EX-24 24 ex24b867goldmansachsfpa.htm EX. 24(B)(8.67) GOLDMAN SACHS FPA ex24b867goldmansachsfpa.htm - Generated by SEC Publisher for SEC Filing
      Exhibit 24(b)(8.67)
      FUND PARTICIPATION AGREEMENT
      between
      FUND and ALIAC
 
 
  Aetna Life Insurance and Annuity Company (the "Company"), Goldman Sachs Trust (the
"Fund") and Goldman, Sachs & Co. (the "Distributor") hereby agree to an arrangement whereby
the Fund shall be made available to serve as underlying investment media for Variable Annuity
Contracts ("Contracts") to be issued by the Company.
 
1. Establishment of Accounts; Availability of Fund.
 
  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, 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.
 
2. Pricing Information; Orders; Settlement.
 
  (a) The Fund will make available to be purchased by the Company Class A Shares of the
    portfolios set forth in Schedule B attached hereto and as may be amended from time
    to time with the mutual consent of the parties hereto (the “Portfolios”), 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(s) 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 use its best efforts to provide to the Company closing net asset value,
    dividend and capital gain information by 6:30 p.m. Eastern Standard time on each
    Business Day (or at such other time as the information becomes available) and in no
@BCL@9010CE02.docx 1
Service Agreement    
03/27/2014    

 


 

  event later than 7:00 p.m. Eastern Standard Time on such Business Day absent
  extraordinary circumstances. 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 8:30 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 time a Portfolio calculates
  its net asset value on a Business Day (“Close of Trading”) will be executed by the
  Fund at the net asset value determined as of the Close of Trading on such Business
  Day, provided that the Fund receives written (or facsimile) notice of such order by
  8:30 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 Trading
  will be executed by the Fund at the net asset value determined as of the Close of
  Trading 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 8:30 a.m. Eastern
  Standard Time within the next two Business Days following the day of receipt of such
  order. The Company agrees that all Orders received by the Company, which will be
  transmitted to Distributor for processing as of a particular Business Day, will have
  been received and time stamped prior to the Close of Trading on that Business Day.
  Upon the Distributor’s request, the Company shall provide copies of historical records
  relating to transactions between the Fund and the Accounts, written communications
  regarding the Fund to or from Contract owners and participants, and other materials,
  in each case, as may reasonably be requested to enable the Distributor or any other
  designated entity, including without limitation, auditors, investment advisers, or
  transfer agents of the Fund to monitor and review the services being provided under
  this Agreement, the internal controls designed to prevent orders received after the
  Close of Trading from being aggregated with orders received before the Close of
  Trading, or to comply with any request of a governmental body or self-regulatory
  organization or a shareholder.  
 
(d) Payments for net redemptions of shares of the Fund will be wired by the Fund to an
  account designated by the Company on the same Business Day the Company places
  an order to redeem Fund Shares. 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) In lieu of applicable provisions set forth in paragraphs 2(a) through 2(d) 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
I to this Agreement.  
 
@BCL@9010CE02.docx 2
Service Agreement    
03/27/2014    

 


 

  (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 that an
    error is a result of any misinformation supplied by the other party
 
  (g) The Company shall assume responsibility as herein described for any loss to
    Distributor or to the Fund caused by a cancellation or correction made to an Order by
    a Contract owner or participant subsequent to the date as of which such Order has
    been received by the Company and originally relayed to the Distributor, and the
    Company will immediately pay such loss to the Distributor or the Fund upon the
    Company’s receipt of written notification, with supporting data.
 
  (h) 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: (i) an incorrect calculation of a Fund’s daily
    net asset value, dividend rate, or capital gains distribution rate or (ii) a materially
    incorrect or late reporting (after 7:00 p.m. Eastern Standard time on each Business
    Day the Fund is open for business) of the daily net asset value, dividend rate, or
    capital gain distribution rate of a Fund, upon written notification by the Company,
    with supporting data, to Distributor, in each case which requires reprocessing. In
    addition, the Fund or the Distributor 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 or the
    Distributor’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 4:00 p.m.
    Eastern Standard time on 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.  
 
  (h) The Company agrees to purchase and redeem the shares of the Funds 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.
 
3. Fees.    
 
  In consideration of services provided by the Company under this Agreement, the Fund or
  Distributor shall pay fees to the Company as set forth in Schedule C.
 
4. 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
 
@BCL@9010CE02.docx 3
Service Agreement    
03/27/2014    

 


 

    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
    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 Distributor shall provide to the Company, at the location designated
    by the Company, periodic fund reports to shareholders and other materials that are
    required by law to be sent to Contract owners or participants. In addition, the Fund or
the Distributor 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  
 
  (c) The Fund or Distributor shall provide the Company with a sufficient quantity of its
    proxy material that is required to be sent to Contract owners or participants. The cost
    associated with proxy preparation, group authorization letters, programming for
    tabulation and necessary materials (including postage) will be paid by the Fund or
    Distributor.  
 
5. Representations.  
 
  (a) 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.
 
  (b) The Company will not, without prior written consent of the Distributor in each
    instance, (i) use in advertising, publicity or otherwise the name of “Goldman Sachs,”
    including the name of any affiliate, partner or employee of Goldman or the Fund, nor
    any trade name, trademark, trade device, service mark, symbol or any abbreviation,
    contraction or simulation thereof owned by Goldman (unless such use is in
    accordance with procedures mutally agreed upon by the parties), or (ii) represent,
    directly or indirectly, that any product or any service provided by the Company has
    been approved or endorsed by the Distributor. This provision shall survive the
    termination of this Agreement.  
 
  (c) The Company represents and warrants that the Contracts will be issued and sold in
    compliance in all material respects with all applicable federal and state laws and the
    sale of the Contracts will comply in all material respects with state insurance law
    requirements. The Company further represents and warrants that it is an insurance
    company duly organized and in good standing under applicable law and that, to the
    degree legally required, it has registered or, prior to any issuance or sale of the
    Contracts, will register each Separate Account as a unit investment trust in accordance
 
@BCL@9010CE02.docx 4
Service Agreement  
03/27/2014    

 


 

  with the provisions of the 1940 Act to serve as a segregated investment account for
  the Contracts.  
 
(d) The Company agrees that it shall be fully responsible for the sale and marketing of the
  Contracts. The Company shall provide Contracts, the Contracts’ and Fund’s
  Prospectuses, Contracts’ and Fund’s Statement of Additional Information, and all
  amendments or supplements to any of the foregoing to Contract owners and
  participants and prospective Contract owners and participants, all in accordance with
  and to the extent required by federal and state laws. The Company shall ensure that
  all persons offering the Contracts are duly licensed and registered under applicable
  insurance and securities laws. The Company shall ensure that each sale of a Contract
  satisfies applicable suitability requirements under insurance and securities laws and
  regulations, including without limitation the rules of the NASD. The Company shall
  adopt and implement procedures reasonably designed to ensure that information
  concerning the Fund and the Distributor that is intended for use by brokers or agents
  selling the Contracts (i.e., information that is not intended for distribution to Contract
  Owners or offerees) is so used.  
 
(e) The Company agrees that it shall be fully responsible for the underwriting, issuance,
  service and administration of the Contracts and for the administration of the
  Accounts, including, without limitation, the calculation of performance information
  for the Contracts, the timely payment of Contract owner and participant redemption
  requests and processing of Contract transactions, and the maintenance of a service
  center, such functions to be performed in all respects at a level commensurate with
  those standards prevailing in the variable annuity industry. The Company shall
  provide to Contract owners and participants all Fund reports, solicitations for voting
  instructions including any related Fund proxy solicitation materials, and updated Fund
  Prospectuses as required under the federal securities laws.
 
(f) The Company agrees that in connection with the matters contemplated by this
  Agreement, it shall act in conformity with the 1940 Act, the Employee Retirement
  Income Security Act of 1974, as amended (“ERISA”) and all other applicable federal
  and state laws, regulations and rulings and the constitution, by-laws and rules of any
applicable self-regulatory organization. The Company shall assume sole
  responsibility for its compliance with applicable federal and state laws and
  regulations, and shall rely exclusively upon its own determination, or that of its legal
  advisers, that the performance of its duties hereunder complies with such laws and
  regulations. Under no circumstances shall the Fund, the Distributor or any of their
affiliates be held responsible or liable in any respect for any statements or
  representations made by them or their legal advisers to the Company concerning the
  applicability of any federal or state laws or regulations to the activities contemplated
  herein. Without limiting the generality of the foregoing, the Company acknowledges
  specifically that (i) the Fund does not conform its operations to the provision of
  Section 817(h) of the Internal Revenue Code; (ii) the Company is solely responsible
  for the operation of the Accounts and the issuance of Contracts in conformance with
  all applicable tax, securities, insurance and other laws; and (iii) the Company’s receipt
  of compensation pursuant to this Agreement is lawful.
 
@BCL@9010CE02.docx 5
Service Agreement    
03/27/2014    

 


 

  (g) The Distributor represents and warrants that the Funds (1) are duly organized under
    the laws of the various states, (2) are in good standing in such jurisdictions. (3) are in
    material compliance with all applicable federal, state and securities laws, and (4) are
    duly licensed and authorized to conduct business in every jurisdiction where such
    license or authorization is required.
 
  (h) The Distributor represents and warrants that the shares of the Funds are registered
    under the 1933 Act, duly authorized for issuance and sold in compliance with the
    laws of the States and all applicable federal, state, and securities laws; that the Funds
    amend their registration statements under the 1933 Act and the 1940 Act from time to
    time as required or in order to effect the continuous offering of its shares; and that the
    Funds have registered and qualified its shares for sale in accordance with the laws of
    each jurisdiction where it is required to do so.
 
  (i) Distributor represents and warrants that the Funds are currently qualified as regulated
    investment companies under Subchapter M of the Internal Revenue Code of 1986, as
    amended, and will make every effort to maintain such qualification, and that
    Distributor will notify the Company immediately upon having a reasonable basis for
    believing that any of the Funds have ceased to so qualify or that any might not qualify
    in the future.  
 
  (j) Distributor represents and warrants that it (1) is a member in good standing of the
    NASD, (2) is registered as a broker-dealer with the SEC, (3) will continue to remain
    in good standing and be so registered during the term of this Agreement, (4) is a
    partnership duly organized under the laws of the State of New York, (5) is in good
    standing in that jurisdiction, (6) is in material compliance with all applicable federal,
    state, and securities laws, (7) is duly registered and authorized in every jurisdiction
    where such license or registration is required, and will maintain such registration or
    authorization in effect at all times during the term of this Agreement, and (8) has full
    authority to enter into this Agreement and carry out its obligations pursuant to the
    terms of this Agreement.  
 
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 sixty days
    advance written notice to the other parties;
 
  (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
 
@BCL@9010CE02.docx 6
Service Agreement    
03/27/2014    

 


 

    marketing the Contracts, any 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) at the option of the Distributor, if the Distributor shall reasonably determine in good
    faith that shares of the Fund are not being offered in conformity with the terms of this
    Agreement;  
 
  (e) at the option of the Distributor, if the Distributor has reason to believe that the
    performance of the services or receipt of fees by the Company or its affiliates under
    this Agreement may be unlawful;  
 
  (f) 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
    Distributor of any decision to replace the Fund's shares;
 
  (g) upon assignment of this Agreement, unless made with the written consent of all other
    parties hereto;  
 
  (h) 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.
 
7. Continuation of Agreement.  
 
  Termination as the result of any cause listed in Section 6 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.  
 
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. In no event shall such materials be used without the prior written consent of
    the Distributor, unless such use is in accordance with procedures mutually agreed
    upon by the parties. The Distributor shall advise the submitting party in writing
    within ten (10) Business Days of receipt of such materials by the Distributor of its
    approval or disapproval of such materials.
 
  (b) At the Company’s request, the Fund will provide additional copies of its financials to
    the Company and will automatically provide at least one complete copy of all
    prospectuses, 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
 
@BCL@9010CE02.docx 7
Service Agreement    
03/27/2014    

 


 

    such document with the SEC or other regulatory authorities. At the Distributor’s
    request, the Company will provide to the Distributor additional copies of its financials
    and at least one complete copy of all registration statements, prospectuses, annual and
    semi-annual reports, proxy statements, and all amendments or supplements to any of
    the above that relate to the Accounts promptly after the filing of such document with
    the SEC or other regulatory authority.
 
  (c) The Fund or the Distributor 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 ten Business Days following the end of each
    quarter.  
 
9. 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 with respect
    to 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.
 
10. Indemnification.  
 
  (a) The Company agrees to indemnify and hold harmless the Fund, the Distributor, and
    each of their directors, trustees, officers, employees, agents and each person, if any,
    who controls the Fund or the Distributor within the meaning of the Securities Act of
    1933 (the "1933 Act") against any losses, claims, damages or liabilities to which the
    Fund, the Distributor or any such director, trustee, 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) (i) arise out
    of, or are based upon, the provision of administrative services by the Company under
    this Agreement, (ii) result from a breach by the Company of a material provision of
    this Agreement or any representation, warranty or covenant, (iii) arise out of or are
    based upon any untrue statement of any material fact made by sales representatives of
    the Company or any third party dealer who solicits the purchase of Contracts for
    which the Fund is an investment option (“Third Party Dealer”) (unless such
    information is contained in the then current prospectus of the Fund, in current sales
    literature of the Fund approved by the Fund or in publicly available databases such as
    those databases created by Standard & Poor’s and Morningstar); (iv) arise out of or
 
@BCL@9010CE02.docx 8
Service Agreement    
03/27/2014    

 


 

  are based upon any untrue statement of a material fact contained in sales literature
  prepared by the Company or any Third Party Dealer (unless such sales literature has
  been approved by the Distributor), or (v) arise out of, or are based upon any violation
  of applicable law including but not limited to the rules, regulations or policies of any
  self regulatory organization that the Company or any Third Party Dealer. Without
  limiting the generality of the foregoing, the Company agrees to indemnify the Fund,
  the Distributor or any such director, officer, employee, agent or controlling person
  from and against any losses, claims, damages or liabilities resulting from any errors
  contained in any purchase, exchange or redemption order transmitted on behalf of the
  Accounts or from the untimely receipt of any such order by the Fund or the
  Distributor. In addition, if payment for any purchase of Class A Shares is not
  received from the Company or its designee by the time specified herein, the purchase
  to which such payment relates may, in the Fund’s sole discretion, be rescinded and the
  Company will be liable for any dilution to the Fund resulting from the rescinded
  trade. The Company will reimburse any legal or other expenses reasonably incurred
  by the Fund, the Distributor or any such director, trustee, officer, employee, agent, 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 for
  indemnification hereunder to the extent that any such loss, claim, damage, liability or
  action 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 Distributor
  in the performance of its duties or the Fund's 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 Distributor agrees 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) (i) 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 , provided such materials
  are distributed without change, are approved by the Distributor, or they are not used in
  a manner contrary to any instructions given by the Distributor or with applicable laws,
  regulations and rules or (ii) result from a breach by the Distributor of a material
  provision of this Agreement or any representation, warranty or covenant. 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 Distributor will not be liable for indemnification
 
@BCL@9010CE02.docx 9
Service Agreement    
03/27/2014    

 


 

  hereunder 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 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 or the
  Company’s reckless disregard of obligations or duties under this Agreement or to the
  Fund or the Distributor, whichever is applicable. This indemnity agreement will be in
  addition to any liability which 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 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 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) The provisions of this Section 10 shall survive the termination of this Agreement.
 
11. 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
    151 Farmington Avenue
    Hartford, Connecticut 06156
    Attention: Julie E. Rockmore, Counsel
 
 
 
@BCL@9010CE02.docx 10
Service Agreement    
03/27/2014    

 


 

To the Fund:  
 
    Goldman Sachs Trust
    32 Old Slip
    New York, NY 10005
    Attn: Howard B. Surloff
 
To the Distributor:  
 
    Goldman Sachs & Co.
    32 Old Slip
    New York, NY 10005
    Attn: Doug Grip
 
 
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 without giving effect to the principles of
  conflicts of laws.  
 
(h) Non Exclusivity. It is understood by the parties that this Agreement is not an
  exclusive arrangement in any respect.
 
(i) Confidentiality. 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.
 
 
 
@BCL@9010CE02.docx 11
Service Agreement    
03/27/2014    

 


 

(j) No Association or Agency. Except as noted in Section 2(c), the Company shall be
deemed to be an independent contractor and not an agent of the Fund or the
Distributor for all purposes hereunder and shall have no authority to act for or
represent the Fund or the Distributor. In addition, no officer or employee of the
Company shall be deemed to be an employee or agent of the Fund or the Distributor
nor will be subject, in any respect, to the supervision of the Fund or the Distributor or
any affiliate thereof.  
 
12. 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 the Fund under this
Agreement are not binding upon any of the Trustees, officers or shareholders of the Fund
individually but are binding only upon the Fund and its assets. No Class or Portfolio of the
Fund shall be liable for the obligations of any other Class or Portfolio hereunder.
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly
authorized officers effective as of the first day of October, 2000.
 
AETNA LIFE INSURANCE AND ANNUITY COMPANY
 
 
By: /s/ Laurie M. Tillinghast  
Name Laurie M. Tillinghast  
Title:_ Vice President__________
 
GOLDMAN SACHS TRUST  
 
By: /s/ Douglas C. Grip  
Name: Douglas C. Grip  
Title: Managing Director  
 
 
GOLDMAN, SACHS & CO.  
 
By: /s/ Douglas C. Grip  
Name: Douglas C. Grip  
Title: Managing Director  
 
 
 
 
@BCL@9010CE02.docx 12
Service Agreement  
03/27/2014  

 


 

  Schedule A
 
 
 
 
  (For any future separate accounts - See Section 1(a)
 
 
 
 
@BCL@9010CE02.docx 13
Service Agreement  
03/27/2014  

 


 

  Schedule B
  (List of Portfolios available—See Section 2(a))

 

Class A Shares – Goldman Sachs Capital Growth Fund

Class A Shares – Goldman Sachs International Equity Fund
 
 
 

 

 

 

 

 

 

 

 

 

 

 

@BCL@9010CE02.docx 14
Service Agreement  
03/27/2014  

 


 

    Schedule C
 
 
    Fees to the Company
 
1. Servicing Fees.  
 
  Administrative services to Contract owners and participants shall be the responsibility of
the Company and shall not be the responsibility of the Fund or the Distributor. The Distributor
recognizes the Company as the sole shareholder of Fund shares issued under the Fund
Participation Agreement, and that substantial savings will be derived in administrative expenses,
such as significant reductions in postage expense and shareholder communications, by virtue of
having a sole shareholder for each of the Accounts rather than multiple shareholders. In
consideration of the administrative savings resulting from such arrangement, Distributor agrees
to pay to the Company a servicing fee based on the annual rate of ___% of the average net assets
invested in the Funds through the Contracts in each calendar quarter. Distributor will make such
payments to the Company within thirty (30) days after the end of each calendar quarter. Each
payment will be accompanied by a statement showing the calculation of the fee payable to the
Company for the quarter and such other supporting data as may be reasonably requested by the
Company.  
 
2. 12b-1 Fees.  
 
In accordance with the Fund’s plan pursuant to Rule 12b-1 under the Investment
Company Act of 1940, the Distributor will make payments to the Company at an annual rate of
___% of the average net assets invested in the Funds through the Contracts in each calendar
quarter. Distributor will make such payments to the Company within thirty (30) days after the
end of each calendar quarter. Each payment will be accompanied by a statement showing the
calculation of the fee payable to the Company for the quarter and such other supporting data as
may be reasonably requested by the Company.
 
 
 
 
@BCL@9010CE02.docx 15
Service Agreement  
03/27/2014  

 


 

  EXHIBIT I
 
  Procedures for NSCC Fund/Serv Order and Settlement
 
A. The Funds or Goldman, Sachs & Co. ("GS") will furnish the Company or its
  affiliate for each Fund via MFPS through the Defined Contribution Interface of
  NSCC/Fund Serv (1) the most current net asset value information between 6:00
  p.m. and 7:00 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, (2) a schedule of anticipated dividend and distribution payment dates for
  each Fund, which is subject to change without prior notice, and (3) in the case of
  fixed income funds that declare daily dividends, the daily accrual or the interest rate
  factor between 6:00 p.m. and 7:00 p.m. Eastern Time on each Business Day the
  Fund is open for business or at such other time as such information becomes
  available.
 
B. Upon receipt of purchase, exchange and redemption instructions from Plans (or,
  with respect to Plans that are participant-directed plans, from a Plan’s participants)
  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 the Plan holds 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 the Company or
  its affiliate prior to the Close of Trading on any given Business Day will be sent to
  the Defined Contribution Interface of NSCC/Fund Serv by 6:00 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
  Distributor 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 Fund, in
  immediately available funds, to a custodial account designated by NSCC and notify
  NSCC of the Federal reference numbers for such wire transfers as soon as possible
  but in any event 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 normally wire payment for net redemption orders by Fund, in
  immediately available funds, to one or more accounts designated by the Company
 
@BCL@9010CE02.docx 16
Service Agreement  
03/27/2014  

 


 

  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 Distributor 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 Distributor 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 Distributor or to the Company or its affiliate, as
  applicable, as is otherwise provided in this 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 its discretion and
  without notice, to suspend the sale of Shares or withdraw the sale of Shares of any
  Fund.
 
H. The Company or its affiliate and clearing agents (if applicable) are required to sign the
  appropriate NSCC membership agreements.
 
 
 
 
@BCL@9010CE02.docx 17
Service Agreement  
03/27/2014