PRINCIPAL UNDERWRITING AGREEMENT
THIS UNDERWRITING AGREEMENT ("Agreement") is effective as of the 22nd day
of September, 1995, by and between Aetna Insurance Company of America ("AICA"),
on its own behalf and on behalf of Variable Annuity Account I and Variable
Annuity Account II (the "Accounts"), separate accounts of AICA, and Aetna Life
Insurance and Annuity Company, (the "Underwriter").
WHEREAS, the Accounts were established pursuant to authority granted by a
resolution of AICA's Board of Directors dated May 31, 1994;
WHEREAS, the Accounts will maintain the net proceeds of and reserves for
certain variable annuity contracts issued by AICA (the "Contracts");
WHEREAS, AICA has registered the Accounts as unit investment trusts under
the Investment Company Act of 1940 and has registered or will register the
Contracts for sale under the Securities Act of 1933; and
WHEREAS, AICA and the Accounts desire to have the Contracts sold through
the Underwriter, and the Underwriter is willing to provide for the sale of the
Contracts under the terms stated herein;
NOW THEREFORE, in consideration of their mutual promises the parties hereto
agree as follows:
1. Principal Underwriter
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AICA appoints the Underwriter as, and the Underwriter agrees to serve as,
principal underwriter of the Contracts during the term of this Agreement. The
Underwriter agrees to use its best efforts to provide for the solicitation of
applications for the Contracts, and to undertake at its own expense to provide
all sales services relative to the Contracts and to perform otherwise all duties
and functions that are necessary and proper for the distribution of the
Contracts.
2. Sales Agreements
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The Underwriter is hereby authorized to enter into written sales agreements
with other broker-dealers for the sale of the Contracts on terms and conditions
not inconsistent with and subject to this Agreement.
3. Registration and Responsibility of Underwriter
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The Underwriter represents that it is registered as a broker-dealer with
the SEC under the Securities Exchange Act of 1934 and is a member of the
National Association of Securities Dealers, Inc. ("NASD") and shall be
registered if necessary or otherwise appropriately qualified under the
securities laws of any state or other jurisdiction. The Underwriter shall be
responsible for carrying out its sales and underwriting obligations hereunder in
compliance with the NASD Rules of Fair Practice and federal and state securities
laws and regulations. In this connection, the Underwriter agrees that it shall
be responsible for ensuring that any organization with which
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it enters into a sales agreement for the sale of the Contracts, and such
organization's agents or representatives, are duly and appropriately licensed,
registered, appointed and otherwise qualified to offer and sell the Contracts
under the federal securities laws and any applicable securities and insurance
laws of each state or other jurisdiction in which the Contracts may be lawfully
sold and in which AICA is licensed to sell the Contracts;
4. Control and Responsibility
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AICA shall have ultimate control and responsibility of the functions that
it has delegated. AICA shall own and have custody of its general corporate
accounts and records.
5. Administrative Services, Books, Records and Reports
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The Underwriter shall cause to be maintained and preserved for the periods
prescribed such accounts, books and other documents as are required of it by the
Investment Company Act of 1940 and any other applicable laws and regulations.
The books, accounts and records of AICA, the Accounts and the Underwriter as to
all transactions effected in accordance with this Agreement shall be maintained
so as to clearly and accurately disclose the nature and details of such
transactions, including the sale of Contracts and payment of commissions and
service fees by AICA. The Underwriter shall furnish AICA with such reports as it
may reasonably request for the purpose of meeting its reporting and record
keeping requirements in accordance with applicable laws and regulations.
6. Fiduciary Capacity
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Underwriter agrees that any purchase payments it receives for the Contracts
will be held in a fiduciary capacity and agrees to transfer any such amount to
AICA within three business days.
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7. Compensation to Underwriter
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AICA will pay the Underwriter for services rendered hereunder as billed by
the Underwriter and agreed to by AICA. Underwriter agrees that reimbursement
shall be limited to actual expenses.
8. Non Exclusivity
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The services of the Underwriter to the Accounts hereunder are not to be
deemed exclusive and the Underwriter shall be free to render similar services to
others as long as its services provided hereunder are not impaired or interfered
with thereby.
9. Non Assignability
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This Agreement shall be nonassignable by the parties hereto.
10. Amendment
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This Agreement shall be amended only by written agreement of the parties
hereto.
11. Termination
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(a) This Agreement may be terminated by either party hereto for any
reason upon 60 days' written notice to the other party.
(b) This Agreement may be terminated upon written notice of one party
to the other party hereto in the event of bankruptcy or insolvency of such party
to which notice is given.
(c) This Agreement may be terminated at any time upon the mutual
written consent of the parties hereto.
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(d) This Agreement shall automatically terminate three years after
the date of execution and may be renewed for subsequent three-year periods.
(e) Upon termination of this Agreement, all authorizations, rights and
obligations shall cease except the obligations to settle accounts hereunder,
including payment of contributions subsequently received for Contracts in effect
at the time of termination or issued pursuant to applications received by AICA
prior to termination.
12. Applicable Law
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This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Connecticut.
13. Severability
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If any provision of this Agreement shall be held or made invalid by a
court, statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby.
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IN WITNESS THEREOF, the parties hereto have caused this Agreement to be
signed by their respective officials thereunder duly authorized and seals to be
affixed as of the day and year first above written.
AETNA INSURANCE COMPANY OF AMERICA
By /s/ Xxxxx X. Xxxxxxxx
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Its Vice President & Treasurer
AETNA INSURANCE COMPANY OF AMERICA,
ON BEHALF OF ITS VARIABLE ANNUITY
ACCOUNTS I AND II
By /s/ Xxxxx X. Xxxxxxxx
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Its Vice President & Treasurer
AETNA LIFE INSURANCE AND
ANNUITY COMPANY
By /s/ Xxxx Xxx Xxxxx
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Its Vice President
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