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EX. 99-B.8.13
FUND PARTICIPATION AGREEMENT
BETWEEN
FUND AND ALIAC
This Agreement, made and entered into as of the first day of July,
2000, by and between Aetna Life Insurance and Annuity Company (the "Company"),
American Century Services Corporation ("Fund Agent"), and American Century
Investment Services, Inc. (the "Distributor"), whereby one or more of the Funds
shall be made available by Distributor from time to time (the "Funds"), each of
which is a series of mutual fund shares registered under the Investment Company
Act of 1940, as amended and issued by a registered investment company
(collectively, the "Issuers") to serve as underlying investment media for
Variable Annuity Contracts ("Contracts") to be issued by the Company.
1. ESTABLISHMENT OF ACCOUNT.
The Company represents that it has established Variable
Annuity Accounts B, C, D and F 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 that is either registered
as an investment company under the Investment Company Act of 1940
(the "1940 Act"), or not required to be registered under the 1940
Act pursuant to applicable exclusions under 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.
2. PRICING INFORMATION; ORDERS; SETTLEMENT.
(a) The Distributor 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 requirements
of those Contracts for which the Fund serve as underlying
investment media.
(b) The Distributor 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 6:30 p.m. Eastern time on such Business Day. The
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Company will send via facsimile or electronic transmission to
the Distributor or its specified agent orders to purchase and/or
redeem Fund shares by 9:00 a.m. Eastern Time the following
Business Day. Payment for net purchases will be wired by the
Company to an account designated by the Distributor to coincide
with the order for shares of the Fund.
(c) The Distributor 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 Distributor, prior to the close of the Exchange on
any given Business Day will be executed by the Distributor at the
net asset value determined as of the close of the Exchange on
such Business Day, provided that the Distributor receives written
(or facsimile) notice of such order by 9:00 a.m. Eastern 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 9:00
a.m. Eastern Time within one day following the day of receipt of
such order. All orders are subject to acceptance or rejection by
Distributor or the Funds in the sole discretion of any of them.
(d) Payments for net redemptions of shares of the Fund will be
wired by the Fund to an account designated by the Company under
normal conditions by 4:00 p.m. Eastern Time on the same Business
Day the Company places an order to redeem Fund Shares provided,
however, the Issuers reserve the right to settle redemption
transactions within the time period set forth in the applicable
Fund's then current prospectus. Payments for net purchases of
the Fund will be wired by the Company to an account designated by
the Fund by 4:00 p.m. Eastern Time on the same Business Day the
Company places an order to purchase Fund shares. Payments shall
be in federal funds transmitted by wire. On any Business Day
when the Federal Wire Transfer System is closed, all
communication and processing rules will be suspended for the
settlement of orders. Orders will be settled on the next
Business Day on which the Federal Reserve Wire Transfer System is
open and the original date of trade will apply.
(e) In lieu of the applicable provisions set forth in
subparagraphs 3(a) through 3(e) above, the parties may agree to
provide pricing information, execute orders and wire payments for
purchases and redemptions through National Securities Clearing
Corporation's Fund/SERV System, in which case such activities
will be governed by the provisions set forth in Exhibit A to this
Agreement.
(f) 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
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that an error is a result of any misinformation supplied by the
other party.
(g) The Company agrees to purchase and redeem the shares of the
Funds named in this Agreement hereof 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.
(h) The Fund or the Distributor shall indemnify and hold the
Company harmless, from the effective date of this Agreement,
against any amount the Company is required to pay to Contract
owners or participants due to an incorrect calculation or
reporting by the Fund or Distributor of a Fund's daily net asset
value, dividend rate, or capital gains distribution rate that is
deemed to be material under the pricing policy of the Fund's
Board of Directors or which Distributor deems necessary to
correct at the shareholder level. In addition, the Fund or the
Distributor shall be liable to the Company for 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 correct net asset values,
dividend or capital gains or financial information and if such
information is not corrected by 4:00 p.m. East Coast time 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 the 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.
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
Distributor 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 Distributor, except as provided in
Section 4 below 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) Distributor shall provide the Company with copies of each
Issuer's proxy materials, periodic fund reports to shareholders
and other materials that are required by law to be sent to the
Issuers' shareholders. In addition, Distributor shall provide the
Company with a sufficient quantity of prospectuses of the Funds to
be used in conjunction with the transactions contemplated by this
Agreement, together with such additional copies of the Issuers'
prospectuses as may be reasonably requested by the Company. If a
plan provides for pass-through voting by its participants, or if
the Company determines that pass-through voting is required by
law, Distributor will
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provide the Company with a sufficient quantity of proxy materials
for each participant under such plan or plans.
(c) The cost of preparing, printing and bulk shipping to the
Company's warehouse, or making available through electronic
medium, of the prospectuses, periodic fund reports and other
materials of the Issuers for the Company's use in marketing shares
of the Funds to Contract owners or participants shall be paid by
Distributor or its agents or affiliates; provided, however, that
if at any time Distributor or its agent reasonably deems the usage
by the Company or a Contract owner of such items for marketing
purposes to be excessive, it may, prior to the delivery of any
quantity of materials in excess of what it deemed reasonable,
request that the Company or the Contract owner, as the case may
be, demonstrate the reasonableness of such usage. If Distributor
believes the reasonableness of such usage has not been adequately
demonstrated, it may request that the party responsible for such
excess usage pay the cost of printing (including press time) and
delivery of any excess copies of such materials. Unless the
Company or the Contract owner, as the case may be, agrees to make
such payments, Distributor may refuse to supply such additional
materials and Distributor shall be deemed in compliance with this
Section 3 if it delivers to the Company at least the number of
prospectuses and other materials as may be required by the Issuers
under applicable law.
(d) The cost of preparing, printing and distribution of
prospectuses, periodic fund reports and other materials of the
Issuers to the Contract owners or their participants shall be paid
by either the Company, the Contract owner or the participants, and
shall not be the responsibility of the Distributor or the Issuers.
The cost of distribution of proxies to Contract owners or
participants shall be paid by the Distributor.
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4. COMPENSATION.
(a) The Company shall be the sole shareholder of Fund shares
purchased for the Variable Annuity Contracts pursuant to this
Agreement (the "Record Owner"). The Record Owner shall properly
complete any applications or other forms required by Distributor
or the Issuers from time to time.
(b) Distributor acknowledges that it will derive a substantial
savings in administrative expenses, such as a reduction in
expenses related to postage, shareholder communications and
recordkeeping, by virtue of having a single shareholder account
per Fund for the Accounts rather than having each Contract owner
or participant as a shareholder. In consideration of the
Administrative Services as specified on Exhibit B and performance
of all other obligations under this Agreement by the Company,
Distributor will pay the Company a fee (the "Administrative
Services Fee") as specified on Schedule B attached hereto on the
average aggregate amount invested in the Accounts under the terms
of this Agreement. Distributor will calculate the amount of the
Payment to be made pursuant to this Section 4 at the end of each
calendar quarter and will make such payment to the Company within
30 days thereafter. The parties acknowledge that the payments
received by the Company under this Section 4 are for
administrative and shareholder services only and to not constitute
payment in any manner for investment advisory services or for
costs of distribution.
(c) In consideration of performance of the Distribution
Services specified on Exhibit C by the Company, Distributor will
pay to the Company or to an affiliate designated by the Company,
a fee as specified on Schedule B attached hereto on the average
aggregate amount invested by the Company in Advisor Class shares
of the Funds under this Agreement. Distributor will calculate the
amount of the payment to be made pursuant to this Section 4 at
the end of each calendar quarter and will make such payment to
the Company within 30 days thereafter.
(d) The reimbursement set forth in Schedule B is conditional
upon the addition of the Ultra Fund (Advisor Class) and Income &
Growth Fund (Advisor class) in October 2000 to several plans
and/or products offered by the Company (either under Variable
Annuity Contracts pursuant to the terms of this Agreement, or to
retirement plans pursuant to the terms of the Selling and
Services Agreement between the Company, Aetna Investment
Services, Inc. and Distributor dated as of July, 2000). In the
event the Company fails to add the additional Funds, the fees, as
set forth in Schedule C shall apply as of July 1, 2000.
(e) For the purposes of computing the payment to the Company
contemplated by this Section 4, the average aggregate amount
invested by the Company on behalf of the Accounts in the Funds
over a one month period shall be computed by totaling the
Company's aggregate investment (share net asset value multiplied
by total number of shares of the Funds held by the Company) on
each Business Day during the month and dividing by the total
number of Business Days during such month.
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(f) Such payment to the Company for the relevant months shall
be wired to:
Wachovia Bank Account Number 8732071464
ABA #053100494
Reference: American Century Service/12b-1 fees
(g) A statement showing the calculations of the amounts being
paid for the relevant months and such other supporting data as
may be reasonably requested by the Company and unless otherwise
directed in writing by the Company shall be mailed to:
Aetna Financial Services, Inc.
Attn: Central Valuation Unit
Conveyor TN41
151 Farmington Ave.
Hartford, CT 06156
5. REPRESENTATIONS.
The Company agrees that it and its agents shall not, without the
written consent of the Fund or the Distributor, make representations concerning
the Fund, or its shares except those contained in the then current prospectuses
and in current printed sales literature approved by or deemed approved by the
Fund or the Distributor.
6. TERMINATION.
This agreement shall terminate as to the sale and issuance of new
Contracts:
(a) at the option of either the Company, the Distributor or the
Fund, upon six (6) months advance written notice to the other
parties or upon sixty (60) days' written notice pursuant to a vote
of a majority of outstanding securities of the Funds;
(b) at the option of the Company, upon one week advance written
notice to the Distributor 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 Distributor 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 Distributor 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
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Contracts. The Company will give 60 days written notice to the
Fund and the Distributor of any decision to replace the Fund's'
shares;
(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) By a vote of a majority of the independent directors of
any Fund.
7. CONTINUATION OF AGREEMENT.
Termination as the result of any cause listed in Section 6 shall not
affect the Distributor's obligation to furnish Fund 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.
8. 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 Distributor or its designee for
review before such material is submitted to any regulatory body
for review. Distributor shall advise the submitting party in
writing within a reasonable time period after receipt of such
material, generally not expected to be more than five (5) business
days, of its approval or disapproval of such materials.
(b) At the Distributor's request, the Company will provide to
the Distributor 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
Account promptly after the filing of such document with the SEC
or other regulatory authority.
(c) The Fund or the Distributor will provide to the Company, in
electronic format, performance updates and portfolio updates for
the Funds as soon as is reasonably practicable, assumed to be
within 10 business days after the end of each calendar quarter
under normal conditions.
9. PROXY VOTING.
(a) The Company shall provide pass-through voting privileges on
Fund shares held by the separate accounts to all Contract owners.
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(b) The Company will distribute to Contract owners all proxy
material furnished by the Distributor and will vote Fund shares in
accordance with instructions received from such Contract owners.
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.
10. INDEMNIFICATION.
(a) The Company agrees to indemnify and hold harmless the Fund
and the Distributor, and its directors, officers, employees,
agents and each person, if any, who controls the Fund or its
investment adviser within the meaning of the Securities Act of
1933 (the "1933 Act") against any losses, claims, damages or
liabilities to which the Fund 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) arise out
of or are based upon any untrue statement of any material fact
contained in the Registration Statement, prospectus or sales
literature of the Company or arise out of or are based upon the
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 reasonably incurred by the Funds and Distributor
or any such director, officer, employee, agent, investment
Distributor, 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 Distributor
specifically for use therein or (ii) the willful misfeasance, bad
faith, or gross negligence by the Fund or Distributor in the
performance of its duties or the Funds' or Distributor'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 Funds and the Distributor 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) arise out of or are
based upon any 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 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
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not misleading. The Distributor 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
Distributor 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 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 Distributor 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 or the Company's reckless disregard of
obligations or duties under this Agreement or to the Funds or the
Distributor, whichever is applicable. This indemnity will be in
addition to any liability which the Funds or the Distributor 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 9. 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 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 10 for any legal or other expenses
subsequently incurred by such indemnified party in connection with
the defense thereof other than reasonable costs of investigation.
(d) If the indemnifying party assumes the defense of any such
action, the indemnifying party shall not, without the prior
written consent of the indemnified parties in such action, settle
or compromise the liability of the indemnified parties in such
action, or permit a default or consent to the entry of any
judgment in respect thereof, unless in connection with such
settlement, compromise or consent, each indemnified party receives
from such claimant an unconditional release from all liability in
respect of such claim.
11. ADDITIONAL COVENANTS AND AGREEMENTS.
(a) Each party shall comply with all provisions of federal and state
laws applicable to its respective activities under this Agreement. All
obligations of each party under this Agreement are subject to compliance with
applicable federal and state laws.
(b) Each party shall promptly notify the other party in the event that
it is, for any reason, unable to perform any of its obligations under this
Agreement.
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(c) The Company covenants and agrees that all Orders accepted and
transmitted by it hereunder with respect to each Plan on any Business Day will
be based upon instructions that it received from the Plan, the Participants, or
a Plan's sponsor and/or authorized committee, in proper form prior to the Close
of Trading of the Exchange on that Business Day. The Company shall time stamp
all Orders or otherwise maintain records that will enable the Company to
demonstrate compliance with Section 3(c) hereof. Further, upon reasonable
request by Distributor, the Company will provide evidence reasonably
satisfactory to the Fund's Board of Directors to demonstrate its compliance
with Rule 22c-1 requirements and provide the requester with copies of its
internal control report, if one is obtained.
(d) The Company covenants and agrees that all Orders transmitted to
the Issuers, whether by telephone, telecopy, or other electronic transmission
acceptable to Distributor, shall be sent by or under the authority and
direction of a person designated by the Company as being duly authorized to act
on behalf of the owner of the Plans. Distributor shall be entitled to rely on
the existence of such authority and to assume that any person transmitting
Orders for the purchase, redemption or transfer of Fund shares on behalf of the
Company is "an appropriate person" as used in Sections 8-107 and 8-401 of the
Uniform Commercial Code with respect to the transmission of instructions
regarding Fund shares on behalf of the owner of such Fund shares. The Company
shall maintain the confidentiality of all passwords and security procedures
issued, installed or otherwise put in place with respect to the use of Remote
Computer Terminals and assumes full responsibility for the security therefor.
The Company further agrees to be responsible for the accuracy, propriety and
consequences of all data transmitted to Distributor by the Company by
telephone, telecopy or other electronic transmission acceptable to Distributor.
(e) The Company agrees that, to the extent it is able to do so, it
will use its best efforts to give equal emphasis and promotion to shares of the
Funds as is given to other unaffiliated underlying investment options available
to the Plans, subject to applicable Securities and Exchange Commission and
National Association of Securities Dealers, Inc. rules.
(f) The Company shall not, without the written consent of Distributor,
make representations concerning the Issuers or the shares of the Funds except
those contained in the then-current prospectus and in current printed sales
literature approved by Distributor or the Issuers.
(g) Use of Names. Except as otherwise expressly provided for in this
Agreement or except in any materials that simply list the Funds' names, neither
Distributor, nor any of its affiliates, nor the Funds shall use any trademark,
trade name, service mark or logo of the Company, or any variation of any such
trademark, trade name, service mark or logo, without the Company's prior
written consent, the granting of which shall be at the Company's sole option.
Except as otherwise expressly provided for in this Agreement, the Company shall
not use any trademark, trade name, service mark or logo of the Issuers or
Distributor, or any variation of any such trademarks, trade names, service
marks or logos, without the prior written consent of either the Issuers or
Distributor, as appropriate, the granting of which shall be at the sole option
of Distributor and/or the Issuers, as appropriate.
12. MISCELLANEOUS.
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(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, facsimile 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.
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To the Company:
Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
Attention: Julie E. Rockmore, Counsel
To the Fund or Distributor:
American Century Investment Services, Inc.
4500 Main Street
Kansas City, MO 64111
Attn: Janet Nash, Esq.
(816) 340-7480 (office number)
(816) 340-4964 (fax)
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. This Agreement may
not be assigned except as permitted in Section 6(e), and will be
terminated upon any assignment not meeting the requirements of
Section 6(e).
(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, including the Fund Participation Agreement
dated as of May 6, 1994 by and between Aetna Life Insurance and
Annuity Company, Investors Research Corporation (now American
Century Investment Management, Inc.) and Twentieth Century
Investors, Inc.(now American Century Mutual Funds, Inc.), and as
amended as of December 30, 1998 (which amendment included American
Century World Mutual Funds, Inc. as a party).
(g) SURVIVAL. The provisions of Section 11(g) (Use of Names) and
Section 10 (Indemnification) of this Agreement shall survive
termination of this Agreement.
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(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 and Exhibits
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.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by
their duly authorized officers effective as of the date first written above.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Laurie M. Leblanc
-----------------------
Name: Laurie M. Leblanc
-----------------------
Title: Vice President
-----------------------
AMERICAN CENTURY INVESTMENT SERVICES, INC.
By: /s/ William M. Lyons
------------------------
Name: William M. Lyons
------------------------
Title: Executive Vice President
------------------------
AMERICAN CENTURY SERVICES CORPORATION
By: /s/ William M. Lyons
------------------------
Name: William M. Lyons
------------------------
Title: Executive Vice President
------------------------
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SCHEDULE A
(For any future separate accounts - See Section 1)
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EXHIBIT A
PROCEDURES FOR PRICING AND ORDER/SETTLEMENT THROUGH NATIONAL SECURITIES
CLEARING CORPORATION'S MUTUAL FUND PROFILE SYSTEM AND MUTUAL FUND SETTLEMENT,
ENTRY AND REGISTRATION VERIFICATION SYSTEM
1. As provided in Section 3(f) of the Fund Participation Agreement, the
parties hereby agree to provide pricing information, execute orders and wire
payments for purchases and redemptions of Fund shares through National
Securities Clearing Corporation ("NSCC") and its subsidiary systems as follows:
(a) American Century Services Corporation ("Fund Agent") will furnish to the
Company or its affiliate through NSCC's Mutual Fund Profile System
("MFPS") (1) the most current net asset value information for each Fund,
(2) a schedule of anticipated dividend and distribution payment dates for
each Fund, which is subject to change without prior notice, ordinary
income and capital gain dividend rates on the Fund's ex-date, and (4) in
the case of fixed income funds that declare daily dividends, the daily
accrual or the interest rate factor. All such information shall be
furnished to the Company or its affiliate by 6:30 p.m. Eastern Time on
each business day that the Fund is open for business (each a "Business
Day") or at such other time as that information becomes available.
Changes in pricing information will be communicated to both NSCC and the
Company or its affiliate.
(b) Upon receipt of Fund purchase, exchange and redemption instructions for
acceptance as of the time at which a Fund's net asset value is calculated
as specified in such Fund's prospectus ("Close of Trading") on each
Business Day ("Instructions"), and upon its determination that there are
good funds with respect to Instructions involving the purchase of Shares,
the Company or its affiliate will calculate the net purchase or redemption
order for each Fund. Orders for net purchases or net redemptions derived
from Instructions received by AISI or its affiliate prior to the Close of
Trading on any given Business Day will be sent to the Defined Contribution
Interface of NSCC's Mutual Fund Settlement, Entry and Registration
Verification System ("Fund/SERV") by 5:00 a.m. Eastern Time on the next
Business Day. Subject to the Company's or its affiliate's compliance with
the foregoing, the Company or its affiliate will be considered the agent
of the Fund Agent and the Funds, and the Business Day on which
Instructions are received by the Company or its affiliate in proper form
prior to the Close of Trading will be the date as of which shares of the
Funds are deemed purchased, exchanged or redeemed pursuant to such
Instructions. Instructions received in proper form by the Company or its
affiliate after the Close of Trading on any given Business Day will be
treated as if received on the next following Business Day. Dividends and
capital gains distributions will be automatically reinvested at net asset
value in accordance with the Fund's then current prospectuses.
(c) The Company or its affiliate will wire payment for net purchase orders by
the Fund Agent's NSCC Firm Number, in immediately available funds, to an
NSCC settling bank account
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designated by the Company or its affiliate no later than 5:00 p.m. Eastern
time on the same Business Day such purchase orders are communicated to
NSCC. For purchases of shares of daily dividend accrual funds, those
shares will not begin to accrue dividends until the day the payment for
those shares is received.
(d) NSCC will wire payment for net redemption orders by Fund, in immediately
available funds, to an NSCC settling bank account designated by the Company
or its affiliate, by 5:00 p.m. Eastern Time on the Business Day such
redemption orders are communicated to NSCC, except as provided in a Fund's
prospectus and statement of additional information.
(e) With respect to (c) or (d) above, if Fund Agent does not send a
confirmation of the Company's or its affiliate's purchase or redemption
order to NSCC by the applicable deadline to be included in that Business
Day's payment cycle, payment for such purchases or redemptions will be made
the following Business Day.
(f) If on any day the Company or its affiliate or Fund Agent is unable to meet
the NSCC deadline for the transmission of purchase or redemption orders, it
may at its option transmit such orders and make such payments for purchases
and redemptions directly to Fund Agent or to the Company or its affiliate,
as applicable, as is otherwise provided in the Agreement.
(g) These procedures are subject to any additional terms in each Fund's
prospectus and the requirements of applicable law. The Funds reserve the
right, at their discretion and without notice, to suspend the sale of
shares or withdraw the sale of shares of any Fund.
2. The Company or its affiliate, Fund Agent and clearing agents (if applicable)
are each required to have entered into membership agreements with NSCC and met
all requirements to participate in the MFPS and Fund/SERV systems before these
procedures may be utilized. Each party will be bound by the terms of their
membership agreement with NSCC and will perform any and all duties, functions,
procedures and responsibilities assigned to it and as otherwise established by
NSCC applicable to the MFPS and Fund/SERV system and the Networking Matrix Level
utilized, except that (i) we agree to conduct business on Networking Level 3
only; (ii) Section 12 of Article IV relating to governing law is hereby amended
by deleting the second sentence of such section; and (iii) Section 13 of Article
IV relating to arbitration of disputes is hereby deleted and shall be of no
force and effect.
3. Except as modified hereby, all other terms and conditions of the Agreement
shall remain in full force and effect. Unless otherwise indicated herein, the
terms defined in the Agreement shall have the same meaning as in this Exhibit.
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EXHIBIT B
ADMINISTRATIVE SERVICES
Pursuant to the Agreement to which this is attached, the Company shall perform
all administrative and shareholder services required or requested by Contract
owners or participants under the Variable Annuity Contracts, including, but not
limited to, the following:
1. Transmit purchase and redemption orders to the Funds pursuant to
instructions received by Contract owners or participants, in accordance with
procedures set forth in Section 2 to the Agreement.
2. Distribute to the Contract owners or participants, as appropriate,
copies of the Funds' prospectus, proxy material, periodic fund reports to
shareholders and other materials that the Funds or the Company are required by
law or otherwise to provide to Contract owners or participants under Variable
Annuity Contracts that use the Funds as investment options.
3. Maintain and preserve all records as required by law to be
maintained and preserved in connection with providing the Administrative
Services for Contract owners or participants under the Variable Annuity
Contracts.
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EXHIBIT C
DISTRIBUTION SERVICES
Pursuant to the Agreement to which this is attached, the Company or an affiliate
shall perform distribution services for Advisor Class shares of the Funds,
including, but not limited to, the following:
1. Receive and answer correspondence from prospective Variable Annuity
Contract owners or participants, including distributing prospectuses, statements
of additional information, and shareholder reports.
2. Provide facilities to answer questions from prospective investors
about Fund shares.
3. Provide other reasonable assistance in connection with the
distribution of Fund shares.
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