Exhibit 99-B.8.24
FUND PARTICIPATION AGREEMENT
between
FUND and ALIAC
Aetna Life Insurance and Annuity Company (the "Company"), Xxxxxxxx Xxxxxxxx
Series Trust (the "Fund") and Xxxxxxxx Xxxxxxxx Asset Management, Inc. (the
"Adviser") hereby agree to an arrangement whereby the Fund shall be made
available to serve as underlying investment media for Variable Annuity or
Variable Life Contracts ("Contracts") to be issued by the Company.
1. Establishment of Accounts; Availability of Fund.
(a) The Company represents that it has established Variable Annuity
Accounts B, C, D and Variable Life Account B and may establish such
other accounts as may be set forth in Schedule A attached hereto and
as may be amended from time to time with the mutual consent of the
parties hereto (the "Accounts"), each of which is a separate account
under Connecticut Insurance law, and has registered or will register
each of the Accounts (except for such Accounts for which no such
registration is required) as a unit investment trust under the
Investment Company Act of 1940 (the "1940 Act"), to serve as an
investment vehicle for the Contracts. Each Contract provides for the
allocation of net amounts received by the Company to an Account for
investment in the shares of one of more specified open-end management
investment companies available through that Account as underlying
investment media. Selection of a particular investment management
company and changes therein from time to time are made by the
participant or Contract owner, as applicable under a particular
Contract.
(b) The Fund represents and warrants that the investments of the series of
the Fund (each designated a "Portfolio") specified in Schedule B
attached hereto (as may be amended from time to time with the mutual
consent of the parties hereto) will at all times be adequately
diversified within the meaning of Section 817(h) of the Internal
Revenue Service Code of 1986, as amended (the "Code"), and the
Regulations thereunder, and that at all times while this agreement is
in effect, all beneficial interests will be owned by one or more
insurance companies or by any other party permitted under Section
1.817-5(f)(3) of the Regulations promulgated under the Code or by the
successor thereto, or by any other party permitted under a Revenue
Ruling or private letter ruling granted by the Internal Revenue
Service.
2. Pricing Information; Orders; Settlement.
(a) The Fund will make Fund shares available to be purchased by the
Company, and will accept redemption orders from the Company, on behalf
of each Account at the net asset value applicable to each order on
those days on which the Fund calculates its net asset value (a
"Business Day"). Fund shares shall be purchased and redeemed in such
quantity and at such time determined by the Company to be necessary to
meet the
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requirements of those Contracts for which the Fund serve as underlying
investment media, provided, however, that the Board of Trustees of the
Fund (hereinafter the "Trustees") may upon reasonable notice to the
Company, 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 Trustees, acting in
good faith and in the best interests of the shareholders of any
Portfolio and is acting in compliance with their fiduciary obligations
under federal and/or any applicable state laws.
(b) The Fund will provide to the Company closing net asset value, dividend
and capital gain information at the close of trading each day that the
New York Stock Exchange (the "Exchange" is open (each such day a
"Business Day"), and in no event later than 7:00 p.m. Eastern Standard
time on such Business Day. The Company will send via facsimile or
electronic transmission to the Fund or its specified agent orders to
purchase and/or redeem Fund shares by 10:00 a.m. Eastern Standard Time
the following business day. Payment for net purchases will be wired by
the Company to an account designated by the Fund to coincide with the
order for shares of the Fund.
(c) The Fund hereby appoints the Company as its agent for the limited
purpose of accepting purchase and redemption orders for Fund shares
relating to the Contracts from Contract owners or participants. Orders
from Contract owners or participants received from any distributor of
the Contracts (including affiliates of the Company) by the Company,
acting as agent for the Fund, prior to the close of the Exchange on
any given business day will be executed by the Fund at the net asset
value determined as of the close of the Exchange on such Business Day,
provided that the Fund receives written (or facsimile) notice of such
order by 10 a.m. Eastern Standard Time on the next following Business
Day. Any orders received by the Company acting as agent on such day
but after the close of the Exchange will be executed by the Fund at
the net asset value determined as of the close of the Exchange on the
next business day following the day of receipt of such order, provided
that the Fund receives written (or facsimile) notice of such order by
10 a.m. Eastern Standard Time within two days following the day of
receipt of such order.
(d) Payments for net redemptions of shares of the Fund will be wired by
the Fund to an account designated by the Company. Payments for net
purchases of the Fund will be wired by the Company to an account
designated by the Fund on the same Business Day the Company places an
order to purchase Fund shares. Payments shall be in federal funds
transmitted by wire.
(e) Each party has the right to rely on information or confirmations
provided by the other party (or by any affiliate of the other party),
and shall not be liable in the event that an error is a result of any
misinformation supplied by the other party.
(f) The Company agrees to purchase and redeem the shares of the Portfolios
named in Schedule B offered by the then current prospectus and
statement of additional information of the Fund in accordance with the
provisions of such prospectus and statement of additional information.
The Company shall not permit any person other
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than a Contract owner or Participant to give instructions to the
Company which would require the Company to redeem or exchange shares
of the Fund. This provision shall not be construed to prohibit the
Company from substituting shares of another fund, as permitted by law.
3. Expenses.
(a) Except as otherwise provided in this Agreement, all expenses incident
to the performance by the Fund under this Agreement shall be paid by
the Fund, including the cost of registration of Fund shares with the
Securities and Exchange Commission (the "SEC") and in states where
required. The Fund and Adviser shall pay no fee or other compensation
to the Company under this Agreement, and the Company shall pay no fee
or other compensation to the Fund or Adviser, except as provided
herein and in Schedule C attached hereto and made a part of this
Agreement as may be amended from time to time with the mutual consent
of the parties hereto. All expenses incident to performance by each
party of its respective duties under this Agreement shall be paid by
that party, unless otherwise specified in this Agreement.
(b) The Fund or the Adviser shall provide to the Company PostScript files
of periodic fund reports to shareholders and other materials that are
required by law to be sent to Contract owners. In addition, the Fund
or the Adviser shall provide the Company with a sufficient quantity of
its prospectuses, statements of additional information and any
supplements to any of these materials, to be used in connection with
the offerings and transactions contemplated by this Agreement. In
addition, the Fund shall provide the Company with a sufficient
quantity of its proxy material that is required to be sent to Contract
owners. The Adviser shall be permitted to review and approve the
typeset form of such material prior to such printing provided such
material has been provided by the Adviser to the Company within a
reasonable period of time prior to typesetting.
(c) In lieu of the Fund's or Adviser's providing printed copies of
prospectuses, statements of additional information and any supplements
to any of these materials, and periodic fund reports to shareholders,
the Company shall have the right to request that the Fund transmit a
copy of such materials in an electronic format (Post Script files),
which the Company may use to have such materials printed together with
similar materials of other Account funding media that the Company or
any distributor will distribute to existing or prospective Contract
owners or participants.
4. Representations.
The Company agrees that it and its agents shall not, without the written
consent of the Fund or the Adviser, make representations concerning the
Fund, its shares, or the Adviser except those contained in the then current
prospectuses and in current printed sales literature approved by or deemed
approved by the Fund or the Adviser if the Fund or Adviser does not respond
within 5 days of receiving written copy of such materials.
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(a) The Company represents and warrants that it is an insurance company
duly organized and in good standing under the laws of the state of its
incorporation and that it has legally and validly established each
Contract and Account.
(b) The Company represents and warrants that it has registered or, prior
to any issuance or sale of the Contracts, will register each Account
as a unit investment trust ("UII") in accordance with the provisions
of the 1940 Act and cause each Account to remain so registered to
serve as a segregated asset account for the Contracts unless an
exemption from registration is available.
(c) The Company represents and warrants that the Contracts will be
registered under the 1933 Act unless an exemption from registration is
available prior to any issuance or sale of the Contracts and that the
Company will use its best efforts to ensure that the Contracts will be
issued and sold in compliance in all material respects with applicable
federal and state laws and further that the sale of the Contracts
shall comply in all material respects with state insurance law
suitability requirements.
(d) The Company represents and warrants that the Contracts are currently
and at the time of issuance will be treated as life insurance,
endowment or annuity contracts under applicable provisions of the
Code, and that it will notify the Fund immediately upon having a
reasonable basis for believing that the Contracts have ceased to be so
treated or that they might not be so treated in the future.
5. Termination.
This agreement shall terminate as to the sale and issuance of new
Contracts:
(a) at the option of either the Company, the Adviser or the Fund, upon
sixty days advance written notice to the other parties;
(b) at the option of the Company, upon one week advance written notice to
the Adviser and the Fund, if Fund shares are not available for any
reason to meet the requirement of Contracts as determined by the
Company. Reasonable advance notice of election to terminate shall be
furnished by Company;
(c) at the option of either the Company, the Adviser or the Fund,
immediately upon institution of formal proceedings against the
broker-dealer or broker-dealers marketing the Contracts, the Account,
the Company, the Fund or the Adviser by the National Association of
Securities Dealers, Inc. (the "NASD"), the SEC or any other regulatory
body;
(d) upon the determination of the Accounts to substitute for the Fund's
shares the shares of another investment company in accordance with the
terms of the applicable Contracts. The Company will give 60 days
written notice to the Fund and the Adviser of any decision to replace
the Fund's' shares;
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(e) upon assignment of this Agreement, unless made with the written
consent of all other parties hereto;
(f) if Fund shares are not registered, issued or sold in conformance with
Federal law or such law precludes the use of Fund shares as an
underlying investment medium for Contracts issued or to be issued by
the Company. Prompt notice shall be given by the appropriate party
should such situation occur.
(g) in the event the Contracts cease to qualify as annuity contracts or
life insurance contracts, as applicable under the Code or the Fund
reasonably believes that the Contracts may fail to so qualify, the
Fund may terminate this Agreement effective upon giving notice to the
Company.
(h) at the option of any Party, upon a Party's breach of any material
provision of this Agreement, which breach has not been cured to the
satisfaction of the other Party within 20 days after written notice of
such breach is delivered to the other Party.
(i) At the option of the Fund, if the Contracts are not registered, issued
or sold in all material respects in accordance with applicable federal
and/or state law. Termination shall be effective immediately upon
written notice.
6. Continuation of Agreement.
Termination as the result of any cause listed in Section 5 shall not affect
the Fund's obligation to furnish its shares to Contracts then in force for which
its shares serve or may serve as the underlying medium unless such further sale
of Fund shares is prohibited by law or the SEC or other regulatory body, or is
determined by the Fund's Board to be necessary to remedy or eliminate an
irreconcilable conflict pursuant to Section 10 hereof.
7. Advertising Materials; Filed Documents.
(a) Advertising and sales literature with respect to the Fund prepared by
the Company or its agents for use in marketing its Contracts will be
submitted to the Fund or its designee for review before such material
is used and submitted to any regulatory body for review. No such
material shall be used if the Fund or its designee reasonably object
to such use in writing, transmitted by facsimile within five business
days after receipt of such material.
(b) The Fund will provide additional copies of its financials as soon as
available to the Company and at least one complete copy of all
registration statements, prospectuses, statements of additional
information, annual and semi-annual reports, proxy statements and all
amendments or supplements to any of the above that relate to the Fund
promptly after the filing of such document with the SEC or other
regulatory authorities. At the Adviser's request, the Company will
provide to the Adviser at least one complete copy of all registration
statements, prospectuses, statements of additional information, annual
and semi-annual reports, proxy statements, and all
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amendments or supplements to any of the above that relate to the
Account promptly after the filing of such document with the SEC or
other regulatory authority.
(c) The Fund or the Adviser will provide via Excel spreadsheet diskette
format or in electronic transmission to the Company at least quarterly
portfolio information necessary to update Fund profiles with seven
business days following the end of each quarter.
(d) The Fund will reimburse the Company for any incorrect information
provided to the Company under this Section as provided for in Schedule
C.
8. Proxy Voting.
(a) The Company shall provide pass-through voting privileges on Fund
shares held by registered separate accounts to all Contract owners and
participants to the extent the SEC continues to interpret the 1940 Act
as requiring such privileges. The Company shall provide pass-through
voting privileges on Fund shares held by unregistered separate
accounts to all Contract owners.
(b) The Company will distribute to Contract owners and participants, as
appropriate, all proxy material furnished by the Fund and will vote
Fund shares in accordance with instructions received from such
Contract owners and participants. If and to the extent required by
law, the Company, with respect to each group Contract and in each
Account, shall vote Fund shares for which no instructions have been
received in the same proportion as shares for which such instructions
have been received. The Company and its agents shall not oppose or
interfere with the solicitation of proxies for Fund shares held for
such Contract owners and participants.
9. Indemnification.
(a) The Company agrees to indemnify and hold harmless the Fund and the
Adviser, and each of their directors, officers, employees, agents,
trustees and each person, if any, who controls the Fund or its Adviser
within the meaning of the Securities Act of 1933 (the "1933 Act")
against any losses, claims, damages or liabilities to which the Fund,
the Adviser or any such director, officer, employee, agent, or
controlling person may become subject, under the 1933 Act or
otherwise, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) that (i) arise out of a breach or
violation of the terms of this Agreement by the Company or (ii) arise
out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Contracts or the
Registration Statement, prospectus or sales literature prepared by the
Company 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, or
arise out of or as a result of conduct, statements or representations
(other than statements or representations contained in the
prospectuses or sales literature of the Fund) of the Company or its
agents, with respect to the sale and distribution of Contracts for
which Fund shares are the underlying investment. The Company will
reimburse any legal or other expenses
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reasonably incurred by the Fund, the Adviser or any such director,
officer, employee, agent, investment adviser, trustee or controlling
person in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the
Company will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon
(i) an untrue statement or omission or alleged omission made in such
Registration Statement or prospectus in conformity with written
materials furnished to the Company by the Fund specifically for use
therein or (ii) the willful misfeasance, bad faith, or gross
negligence by the Fund or Adviser in the performance of its duties
hereunder or the Fund's or Adviser's reckless disregard of obligations
or duties under this Agreement or to the Company, whichever is
applicable. This indemnity agreement will be in addition to any
liability which Company may otherwise have.
(b) The Fund and the Adviser agree to indemnify and hold harmless the
Company and its directors, officers, employees, agents and each
person, if any, who controls the Company within the meaning of the
1933 Act against any losses, claims, damages or liabilities to which
the Company or any such director, officer, employee, agent or
controlling person may become subject, under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) that (i) arise out of a breach or
violation of the terms of this Agreement by the Fund or Adviser or
(ii) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration
Statement, prospectuses or sales literature of the Fund 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 material fact
required to be stated therein or necessary to make the statements
therein not misleading. The Fund and/or the Adviser will reimburse any
legal or other expenses reasonably incurred by the Company or any such
director, officer, employee, agent, or controlling person in
connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Fund or
Adviser will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon
(i) an untrue statement or omission or alleged omission made in such
Registration Statement or prospectuses which are in conformity with
written materials furnished to the Fund by the Company specifically
for use therein, or (ii) the willful misfeasance, bad faith, or gross
negligence by the Company in the performance of its duties hereunder
or the Company's reckless disregard of obligations or duties under
this Agreement or to the Fund and/or Adviser, whichever is applicable.
This indemnity agreement will be in addition to any liability which
the Fund and/or Adviser may otherwise have.
(c) Promptly after receipt by an indemnified party hereunder of notice of
the commencement of action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party
hereunder, notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party
otherwise than under this Section 10. In case any such action is
brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party
will be entitled to participate therein and, to the extent that it may
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wish to, assume the defense thereof, with counsel satisfactory to such
indemnified party, and after notice from the indemnifying party to
such indemnified party of its election to assume the defense thereof,
the indemnifying party will not be liable to such indemnified party
under this Section 9 for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation.
10. Potential Conflicts.
(a) The Company has received a copy of an application for exemptive
relief, as amended, filed by the Fund on and with the SEC (File No.
811-4919) (the "Shared Funding Exemptive Application"). The Company
has reviewed the conditions to the requested relief set forth in such
application for exemptive relief. As set forth in such application
once the Shared Funding Exemptive Order is issued, the Board of
Trustees of Fund (the "Board") will monitor the Fund for the existence
of any material irreconcilable conflict between the interests of the
contractholders of all separate accounts ("Participating Companies")
investing in the Fund. An irreconcilable material conflict may arise
for a variety of reasons, including: (i) an action by any state
insurance regulatory authority; (ii) a change in applicable federal or
state insurance, tax, or securities laws or regulations, or a public
ruling, private letter ruling, no-action or interpretative letter, or
any similar actions by insurance, tax or securities regulatory
authorities; (iii) an administrative or judicial decision in any
relevant proceeding; (iv) the manner in which the investments of any
portfolio are being managed; (v) a difference in voting instructions
given by variable annuity contractholders and variable life insurance
contractholders; or (vi) a decision by an insurer to disregard the
voting instructions of contractholders. The Board shall promptly
inform the Company if it determines that an irreconcilable material
conflict exists and the implications thereof.
(b) The Company will report any potential or existing conflicts of which
it is aware to the Board. The Company will assist the Board in
carrying out its responsibilities under the Shared Funding Exemptive
Order by providing the Board with all information reasonably necessary
for the Board to consider any issues raised. This includes, but is not
limited to, an obligation by the Company to inform the Board whenever
contractholder voting instructions are disregarded.
(c) If a majority of the Board, or a majority of its disinterested Board
members, determines that a material irreconcilable conflict exists
with regard to contractholder investments in a Fund, the Board shall
give prompt notice to all Participating Companies. If the Board
determines that the Company is responsible for causing or creating
said conflict, the Company shall at its sole cost and expense, and to
the extent reasonably practicable (as determined by a majority of the
disinterested Board members), take such action as is necessary to
remedy or eliminate the irreconcilable material conflict. Such
necessary action may include but shall not be limited to:
(i) withdrawing the assets allocable to the Account from the Fund and
reinvesting such assets in a different investment medium or
submitting the question of
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whether such segregation should be implemented to a vote of all
affected contractholders and as appropriate, segregating the
assets of any appropriate group (i.e., annuity contract owners,
life insurance contract owners, or variable contract owners of
one or more Participating Companies) that votes in favor of such
segregation, or offering to the affected contractholders the
option of making such a change; and/or
(ii) establishing a new registered management investment company or
managed separate account.
(d) If a material irreconcilable conflict arises as a result of a decision
by the Company to disregard its contractholder voting instructions and
said decision represents a minority position or would preclude a
majority vote by all of its contractholders having an interest in the
Fund, the Company at its sole cost, may be required, at the Board's
election, to withdraw an Account's investment in the Fund and
terminate this Agreement; provided, however, that such withdrawal and
termination shall be limited to the extent required by the foregoing
material irreconcilable conflict as determined by a majority of the
disinterested members of the Board.
(e) For the purpose of this Section 10, a majority of the disinterested
Board members shall determine whether or not any proposed action
adequately remedies any irreconcilable material conflict, but in no
event will the Fund be required to establish a new funding medium for
any Contract. The Company shall not be required by this Section 11 to
establish a new funding medium for any Contract if an offer to do so
has been declined by vote of a majority of the Contract owners or
participants materially adversely affected by the irreconcilable
material conflict.
12. Miscellaneous.
(a) Amendment and Waiver. Neither this Agreement, nor any provision
hereof, may be amended, waived, discharged or terminated orally, but
only by an instrument in writing signed by all parties hereto.
(b) Notices. All notices and other communications hereunder shall be given
or made in writing and shall be delivered personally, or sent by
telex, telecopier or registered or certified mail, postage prepaid,
return receipt requested, or recognized overnight courier service to
the party or parties to whom they are directed at the following
addresses, or at such other addresses as may be designated by notice
from such party to all other parties.
To the Company:
Aetna Life Insurance and Annuity Company
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. XxXxxx, Counsel
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To the Fund:
Xxxxxxxx Xxxxxxxx Series Trust
C/O Xxxxxxxx Xxxxxxxx Asset Management, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. X'Xxxxxxx
Secretary and Vice President
Any notice, demand or other communication given in a manner prescribed in
this subsection (b) shall be deemed to have been delivered on receipt.
(c) Successors and Assigns. This agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective permitted
successors and assigns.
(d) Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one
agreement, and any party hereto may execute this Agreement by signing
any such counterpart.
(e) Severability. In case any one or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or
impaired thereby.
(f) Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties hereto and supersedes all prior
agreement and understandings relating to the subject matter hereof.
(g) Governing Law. This Agreement shall be governed and interpreted in
accordance with the laws of the State of Connecticut.
(h) It is understood by the parties that this Agreement is not an
exclusive arrangement in any respect.
(i) The terms of this Agreement and the Schedules thereto will be held
confidential by each party except to the extent that either party or
its counsel may deem it necessary to disclose such terms.
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13. Limitation on Liability of Trustees, etc.
This agreement has been executed on behalf of the Fund by the undersigned
officer of the Fund in his or her capacity as an officer of the Fund. The
obligations of this agreement shall be binding upon the assets and property of
the Fund only and shall not be binding on any Trustee, officer or shareholder of
the Fund individually.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their
duly authorized officers effective as of the 1st day of May, 1999.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxxxx X. XxXxxxx
-----------------------------------------------------------
Name: Xxxxxx X. XxXxxxx
Title: Vice President
XXXXXXXX XXXXXXXX SERIES TRUST
By: /s/ Xxxxxx X. X'Xxxxxxx
-----------------------------------------------------------
Name: Xxxxxx X. X'Xxxxxxx
Title: Secretary and Vice President
XXXXXXXX XXXXXXXX ASSET MANAGEMENT, INC.
By: /s/ Xxxxxx X. X'Xxxxxxx
-----------------------------------------------------------
Name: Xxxxxx X. X'Xxxxxxx
Title: Senior Vice President
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Schedule A
(For any future separate accounts - See Section 1(a))
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Schedule B
[bullet] XXXXXXXX XXXXXXXX SERIES TRUST -
[diamond] GROWTH & INCOME PORTFOLIO
[diamond] TACTICAL ALLOCATION PORTFOLIO
[diamond] SMALL CAP PORTFOLIO
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Schedule C
The following costs, expenses and reimbursements will be paid by the party
indicated:
1. For purposes of Sections 2 and 7, the Fund shall be liable to the Company
for systems and out of pocket costs incurred by the Company in making a
Contract owner's or a participant's account whole, if such costs or
expenses are a result of the Fund's failure to provide timely or correct
net asset values, dividend and capital gains or financial information and
if such information is not corrected by 4pm EST of the next business day
after releasing such incorrect information provided the incorrect NAV as
well as the correct NAV for each day that the error occurred is provided.
If a mistake is caused in supplying such information or confirmations,
which results in a reconciliation with incorrect information, the amount
required to make a Contract owner's or a Participant's account whole shall
be borne by the party providing the incorrect information, regardless of
when the error is corrected.
2. For purposes of Section 3, the Fund shall pay for the cost of typesetting
and printing periodic fund reports to shareholders, prospectuses,
prospectus supplements, statements of additional information and other
materials that are required by law to be sent to Contract owners or
participants, as well as the cost of distributing such materials. The
Company shall pay for the cost of prospectuses and statements of additional
information and the distribution thereof for prospective Contract owners or
participants. Each party shall be provided with such supporting data as may
reasonably be requested for determining expenses under Section 3.
3. The Fund shall pay all expenses in connection with the provision to the
Company of a sufficient quantity of its proxy material under Section 3. The
cost associated with proxy preparation, group authorization letters,
programming for tabulation and necessary materials (including postage) will
be paid by the Fund.
Dated this 1st day of May, 1999.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxxxx X. XxXxxxx
-----------------------------------------------------------
Name: Xxxxxx X. XxXxxxx
Title: Vice President
14
XXXXXXXX XXXXXXXX SERIES TRUST
By: /s/ Xxxxxx X. X'Xxxxxxx
-----------------------------------------------------------
Name: Xxxxxx X. X'Xxxxxxx
Title: Secretary and Vice President
XXXXXXXX XXXXXXXX ASSET MANAGEMENT, INC.
By: /s/ Xxxxxx X. X'Xxxxxxx
-----------------------------------------------------------
Name: Xxxxxx X. X'Xxxxxxx
Title: Senior Vice President
