter or its designee with respect to a Business Day,
Underwriter may assume, and shall be fully protected in so assuming,
that no orders for the purchase, exchange or redemption or Fund shares
were received by the Company, for any such Business Day.
1.2 In the event there are purchases on any Business Day for any Fund, the
Company will wire to the Funds' transfer agent by the Close of Trading
on the next succeeding day that both the New York Stock Exchange and
banks are open for business ("TD + 1) the dollar amount of the net
purchases. If the wire is not received by such time, the Funds'
transfer agent shall be entitled to compensation from Company for the
amount of such purchases plus interest at the annual rate of prime
plus 2 percent.
In the event there is a redemption for a Fund for the day, the Funds'
transfer agent will wire to Company by the Close of Trading on TD + 1
the dollar amount of the redemption, subject to the right of each Fund
to delay payment in accordance with the terms of its then current
prospectus. If the wire is not received by Company by such time,
Company will contact the Funds' transfer agent. If it is determined
that the Funds' transfer agent was negligent in initiating the wire,
the transfer agent will compensate Company for the amount of the
overdraft.
Dividends and capital gains distributions will be automatically
reinvested on the payable date at net asset value in accordance with
each Fund's then current prospectus.
2. The Original Agreement, as supplemented by this Third Amendment, is
ratified and confirmed; and
3. This Third Amendment may be executed in two or more counterparts, which
together shall constitute one instrument.
IN WITNESS WHEREOF, the parties have executed this Third Amendment as of
the date first above written.
AETNA LIFE INSURANCE AND FIDELITY DISTRIBUTORS
ANNUITY COMPANY CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Senior Vice President Title: President
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SCHEDULE A
POLICY FORM NUMBERS OF
CONTRACTS ISSUED
NAME OF SEPARATE THROUGH SEPARATE SEPARATE ACCOUNT INVESTS IN ALL THE
ACCOUNT ACCOUNT FUNDS SHOWN BELOW
------------------------------------------------------------------------------------
Separate Account F G-CDA-ID(DCF) Advisor Overseas Fund
GF-PVA-IC Advisor Equity Portfolio Income Fund
GFA-PVA-IC Advisor Strategic Opportunities Fund
G-CDA-94 (DCF)(CA) Advisor High Yield Fund
Advisor Income & Growth Fund
Advisor Government Investment Fund
Advisor Growth Opportunities Fund
Advisor Global Resources Fund
* Fidelity Magellan Fund
* Fidelity Puritan Fund
* Fidelity Retirement Growth Fund
Any state variation of the above-referenced contracts are considered included on
this Schedule A.
*These Funds are only available for use with policy form number G-CDA-94
(DCF)(CA) and are only available to those participants who were invested in them
prior to November 1, 1995 in connection with the Deferred Compensation Plan of
the County of San Bernardino, California.
Date of Amendment: November 1, 1995
SECOND AMENDMENT TO
PARTICIPATION AGREEMENT
THIS SECOND AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "Second
Amendment") is made and entered into as of the 1st day of May, 1995, by and
among AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut
corporation, on its own behalf and on behalf of each segregated asset account of
the Company (each an "Account") set forth on Schedule A of the Original
Agreement (defined below), and FIDELITY DISTRIBUTORS CORPORATION (the
"Underwriter"), a
Massachusetts corporation.
WITNESSETH
WHEREAS, the Company and the Underwriter are parties to a Participation
Agreement, dated February 17, 1994, as supplemented by First Amendment to
Participation Agreement dated as of February 1, 1995 (the "Original Agreement");
and
WHEREAS, the Company and the Underwriter now desire to modify the Original
Agreement to add additional Contracts funded by each Account.
NOW THEREFORE, in consideration of the premises and the mutual covenants
and promises expressed herein, the parties agree as follows:
1. Schedule A of the Original Agreement is hereby deleted and replaced with
Schedule A attached hereto, effective as of May 1, 1995;
2. the Original Agreement, as supplemented by this Second Amendment, is
ratified and confirmed; and
3. this Second Amendment may be executed in two or more counterparts, which
together shall constitute one instrument.
IN WITNESS WHEREOF, the parties have executed this Second Amendment as of
the date first above written.
AETNA LIFE INSURANCE AND FIDELITY DISTRIBUTORS
ANNUITY COMPANY CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------- ------------------------
Title: Senior Vice President Title: President
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SCHEDULE A
POLICY FORM NUMBERS OF
CONTRACTS ISSUED
NAME OF SEPARATE THROUGH SEPARATE SEPARATE ACCOUNT INVESTS IN ALL THE
ACCOUNT ACCOUNT FUNDS SHOWN BELOW
------------------------------------------------------------------------------------
Separate Account F G-CDA-ID(DCF) Advisor Overseas Fund
GF-PVA-IC Advisor Equity Portfolio Growth Fund
GFA-PVA-IC Advisor Equity Portfolio Income Fund
Advisor Strategic Opportunities Fund
Advisor High Yield Fund
Advisor Income & Growth Fund
Advisor Government Investment Fund
Advisor Growth Opportunities Fund
Advisor Global Resources Fund
Any state variation of the above-referenced contracts are considered included on
this Schedule A.
Date of Amendment: May 1, 1995
FIRST AMENDMENT TO
FUND PARTICIPATION AGREEMENT
THIS FIRST AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "First Amendment")
is made and entered into as of the 1st day of February, 1995, by and among AETNA
LIFE INSURANCE AND ANNUITY COMPANY ("ALIAC") a Connecticut corporation located
at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and FIDELITY DISTRIBUTORS
CORPORATION ("FDC"), principal underwriter of the shares of the Fidelity Advisor
Funds and the Money Funds (the "Portfolios"), located at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WITNESSETH
WHEREAS, ALIAC and FDC are parties to a Fund Participation Agreement, dated
February 28, 1994, (the "Original Agreement"); and
WHEREAS, ALIAC and FDC now desire to modify the Original Agreement to add the
Fidelity Advisor Global Resources Fund and the Fidelity Advisor Growth
Opportunities Fund to Schedule A.
NOW THEREFORE, in consideration of the premises and the mutual covenants and
promises expressed herein, the parties agree as follows:
1. Schedule A of the Original Agreement is hereby deleted and replaced with
Schedule A, dated March 1, 1995.
2. The Original Agreement, as supplemented by this First Amendment, is
ratified and confirmed.
3. This First Amendment may be executed in two or more counterparts, which
together shall constitute one instrument.
1
IN WITNESS WHEREOF, the parties have executed this First Amendment as of the
date first above written.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇▇▇▇▇
Senior Vice President
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
Title: President
------------------------
2
FIDELITY DISTRIBUTORS CORPORATION
AND
AETNA LIFE INSURANCE AND ANNUITY COMPANY
SCHEDULE A
POLICY FORM NUMBERS OF
CONTRACTS ISSUED
NAME OF SEPARATE THROUGH SEPARATE SEPARATE ACCOUNT INVESTS IN ALL THE
ACCOUNT ACCOUNT FUNDS SHOWN BELOW
------------------------------------------------------------------------------------
Separate Account F EGF-PVU-IC Advisor Overseas Fund
EGFA-PVU-IC Advisor Equity Portfolio Income Fund
GF-PVA-IC Advisor Equity Portfolio Growth Fund*
GFA-PVA-IC Advisor Strategic Opportunities Fund*
Advisor High Yield Fund*
Advisor Income and Growth Fund*
Advisor Government Investment Fund*
Advisor Growth Opportunities Fund
Advisor Global Resources Fund
*Specifies fund no longer being offered to new customers, existing customers
continue to invest in the fund.
Date of Supplement: March 1, 1995
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PARTICIPATION AGREEMENT
BETWEEN
FIDELITY DISTRIBUTORS CORPORATION
AND
AETNA LIFE INSURANCE AND ANNUITY COMPANY
THIS AGREEMENT, made and entered into as of this 17th day of February, 1994
by and between AETNA LIFE INSURANCE AND ANNUITY COMPANY, (hereinafter the
"Company"), a Connecticut corporation, on its own behalf and on behalf of each
segregated asset account of the Company set forth on Schedule A hereto, as may
be amended from time to time, (each such account hereinafter referred to as an
"Account" and collectively as the "Accounts"), and FIDELITY DISTRIBUTORS
CORPORATION (hereinafter the "Underwriter"), a
Massachusetts corporation.
WHEREAS, each Fund set forth on Schedule A hereto (which may be amended
from time to time by mutual written consent) engages in business as an open-end
management investment company.
WHEREAS, the beneficial interest in any Fund may be divided into several
series of shares, each designated a "Portfolio" as set forth in Schedule A and
representing the interest in a particular managed portfolio of securities and
other assets; and
WHEREAS, the Company has established the Accounts, to serve as investment
vehicles for the variable annuity contracts and funding agreements offered by
the Company set forth on Schedule A (which may be amended from time to time by
mutual written consent) ("Contracts"). Selection of a particular investment
company may made by the owner of a certificate issued under a Contract
("Certificate") in accordance with the provisions of the applicable Contract;
and
WHEREAS, the Underwriter is registered as a broker/dealer with the
Securities and Exchange Commission (the "SEC") under the Securities Exchange Act
of 1934, as amended, (hereinafter the "1934 Act"), and is a member in good
standing of the National Association of Securities Dealers, Inc. (hereinafter
"NASD"); and
WHEREAS, to the extent permitted by applicable securities and insurance
laws and regulations, the Company intends to purchase shares in the Portfolios
on behalf of each Account to fund certain of the aforesaid Contracts.
NOW, THEREFORE, in consideration of their mutual promises, the Company and
the Underwriter agree as follows:
1
ARTICLE 1. SALE OF FUND SHARES
1.1. The Underwriter agrees to make available shares of the Portfolios
indefinitely for purchase at the applicable net asset value per share next
computed in accordance with the then current prospectus for the applicable Fund
after receipt by the applicable Fund of the order for purchase by the Company
and its Accounts on those days on which the applicable Fund calculates its net
asset value pursuant to rules of the SEC; provided that the Company qualifies
for any sales load waiver described in the then current prospectus for such
Portfolio. The Company shall pay for Fund shares on the next Business Day after
an order to purchase Fund shares is made. "Business Day" shall mean any day on
which the New York Stock Exchange is open for trading and on which the Fund
calculates its net asset value pursuant to the rules of the Securities and
Exchange Commission. Payment shall be in federal funds transmitted by wire. Upon
receipt by a Fund of the federal funds so wired, for purposes of Section 2.6
such funds shall cease to be the responsibility of the Company and shall become
the responsibility of the Fund. The Funds shall use reasonable efforts to
calculate such net asset value on each day that the New York Stock Exchange is
open for trading and to make their net asset values available to the Company by
7 p.m. Boston time. Notwithstanding the foregoing, the Board of Trustees of the
Funds (hereinafter the "Board") may refuse to sell shares of any Portfolio to
any person, or suspend or terminate the offering of shares of any Portfolio if
such action is required by law or by regulatory authorities having jurisdiction
or is, in the sole discretion of the Board acting in good faith and in light of
their fiduciary duties under federal and any applicable state laws, necessary in
the best interests of the shareholders of such Portfolio.
1.2. Each Fund, on behalf of its Portfolios, agrees to redeem for cash, on
the Company's request, any full or fractional shares of the Portfolios held by
the Company, executing such requests on a daily basis at the net asset value
next computed in accordance with the then current prospectus for the applicable
Fund after receipt by the applicable Fund of the request for redemption.
1.3. The Company agrees that all net amounts available under the Contracts
shall be invested in the Portfolios, or in the Company's general account,
provided that such amounts may also be invested in an investment company other
than the Portfolios if (a) such other investment company, or series thereof, has
investment objectives or policies that are substantially different from the
investment objectives and policies of all the Portfolios; or (b) the Company
gives the Underwriter 60 days written notice of its intention to make such other
investment company available as a funding vehicle for the Contracts; or (c) such
other investment company was available as a funding vehicle for the Contracts
prior to the date of this Agreement and the Company so informs the Underwriter
prior to their signing this Agreement; or (d) the Underwriter consents to the
use of such other investment company.
1.4. Issuance and transfer of the Portfolios' shares will be by book entry
only. Stock certificates will not be issued to the Company or any Account.
Shares ordered from the Portfolios will be recorded in an appropriate title for
each Account or the appropriate subaccount of each Account.
1.5. The Funds shall furnish same day notice (by wire or telephone,
followed by written confirmation) to the Company of any income, dividends or
capital gain distributions payable on the Funds' shares. The Company hereby
elects to receive all such income dividends and capital gain distributions as
are payable on the Portfolio shares in additional shares of that Portfolio. The
Company reserves the right to revoke this election and to receive all such
income dividends and capital gain distributions in cash. The Funds shall notify
the Company of the number of shares so issued as payment of such dividends and
distributions.
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1.6. The Company shall not redeem Fund shares attributable to the Contracts
(as opposed to shares attributable to the Company's assets held in the Account)
except (i) as necessary to implement Contract Owner or other appropriate
persons' initiated or approved transactions, or (ii) as required by state and/or
federal laws or regulations or judicial or legal precedent of general
application (hereinafter referred to as "Legally Required Redemptions"). Upon
request, the Company will promptly furnish to the Underwriter the opinion of
counsel for the Company (which counsel shall be reasonably satisfactory to the
Underwriter) to the effect that any redemption pursuant to clause (ii) above is
a Legally Required Redemption. Furthermore, except in cases where permitted
under the terms of the Contracts or any retirement arrangement ("plans") funded
thereby, the Company shall not prevent Contract Owners or other appropriate
persons, as the case may be, from allocating payments to a Fund that was
otherwise available under the Contracts or the plans, as appropriate, without
first giving the Underwriter 90 days notice of its intention to do so.
ARTICLE II. REPRESENTATIONS AND WARRANTIES
2.1. The Company represents and warrants that the Contracts and any
Certificates issued thereunder are or will be registered under the Securities
Act of 1933 ("1933 Act") or are exempt from registration thereof; that the
Contracts and Certificates will be issued and sold in compliance in all material
respects with all applicable Federal and State laws and that the sale of the
Contracts and Certificates shall comply in all material respects with state
insurance suitability requirements. The Company further represents and warrants
that it is an insurance company duly organized and in good standing under
applicable law and that it has legally and validly established each Account
prior to any issuance or sale thereof as a segregated asset account under
Section 38a-433 of the Connecticut Insurance Code and that each Account is or
will be registered as a unit investment trust in accordance with the provisions
of the Investment Company Act of 1940 ("1940 Act") to serve as a segregated
investment account for the Contracts, or is both exempt from registration
thereunder and is not an investment company for any purpose under the 1940 Act,
particularly Section 12(d) thereof.
2.2. The Underwriter represents that each Fund is currently qualified as a
Regulated Investment Company under Subchapter M of the Internal Revenue Code of
1986, as amended, (the "Code") and that it will make every effort to maintain
such qualification (under Subchapter M or any successor or similar provision)
and that it will notify the Company immediately upon having a reasonable basis
for believing that any Fund ceased to so qualify or might not so qualify in the
future.
2.3. The Company represents that the Contracts and Certificates are
currently treated as annuity contracts or funding agreements under applicable
provisions of the Code and that it will make every effort to maintain such
treatment and that it will notify the Underwriter immediately upon having a
reasonable basis for believing that the Contracts or Certificates have ceased to
be so treated or that they might not be so treated in the future.
2.4. The Underwriter makes no representation as to whether any aspect of
any Fund's operations (including, but not limited to, fees and expenses and
investment policies) complies with the insurance laws or regulations of the
various states.
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2.5. The Underwriter represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Fund shares
in accordance with all applicable state and federal securities laws, including
without limitation the 1933 Act, the 1934 Act, and the ▇▇▇▇ ▇▇▇.
2.6. The Company represents and warrants that all of its directors,
officers, employees, investment advisers, and other individuals/entities dealing
with the money and/or securities of the Funds are and shall continue to be at
all times covered by a blanket fidelity bond or similar coverage for the benefit
of the Funds, in an amount not less than $2 million. The aforesaid Bond shall
include coverage for larceny and embezzlement and shall be issued by a reputable
bonding company.
2.7. The Underwriter represents and warrants that Fund shares sold pursuant
to this Agreement shall be registered under the 1933 Act, duly authorized for
issuance and sold in compliance with the laws of the State of Connecticut and
all applicable federal and state securities laws and that the Funds are and
shall remain registered under the 1940 Act. The Underwriter agrees that the
Funds shall amend the Registration Statements for their shares under the 1933
Act and the 1940 Act from time to time as required in order to effect the
continuous offering of their shares. The Funds shall register and qualify the
shares for sale in accordance with the laws of the various states only if and to
the extent deemed advisable by the Fund or the Underwriter.
2.8. The Underwriter represents that each Fund is lawfully organized and
validly existing under the laws of its state of domicile and that they do and
will comply in all material respects with the 1940 Act.
2.9. The Underwriter represents and warrants that the Funds' investment
adviser is and shall remain duly registered in all material respects under all
applicable federal and state securities laws and that the Funds' investment
adviser shall perform its obligations for the Funds in compliance in all
material respects with the laws of the State of Connecticut and any applicable
state and federal securities laws.
2.10. The Underwriter represents and warrants that all of its directors,
officers, employees, investment advisers, and other individuals/entities dealing
with the money and/or securities of the Fund are and shall continue to be at all
times covered by a blanket fidelity bond or similar coverage for the benefit of
the Fund in an amount not less than the minimal coverage as required currently
by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from
time to time. The aforesaid Bond shall include coverage for larceny and
embezzlement and shall be issued by a reputable bonding company.
ARTICLE III. PROSPECTUSES AND PROXY STATEMENTS; VOTING
3.1. To the extent required by applicable law, the Company will distribute
to Certificate owners all proxy material furnished by the Funds and will vote
Portfolio shares in accordance with instructions received from those Certificate
owners with Certificate value allocated to Portfolio shares. If not so required,
then the Company shall be required to distribute such materials only to Contract
4
Owners or other appropriate persons. The Company shall vote Portfolio shares for
which no instructions have been received in the same proportion as shares for
which such instructions have been received from Certificate owners. The Company
and its agents will in no way recommend action in connection with or oppose or
interfere with the solicitation of proxies for Portfolio shares held by
Certificate owners.
ARTICLE IV. SALES MATERIAL AND INFORMATION
4.1. The Company shall furnish, or shall cause to be furnished, to the
Underwriter or its designee, each piece of sales literature or other promotional
material in which any Fund or its investment adviser or the Underwriter is
named, at least fifteen Business Days prior to its use. No such material shall
be used if the Underwriter or its designee objects to such use within fifteen
Business Days after receipt of such material.
4.2. The Company shall not give any information or make any representations
or statements on behalf of any Fund or concerning any Fund in connection with
the sale of the Contracts and Certificates other than the information or
representations contained in the registration statement or prospectus for such
Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for such Fund,
or in sales literature or other promotional material approved by the Underwriter
or its designee, except with the permission of the Underwriter or its designee.
4.3. Sales literature in which any Fund or its investment advisor is named
shall be submitted to the SEC or NASD for review as required by applicable law.
Copies of any comments received shall be sent to the Underwriter or its
designee.
4.4. The Underwriter or its designee shall furnish, or shall cause to be
furnished, to the Company or its designee, each piece of sales literature or
other promotional material in which the Company or any Account is named, at
least fifteen Business Days prior to its use. No such material shall be used if
the Company or its designee objects to such use within fifteen Business Days
after receipt of such material.
4.5. The Underwriter shall not give any information or make any
representations on behalf of the Company or concerning the Company, any Account,
the Contracts or the Certificates other than the information or representations
in sales literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.
4.6. The Company will provide to the Underwriter at least one complete copy
of all registration statements, prospectuses, Statements of Additional
Information, reports, solicitations for voting instructions, applications for
exemptions, requests for no action letters, and all amendments to any of the
above, that relate to the Contracts or any Account, contemporaneously with the
filing of such document with the SEC or other regulatory authorities.
5
4.7. For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, or other public media), sales literature
(I.E., any written communication distributed or made generally available to
customers or the public, including brochures, circulars, research reports,
market letters, form letters, seminar texts, reprints or excerpts of any other
advertisement, sales literature, or published article), educational or training
materials or other communications distributed or made generally available to
some .or all agents or employees, and registration statements, prospectuses,
Statements of Additional Information, shareholder reports, and proxy materials.
ARTICLE V. FEES AND EXPENSES
5.1. The Underwriter shall pay no fee or other compensation to the Company
under this agreement, except that if a Fund or any Portfolio adopts and
implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then
the Underwriter may make payments to the Company or to the underwriter for the
Contracts if and in amounts agreed to by the Underwriter in writing and such
payments will be made out of existing fees otherwise payable to the Underwriter,
past profits of the Underwriter or other resources available to the Underwriter.
5.2. Each Fund shall bear the expenses for the cost of registration and
qualification of its shares, preparation and filing of its prospectus and
registration statement, proxy materials and reports. The Underwriter shall
provide to the Company one copy for each Account of each Fund's prospectus,
proxy materials and reports. The Company shall provide, at its own expense
unless otherwise agreed to in writing by the Company and any affiliate of the
Underwriter, a copy of such prospectuses, proxy materials and reports to
Certificate owners who have allocated a portion of their Certificate value to
the applicable Fund. In addition, the Company shall not permit any Certificate
owner to allocate any portion of their Certificate value to a Fund unless prior
to such allocation such Certificate owner has received a copy of the Fund's
current prospectus.
ARTICLE VI. INDEMNIFICATION
6.1. INDEMNIFICATION BY THE COMPANY
6.1(a). The Company agrees to indemnify and hold harmless each Fund and
each trustee of the Board and officers and each person, if any, who controls any
Fund within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 6.1) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Company) or litigation (including legal and other
expenses), to which the Indemnified Parties may become subject under any
statute, regulation, at common law or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) or settlements
are related to the sale or acquisition of any Fund's shares, the Contracts or
the Certificates and arise out of or result from or are based upon:
6
(i) any untrue statements or alleged untrue statements of any material
fact contained in the Registration Statement or prospectus for the
Contracts or contained in the Contracts or Certificates or sales
literature for the Contracts or Certificates (or any amendment or
supplement to any of the foregoing), or arise out of or are based upon
the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, provided that this agreement to indemnify shall
not apply as to any Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance upon and in
conformity with information furnished to the Company by or on behalf of
any Fund for use in the Registration Statement or prospectus for the
Contracts or Certificates or in the Contracts or Certificates or sales
literature (or any amendment or supplement thereto) or otherwise for use
in connection with the sale of the Contracts or Certificates or any Fund
shares; or
(ii) statements or representations (other than statements or
representations contained in the Registration Statement, prospectus or
sales literature of any Fund not supplied by the Company, or persons
under its control) or wrongful conduct of the Company or persons under
its control, with respect to the sale or distribution of the Contracts
or Certificates or any Fund Shares; or
(iii) untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement, prospectus, or sales literature
of any Fund or any amendment thereof or supplement thereto or the
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading if such a statement or omission was made in reliance upon
information furnished to the Underwriter by or on behalf of the Company;
or
(iv) failure by the Company to provide the services and furnish the
materials under the terms of this Agreement; or
(v) material breach of any representation and/or warranty made by the
Company in this Agreement or any other material breach of this Agreement
by the Company.
6.1(b). The Company shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Company in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Company of any
such claim shall not relieve the Company from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Company shall be entitled to participate,
at its own expense, in the defense of such action. The Company also shall be
entitled to assume the defense thereof, with counsel satisfactory to the party
named in the action. After notice from the Company to such party of the
Company's election to
7
assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Company will not be
liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.
6.1(c). The Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of any Fund's Shares or the Contracts or Certificates or
the operation of any Fund.
6.2. INDEMNIFICATION BY THE UNDERWRITER
6.2(a). The Underwriter agrees to indemnify and hold harmless the Company
and each of its directors and officers and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 6.2) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Underwriter) or litigation (including legal and other
expenses) to which the Indemnified Parties may become subject under any statute,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements are related to the
sale or acquisition of any Fund's shares or the Contracts or Certificates and
arise out of or result from or are based upon any:
(i) untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement or prospectus or sales
literature of any Fund (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading,
provided that this agreement to indemnify shall not apply as to any
Indemnified Party if such statement or omission or such alleged
statement or omission was made in reliance upon and in conformity with
information furnished to the Underwriter by or on behalf of the Company
for use in the Registration Statement or prospectus for any Fund or in
sales literature (or any amendment or supplement thereto) or otherwise
use in connection with the sale of the Contracts or Certificates or any
Fund shares; or
(ii) statements or representations (other than statements or
representations contained in the Registration Statement, prospectus or
sales literature for the Contracts or Certificates not supplied by the
Underwriter or persons under its control) or wrongful conduct of any
Fund, or Underwriter or persons under their control, with respect to the
sale or distribution of the Contracts or Certificates or any Fund
shares; or
(iii) untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement, prospectus, or sales literature
covering the Contracts or Certificates, or any amendment thereof or
supplement thereto, or the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statement or statements therein not misleading, if such statement or
omission was made in reliance upon information furnished to the Company
by or on behalf of any Fund; or
8
(iv) failure by any Fund to provide the services and furnish the
materials under the terms of this Agreement; or
(v) material breach of any representation and/or warranty made by the
Underwriter in this Agreement or any other material breach of this
Agreement by the Underwriter.
6.2(b). The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Underwriter in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Underwriter of
any such claim shall not relieve the Underwriter from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Underwriter will be entitled to
participate, at its own expense, in the defense thereof. The Underwriter also
shall be entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Underwriter to such party
of the Underwriter's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it,
and the Underwriter will not be liable to such party under this Agreement for
any legal or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.
6.2(c). The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of the Contracts or
Certificates or the operation of any Account.
ARTICLE VII. APPLICABLE LAW
7.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
7.2. This Agreement shall be subject to the provisions of the 1933, 1934
and 1940 Acts, and the rules and regulations and rulings thereunder, including
such exemptions from those statutes, rules and regulations as the SEC may grant
and the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE VIII. TERMINATION
8.1. This Agreement shall continue in full force and effect until the first
to occur of:
(a) termination by any party for any reason on sixty (60) days' advance
written notice delivered to the other parties; or
(b) termination by the Company by written notice to the Underwriter with
respect to any Portfolio based upon the Company's determination that
shares of such Portfolio are not reasonably available to meet the
requirements of the Contracts; or
9
(c) termination by the Company by written notice to the Underwriter with
respect to any Portfolio in the event any of the Portfolio's shares are
not registered, issued or sold in accordance with applicable state
and/or federal law or such law precludes the use of such shares as the
underlying investment media of the Contracts issued or to be issued by
the Company; or
(d) termination by the Company by written notice to the Underwriter with
respect to any Portfolio in the event that such Portfolio ceases to
qualify as a Regulated Investment Company under Subchapter M of the
Code or under any successor or similar provision, or if the Company
reasonably believes that such Fund may fail to so qualify; or
(e) termination by the Underwriter by written notice to the Company, in its
sole judgment exercised in good faith, that the Company and/or its
affiliated companies has suffered a material adverse change in its
business, operations, financial condition or prospects since the date
of this Agreement or is the subject of material adverse publicity; or
(f) termination by the Company by written notice to the Underwriter, if the
Company shall determine, in its sole judgment exercised in good faith,
that the Underwriter has suffered a material adverse change in its
business, operations, financial condition or prospects since the date
of this Agreement or is the subject of material adverse publicity.
8.2. Notwithstanding any termination of this Agreement, the Underwriter
shall, at the option of the Company, continue to make available additional
shares of the Funds pursuant to the terms and conditions of this Agreement, for
all Contracts in effect on the effective date of termination of this Agreement
ARTICLE IX. NOTICES
Any notice shall be sufficiently given when sent by registered or certified
mail to the other party at the address of such party set forth below or at such
other address as such party may from time to time specify in writing to the
other party.
If to the Underwriter:
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Treasurer
If to the Company:
Aetna Life Insurance and Annuity Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇
10
ARTICLE X. MISCELLANEOUS
10.1. Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and Certificates and all information reasonably
identified as confidential in writing by any other party hereto and, except as
permitted by this Agreement, shall not disclose, disseminate or utilize such
names and addresses and other confidential information without the express
written consent of the affected party until after such time, if any, as it has
come into the public domain.
10.2. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
10.3. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
10.4. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
10.5. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
10.6. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under, state and
federal laws.
10.7. This Agreement or any of the rights and obligations hereunder may not
be assigned by any party without the prior written consent of all parties
hereto; provided, however, that the Underwriter may assign this Agreement or any
rights or obligations hereunder to any affiliate of or company under common
control with the Underwriter, if such assignee is duly licensed and registered
to perform the obligations of the Underwriter under this Agreement.
10.8. The Company shall furnish, or shall cause to be furnished, to the
Fund or its designee copies of the following reports:
(a) the Company's annual statement (prepared under statutory accounting
principles) and annual report (prepared under generally accepted
accounting principles ("GAAP")), as soon as practical and in any event
within 90 days after the end of each fiscal year;
(b) the Company's quarterly statements (statutory and GAAP), as soon as
practical and in any event within 45 days after the end of each
quarterly period;
(c) any financial statement, proxy statement, notice or report of the
Company sent to stockholders and/or policyholders, as soon as practical
after the delivery thereof to stockholders;
11
(d) any registration statement (without exhibits) and financial reports of
the Company filed with the Securities and Exchange Commission or any
state insurance regulator, as soon as practical after the filing
thereof;
(e) any other report submitted to the Company by independent accountants in
connection with any annual, interim or special audit made by them of
the books of the Company, as soon as practical after the receipt
thereof.
10.9. All persons dealing with any Fund must look solely to the property of
the Fund for the enforcement of any claims against the Fund as neither the
Board, officers, agents or shareholders of any Fund assume any personal
liability for obligations entered into or on behalf of the Fund.
12
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its duly authorized representative
and its seal to be hereunder affixed hereto as of the date specified below.
Company: Underwriter:
AETNA LIFE INSURANCE AND ANNUITY COMPANY FIDELITY DISTRIBUTORS CORPORATION
By its authorized officer, By its authorized officer,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------- ---------------------------
Title: Senior VP Title: President
-------------------------------- ---------------------------
Date: 2/18/94 Date: 2/28/94
-------------------------------- ---------------------------
13
SCHEDULE A
POLICY FORM NUMBERS OF CONTRACTS SEPARATE ACCOUNT INVESTS IN ALL
NAME OF SEPARATE ACCOUNT ISSUED THROUGH SEPARATE ACCOUNT THE FUNDS SHOWN BELOW
------------------------ ------------------------------- ---------------------
Separate Account F EGF-PVU-IC Advisor Overseas Fund
EGFA-PVU-IC Advisor Equity Portfolio Growth Fund
Advisor Equity Portfolio Income Fund
Advisor Strategic Opportunities Fund
Advisor High Yield Fund
Advisor Income & Growth Fund
Advisor Government Investment Fund
14