EXHIBIT 99-B.8.59
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:
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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.
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
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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 0000 Xxx.
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 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.
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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.
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
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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:
(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
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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 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
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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
(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
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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
(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
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(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:
00 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Treasurer
If to the Company:
Aetna Life Insurance and Annuity Company
000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx XXXX
Xxxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
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.
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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;
(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.
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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/ Xxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxx
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Title: Senior VP Title: President
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Date: 2/18/94 Date: 2/28/94
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12
SCHEDULE A
POLICY FORM NUMBERS OF CONTRACTS SEPARATE ACCOUNT INVESTS IN ALL
NAME OF SEPARATE ACCOUNT ISSUED THROUGH SEPARATE ACCOUNT THE FUNDS SHOWN BELOW
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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
