EXHIBIT 99-B.8.66
November 13, 2000
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Aetna Life Insurance and Annuity Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
RE: AMENDMENT TO EXHIBIT B (NSCC VERSION) OF MASTER SHAREHOLDER
SERVICES AGREEMENT FOR THE FRANKLIN ▇▇▇▇▇▇▇▇▇ FUNDS
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This letter hereby amends the Master Shareholder Services Agreement dated
August 28, 2000 with Aetna Life Insurance Annuity Company for the Franklin
▇▇▇▇▇▇▇▇▇ Funds by replacing Exhibit B with the attached Exhibit B.
Please acknowledge your agreement to the foregoing amendment by signing
where indicated below.
FRANKLIN/▇▇▇▇▇▇▇▇▇ DISTRIBUTORS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman of the Board
FRANKLIN/▇▇▇▇▇▇▇▇▇ INVESTOR SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇, ▇▇.
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▇▇▇▇▇ ▇. ▇▇▇, ▇▇., President
Accepted and agreed to:
AETNA IFE INSURANCE AND ANNUITY COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Title: Vice President
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Date: November 21, 2000
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EXHIBIT B
PROVISIONS RELATING TO AGENCY SERVICES (NSCC VERSION)
A. You, or your agent or designee, agree, in connection with establishing
an account or accounts for Benefit Plans or for the separate accounts which fund
the group annuity contracts, to complete an Account Application for each
registration, if requested by Franklin ▇▇▇▇▇▇▇▇▇.
B. You represent that you or your agent or designee are members of the
National Securities Clearing Corporation ("NSCC") and you agree that the terms
and conditions of NSCC membership shall be incorporated herein and the parties
hereto shall act according to their duties as NSCC members and the procedures
established by the NSCC, specifically with respect to the transmission and
acceptance of electronic instructions for the purchase and redemption of Fund
shares through the NSCC's Defined Contribution Clearance and Settlement
("DCC&S") System.
C. We will furnish or cause to be furnished to you, for each Fund (1)
confirmed net asset value information as of the close of trading (currently 4:00
p.m. Eastern time, 1:00 p.m. Pacific time) on the New York Stock Exchange (the
"Close of Trading") on each business day that the New York Stock Exchange is
open for business (each a "Business Day") or at such other time as the net asset
value of a Fund is calculated, as disclosed in the relevant then current
prospectus(es), in a format which includes the Fund's name and the change from
the last calculated net asset value, (2) dividend and capital gains information
as it arises, and (3) in the case of fixed income funds, the daily accrual or
the distribution rate factor. We shall use our best efforts to provide such
information to you via the NSCC's Networking or Mutual Fund Profile system by
6:30 p.m. Eastern time, 3:30 p.m. Pacific time.
D. You, as agent for the Franklin ▇▇▇▇▇▇▇▇▇ Funds shall for each Fund
Account: (1) receive from the Benefit Plans for acceptance before the Close of
Trading on each Business Day: (a) orders for the purchase of shares of any Fund,
(b) exchange orders, and (c) redemption requests and redemption directions with
respect to shares of any Fund held by the Benefit Plans ("Instructions"); (2)
transmit to the NSCC net purchase and/or net redemption Instructions to be
received by us no later than 6:00 a.m. Eastern time, 3:00 a.m. Pacific time on
the next Business Day; and (3) upon acceptance of any such Instructions,
communicate such acceptance to the applicable Benefit Plans (a "Confirmation").
All Instructions shall include the fund/broker account number assigned to your
account(s). The Business Day on which such Instructions are received in proper
form by you and time stamped by the Close of Trading will be the date as of
which Fund shares shall be deemed purchased, exchanged, or redeemed, provided
such Instructions are transmitted to us within the time set forth above.
Instructions received in proper form by you and time stamped after the Close of
Trading on any given Business Day shall be treated as if received on the next
Business Day. You warrant that all orders, Instructions and Confirmations
received by you which will be transmitted to us for processing on a Business Day
will have been received and time stamped prior to the Close of Trading on that
Business Day. Instructions received after the 6 a.m. time set forth above shall
be processed on the next Business Day. If specifically agreed to by us in
writing, you may have the option of communicating Instructions to us by means
other than DCC&S but such option will only be applicable to such Fund Accounts
and for such periods as is specifically agreed to in advance.
B-1
E. In the event that NSCC systems are not functioning on a given Business
Day, you shall transmit Instructions to us via facsimile within one hour of the
time set forth above. However, this paragraph E will not be applicable to
Instructions which have already been entered into DCC&S but not received by us.
You must call the existence of any such Instructions to our attention and we
will use commercially reasonable efforts to process those Instructions in a
mutually satisfactory manner.
F. Net purchase and net redemption transactions shall be settled in
accordance with NSCC rules and procedures. In the event that NSCC systems are
not functioning on a given Business Day (1) for net purchase Instructions, you
shall wire payment, or arrange for payment to be wired by your designated bank,
in immediately available funds, to a Fund custodial account or accounts
designated by us; and (2) for net redemption Instructions, we shall wire
payment, or arrange for payment to be wired, in immediately available funds, to
an account designated by you in the Application described in paragraph A above.
Such wires must be received no later than the close of the Federal Bank on the
Business Day such Instructions are received by us in accordance with Paragraph D
above.
G. Nothing herein shall prevent a Fund from delaying or suspending the
right of redemption in accordance with the provisions of the Investment Company
Act of 1940, as amended, and the rules thereunder.
H. You shall be solely responsible for the accuracy of any Instruction
transmitted to us via NSCC systems or otherwise and the transmission of such
Instruction shall constitute your representation to us that the Instruction is
accurate, complete and duly authorized by the Benefit Plan participant whose
Fund shares are the subject of the Instruction. You shall assume responsibility
for any loss to us or to a Fund caused by a cancellation or correction made
subsequent to the date as of which an order or Instruction has been placed, and
you will immediately pay such loss to us or such Fund upon notification. You
agree to indemnify and hold us harmless with respect to any such losses
including losses resulting from Instructions involving investments in incorrect
Funds. We shall indemnify and hold you harmless from the effective date of this
Agreement against any amount you are required to pay to Benefit Plans or Benefit
Plan participants due to (1) the Fund's incorrect calculation of the daily net
asset value, dividend rate, or capital gains distribution rate; or, (2)
incorrect reporting of the daily net asset value, dividend rate, or capital gain
distribution rate. 'Any gain or overpayment to you, or the Benefit Plan or
Benefit Plan participants, attributable to the incorrect calculation or
reporting of the daily net asset value to the extent such gains or overpayments
are able to be returned to the Fund by adjusting the number of Fund shares held
in Benefit Plan participant accounts, shall be returned to the Fund promptly
upon notification of such incorrect calculation or reporting. You will submit an
invoice to us for any such amounts paid by you as a result of the foregoing,
which shall be payable by us within sixty (60) days of receipt. In the event
that a Benefit Plan participant has redeemed all of his or her shares from a
mispriced Fund, you agree to make a reasonable effort to recover from the
Benefit Plans or Benefit Plan participants any material overpayments from the
Benefit Plan participants; however, when recovery of an overpayment from such
participant will cause you to incur significant administrative expenses, such as
personnel and mailing expenses, you will not be required to pursue such
overpayment unless we agree to reimburse you for such related administrative
expenses, which shall be quantified in advance and shall not exceed $150.00 per
Benefit Plan participant.
B-2
I. Each party shall notify the other of any errors or omissions in any
information including the net asset value and distribution information set forth
above, and interruptions in or delay or unavailability of, the means of
transmittal of any such information as promptly as possible. You agree to
maintain reasonable Errors and Omissions insurance coverage commensurate with
your responsibilities under this Agreement.
B-3