FORM OF
PRINCIPAL UNDERWRITING AGREEMENT
THIS UNDERWRITING AGREEMENT ("Agreement") is effective as of the _____
day of __________, 19___, 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
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
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
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 it
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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
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
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
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
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
The services of the Underwriter to the Accounts hereunder are not to
be deemed exclusive and the Underwriter shall be free torender similar
services to others as long as its services provided hereunder are not impaired
or interfered with thereby.
9. NON ASSIGNABILITY
This Agreement shall be nonassignable by the parties hereto.
10. AMENDMENT
This Agreement shall be amended only by written agreement of the
parties hereto.
11. TERMINATION
(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
This Agreement shall be construed and enforced in accordance with
and governed by the laws of the State of Connecticut.
13. SEVERABILITY
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 _______________________________________
Its _______________________________________
AETNA INSURANCE COMPANY OF AMERICA,
ON BEHALF OF ITS VARIABLE ANNUITY
ACCOUNTS I AND II
By ________________________________________
Its ________________________________________
AETNA LIFE INSURANCE AND
ANNUITY COMPANY
By _________________________________________
Its _________________________________________
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