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EXHIBIT 99-B.8.2
RESTATED MARKETING AND SERVICES AGREEMENT
AMONG
AETNA LIFE INSURANCE AND ANNUITY COMPANY
AND
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT
AND
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ SECURITIES
DATED
FEBRUARY 20, 1996
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RESTATED
MARKETING AND SERVICES AGREEMENT
THIS RESTATEMENT is made, by and among AETNA LIFE INSURANCE AND ANNUITY
COMPANY, a Connecticut insurance company and registered broker-dealer,
referred to herein as "ALIAC," with principal offices at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ CAPITAL
MANAGEMENT ("NACM"), a California limited partnership and registered
investment adviser, and ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ SECURITIES ("NAS"), a California
limited partnership and registered broker-dealer (together referred to herein
as "▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇"), each with its principal place of business at ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. This Restatement shall be
effective as of the date both parties hereto have executed this Restated
Agreement, as noted on the signature pages.
WITNESSETH:
WHEREAS, ALIAC is a stock life insurance company authorized to
conduct an insurance business in all fifty (50) states and the District of
Columbia; and
WHEREAS, ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ has expertise in the marketing and
servicing of investment products; and
WHEREAS, the exclusive principal underwriter and distributor for
the Contracts ("Underwriter") shall be ALIAC, a registered broker-dealer
authorized to conduct business in all fifty (50) states and the District of
Columbia, and ALIAC shall perform all functions relating to the acceptance of
applications for the Contracts; and
WHEREAS, the parties are desirous of entering into a relationship
whereby ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ will provide product development, marketing and
marketing support services in connection with certain variable insurance
products issued by ALIAC supported by separate accounts whose underlying
investment options will be registered investment companies advised or
administered by ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ or an Affiliate, and certain registered
investment companies advised and administered by ALIAC or an Affiliate and a
guaranteed option account managed by the General Account of ALIAC; and
WHEREAS, this Restatement is merely a restatement of the agreement
of the parties;
NOW, THEREFORE, it is agreed as follows:
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SECTION 1
DEFINITIONS
1.1 AFFILIATE.
"Affiliate" shall mean, with respect to a person, any other person
controlling, controlled by, or under common control with, such person in
accordance with Section 2(a)(3)(c) and Section 2(a)(9) of the Investment
Company Act of 1940 ("1940 Act").
1.2 AGENT.
"Agent" shall mean those individuals who are appropriately licensed
under applicable insurance and securities statutes and regulations to sell
the Contracts in all jurisdictions where required to be so licensed and who
are appointed by ALIAC.
1.3 CONTRACTS.
"Contracts" shall mean the class or classes of variable annuity
contracts, which may include certain guaranteed account options managed as a
non-insulated, non-unitized separate account of ALIAC's General Account, as
set forth on Schedule 1 to this Agreement as in effect at the time this
Agreement is executed, and such other variable insurance products and
guaranteed account products that may be added to Schedule 1 from time to time
in accordance with Section 2.2.1 of this Agreement. For this purpose and
under this Agreement generally, a "Class of Contracts" shall mean those
Contracts issued by ALIAC on the same policy form or forms and covered by the
same Securities and Exchange Commission ("SEC") registration statement.
1.4 DISTRIBUTOR.
"Distributor" shall mean an entity registered as a broker-dealer and
licensed as a life insurance agent or affiliated with an entity so licensed,
and that has executed a Selling Agreement with ALIAC pursuant to which it is
authorized to distribute the Contracts as contemplated by Section 3.4 of this
Agreement.
1.5 FUND.
"Fund" shall mean an investment company advised or administered by
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ or an Affiliate or ALIAC or an Affiliate, as set forth on
Schedule 2 to this Agreement and in effect at the time this Agreement is
executed, and such other investment companies that may be added to Schedule 2
from time to time in accordance with Section 2.2.3 of this Agreement.
1.6 GENERAL ACCOUNT.
"General Account" shall mean the general assets of ALIAC other than
those allocated
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to a Separate Account.
1.7 SEPARATE ACCOUNT.
"Separate Account" shall mean each insulated unitized Separate Account
of ALIAC registered under the 1940 Act and whose securities are registered
under the Securities Act of 1933 ("1933 Act") specified on Schedule 3 to this
Agreement, as in effect at the time this Agreement is executed, and such
other separate accounts of ALIAC that may be added from time to time to
Schedule 3 to this Agreement in accordance with Section 2.2.2, each of which
is established and operated in compliance with any applicable insurance
regulations of all necessary jurisdictions.
1.8 SUBACCOUNTS OR SEPARATE ACCOUNT SUBACCOUNTS.
"Subaccounts" or "Separate Account Subaccounts" shall mean the
subaccounts of the Separate Accounts available under the Contracts, which
shall include those Subaccounts named on Schedule 3 to this Agreement as in
effect at the time this Agreement is executed, and such other Subaccounts
that may be added to Schedule 3 in accordance with Section 2.2.3 of this
Agreement.
1.9 TERRITORY.
"Territory" shall mean the fifty (50) states of the United States and
the District of Columbia.
SECTION 2
SCOPE OF AGREEMENT
2.1 THE SEPARATE ACCOUNTS AND THE FUNDS.
2.1.1 SEPARATE ACCOUNTS AND SUBACCOUNTS. The Separate Account
Subaccounts for the Contracts shall initially consist of the subaccounts set
forth on Schedule 3 hereto. Each Separate Account Subaccount shall invest in
a corresponding Fund or series of a Fund ("Fund Series") as set forth on
Schedule 2 to this Agreement.
2.1.2 THE FUNDS. Schedule 2 lists the Funds and, in the case of a
Fund of the "series" type, the Series of such a Fund that have been made
available as investment options for each class of Contracts. Each Fund
listed on Schedule 2, as in effect at the time this Agreement is executed,
has been established and a registration statement has been filed with the
SEC. Additional Funds and Fund Series may be added to Schedule 2 from time
to time in accordance with Section 2.2.3 of this Agreement.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ understands and agrees that with regard to the Funds, it
must at all times maintain one (1) subadviser that is not ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇
or an Affiliate of ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇.
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2.2 ADDING CLASSES OF CONTRACTS, SEPARATE ACCOUNTS, SEPARATE ACCOUNT
SUBACCOUNTS, FUNDS AND FUND SERIES.
Subject to the following provisions of this Section 2.2, the parties to
this Agreement may by mutual agreement amend the Schedules to this Agreement
from time to time for the purposes described in the following subsections
2.2.1 through 2.2.3. Notwithstanding any provision to the contrary, nothing
in this Section 2.2 shall prohibit a party from taking action required by
applicable federal or state law, or require a party to take action prohibited
by applicable federal or state law.
2.2.1 ADDING CLASSES OF CONTRACTS. Although the parties contemplate
a long-term relationship, at the time this Agreement is executed, the parties
have not agreed upon other classes of Contracts to be serviced during the
course of their relationship other than the initial classes of Contracts
described in Section 1.3. Nonetheless, the parties intend for this Agreement
to cover any additional classes of Contracts to which ALIAC and
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ may agree to have ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ provide marketing and
marketing support services during the course of their relationship.
Accordingly, the parties by mutual agreement may amend the Schedules to this
Agreement to add classes of Contracts, and the provisions of this Agreement
shall be equally applicable to each such added class, unless the context
otherwise requires. Notwithstanding the foregoing, ALIAC shall neither be
required nor expected to add any additional contracts subject to the terms of
this Agreement during the term of this Agreement, nor shall ALIAC have any
right to use a ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Fund or its series as an underlying
investment medium for any variable insurance products, except as provided
under this Agreement or as the parties hereto may otherwise agree.
2.2.2 ADDING SEPARATE ACCOUNTS. The parties hereto by mutual
agreement may amend the Schedules to this Agreement to add new Separate
Accounts, which may be used to support new classes of Contracts or as
alternative or substitute Separate Accounts for an outstanding class or
classes of Contracts.
2.2.3 ADDING FUNDS, FUND SERIES AND SEPARATE ACCOUNT SUBACCOUNTS.
The parties hereto by mutual agreement may amend the Schedules to this
Agreement to add additional Funds, including new series of a Fund, and
Separate Account Subaccounts, and the provisions of this Agreement shall be
equally applicable to each such added Fund, Series or Separate Account
Subaccount, unless the context otherwise requires.
2.3 NON-EXCLUSIVE.
This Agreement does not create an exclusive relationship between ALIAC
and ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇, and each party shall be free to enter into
relationships with third parties.
2.4 INDEPENDENT CONTRACTOR.
Each of the parties will act as an independent contractor under the
terms of this Agreement. Nothing contained in this Agreement creates or is
intended to create the relationship of employer-employee, partnership or
association between ALIAC and
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▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇.
SECTION 3
SERVICING AND MARKETING THE CONTRACTS
3.1 SERVICES.
In consideration of the fees to be paid pursuant to Section 9 of this
Agreement, and in accordance with Schedules 4 and 6 hereof,
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ and ALIAC shall perform the services stated in this
Agreement, including but not limited to the specific services set forth
below. It is the intention of the parties that ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall
provide services to facilitate the marketing of the Contracts, but that
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇, its agents and representatives shall not offer or sell
the Contracts or market the Contracts in such a manner that
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ could be considered a Distributor or the Underwriter of
the Contracts. However, certain agents and representatives of
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ may become licensed as insurance agents and may be
appointed by ALIAC as its Agents. It is understood by the parties that ALIAC
shall serve as Underwriter of the Contracts. From time-to-time, the services
to be provided by ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ or ALIAC may be modified or additional
services added by mutual written agreement.
3.2 ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ SERVICES REGARDING THE CONTRACTS. During the term of
this Agreement, ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall, with regard to the Contracts:
3.2.1 DEVELOPMENT OF THE CONTRACTS. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall assist
ALIAC in the design and development of the Contracts. If a new class of
Contract is developed, this process shall include documented market research
by both parties which indicates that the proposed provisions of a Contract
are designed to be positively received in the marketplace. If a new class of
Contract is developed, the parties anticipate a period of three (3) months
from the time specifications are approved by both parties until a filing can
be made with necessary regulatory authorities.
3.2.2 SALES AND MARKETING SERVICES. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall provide
the following sales and marketing services:
A. RECRUIT CURRENT DISTRIBUTORS. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall recruit
distributors with whom ALIAC currently has a Selling Agreement and obtain
verbal commitments from such distributors to agree to add the Contracts to a
Selling Agreement. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall provide ALIAC with written
documentation of all such verbal commitments prior to ALIAC sending such
distributors a letter acknowledging the addition of the Contracts to the
Selling Agreement. ALIAC shall use its reasonable best efforts to facilitate
this process.
B. RECRUIT PROSPECTIVE DISTRIBUTORS. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall
also recruit prospective distributors and assist ALIAC in developing
relationships with prospective distributors through identification of key
contacts and firm organizations. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇
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shall use its reasonable best efforts to have such prospective distributors
execute a Selling Agreement with ALIAC. ALIAC shall use its best efforts to
facilitate this process and will establish relationships with key
administrative contacts at each Distributor following the signing of a
Selling Agreement.
C. APPOINTMENT OF AGENTS. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall provide
reasonable assistance to ALIAC, if necessary, in securing the appointment of
wholesalers, the Distributors and their licensed representatives as Agents by
facilitating the submission of necessary documentation to ALIAC.
D. TRAINING. After receiving appropriate introductory training
from ALIAC (as described in Section 3.3.2.C. below), and follow-up training,
if necessary, from ALIAC, ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall assist the Distributors in
the training of Agents in sales techniques and provide them with information
concerning the Contracts and the Funds. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall answer all
questions from Agents concerning the Contracts and the Funds and shall
provide training to wholesalers concerning the Contracts and the Funds.
ALIAC will provide reasonable necessary assistance to ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ in
responding to questions from Agents concerning the Contracts and the Funds.
E. DESIGN AND PREPARE MATERIALS. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall design
and prepare promotional, sales, advertising and training materials.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ will ensure that all materials directed to Distributors
and Agents provide an "800" ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ service desk number.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall maintain an appropriate inventory and provide
fulfillment for all promotional, sales, advertising and training materials to
the wholesalers, Distributors and Agents, including Contracts, forms,
prospectuses and the contents of any selling kits used by the Distributors.
Fulfillment shall include the stocking of such materials, but specifically
shall not include the production of the materials specified in Section 3.3.3
of this Agreement.
3.2.3 MARKETING SUPPORT -- "800" SERVICE DESK. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇
shall maintain an "800" service desk to answer questions from Distributors
and Agents concerning the Contracts and the Funds. After receiving
appropriate introductory training from ALIAC (as described in Section
3.3.2.c. below), and follow-up training, if necessary, from ALIAC,
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall train its telephone support staff so they are able
to answer questions from Distributors and Agents concerning the Contracts and
the Funds (including monthly information about Fund performance.)
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ will ensure that all telephone support staff are
appropriately licensed. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ also shall provide wholesalers
with appropriate feedback regarding calls and fulfillment activity and shall
distribute monthly Fund performance reports to them as well as to
Distributors and Agents.
3.2.4 GUARANTEED ACCOUNT OPTION. After receiving appropriate
introductory training from ALIAC on the guaranteed account option (as
described in Section 3.3.5 below), and follow-up training, if necessary, from
ALIAC, ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall provide administrative services and support
to the Distributors in connection with the guaranteed account options. This
shall include answering all questions of Distributors and Agents through
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the "800" service desk (including the appropriate training of the telephone
support staff). ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall be responsible for reasonable
notification of all Distributors of changes in rates or terms of the
guaranteed account option.
3.2.5 REGULATORY FILINGS. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall, with any
necessary assistance from ALIAC, and in accordance with all applicable laws,
rules and regulations: (i) annually prepare, print and file with all
appropriate regulatory authorities registration statements for the Funds,
including the prospectuses and statements of additional information; (ii) if
necessary, prepare, print and file with all appropriate regulatory
authorities any amendments to the registration statements for the Funds,
including the prospectuses and statements of additional information to
reflect any changes in the Contracts or the Fund(s); (iii) prepare, print,
and provide to all shareholders of the Funds and file with all appropriate
regulatory authorities all proxy solicitation or voting instruction materials
required under the federal securities laws to be provided to Contract owners;
and (iv) prepare, print and provide to all shareholders of the Funds and file
with all appropriate regulatory authorities all semi-annual and annual
reports required by Rule 30d-1 under the 1940 Act to be provided to
shareholders of the Fund.
3.2.6 OTHER SERVICES. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall provide such other
related services as requested by ALIAC and agreed to in writing by
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇; but in no event shall ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ or its
Affiliates provide any customer services, as specified in Section 3.3.6.F.,
or engage in any activities that may be considered sales activities involving
a customer.
3.3 ALIAC SERVICES REGARDING THE CONTRACTS. During the term of this
Agreement, ALIAC shall, with regard to the Contracts:
3.3.1 DEVELOPMENT OF THE CONTRACTS. ALIAC shall design and develop the
Contracts with ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇'▇ assistance pursuant to Section 3.2.1 of
this Agreement. If a new class of Contract is developed, this process shall
include documented market research which indicates that the proposed
provisions of a Contract are designed to be positively received in the
marketplace. If a new class of Contract is developed, the parties anticipate
a period of three (3) months from the time specifications are approved by
both parties until a filing can be made with necessary regulatory
authorities.
3.3.2 SALES AND MARKETING SERVICES. ALIAC shall provide the following
sales and marketing services:
A. DISTRIBUTORS. Following the signing of a Selling Agreement,
ALIAC shall develop, with ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇'▇ assistance, relationships with
Distributors through identification of key contacts and firm organizations.
ALIAC will use its reasonable best efforts to enable current Distributors to
sell the Contracts and to assist ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ in recruiting prospective
distributors.
B. APPOINTMENTS. ALIAC shall initiate the process for obtaining
the appointment of wholesalers, the Distributors and their licensed
registered representatives as
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Agents of ALIAC. ALIAC shall provide ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ at least monthly or
bi-weekly, if reasonably practicable, reports concerning appointment activity.
C. TRAINING. ALIAC shall provide ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ with
appropriate introductory training and follow-up training, if necessary,
concerning the Contracts to enable ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ to provide the training
described in Section 3.2.2.D. and Section 3.2.3. ALIAC shall also maintain a
"producer support team" to provide assistance to ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇'▇
"producer support team" to answer questions concerning the Contracts.
3.3.3. DESIGN AND PREPARE MATERIALS. ALIAC shall design and prepare
all Contract forms, application and enrollment and other necessary forms in
support of the Contracts, and prospectuses for the Contracts and the Funds.
The agreed-upon expense to be assumed by ALIAC in designing, preparing and
producing these materials will be in accordance with the pricing specified on
Schedule 4.
3.3.4 MARKETING AND ADMINISTRATIVE SUPPORT. ALIAC shall provide the
following marketing and administrative support services:
A. "800" SERVICE DESK. ALIAC shall maintain an "800" service desk
for customers to provide answers to all inquiries and to provide forms for
processing changes, withdrawals, etc.
B. DISTRIBUTORS AND AGENTS. ALIAC shall provide to
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇, the Distributors and/or their Agents information
concerning customers, current account values, fund transfers, fund
performance, status of any pending new business or 1035 exchanges.
3.3.5 GUARANTEED ACCOUNT OPTION. ALIAC shall provide
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ with appropriate introductory training and follow-up
training, if necessary, concerning the Contracts and the guaranteed account
options available under the Contracts to enable ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ to provide
the training described in Section 3.2.4.
3.3.6 OTHER SERVICES.
A. GENERAL. ALIAC shall provide ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ with such
sales activity, producer and initial and subsequent asset allocation or other
investment election information as is reasonably necessary for
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ to perform the services required of it by this Agreement.
ALIAC shall provide such other related services as requested by
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ and agreed to in writing by ALIAC.
B. INSURANCE SERVICES. To the extent that ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ in
unusual circumstances and for a limited period of time requires the
reasonable services of an Agent to perform certain activities requiring
insurance licensing, ALIAC or an Affiliate will use its reasonable best
efforts to assist ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ in providing such services.
C. REGULATORY FILINGS. ALIAC shall, with any necessary
assistance from
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▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇, and in accordance with all applicable laws, rules and
regulations: (i) annually prepare, print and file with all appropriate
regulatory authorities registration statements for the Contracts, including
the prospectuses and statements of additional information; (ii) if necessary,
prepare, print and file with all appropriate regulatory authorities any
amendments to the registration statements for the Contracts, including the
prospectuses and statements of additional information to reflect any changes
in the Contracts or the Fund(s); (iii) provide to all Contract owners all
proxy solicitation or voting instruction materials after receiving from
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ all necessary proxy solicitation or voting instruction
materials required under the federal securities laws to be provided to
Contract owners; and (iv) prepare (as appropriate), file, as required, with
all appropriate regulatory authorities, and provide to all Contract owners
all semi-annual and annual reports required by Rule 30d-2 under the 1940 Act
to be provided to Contract owners, after receiving from ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇
all semi-annual and annual reports required by Rule 30d-1 under the 1940 Act
to be provided to ALIAC as a shareholder of the Funds.
D. CUSTOMER REPORTS. ALIAC, in accordance with all applicable
laws, rules and regulations, shall provide to all Contract owners: (i)
confirmation of all financial transactions with Contract owners; (ii)
quarterly statements; (iii) appropriate federal and state tax forms; and (iv)
annual amendments to the prospectuses and statements of additional
information for the Contracts and the Funds, if required, and shall mail all
necessary proxy solicitation or voting instructions materials, and all
semi-annual and annual reports required by Rule 30d-2 under the 1940 Act.
E. CUSTOMER SERVICES. ALIAC, in accordance with all applicable
laws, rules and regulations, shall: (i) prepare and provide to all Contract
owners confirmations and all other necessary Contract owner communications,
and (ii) provide an "800" number and voice response system for Contract
owners. ALIAC also shall provide the following services in support of the
Contracts: (i) process all new account applications (including mailing of all
issue documents to the Distributor); (ii) apply initial and subsequent
premiums as specified by Contract owners; (iii) process all financial
transactions with respect to the Contracts, such as withdrawals, death
claims, cancellations, transactions under the systematic withdrawal program
and any bank plans; (iv) support elections for asset allocation and annual
rebalancing elections under the Contracts; and (v) provide general support
services for the Contracts.
F. DISTRIBUTOR SUPPORT SERVICES. ALIAC shall: (i) develop
procedures and appropriate documentation with respect to commission
processing; (ii) provide bi-weekly commission statements and checks for
delivery by ALIAC to the appropriate Distributor, assuming net commission
arrangements are not in place; (iii) develop procedures to receive and
respond to Distributor and Agent inquiries concerning commission payments;
(iv) provide appropriate federal and state tax forms to each Distributor in
compliance with applicable federal and state laws, rules and regulations and
(v) with the necessary assistance of ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇, provide, within a
reasonable period of time, statement, asset allocation and other service
upgrades designed to meet competitive industry standards. For purposes of
this Section 3.3.6.F., "competitive industry standards" means standards
applicable to variable annuities sold through wirehouses and broker-dealers.
Page 12
3.4 SELLING AGREEMENTS.
ALIAC shall act as the Underwriter of the Contracts in the Territory of
the Contracts. ALIAC shall, using its reasonable best judgment, enter into
separate written Selling Agreements with Distributors that ALIAC considers
capable and appropriate in order to authorize them to sell the Contracts.
Distributors that have already executed Selling Agreements with ALIAC that do
not include the Contracts in the Selling Agreements, will not be considered
authorized distributors for purposes of this Agreement until an
acknowledgement letter is sent to them by ALIAC. ALIAC will provide
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇, on a monthly basis, a list of all Distributors that have
entered into a Selling Agreement with ALIAC with respect to the Contracts.
3.5 MARKETING MATERIALS.
The parties recognize that the following general rules shall apply to
promotional, sales, advertising and training material; provided, however,
that the following general rules shall not prohibit a party from taking
action required by applicable federal or state law, or require a party to
take action prohibited by applicable federal or state law.
3.5.1 RESPONSIBLE PARTIES. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall be primarily
responsible for the design and preparation of promotional, sales, advertising
and training material. It is understood that, as a general matter,
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall initiate and design all forms of promotional, sales
advertising and training material relating to the Contracts, although ALIAC
also may do so. Such promotional, sales, advertising and training material
shall be prepared and reviewed in light of all applicable laws, rules and
regulations. All such material shall be approved in writing by each party
and the parties agree to respond to requests for such approval on a prompt
and timely basis, not exceeding ten (10) business days for the initial review
of such materials, and five (5) business days for any subsequent review of
such materials.
3.5.2 PROCEDURES. Prior to any distribution of such materials to
Distributors or members of the public, the following procedures shall be
observed:
A. Each party shall provide the other with copies of all
promotional, sales, advertising and training material developed by each party
for the other party's prompt review and written approval. Each party shall
provide the other with all "final" versions of such materials.
B. If any such promotional, sales, advertising or training
material names a Fund or a Fund's investment adviser or sub-adviser,
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇, with respect to materials it prepares and those materials
prepared by ALIAC and its Affiliate (once such materials are received by
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇), shall furnish such material to such Fund's investment
adviser or sub-adviser or its designee and shall obtain written approval from
each Fund or such Fund's investment adviser or sub-adviser or its designee
before use.
Page 13
▇. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall be responsible for filing all
promotional, sales and advertising material, whether developed by
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ or ALIAC, with the NASD only. It is anticipated that
training materials provided to Distributors and Agents will not be filed with
the NASD or any state securities or insurance regulatory authorities,
although such materials will be prepared in accordance with applicable laws,
as stated above.
D. ALIAC shall be responsible for filing all promotional, sales
and advertising materials, whether developed by ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ or ALIAC,
with all appropriate state securities or insurance regulatory authorities.
E. Each party shall assist the other, as necessary, in filing
such promotional, sales, or advertising materials, as required, with all
appropriate regulatory authorities in accordance with the rules and
regulations of such regulatory authorities.
F. Each party shall notify the other expeditiously of any comments
provided by any regulatory authority on materials filed by them and will
cooperate expeditiously in resolving and implementing any comments, as
necessary. Each party will provide the other with any written responses
prepared in response to such comments.
3.6 EXPENSES.
Other than as specifically provided in this Agreement, ALIAC shall pay
all expenses that it incurs in connection with this Agreement and
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall pay all expenses that it incurs in connection with
this Agreement. Specifically, with regard to the activities described in
Section 3.2.5, ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall bear all printing expenses in
connection with printing a sufficient number of copies for all Contract
owners with respect to proxy solicitation materials, voting instruction
materials, and semi-annual reports and annual reports required to be provided
to Contract owners. In the event ALIAC, at the request of
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇, prints such materials and reports, ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇
shall reimburse ALIAC for all reasonable printing expenses. With regard to
the activities described in Section 3.3.6.C, ALIAC shall bear all postage and
mailing expenses incurred in connection with providing Contract owners with
such materials and reports, provided if ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ is printing such
materials ALIAC receives such materials in a timely manner from
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇.
SECTION 4
TRADEMARKS AND CONFIDENTIALITY
4.1 TRADEMARKS.
The rights and obligations of the parties with respect to certain names,
trademarks or service marks to be used in connection with the Contracts are
set forth in a License Agreement between ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ and Aetna Life
and Casualty Company dated November 30, 1995
Page 14
attached hereto as Schedule 5.
4.2 OWNERSHIP OF PROSPECTS; CONFIDENTIALITY.
4.2.1 PROSPECTS. The names, addresses and other information
relating to prospects or leads for the Contracts acquired by a Distributor or
an agent or representative of a Distributor in connection with their
solicitation activities shall be the exclusive property of, and shall be
exclusively owned by, such Distributor, unless such information is provided
directly by ALIAC or ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ or is already in the possession of
ALIAC or ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇. The records created and maintained by ALIAC, or
by any subcontractor on behalf of ALIAC, that pertain to Contract owners and
the servicing and administration of the Contracts shall be the exclusive
property of, and shall be exclusively owned by ALIAC. Information concerning
the names, addresses and other information with respect to Contract owners
contained in such records may be used by ALIAC or its Affiliates or
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ or its Affiliates only to the extent necessary for the
issuance or maintenance of the Contracts or for other required regulatory
purposes. No party or its Affiliates shall use or make public the names,
addresses or other information with respect to Contract owners ("Contract
owner Information") contained in such records for any purpose except in
connection with the performance of such party's duties and responsibilities
under this Agreement, unless such Contract owner Information was (i) provided
directly by such party to the Distributors or the Underwriter, or (ii) in the
possession of the party wishing to use the Contract owner Information before
the entity or individual became a Contract owner, or (iii) obtained by the
party through a means or method having no relationship whatsoever with the
duties or responsibilities of such party or its Affiliates, Agents or
employees under this Agreement.
4.2.2 CONFIDENTIALITY. ALIAC and its Affiliates and
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ and its Affiliates each shall keep confidential the terms
and provisions of this Agreement (except as required by law or regulation),
each other's methods of doing business, the names, addresses and other
personal information relating to customers or prospective customers for the
Contracts, the names, addresses and other personal information relating to
Contract owners, and any other information proprietary to the other and shall
not reproduce, disseminate or otherwise publish or make available the same
directly or indirectly to any person not affiliated with a party to this
Agreement without the prior written approval of the other, except as required
by applicable law or regulation or any regulatory body, administrative agency
or other governmental instrumentality with jurisdiction over such party's
attorneys, accountants and other representatives involved in the services and
activities contemplated by this Agreement.
Page 15
SECTION 5
REGULATION
5.1 RECORDS.
ALIAC and ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ each shall maintain such accounts, books
and other documents as are required to be maintained by each of them by
applicable laws and regulations and shall preserve such accounts, books and
other documents for the periods prescribed by such laws and regulations. The
accounts, books and records of ALIAC, the Separate Account(s) and
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ as to all transactions hereunder shall be maintained so as
to clearly and accurately disclose the nature and details of the
transactions, including such accounting information as necessary to support
the reasonableness of the amounts paid by ALIAC hereunder or pursuant to any
Selling Agreement with Distributors with respect to the Contracts. Each
party shall have the right to inspect and audit such accounts, books and
records of the other party during normal business hours upon reasonable
written notice to the other party. Each party shall keep confidential all
information obtained pursuant to such an inspection or audit, and shall
disclose such information to third parties only upon receipt of written
authorization from the other party, except as required by applicable law or
regulation or any regulatory body, administrative agency or other
governmental instrumentality with jurisdiction over such party's attorneys,
accountants and other representatives involved in the services and activities
contemplated by this Agreement.
Page 16
5.2 INVESTIGATIONS AND PROCEEDINGS; COOPERATION.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ and ALIAC shall cooperate fully in any insurance
regulatory investigation or proceeding or judicial proceeding arising in
connection with the offering, sale or distribution of the Contracts subject
to this Agreement. Further, ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ and ALIAC shall cooperate
fully in any securities regulatory investigation or proceeding or judicial
proceeding with respect to ALIAC, ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇, their Affiliates and
their Agents, representatives or employees to the extent that such
investigation or proceeding is in connection with the offering, sale or
distribution of the Contracts (including the Funds) subject to this
Agreement. Without limiting the foregoing, ALIAC and ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇
shall promptly notify each other of any customer complaint, correspondence
from or on behalf of Contract owners, or notice of any regulatory
investigation or proceeding or judicial proceeding received by either party
with respect to ALIAC, ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ or any of their Affiliates, Agents,
representatives or employees or which may affect ALIAC's issuance of any
Contract (and the offering of Funds as investment options) subject to this
Agreement.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall send by facsimile and by express mail copies of
all correspondence from or on behalf of Contract owners or any regulatory
authority concerning the Contracts, the Funds, ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ or ALIAC as
soon as is reasonably possible. ALIAC shall be responsible for either
responding to all correspondence, or coordinating such response with the
Distributor or ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇, if appropriate. Any response relating to
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ or the Funds must be approved in writing by
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ prior to it being sent to the Contract owner or any
regulatory authority. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ agrees to review any such response
prepared by ALIAC within three (3) business days of its receipt by
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇, except if a more prompt response is required
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ will respond by facsimile transmission.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ and ALIAC shall cooperate in investigating any complaint.
Any response by ALIAC which relates to the Contracts, ALIAC or its Affiliates
or any Distributor, shall be provided to ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ no later than the
time it is provided to the Contract owner or any regulatory authority.
SECTION 6
AUTHORITY
6.1 AUTHORITY TO EXECUTE.
The execution and delivery of this Agreement and the consummation of the
transactions contemplated herein have been duly authorized by all necessary
corporate action by each of the parties, and when so executed and delivered
this Agreement shall be the valid and binding obligation of each of the
parties enforceable in accordance with its terms.
6.2 NO CONFLICTS.
The consummation of the transactions contemplated by this Agreement, and
the fulfillment of the terms of this Agreement, shall not, in any material
way, conflict with, result
Page 17
in any breach of the terms and provision of, or constitute (with or without
notice or lapse of time) a default under, the articles of incorporation,
charter, or bylaws, or any amendment thereto, of any of the parties, or any
indenture, agreement, mortgage, deed of trust, or other instrument to which
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ or ALIAC is a party or by which ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ or
ALIAC is bound, or violate any law, or, to the best of ALIAC's or
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇'▇ knowledge, any order, rule or regulation applicable to
ALIAC or ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ of any court or of any federal or state
regulatory body, administrative agency or any other governmental
instrumentality having jurisdiction over ALIAC or ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ or any
of their properties.
No consent, approval, authorization or order of any court or
governmental authority or agency is required for the issuance or sale of the
Contracts or for the consummation of the transactions contemplated by this
Agreement that has not been obtained, except for the approvals of the SEC and
certain states securities regulatory authorities with regard to the
securities to be issued by the Funds and Separate Accounts regarding the
Contracts and certain insurance regulatory authorities regarding the
Contracts.
SECTION 7
RIGHTS AND REMEDIES
7.1 INDEMNIFICATION.
7.1.1 ALIAC. ALIAC shall indemnify and hold harmless
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ and its Affiliates and any officer, director, employee or
agent of the foregoing, against any and all losses, claims, damages or
liabilities, joint or several (including any investigative, legal and other
expenses reasonably incurred in connection with, and any amounts paid in
settlement of any action, suit or proceeding or any claim asserted), to which
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ and its Affiliates and/or any such person may become
subject, under any statute, regulation, promulgation or any NASD rule or
interpretation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities result from any breach by ALIAC or any representative
of ALIAC of any provision of this Agreement, or by violation by ALIAC or any
representative of ALIAC of any law or regulation.
This indemnification agreement shall be in addition to any liability
that ALIAC may otherwise have; provided, however, that no person shall be
entitled to indemnification pursuant to this provision if such loss, claim,
damage or liability is due to the willful misfeasance, bad faith, gross
negligence or reckless disregard of duty by the person seeking
indemnification.
7.1.2 ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ shall indemnify and
hold harmless ALIAC and its Affiliates and any officer, director, employee or
agent of the foregoing, against any and all losses, claims, damages or
liabilities, joint or several (including any investigative, legal and other
expenses reasonably incurred in connection with, and any amounts paid in
settlement of, any action, suit or proceeding or any claims asserted), to
which an ALIAC and
Page 18
its Affiliates and/or any such person may become subject under any statute,
regulation, promulgation or any NASD rule or interpretation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities result from
any breach by ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ or an Affiliate or any representative of
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ of any provision of this Agreement, or by violation by
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ or an Affiliate or any representative of
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ of any law or regulation.
This indemnification shall be in addition to any liability that
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ may otherwise have; provided, however, that no person
shall be entitled to indemnification pursuant to this provision if such loss,
claim, damage or liability is due to the willful misfeasance, bad faith,
gross negligence or reckless disregard of duty by the person seeking
indemnification.
7.1.3 GENERAL. After receipt by a party entitled to indemnification
("indemnified party") under this Section 7 of notice of the commencement of
any action, if a claim in respect thereof is to be made against any person
obligated to provide indemnification under this Section 7 ("indemnifying
party"), such indemnified party shall notify the indemnifying party in
writing of the commencement thereof as soon as practicable thereafter;
provided that the omission to so notify the indemnifying party shall not
relieve the indemnifying party from any liability under this Section 7,
except to the extent that the omission results in a failure of actual notice
to the indemnifying party and such indemnifying party is damaged solely as a
result of the failure to give such notice. The indemnifying party, upon the
request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and
any others the indemnifying party may designate in such proceeding and shall
pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain
its own counsel, but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless: (1) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such
counsel; or (2) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them.
The indemnifying party shall not be liable for any settlement of any
proceeding effected without written consent but if settled with such consent
or if there be a final judgment for the plaintiff, the indemnifying party
shall indemnify the indemnified party from and against any loss or liability
by reason of such settlement or judgment.
The indemnification provisions contained in this Section 7 shall remain
operative in full force and effect, regardless of any termination of this
Agreement. A successor by law of ALIAC or ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇, as the case
may be, shall be entitled to the benefits of the indemnification provisions
contained in this Section 7.
7.2 RIGHTS, BENEFITS, ETC., ARE CUMULATIVE.
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
Page 19
parties hereto are entitled to under federal and state laws. Failure of
either party to insist upon strict compliance with any of the conditions of
this Agreement shall not be construed as a waiver of any of the conditions,
but the same shall remain in full force and effect. No waiver of any of the
provisions of this Agreement shall be deemed, or shall constitute, a waiver
of any other provisions, whether or not similar, nor shall any waiver
constitute a continuing waiver.
7.3. ARBITRATION.
Any controversy or claim arising out of or relating to this Agreement,
or the breach hereof, shall be settled by arbitration in the forum jointly
selected by ALIAC and ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ (but if applicable law requires some
other forum, then such other forum) in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and judgment upon
the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
SECTION 8
TERMINATION
8.1 TERM OF AGREEMENT.
Unless otherwise terminated pursuant to this Section 8, this Agreement
shall remain in effect until December 31, 1998, and shall continue thereafter
until terminated. After the initial term, this Agreement may be terminated
by either party for any reason or for no reason upon six (6) months prior
written notice by the terminating party to the other party without the
payment of any penalty.
8.2 TERMINATION BY ASSIGNMENT.
This Agreement shall not be assignable by a party without the prior
written consent of the other party. The term "assignment" shall for purposes
of this Agreement be construed in accordance with Rule 2a-6 under the 1940
Act and the interpretations thereunder, so long any such assignee is capable
of performing its obligations under this Agreement.
8.3 TERMINATION FOR MATERIAL BREACH.
This Agreement may be terminated at the option of either party to this
Agreement upon the other party's material breach of any provision of this
Agreement, unless such breach has been cured within 10 days after receipt of
written notice of breach from the non-breaching party.
8.4 SURVIVABILITY.
Upon termination of this Agreement all authorizations, rights and
obligations shall
Page 20
cease except: (1) ALIAC's obligation to service any then existing Contracts;
(2) ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇'▇ obligation to continue its services with regard to
the Funds; and (3) the obligations contained in Sections 4.2, 5, 7 and 9 and
Schedules 4 and 6 hereof.
Page 21
SECTION 9
COMPENSATION
9.1 FEES AND CHARGEBACKS. Fees and chargebacks shall be determined in
accordance with Schedule 6 hereof.
SECTION 10
MISCELLANEOUS
10.1 INTERPRETATION; JURISDICTION.
This Agreement constitutes the whole agreement between the parties
hereto with respect to the subject matter hereof, and supersedes all prior
oral or written understandings, agreements or negotiations between the
parties with respect to such subject matter, except as otherwise agreed to in
writing by the parties. No prior writings by or between the parties with
respect to the subject matter hereof shall be used by either party in
connection with the interpretation of any provision of this Agreement. This
Agreement shall be construed and its provisions interpreted under and in
accordance with the laws of the State of Connecticut without giving effect to
principles of conflict of laws.
10.2 NOTICES.
All notices hereunder are to be made in writing and shall be given:
if to ALIAC, to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
Aetna Life Insurance and Annuity Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
with a simultaneous copy to:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Aetna Life Insurance and Annuity Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
if to ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇, to:
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Capital Management
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Page 22
with a simultaneous copy to:
▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇.▇.
Suite 700, East Lobby
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
or such other address as such party may hereafter specify in writing. Each
such notice to a party shall be either hand delivered or transmitted by
registered or certified United States mail with return receipt requested, and
shall be effective upon delivery.
10.3 ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes all previous oral or
written agreements between the parties.
10.4 SCHEDULES.
The Schedules referred to in this Agreement are hereby incorporated
herein and made a part of this Agreement. To the extent the language in the
"Statement of Intent" portion of Schedule 4 contradicts a provision of this
Agreement, the language of this Agreement shall be controlling.
10.5 SEVERABILITY.
This is a severable Agreement. In the event that any provision of this
Agreement would require a party to take action prohibited by applicable
federal or state law or prohibit a party from taking action required by
applicable federal or state law, then it is the intention of the parties
hereto that such provision shall be enforced to the extent permitted under
the law, and, in any event, that all other provisions of this Agreement shall
remain valid and duly enforceable as if the provision at issue had never been
a part hereof.
10.6 SECTION AND OTHER HEADINGS.
The headings 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.
10.7 COUNTERPARTS.
This Agreement may be executed in two or more counterparts, which when
taken together shall constitute one and the same instrument.
Page 25
10.8 REGULATIONS.
This Agreement is subject to all state and federal laws, regulations and
promulgations relating to the sale of the Contracts. This Agreement shall be
subject to the provisions of the 1933 Act, the Securities and Exchange Act of
1934 and the 1940 Act and the rules and regulations thereunder and the rules
and regulations of the National Association of Securities Dealers, Inc., from
time to time in effect, including such exemptions from the 1940 Act as the
SEC may grant, and the terms hereof shall be interpreted and construed in
accordance therewith.
IN WITNESS WHEREOF, each party hereto represents that the officer
signing this Agreement on the party's behalf is duly authorized to execute
this Agreement; and the parties hereto have caused this Agreement to be duly
executed by such authorized officers on the date specified below.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
BY:___________________________________
NAME:_________________________________
TITLE:________________________________
DATE:_________________________________
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ CAPITAL MANAGEMENT
BY:_________________________________
NAME: E. ▇▇▇▇▇ ▇▇▇▇▇, JR.
TITLE: GENERAL COUNSEL
DATE:_______________________________
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ SECURITIES
BY:_________________________________
NAME: E. ▇▇▇▇▇ ▇▇▇▇▇, JR.
TITLE: GENERAL COUNSEL
DATE:_______________________________