EXHIBIT 99-B.3.4
UNDERWRITING AGREEMENT DATED NOVEMBER 17, 2000 BETWEEN AETNA LIFE
INSURANCE AND ANNUITY COMPANY AND AETNA INVESTMENT SERVICES, INC.
PRINCIPAL UNDERWRITING AGREEMENT
THIS UNDERWRITING AGREEMENT ("Agreement") is effective as of the 17th day
of November, 2000, by and between Aetna Life Insurance and Annuity Company
("ALIAC"), on its own behalf and on behalf of its nonunitized separate account
for modified guaranteed annuity contracts ("MGA Account"), and on behalf of
Variable Annuity Accounts B, C, D, F and G and Variable Life Accounts B and C
(the "Accounts"), separate accounts of ALIAC, and Aetna Investment Services,
L.L.C., (the "Underwriter").
WHEREAS, the Accounts were established under Connecticut law as separate
accounts of ALIAC pursuant to authority granted by a resolution of ALIAC's Board
of Directors dated October 18, 1976.;
WHEREAS, the Accounts will maintain the net proceeds of and reserves for
certain variable annuity contracts issued by ALIAC, and ALIAC's MGA Account will
receive the purchase payments under certain modified guaranteed annuity
contracts issued by ALIAC (the "Contracts);
WHEREAS, ALIAC has registered the Accounts as unit investment trusts under
the Investment Company Act of 1940 and has registered or will regiester the
Contracts for sale under the Securities Act of 1933; and
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WHEREAS, ALIAC, the Accounts, and the MGA Account 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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ALIAC 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
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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 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 ALIAC is licensed to sell the
Contracts;
4. Control and Responsibility
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ALIAC shall have ultimate control and responsibility of the functions that
it has delegated. ALIAC 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 ALIAC, 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 ALIAC. The Underwriter shall furnish ALIAC with such reports as
it may reasonably request for the
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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
ALIAC within three business days.
7. Compensation to Underwriter
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ALIAC will pay the Underwriter for services rendered hereunder as billed by
the Underwriter and agreed to by ALIAC. 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 patties
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.
(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 ALIAC 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. Severabilitv
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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 LIFE INSURANCE AND ANNUITY COMPANY
By /s/ Xxxxx X. Xxxxxxx
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Xxxxx X Xxxxxxx
Its Senior Vice President
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AETNA LIFE INSURANCE AND ANNUITY COMPANY,
ON BEHALF OF ITS VARIABLE ANNUITY
ACCOUNTS B, C, D, F and G and VARIABLE LIFE ACCOUNTS B AND C
By /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Its Senior Vice President
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AETNA INVESTMENT SERVICES, L.L.C.
By /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Its President
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