-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JEoMucTTolzLY8v0c3T4840Hyak+yP75hsaVBYjiPsc8GEcGF7mXdJukxD3Nyz7K R5/BuDZJKUYDyMa+NcGPiw== 0000912057-00-053358.txt : 20001214 0000912057-00-053358.hdr.sgml : 20001214 ACCESSION NUMBER: 0000912057-00-053358 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20001213 EFFECTIVENESS DATE: 20001213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO CENTRAL INDEX KEY: 0000103007 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 333-01107 FILM NUMBER: 788530 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 811-02513 FILM NUMBER: 788531 BUSINESS ADDRESS: STREET 1: 151 FARMINGTON AVE CITY: HARTFORD STATE: CT ZIP: 06156 BUSINESS PHONE: 2032734808 MAIL ADDRESS: STREET 1: C/O AETNA LIFE & CASUALTY STREET 2: 151 FARMINGTON AVE CITY: HARTFORD STATE: CT ZIP: 06156 FORMER COMPANY: FORMER CONFORMED NAME: VARIABLE ANNUITY ACCOUNT C OF AETNA VARIABLE ANNUITY LIFE IN DATE OF NAME CHANGE: 19791108 485BPOS 1 a2031962z485bpos.txt 485BPOS As filed with the Securities and Exchange Registration No. 333-01107* Commission on December 13, 2000 Registration No. 811-2513 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-4 - -------------------------------------------------------------------------------- POST-EFFECTIVE AMENDMENT NO. 23 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 and Amendment To REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 - -------------------------------------------------------------------------------- Variable Annuity Account C of Aetna Life Insurance and Annuity Company (EXACT NAME OF REGISTRANT) Aetna Life Insurance and Annuity Company (NAME OF DEPOSITOR) 151 Farmington Avenue, TS31, Hartford, Connecticut 06156 (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Depositor's Telephone Number, including Area Code: (860) 273-4686 Julie E. Rockmore, Counsel Aetna Life Insurance and Annuity Company 151 Farmington Avenue, TS31, Hartford, Connecticut 06156 (NAME AND ADDRESS OF AGENT FOR SERVICE) - -------------------------------------------------------------------------------- It is proposed that this filing will become effective: immediately upon filing pursuant to paragraph (b) of Rule 485 -------- X on December 14, 2000 pursuant to paragraph (b) of Rule 485 -------- *Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has included a combined prospectus under this Registration Statement which includes all the information which would currently be required in a prospectus relating to the securities covered by the following earlier Registration Statements: 33-88720; 33-75964 (which had included a combined prospectus for earlier Registration Statements: 33-75958, 33-75960, and 33-75994); 33-75986 (which had included a combined prospectus for earlier Registration Statements: 33-75970, 33-75954, and 33-75956); 33-75982 (which had included a combined prospectus for earlier Registration Statements: 33-75968, 33-75966, 33-75990, and the individual deferred compensation contracts covered by Registration Statement No. 33-75992); and 33-91846 (which had included a combined prospectus for earlier Registration Statement: 33-75976). C403BBF.DOT - 33301107.DOC 11/28/00 7:16PM VARIABLE ANNUITY ACCOUNT C CROSS REFERENCE SHEET
LOCATION - PROSPECTUS DATED MAY 1, 2000, AS AMENDED BY SUPPLEMENTS DATED FORM N-4 AUGUST 7, 2000, SEPTEMBER 12, 2000, ITEM NO. PART A (PROSPECTUS) AND DECEMBER 14, 2000 1 Cover Page...........................................Cover Page 2 Definitions..........................................Not Applicable 3 Synopsis.............................................Contract Overview; Fee Tables, as amended 4 Condensed Financial Information......................Condensed Financial Information; Appendix VI - Condensed Financial Information 5 General Description of Registrant, Depositor, and Portfolio Companies..............................Other Topics - The Company, Variable Annuity Account C; Appendix V - Fund Descriptions, as amended 6 Deductions and Expenses..............................Fee Table and as amended; Fees, as amended 7 General Description of Variable Annuity Contracts....................................Contract Overview; Other Topics 8 Annuity Period.......................................The Income Phase 9 Death Benefit........................................Death Benefit 10 Purchases and Contract Value.........................Contract Purchase and Participation; Your Account Value 11 Redemptions..........................................Right to Cancel; Withdrawals; Systematic Distribution Options 12 Taxes................................................Taxation, as amended 13 Legal Proceedings....................................Other Topics - Legal Matters and Proceedings, as amended 14 Table of Contents of the Statement of Additional Information...............................Contents of the Statement of Additional Information
LOCATION - STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 2000, AS AMENDED BY SUPPLEMENTS DATED FORM N-4 PART B (STATEMENT OF SEPTEMBER 12, 2000 AND ITEM NO. ADDITIONAL INFORMATION) DECEMBER 14, 2000 15 Cover Page...............................................Cover page 16 Table of Contents........................................Table of Contents 17 General Information and History..........................General Information and History 18 Services.................................................General Information and History; Independent Auditors 19 Purchase of Securities Being Offered.....................Offering and Purchase of Contracts 20 Underwriters.............................................Offering and Purchase of Contracts 21 Calculation of Performance Data..........................Performance Data; Average Annual Total Return Quotations, as amended 22 Annuity Payments.........................................Income Phase Payments 23 Financial Statements.....................................Financial Statements
PART C (OTHER INFORMATION) Information required to be included in Part C is set forth under the appropriate item, so numbered, in Part C to this Registration Statement. PARTS A AND B The Prospectus dated May 1, 2000, as amended, is incorporated into Part A of this Post-Effective Amendment No. 23 by reference to Registrant's filing under Rule 497(c), as filed on May 2, 2000, by reference to Registrant's filing under Rule 497(c) on August 7, 2000, by reference to Registrant's filing under Rule 497(e) on August 21, 2000, and by reference to Registrant's filing under Rule 497(c), as filed on September 12, 2000 (File No. 333-01107). The Statement of Additional Information dated May 1, 2000, as amended, is incorporated into Part B of this Post-Effective Amendment No. 23 by reference to Registrant's filing under Rule 497(c), as filed on May 2, 2000, and by reference to Post-Effective Amendment No. 22 to Registration Statement on Form N-4 (File No. 333-01107), as filed on August 14, 2000 and declared effective on August 15, 2000, and by reference to Registrant's filing under Rule 497(e), as filed on August 21, 2000 (File No. 333-01107). A Supplement dated December 14, 2000, to the Prospectus and Statement of Additional Information is included in Parts A and B, respectively, of this Post-Effective Amendment. AETNA LIFE INSURANCE AND ANNUITY COMPANY VARIABLE ANNUITY ACCOUNT B VARIABLE ANNUITY ACCOUNT C VARIABLE ANNUITY ACCOUNT G AETNA INSURANCE COMPANY OF AMERICA VARIABLE ANNUITY ACCOUNT I SUPPLEMENT DATED DECEMBER 14, 2000 The information in this Supplement updates and amends certain information contained in the Prospectuses, Statements of Additional Information and Contract Prospectus Summaries and replaces the Supplement dated August 21, 2000. You should read this Supplement along with the applicable Prospectus, Statement of Additional Information and Contract Prospectus Summary. Effective November 17, 2000, Aetna Life Insurance and Annuity Company's ("ALIAC") broker-dealer subsidiary, Aetna Investment Services, Inc. (which was subsequently converted to Aetna Investment Services, LLC) ("AIS"), became the principal underwriter for the securities sold under the prospectus. AIS, a Delaware limited liability company, is registered as a broker-dealer with the Securities and Exchange Commission. AIS is also a member of the National Association of Securities Dealers, Inc. and the Securities Investor Protection Corporation. AIS' principal office is located at 151 Farmington Avenue, Hartford, Connecticut 06156. ALIAC is no longer a registered broker-dealer. On December 13, 2000, ALIAC and Aetna Insurance Company of America ("AICA") became indirect wholly-owned subsidiaries of ING Groep N.V. ("ING"). ING is a global financial institution active in the fields of insurance, banking and asset management. The terms of your contract will not be affected by this change in ownership. In the future, you may begin to see the use of the ING lion logo on our printed materials. X.ING-00A December 2000 COO-1128-009 VARIABLE ANNUITY ACCOUNT C PART C - OTHER INFORMATION ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements: (1) Included in Part A: Condensed Financial Information (2) Included in Part B: Financial Statements of Variable Annuity Account C: - Statement of Assets and Liabilities as of December 31, 1999 - Statement of Operations for the year ended December 31, 1999 - Statements of Changes in Net Assets for the years ended December 31, 1999 and 1998 - Condensed Financial Information for the year ended December 31, 1999 - Notes to Financial Statements - Independent Auditors' Report Financial Statements of the Depositor: - Independent Auditors' Report - Consolidated Statements of Income for the years ended December 31, 1999, 1998 and 1997 - Consolidated Balance Sheets as of December 31, 1999 and 1998 - Consolidated Statements of Changes in Shareholder's Equity for the years ended December 31, 1999, 1998 and 1997 - Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997 - Notes to Consolidated Financial Statements (b) Exhibits (1) Resolution of the Board of Directors of Aetna Life Insurance and Annuity Company establishing Variable Annuity Account C(1) (2) Not applicable (3.1) Broker-Dealer Agreement(2) (3.2) Alternative Form of Wholesaling Agreement and Related Selling Agreement(3) (3.3) Broker-Dealer Agreement dated June 7, 2000 between Aetna Life Insurance and Annuity Company and Aetna Investment Services, Inc. (AISI) and Letter of Assignment to AISI (4) (3.4) Underwriting Agreement dated November 17, 2000 between Aetna Life Insurance and Annuity Company and Aetna Investment Services, Inc (4) (4.1) Variable Annuity Contract (G-CDA(12/99))(5) (4.2) Variable Annuity Contract Certificate (C-CDA(12/99))(5) (4.3) Endorsement (E-MMLOAN(12/99)) to Contract G-CDA(12/99) and Contract Certificate C-CDA(12/99)(5) (4.4) Endorsement (E-MMFPEX-99R) to Contract G-CDA(12/99) and Contract Certificate C-CDA(12/99)(5) (4.5) Endorsement (E-MMGDB(12/99)) to Contract G-CDA(12/99) and Contract Certificate C-CDA(12/99)(5) (4.6) Endorsement (E-MMLSWC(12/99)) to Contract G-CDA(12/99) and Contract Certificate C-CDA(12/99)(5) (4.7) Endorsement (E-MMTC(12/99)) to Contract G-CDA(12/99) and Contract Certificate C-CDA(12/99)(5) (4.8) Variable Annuity Contract (G-CDA-99(NY))(5) (4.9) Variable Annuity Contract Certificate (C-CDA-99(NY))(5) (4.10) Endorsement (E-MMGDB-99(NY)) to Contract G-CDA-99(NY) and Contract Certificate C-CDA-99(NY)(5) (4.11) Endorsement (E-MMLOAN-99(NY)) to Contract G-CDA-99(NY) and Contract Certificate C-CDA-99(NY)(5) (4.12) Variable Annuity Contract (G-CDA(99))(5) (4.13) Variable Annuity Contract Certificate (C-CDA(99))(5) (4.14) Group Combination Annuity Contract (Nonparticipating) (A001RP95)(6) (4.15) Group Combination Annuity Certificate (Nonparticipating) (A007RC95)(6) (4.16) Group Combination Annuity Contract (Nonparticipating) (A020RV95)(6) (4.17) Group Combination Annuity Certificate (Nonparticipating) (A027RV95)(6) (4.18) Variable Annuity Contract (G-CDA-IA(RP))(3) (4.19) Variable Annuity Contract Certificate (GTCC-IA(RP))(7) (4.20) Variable Annuity Contract (G-CDA-IA(RPM/XC))(3) (4.21) Variable Annuity Contract (G-CDA-HF)(8) (4.22) Variable Annuity Contract Certificate (GTCC-HF)(9) (4.23) Variable Annuity Contract Certificate (GDCC-HF)(5) (4.24) Variable Annuity Contract (G-CDA-HD)(10) (4.25) Variable Annuity Contract Certificate (GTCC-HD)(7) (4.26) Variable Annuity Contract Certificate (GDCC-HD)(5) (4.27) Variable Annuity Contract (GID-CDA-HO)(11) (4.28) Variable Annuity Contract (GLID-CDA-HO)(11) (4.29) Variable Annuity Contract (GSD-CDA-HO)(11) (4.30) Variable Annuity Contract (G-CDA-HD(XC))(5) (4.31) Variable Annuity Contract Certificate (GDCC-HO)(5) (4.32) Variable Annuity Contract Certificate (GDCC-HD(XC))(5) (4.33) Variable Annuity Contract Certificate (GTCC-HD(XC))(5) (4.34) Variable Annuity Contract Certificate (GTCC-HO)(5) (4.35) Variable Annuity Contract Certificate (GTCC-96(ORP))(5) (4.36) Variable Annuity Contract (G-CDA-96(ORP))(5) (4.37) Variable Annuity Contract Certificate (GTCC-96(TORP))(5) (4.38) Variable Annuity Contract Certificate (GTCC-IB(ATORP))(5) (4.39) Variable Annuity Contract Certificate (GTCC-IB(AORP))(5) (4.40) Variable Annuity Contract (GST-CDA-HO)(12) (4.41) Variable Annuity Contract (I-CDA-HD)(12) (4.42) Variable Annuity Contract (G-CDA-IB(ATORP))(13) (4.43) Variable Annuity Contract (G-CDA-95(TORP)) and Contract Certificate (GTCC-95(TORP))(13) (4.44) Variable Annuity Contract (G-CDA-IB(AORP))(13) (4.45) Variable Annuity Contract (G-CDA-95(ORP)) and Contract Certificate (GTCC-95(ORP))(13) (4.46) Variable Annuity Contracts (G-CDA-IB(ORP), (G-CDA-IB(TORP))(13) (4.47) Variable Annuity Contract (G-CDA-96(TORP))(14) (4.48) Variable Annuity Contract (IA-CDA-IA)(8) (4.49) Variable Annuity Contract (GIT-CDA-HO)(12) (4.50) Variable Annuity Contract (GLIT-CDA-HO)(12) (4.51) Variable Annuity Contract (I-CDA-98(ORP))(8) (4.52) Endorsement for Exchanged Contract (EINRP95) to Contract A001RP95(6) (4.53) Endorsement for Exchanged Contract (EINRV95) to Contract A020RV95(6) (4.54) Endorsement (GET 9/96) to Contracts A001RP95 and A020RV95(14) (4.55) Endorsement (GET-1 (9/96)) to Contracts A001RP95 and A020RV95(15) (4.56) Endorsement (E1OMNI97) to Contract A001RP95(16) (4.57) Endorsement (E2OMNI97) to Contract A001RP95(16) (4.58) Endorsement (E1FXPL97) to Contract A001RP95(16) (4.59) Endorsement (E3FXPL97) to Contracts A001RP95 and A020RV95(8) (4.60) Endorsement (EINRP97) to Contract A001RP95(8) (4.61) Endorsement (EINRV97) to Contract A020RV95(8) (4.62) Endorsement (E1PAY97) to Contracts A001RP95 and A020RV95(8) (4.63) Endorsement (E4OMNI98) to Contracts A001RP95 and A020RV95(17) (4.64) Endorsement (EINRV98) to Contract A020RV95(8) (4.65) Endorsement (EINRP98) to Contract A001RP95(8) (4.66) Endorsement (EGET-IC(R)) to Contracts G-CDA-IA(RP), G-CDA-HF, G-CDA-IB(ATORP), G-CDA-IB(AORP) and G-CDA-HD(3) (4.67) Endorsement (EGETE-IC(R)) to Contracts G-CDA-IA(RPM/XC) and GLID-CDA-HO(18) (4.68) Endorsement (EGHDHFRPSDO97) to Contracts G-CDA-HF, G-CDA-HD and G-CDA-IA(RP)(19) (4.69) Endorsement (EG403-GIE-98) to Contracts G-CDA-HF, G-CDA-HD, G-CDA-IA(RP), A001RP95, A020RV95 and Contract Certificates GTCC-HF, GTCC-HD, GTCC-IA(RP), A007RC95 and A027RV95(20) (4.70) Endorsement (EG403-GIHC-98) to Contracts G-CDA-IA(RP), A001RP95 and A020RV95 and Contract Certificates GTCC-IA(RP), A007RC95 and A027RV95(20) (4.71) Endorsement (EG403-GI-98) to Contract G-CDA-HF and Contract Certificate GTCC-HF(21) (4.72) Endorsement (EFUND97) to Contracts GID-CDA-HO, GLID-CDA-HO, GSD-CDA-HO, and GST-CDA-HO(8) (4.73) Endorsement (E98-G-CDA-HF/HD) to Contracts G-CDA-HF and G-CDA-HD and Contract Certificates GTCC-HD and GTCC-HF(22) (4.74) Endorsement (E98-CDA-HO) to Contracts GLID-CDA-HO, GID-CDA-HO and GSD-CDA-HO(22) (4.75) Endorsement (E3KSDC96) to Variable Annuity Contract GLID-CDA-HO(23) (4.76) Endorsement (EMETHO96) to Variable Annuity Contract GLID-CDA-HO(24) (4.77) Endorsement (ENEMHF96) to Variable Annuity Contract G-CDA-HF(24) (4.78) Endorsement (E2ME96) to Variable Annuity Contract GLID-CDA-HO(25) (4.79) Endorsement (GET 9/96) to Variable Annuity Contracts G-CDA-95(TORP) and G-CDA-95(ORP) and Contract Certificates GTCC-95(TORP) and GTCC-95(ORP)(14) (4.80) Endorsements (EIGET-IC(R)), (EIGF-IC) and (EGF-IC(SPD)) to Contract IA-CDA-IA(26) (4.81) Endorsement (EIHDIASDO) to Contracts I-CDA-HD and IA-CDA-IA(27) (4.82) Endorsement (EHOSDO) to Contracts GIT-CDA-HO, GLIT-CDA-HO and GST-CDA-HO(27) (4.83) Endorsement (EHOTABLE97) to Contracts GIT-CDA-HO, GLIT-CDA-HO and GST-CDA-HO(27) (4.84) Endorsement (EI403-GI-98) to Contract IA-CDA-IA(8) (4.85) Endorsement (E-MMGDB(99)) to Contract G-CDA(99) and Contract Certificate C-CDA (99)(28) (4.86) Endorsement (E-MMFPEX(99)) to Contract G-CDA(99) and Contract Certificate C-CDA(99)(28) (4.87) Endorsement (E-MMLOAN(99)) to Contract G-CDA(99) and Contract Certificate C-CDA(99)(5) (4.88) Endorsement (E-MMLSWC(99)) to Contract G-CDA(99) and Contract Certificate C-CDA(99)(28) (4.89) Endorsement (E-MMTC(5/99)) to Contract G-CDA(99) and Contract Certificate C-CDA(99)(28) (4.90) Endorsement (EGET-99) to Contracts A001RP95, A020RV95, G-CDA-IA(RP), G-CDA-IA(RPM/XC), G-CDA-HF, G-CDA-HD, G-CDA-HD(X), GID-CDA-HO, GLID-CDA-HO, GIT-CDA-HO, GLIT-CDA-HO, GSD-CDA-HO, GST-CDA-HO, I-CDA-HD, I-CDA-HD(XC), G-CDA-IB(ATORP), G,CDA-IB(TORP), G-CDA-IB(AORP), G-CDA-96(TORP), IA-CDA-IA, and I-CDA-98(ORP) and Contract Certificates A007RC95, A027RV95, GTCC-IA(RP), GTCC-IA(RPM/XC), GTCC-HF, GTCC-HD, GTCC-HD(XC), and GDCC-HD(XC)(28) (4.91) Variable Annuity Contract Schedule I (A001RP95(1/98))(8) (4.92) Variable Annuity Contract Schedule I (A020RV95(1/98))(8) (5.1) Variable Annuity Contract Application (300-MOP-96)(29) (5.2) Variable Annuity Contract Application (300-GTD-IA)(30) (5.3) Variable Annuity Contract Application (710.00.16H(11/97))(31) (5.4) Variable Annuity Contract Application (710.00.16H(NY)(11/97))(31) (6.1) Certificate of Incorporation of Aetna Life Insurance and Annuity Company(31) (6.2) Amendment of Certificate of Incorporation of Aetna Life Insurance and Annuity Company(12) (6.3) By-Laws as amended September 17, 1997 of Aetna Life Insurance and Annuity Company(32) (7) Not applicable (8.1) Fund Participation Agreement between Aetna Life Insurance and Annuity Company and AIM dated June 30, 1998(33) (8.2) Service Agreement between Aetna Life Insurance and Annuity Company and AIM effective June 30, 1998(33) (8.3) First Amendment dated October 1, 2000 to the Service Agreement between Aetna Life Insurance and Annuity Company and A I M Advisors, Inc. effective June 30, 1998(4) (8.4) Fund Participation Agreement by and among Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf of each of its series, and Aeltus Investment Management, Inc. dated as of May 1, 1998(2) (8.5) Amendment dated November 9, 1998 to Fund Participation Agreement by and among Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf of each of its series, and Aeltus Investment Management, Inc. dated as of May 1, 1998(34) (8.6) Second Amendment dated December 31, 1999 to Fund Participation Agreement by and among Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf of each of its series, and Aeltus Investment Management, Inc. dated as of May 1, 1998 and amended on November 9, 1998(5) (8.7) Third Amendment dated February 11, 2000 to Fund Participation Agreement by and among Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf of each of its series, and Aeltus Investment Management, Inc. dated as of May 1, 1998 and amended on November 9, 1998 and December 31, 1999(35) (8.8) Fourth Amendment dated May 1, 2000 to Fund Participation Agreement by and among Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf of each of its series, and Aeltus Investment Management, Inc. dated as of May 1, 1998 and amended on November 9, 1998, December 31, 1999 and February 11, 2000(35) (8.9) Service Agreement between Aeltus Investment Management, Inc. and Aetna Life Insurance and Annuity Company in connection with the sale of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series, and Aetna Variable Portfolios, Inc. on behalf of each of its series dated as of May 1, 1998(2) (8.10) Amendment dated November 4, 1998 to Service Agreement between Aeltus Investment Management, Inc. and Aetna Life Insurance and Annuity Company in connection with the sale of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios, Inc. on behalf of each of its series dated as of May 1, 1998(34) (8.11) Second Amendment dated February 11, 2000 to Service Agreement between Aeltus Investment Management, Inc. and Aetna Life Insurance and Annuity Company in connection with the sale of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios, Inc. on behalf of each of its series dated as of May 1, 1998 and November 4, 1998(35) (8.12) Third Amendment dated May 1, 2000 to Service Agreement between Aeltus Investment Management, Inc. and Aetna Life Insurance and Annuity Company in connection with the sale of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios, Inc. on behalf of each of its series dated as of May 1, 1998, November 4, 1998 and February 11, 2000(35) (8.13) Fund Participation Agreement dated as of July 1, 2000 between Aetna Life Insurance and Annuity Company, American Century Services Corporation, American Century Investment Services, Inc. (8.14) Fund Participation Agreement among Calvert Responsibly Invested Balanced Portfolio, Calvert Asset Management Company, Inc. and Aetna Life Insurance and Annuity Company dated December 1, 1997(36) (8.15) Service Agreement between Calvert Asset Management Company, Inc. and Aetna Life Insurance and Annuity Company dated December 1, 1997(36) (8.16) Fund Participation Agreement dated May 1, 2000 between The Chapman Funds, Inc., The Chapman Co. and Aetna Life Insurance and Annuity Company(37) (8.17) Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996(12) (8.18) Fifth Amendment dated as of May 1, 1997 to the Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996(38) (8.19) Sixth Amendment dated November 6, 1997 to the Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996 and May 1, 1997(39) (8.20) Seventh Amendment dated as of May 1, 1998 to the Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997 and November 6, 1997(2) (8.21) Eighth Amendment dated December 1, 1999 to Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors Corporation dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997, November 6, 1997 and May 1, 1998(5) (8.22) Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1,1996(12) (8.23) Fifth Amendment dated as of May 1, 1997 to the Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996(38) (8.24) Sixth Amendment dated as of January 20, 1998 to the Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996 and May 1, 1997(40) (8.25) Seventh Amendment dated as of May 1, 1998 to the Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997 and January 20, 1998(2) (8.26) Eighth Amendment dated December 1, 1999 to Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997, January 20, 1998 and May 1, 1998(5) (8.27) Service Agreement between Aetna Life Insurance and Annuity Company and Fidelity Investments Institutional Operations Company dated as of November 1, 1995(24) (8.28) Amendment dated January 1, 1997 to Service Agreement between Aetna Life Insurance and Annuity Company and Fidelity Investments Institutional Operations Company dated as of November 1, 1995(38) (8.29) Service Contract between Fidelity Distributors Corporation and Aetna Life Insurance and Annuity Company dated May 2, 1997(34) (8.30) Fund Participation Agreement among Janus Aspen Series and Aetna Life Insurance and Annuity Company and Janus Capital Corporation dated December 8, 1997(41) (8.31) Amendment dated October 12, 1998 to Fund Participation Agreement among Janus Aspen Series and Aetna Life Insurance and Annuity Company and Janus Capital Corporation dated December 8, 1997(34) (8.32) Second Amendment dated December 1, 1999 to Fund Participation Agreement among Janus Aspen Series and Aetna Life Insurance and Annuity Company and Janus Capital Corporation dated December 8, 1997 and amended on October 12, 1998(5) (8.33) Amendment dated as of August 1, 2000 to Fund Participation Agreement among Janus Aspen Series and Aetna Life Insurance and Annuity Company and Janus Capital Corporation dated December 8, 1997 and amended on October 12, 1998(36) (8.34) Service Agreement between Janus Capital Corporation and Aetna Life Insurance and Annuity Company dated December 8, 1997(41) (8.35) First Amendment dated August 1, 2000 to Service Agreement between Janus Capital Corporation and Aetna Life Insurance and Annuity Company dated December 8, 1997 with respect to the Janus Aspen Series(37) (8.36) Distribution and Shareholder Services Agreement - Service Shares of Janus Aspen Series (for insurance Companies) dated August 1, 2000 between Janus Distributors, Inc. and Aetna Life Insurance and Annuity Company(37) (8.37) Fund Participation Agreement dated May 11, 1994, between Janus Capital Corporation and Aetna Life Insurance and Annuity Company(5) (8.38) Amendment dated January 2, 1995 to Fund Participation Agreement dated May 11, 1994, between Janus Capital Corporation and Aetna Life Insurance and Annuity Company(5) (8.39) Amendment dated February 24, 1995 to Fund Participation Agreement dated May 11, 1994, between Janus Capital Corporation and Aetna Life Insurance and Annuity Company, as amended on January 2, 1995(5) (8.40) Third Amendment dated May 1, 1995 to Fund Participation Agreement dated May 11, 1994, between Janus Capital Corporation and Aetna Life Insurance and Annuity Company, as amended on January 2, 1995 and February 24, 1995(5) (8.41) Letter Agreement dated January 1,1996 to Fund Participation Agreement dated May 11, 1994, between Janus Capital Corporation and Aetna Life Insurance and Annuity Company, as amended on January 2, 1995, February 24, 1995 and May 1, 1995(5) (8.42) Letter Agreement dated February 18, 1999 to Fund Participation Agreement dated May 11, 1994, between Janus Capital Corporation and Aetna Life Insurance and Annuity Company, as amended on January 2, 1995, February 24, 1995, May 1, 1995 and January 1, 1996(5) (8.43) Amendment dated May 1, 2000 to Fund Participation Agreement dated May 11, 1994, between Janus Capital Corporation and Aetna Life Insurance and Annuity Company, as amended on January 2, 1995, February 24, 1995, May 1, 1995, January 1, 1996, and February 18, 1999(35) (8.44) Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Lexington Management Corporation regarding Natural Resources Trust dated December 1, 1988 and amended February 11, 1991(3) (8.45) Fund Participation Agreement dated March 11, 1997 between Aetna Life Insurance and Annuity Company and Oppenheimer Variable Annuity Account Funds and Oppenheimer Funds, Inc.(42) (8.46) First Amendment dated December 1, 1999 to Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Oppenheimer Variable Annuity Account Funds and Oppenheimer Funds, Inc. dated March 11, 1997(5) (8.47) Service Agreement effective as of March 11, 1997 between Oppenheimer Funds, Inc. and Aetna Life Insurance and Annuity Company(42) (8.48) Fund Participation Agreement dated August 15, 2000 between Oppenheimer and Aetna Life Insurance and Annuity Company (8.49) Fund Participation Agreement dated as of August 8, 2000 by and between PAX World Balanced Fund, Inc. and Aetna Life Insurance and Annuity Company (8.50) Fund Participation Agreement dated as of August 15, 2000 by and between Federated Services Company, Federated Distributors, Wachovia Bank, NA and Aetna Life Insurance and Annuity Company (8.51) Shareholder Services Agreement dated October 4, 1999 between Federated Administrative Services for the Wachovia Funds and the Wachovia Municipal Funds and Aetna Investment Services, Inc. (8.52) First Amendment dated August 15, 2000 to the Shareholder Services Agreement by and among Aetna Investment Services, Inc. and Federated Administrative Services (9) Opinion and Consent of Counsel (10) Consent of Independent Auditors (11) Not applicable (12) Not applicable (13) Schedule for Computation of Performance Data(17) (14.1) Powers of Attorney(4) (14.2) Authorization for Signatures(3) 1. Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75986), as filed on April 22, 1996. 2. Incorporated by reference to Registration Statement on Form N-4 (File No. 333-56297), as filed on June 8, 1998. 3. Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 33-75986), as filed on April 12, 1996. 4. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-49176), as filed on November 30, 2000. 5. Incorporated by reference to Post-Effective Amendment No. 19 to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 16, 2000. 6. Incorporated by reference to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 21, 1996. 7. Incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 4, 1999. 8. Incorporated by reference to Post-Effective Amendment No. 14 to Registration Statement on Form N-4 (File No. 33-75964), as filed on July 29, 1997. 9. Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75980), as filed on February 12, 1997. 10. Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75982), as filed on April 22, 1996. 11. Incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement on Form N-4 (File No. 33-75982), as filed on February 20, 1997. 12. Incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement on Form N-4 (File No. 33-75964), as filed on February 11, 1997. 13. Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 33-91846), as filed on April 15, 1996. 14. Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-91846), as filed on August 6, 1996. 15. Incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement on Form N-4 (File No. 333-01107), as filed on July 22, 1998. 16. Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 26, 1997. 17. Incorporated by reference to Post-Effective Amendment No. 9 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 7, 1998. 18. Incorporated by reference to Post-Effective Amendment No. 8 to Registration Statement on Form N-4 (File No. 33-75986), as filed on August 30, 1996. 19. Incorporated by reference to Post-Effective Amendment No. 13 to Registration Statement on Form N-4 (File No. 33-75986), as filed on April 11, 1997. 20. Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement on Form N-4 (File No. 333-01107), as filed on September 10, 1998. 21. Incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement on Form N-4 (File No. 33-75962), as filed on September 15, 1998. 22. Incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement on Form N-4 (File No. 33-75982), as filed on April 13, 1998. 23. Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 33-88720), as filed on April 22, 1996. 24. Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 33-88720), as filed on June 28, 1996. 25. Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 33-88720), as filed on February 21, 1997. 26. Incorporated by reference to Post Effective Amendment No. 8 to Registration Statement on Form N-4 (File No. 33-75964), as filed on August 30, 1996. 27. Incorporated by reference to Post-Effective Amendment No. 13 to Registration Statement on Form N-4 (File No. 33-75964), as filed on April 11, 1997. 28. Incorporated by reference to Post-Effective Amendment No. 13 to Registration Statement on Form N-4 (File No. 333-01107), as filed on May 3, 1999. 29. Incorporated by reference to Post-Effective Amendment No. 13 to Registration Statement on Form N-4 (File No. 33-91846), as filed on April 13, 1998. 30. Incorporated by reference to Post-Effective Amendment No. 14 to Registration Statement on Form N-4 (File No. 33-75986), as filed on August 19, 1997. 31. Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (File No. 33-60477), as filed on April 15, 1996. 32. Incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement on Form N-4 (File No. 33-91846), as filed on October 30, 1997. 33. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-56297), as filed on August 4, 1998. 34. Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement on Form N-4 (File No. 333-56297), as filed on December 14, 1998. 35. Incorporated by reference to Post-Effective Amendment No. 20 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 4, 2000. 36. Incorporated by reference to Post-Effective Amendment No. 8 to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 19, 1998. 37. Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement on Form N-4 (File No. 333-01107), as filed on August 14, 2000. 38. Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 33-34370), as filed on September 29, 1997. 39. Incorporated by reference to Post-Effective Amendment No. 16 to Registration Statement on Form N-4 (File No. 33-75964), as filed on February 9, 1998. 40. Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement on Form S-6 (File No. 33-75248), as filed on February 24, 1998. 41. Incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement on Form N-4 (File No. 33-75992), as filed on December 31, 1997. 42. Incorporated by reference to Post-Effective Amendment No. 27 to Registration Statement on Form N-4 (File No. 33-34370), as filed on April 16, 1997. ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
NAME AND PRINCIPAL BUSINESS ADDRESS* POSITIONS AND OFFICES WITH DEPOSITOR - ------------------ ------------------------------------ Thomas J. McInerney Director and President Allan Baker Director and Senior Vice President Catherine H. Smith Director, Senior Vice President and Chief Financial Officer Kirk P. Wickman Senior Vice President, General Counsel and Corporate Secretary Deborah Koltenuk Vice President, Corporate Controller and Assistant Treasurer Brian Murphy Vice President and Chief Compliance Officer
* The principal business address of all directors and officers listed is 151 Farmington Avenue, Hartford, Connecticut 06156. ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT Incorporated herein by reference to Item 26 of Post-Effective Amendment No. 44 to the Registration Statement on Form N-4 (File No. 33-34370), as filed on December 13, 2000. ITEM 27. NUMBER OF CONTRACT OWNERS As of October 31, 2000, there were 583,777 individuals holding interests in variable annuity contracts funded through Variable Annuity Account C. ITEM 28. INDEMNIFICATION Section 33-779 of the Connecticut General Statutes ("CGS") provides that a corporation may provide indemnification of or advance expenses to a director, officer, employee or agent only as permitted by Sections 33-770 to 33-778, inclusive, of the CGS. Reference is hereby made to Section 33-771(e) of the CGS regarding indemnification of directors and Section 33-776(d) of CGS regarding indemnification of officers, employees and agents of Connecticut corporations. These statutes provide in general that Connecticut corporations incorporated prior to January 1, 1997 shall, except to the extent that their certificate of incorporation expressly provides otherwise, indemnify their directors, officers, employees and agents against "liability" (defined as the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding) when (1) a determination is made pursuant to Section 33-775 that the party seeking indemnification has met the standard of conduct set forth in Section 33-771 or (2) a court has determined that indemnification is appropriate pursuant to Section 33-774. Under Section 33-775, the determination of and the authorization for indemnification are made (a) by the disinterested directors, as defined in Section 33-770(3); (b) by special counsel; (c) by the shareholders; or (d) in the case of indemnification of an officer, agent or employee of the corporation, by the general counsel of the corporation or such other officer(s) as the board of directors may specify. Also, Section 33-772 provides that a corporation shall indemnify an individual who was wholly successful on the merits or otherwise against reasonable expenses incurred by him in connection with a proceeding to which he was a party because he was a director of the corporation. Pursuant to Section 33-771(d), in the case of a proceeding by or in the right of the corporation or with respect to conduct for which the director, officer, agent or employee was adjudged liable on the basis that he received a financial benefit to which he was not entitled, indemnification is limited to reasonable expenses incurred in connection with the proceeding against the corporation to which the individual was named a party. The statute does specifically authorize a corporation to procure indemnification insurance on behalf of an individual who was a director, officer, employee or agent of the corporation. Consistent with the statute, Aetna Inc. has procured insurance from Lloyd's of London and several major United States and international excess insurers for its directors and officers and the directors and officers of its subsidiaries, including the Depositor. ITEM 29. PRINCIPAL UNDERWRITER (a) In addition to serving as the principal underwriter for the Registrant, Aetna Investment Services, LLC (AIS) also acts as the principal underwriter for Aetna Income Shares, Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Balanced VP, Inc., Aetna Variable Portfolios, Inc., Aetna Generation Portfolios, Inc., Aetna GET Fund, and Portfolio Partners, Inc. (all management investment companies registered under the Investment Company Act of 1940 (1940 Act)). Additionally, AIS acts as the principal underwriter for Variable Life Account B of Aetna Life Insurance and Annuity Company (Aetna). Variable Life Account C of Aetna, Variable Annuity Account B of Aetna and Variable Annuity Account G of Aetna (separate accounts of Aetna registered as unit investment trusts under the 1940 Act). AIS is also the principal underwriter for Variable Annuity Account I of Aetna Insurance Company of America (AICA) (a separate account of AICA registered as a unit investment trust under the 1940 Act). (b) The following are the directors and principal officers of the Principal Underwriter:
NAME AND PRINCIPAL POSITIONS AND OFFICES WITH BUSINESS ADDRESS* PRINCIPAL UNDERWRITER - ------------------ -------------------------- Maureen M. Gillis Director and President Allan Baker Director and Senior Vice President Robert L. Francis Director and Senior Vice President Marie Augsberger Senior Vice President Steven A. Haxton Senior Vice President Gary J. Hegedus Senior Vice President Deborah Koltenuk Vice President, Treasurer and Chief Financial Officer Therese Squillacote Vice President and Chief Compliance Officer John F. Todd Corporate Secretary and Counsel (Chief Legal Officer) Martin T. Conroy Vice President and Assistant Treasurer Reginald Bowen Vice President Christina Lareau Vice President Dwyatt McClain Vice President Terran Titus Vice President William T. Abramowicz Vice President Douglas J. Ambrose Vice President Louis E. Bachetti Vice President Ronald R. Barhorst Vice President Robert H. Barley Vice President Steven M. Bresler Vice President David Brounley Vice President
NAME AND PRINCIPAL POSITIONS AND OFFICES WITH BUSINESS ADDRESS* PRINCIPAL UNDERWRITER - ------------------ -------------------------- Daniel P. Charles Vice President Brian D. Comer Vice President Albert J. DiCristofaro, Jr. Vice President John B. Finigan Vice President Brian P. Harrington Vice President Bernard P. Heffernon Vice President William S. Jasien Vice President Jess D. Kravitz Vice President George D. Lessner Vice President Katherine E. Lewis Vice President Susan J. Lewis Vice President James F. Lille Vice President David J. Linney Vice President Richard T. Mason Vice President Joseph F. McClain Vice President Pamela Mulvey Vice President W. Michael Montgomery Vice President Scott T. Neeb Vice President Patrick F. O'Christie Vice President Paueltte Playce Vice President Marcellous J. Reed Vice President Charles A. Dklader Vice President Frank W. Snodgrass Vice President S. Bradford Vaughan, Jr. Vice President
NAME AND PRINCIPAL POSITIONS AND OFFICES WITH BUSINESS ADDRESS* PRINCIPAL UNDERWRITER - ------------------ -------------------------- Mark Woolhiser Vice President David A. Kelsey Assistant Vice President Rose-Marie DeRensis Assistant Corporate Secretary Melinda L. Dziavit Assistant Corporate Secretary
* The principal business address of all directors and officers listed is: 151 Farmington Avenue, Hartford, Connecticut 06156 (c) Not Applicable ITEM 30. LOCATION OF ACCOUNTS AND RECORDS All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules under it relating to the securities described in and issued under this Registration Statement are located at the home office of the Depositor as follows: Aetna Life Insurance and Annuity Company 151 Farmington Avenue Hartford, Connecticut 06156 ITEM 31. MANAGEMENT SERVICES Not applicable ITEM 32. UNDERTAKINGS Registrant hereby undertakes: (a) to file a post-effective amendment to this registration statement on Form N-4 as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen months old for as long as payments under the variable annuity contracts may be accepted; (b) to include as part of any application to purchase a contract offered by a prospectus which is part of this registration statement on Form N-4, a space that an applicant can check to request a Statement of Additional Information; and (c) to deliver any Statement of Additional Information and any financial statements required to be made available under this Form N-4 promptly upon written or oral request. (d) The Company hereby represents that it is relying upon and complies with the provisions of Paragraphs (1) through (4) of the SEC Staff's No-Action Letter dated November 28, 1988 with respect to language concerning withdrawal restrictions applicable to plans established pursuant to Section 403(b) of the Internal Revenue Code. See American Counsel of Life Insurance; SEC No- Action Letter, [1988 WL 1235221 *13 (S.E.C.)]. (e) Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (f) Aetna Life Insurance and Annuity Company represents that the fees and charges deducted under the contracts covered by this registration statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the insurance company. SIGNATURES As required by the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant, Variable Annuity Account C of Aetna Life Insurance and Annuity Company, certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment to its Registration Statement on Form N-4 (File No. 333-01107) and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hartford, State of Connecticut, on the 13th day of December, 2000. VARIABLE ANNUITY ACCOUNT C OF AETNA LIFE INSURANCE AND ANNUITY COMPANY (REGISTRANT) By: AETNA LIFE INSURANCE AND ANNUITY COMPANY (DEPOSITOR) By: Thomas J. McInerney* --------------------------------------- Thomas J. McInerney President As required by the Securities Act of 1933, this Post-Effective Amendment No. 23 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - --------- ----- ---- Thomas J. McInerney* Director and President ) - ------------------------------------ (principal executive officer) ) Thomas J. McInerney ) ) Allan Baker* Director ) December - ------------------------------------ ) Allan Baker ) 13, 2000 ) Catherine H. Smith* Director and Chief Financial ) - ------------------------------------ Officer ) Catherine H. Smith ) ) Deborah Koltenuk* Corporate Controller ) - ----------------------------------- ) Deborah Koltenuk )
By: /s/ Julie E. Rockmore -------------------------------------------- Julie E. Rockmore *Attorney-in-Fact VARIABLE ANNUITY ACCOUNT C EXHIBIT INDEX
EXHIBIT NO. EXHIBIT - ----------- ------- 99-B.8.13 Fund Participation Agreement dated as of July 1, 2000 between Aetna Life Insurance and Annuity Company, American Century Services Corporation, American Century Investment Services, Inc. -------------- 99-B.8.16 Fund Participation Agreement dated May 1, 2000 between The Chapman Funds, Inc., The Chapman Co. and Aetna Life Insurance and Annuity Company ------------- 99-B.8.48 Fund Participation Agreement dated August 15, 2000 between Oppenheimer and Aetna Life Insurance and Annuity Company 99-B.8.49 Fund Participation Agreement dated as of August 8, 2000 by and between PAX World Balanced Fund, Inc. and Aetna Life Insurance and Annuity Company -------------- 99-B.8.50 Fund Participation Agreement dated as of August 15, 2000 by and between Federated Services Company, Federated Distributors, Wachovia Bank, NA and Aetna Life Insurance and Annuity Company ------------- 99-B.8.51 Shareholder Services Agreement dated October 4,1999 between Federated Administrative Services for the Wachovia Funds and the Wachovia Municipal Funds and Aetna Investment Services, Inc. ------------- 99-B.8.52 First Amendment dated August 15, 2000 to the Shareholder Services Agreement by and among Aetna Investment Services, Inc. and Federated Administrative Services ------------- 99-B.9 Opinion and Consent of Counsel ------------- 99-B.10 Consent of Independent Auditors -------------
EX-99.B813 2 a2031962zex-99_b813.txt EXHIBIT 99-B.8.13 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 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 2 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 3 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. 4 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. 5 (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 6 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. 7 (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 8 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. 9 (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. 10 (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. 11 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. 12 (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 ------------------------ 13 SCHEDULE A (For any future separate accounts - See Section 1) 14 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 15 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. 16 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. 17 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. 18 EX-99.B816 3 a2031962zex-99_b816.txt EXHIBIT 99-B.8.16 EX.99-B.8.16 FUND PARTICIPATION AGREEMENT BETWEEN FUND AND ALIAC Aetna Life Insurance and Annuity Company (the "Company"), the Chapman Funds, Inc. (the "Fund") and The Chapman Co. (the "Distributor") hereby agree to an arrangement whereby the series of the Fund listed on Schedule A attached hereto 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 and D and may establish such other accounts as may be 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 "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 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(s) serve as underlying investment media, provided, however, that the Board of Directors of the Fund (hereinafter the "Directors") may upon reasonable notice to the Company, refuse to sell shares of any series of the Fund to any person, or suspend or terminate the offering of shares of any series if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Directors, acting in good faith and in the best interests of the shareholders of any series and is acting in compliance with their fiduciary obligations under federal and/or any applicable state laws. (b) The Fund will provide to the Company closing net asset value, dividend and capital gain information at the close of trading each day that the New York Stock Exchange (the "Exchange") is open (each such day a "Business Day"). The Fund will use its best efforts to provide such information by 6:30 p.m. Eastern Standard time and will provide such information in no event later than 7:00p.m. Eastern Standard time on such Business Day. The Company will send via facsimile or electronic transmission to the Fund or its specified agent orders to purchase and/or redeem Fund shares by 10:00 a.m. Eastern Standard Time the following business day. Payment for net purchases will be wired by the Company to an account designated by the Fund to coincide with the order for shares of the Fund. (c) The Fund hereby appoints the Company as its agent for the limited purpose of accepting purchase and redemption orders for Fund shares relating to the Contracts from Contract owners or participants. Orders from Contract owners or participants received from any distributor of the Contracts (including affiliates of the Company) by the Company, acting as agent for the Fund, prior to the close of the Exchange on any given business day will be executed by the Fund at the net asset value determined as of the close of the Exchange on such Business Day, provided that the Fund receives written (or facsimile) notice of such order by 10 a.m. Eastern Standard Time on the next following Business Day. Any orders received by the Company acting as agent on such day but after the close of the Exchange will be executed by the Fund at the net asset value determined as of the close of the Exchange on the next business day following the day of receipt of such order, provided that the Fund receives written (or facsimile) notice of such order by 10 a.m. Eastern Standard Time within two days following the day of receipt of such order. (d) Payments for net redemptions of shares of the Fund will be wired by the Fund to an account designated by the Company 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 an Exhibit 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 that an error is a result of any misinformation supplied by the other party (g) The Fund and 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 2 net asset value, dividend rate, or capital gains distribution rate or (ii) incorrect or late reporting 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 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 owners'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 of the next business day after releasing such incorrect information provided the incorrect NAV as well as the correct NAV for each day that the error occurred is provided. If a mistake is caused in supplying such information or confirmations, which results in a reconciliation with incorrect information, the amount required to make a Contract owner's or a participant's account whole shall be borne by the party providing the incorrect information, regardless of when the error is corrected. (h) The Company agrees to purchase and redeem the shares of the series of the Fund named in Schedule A 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 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. 3 (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 the Fund or the Distributor. (b) The Fund and Distributor represent and warrant that (i) they have examined and tested their systems and made reasonable inquiry of their business partners and other entities with whom they conduct business with respect to Year 2000 problems and (ii) their ability to perform their obligations under this Agreement will not be materially interrupted or disrupted as a result of any business interruptions or other business problems relating to specific dates or days before, during and after the Year 2000. This representation and warranty does not extend to any interruption or disruption caused solely by any act or omission of the Company. 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 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 Contracts. The Company will give 60 days written notice to the Fund and the Distributor of any decision to replace the Fund's shares; 4 (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. 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 Fund or its designee for review before such material is submitted to any regulatory body for review, distributed to the public, or used in connection with any Account or Contract. No such material shall be used if the Fund or its designee reasonably object to such use in writing, transmitted by facsimile within five business days after receipt of such material. (b) The Fund will provide additional copies of its financials as soon as available to the Company and at least one complete copy of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, proxy statements and all amendments or supplements to any of the above that relate to the series of the Fund named in Schedule A promptly after the filing of such document with the SEC or other regulatory authorities. 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 via Excel spreadsheet diskette format or in electronic transmission to the Company at least quarterly portfolio information necessary to update Fund profiles within seven 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 5 SEC continues to interpret the 1940 Act as requiring such privileges. The Company shall provide pass-through voting privileges on Fund shares held by unregistered separate accounts to all Contract owners. (b) The Company will distribute to Contract owners and participants, as appropriate, all proxy material furnished by the Fund and will vote Fund shares in accordance with instructions received from such Contract owners and participants. If and to the extent required by law, the Company, with respect to each group Contract and in each Account, shall vote Fund shares for which no instructions have been received in the same proportion as shares for which such instructions have been received. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners and participants. 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 Distributor 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 or alleged 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 or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of or as a result of conduct, statements or representations (other than statements or representations contained in the prospectuses or sales literature of the Fund) of the Company or its agents, with respect to the sale and distribution of Contracts for which Fund shares are the underlying investment. The Company will reimburse any legal or other expenses reasonably incurred by the Fund 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 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 Fund 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 6 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 or alleged untrue statement of any material fact contained in the Registration Statement, prospectuses or sales literature of the Fund or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund 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 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 Fund by the Company specifically for use therein. (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. 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: 7 Aetna Life Insurance and Annuity Company 151 Farmington Avenue Hartford, Connecticut 06156 Attention: Julie E. Rockmore, Counsel To the Fund: The Chapman Fund, Inc. World Trade Center Baltimore, 28th Floor Baltimore, Maryland 21202 Attention: Sabrina Warren Bush To the Distributor: The Chapman Co. World Trade Center Baltimore, 28th Floor Baltimore, Maryland 21202 Attention: Sabrina Warren Bush Any notice, demand or other communication given in a manner prescribed in this subsection (b) shall be deemed to have been delivered on receipt. (c) SUCCESSORS AND ASSIGNS. This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. (d) COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any party hereto may execute this Agreement by signing any such counterpart. (e) SEVERABILITY. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. (f) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding between the parties hereto and supersedes all prior agreement and understandings relating to the subject matter hereof. (g) GOVERNING LAW. This Agreement shall be governed and interpreted in accordance with the laws of the State of Connecticut. (h) NON EXCLUSIVITY. It is understood by the parties that this Agreement is not an exclusive arrangement in any respect. 8 (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. 12. LIMITATION ON LIABILITY OF DIRECTORS, ETC. This agreement has been executed on behalf of the Fund by the undersigned officer of the Fund in his or her capacity as an officer of the Fund. The obligations of this agreement shall be binding upon the assets and property of the Fund only and shall not be binding on any Director, officer or shareholder of the Fund individually. IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly authorized officers effective as of the 1st day of May, 2000. AETNA LIFE INSURANCE AND ANNUITY COMPANY By: /s/ Laurie M. LeBlanc Name: Laurie M. LeBlanc Title: V.P. THE CHAPMAN FUND, INC. By: /s/ Nathan A. Chapman, Jr. Name: Nathan A. Chapman, Jr. Title: President THE CHAPMAN CO. By: /s/ Nathan A. Chapman, Jr. Name: Nathan A. Chapman, Jr. Title: President 9 SCHEDULE A LIST OF SERIES AVAILABLE CHAPMAN DEM EQUITY (INSTITUTIONAL SHARES) 10 SCHEDULE B (For any future separate accounts--See Section 1) 11 EX-99.B848 4 a2031962zex-99_b848.txt EXHIBIT 99-B.8.48 EX.99-B.8.48 PARTICIPATION AGREEMENT Aetna Life Insurance and Annuity Company (the "Company"), OppenheimerFunds Distributor, Inc. (the "Distributor") and OppenheimerFunds Services ("OFS"), a division of OppenheimerFunds, Inc., hereby agree to an arrangement whereby Class A shares of certain registered investment companies listed in Schedule B (individually a "Fund" and collectively, the "Funds") 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 SHARES. (a) 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. (b) Distributor shall make Class A shares of the Funds available for purchase by each Account through the broker/dealer of record, if any, at net asset value without sales charge (and without the payment of a sales commission) in accordance with the terms of each Fund's then current prospectus and statement of additional information. It is acknowledged and agreed that the availability of the shares of any Fund shall be subject to such Fund's then current prospectus and statement of additional information, federal and state securities laws and applicable rules and regulations of the National Association of Securities Dealers, Inc. (c) The Company understands that the investments of the Funds may not be diversified within the meaning of Section 817(h) of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations under the Code. The Company further understands that all beneficial interests in the Funds will not be owned by one or more insurance companies or other parties permitted under Regulation 1.817-5(f)(3) under the Code. 2. (a) SERVICES PROVIDED BY THE COMPANY. The Company shall maintain the account records for each Contract owner, including, but not limited to, a daily record of the number of shares of a Fund owned by the Contract owner, the value of each Contract owner's account, the dividends accrued on such accounts, and a record of all exchanges, purchases, and redemptions for each Contract owner account. Distributor, OFS, and the Funds shall not have any responsibility with respect to the provision of administrative services, or recordkeeping services for Contract owners, including tax reporting or tax withholding. The Company shall maintain one omnibus account per Account in each Fund registered in the name of the Account. Distributor, OFS, and the Funds shall not maintain separate accounts for Contract owners. (b) REPORTING. The Company shall maintain and preserve all records as required by applicable law, rules and regulations and/or this Agreement to be maintained and preserved in connection with providing the services described herein, and will otherwise comply with all laws, rules and regulations applicable thereto. At OFS' request, the Company shall provide OFS with any and all information about the Accounts and number of participants, as may be reasonably necessary to permit OFS or the Funds to comply with any request of the board of directors or trustees of the Funds or of a governmental body, or self-regulatory organization. The parties acknowledge that the Company shall have no duty to provide any information about the participants to the board of directors or trustees other than the number of participants invested in the Funds. The Company shall have its recordkeeping system audited annually by an independent accounting firm qualified to conduct such audits and shall provide OFS with a copy of the auditor's SAS 70 report within 30 days of its issuance. The Company shall provide OFS or its designated agent reasonable access to its records relating to the Accounts invested in the Funds to permit OFS to audit or review (i) the Company's compliance with the terms of this Agreement and any other agreement between the parties, (ii) the accuracy of the Company's recordkeeping system, and (iii) the accuracy of the invoices submitted to OFS and Distributor for payment. 3. PRICING INFORMATION; ORDERS; SETTLEMENT. (a) The Distributor will make Class A shares of the Funds available to be purchased by the Company, on behalf of each Account, and OFS 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 as 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/Directors of a Fund (hereinafter the "Trustees") may without notice to the Company, refuse to sell shares of any Fund to any person, or suspend or terminate the offering of shares of any Fund 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 Fund and is acting in 2 compliance with their fiduciary obligations under federal and/or any applicable state laws. (b) OFS 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 use its best efforts to provide or cause to be provided by 6:30 p.m. Eastern Standard time on each Business Day, but in no event shall communicate such information later than 7:00 p.m. Eastern Standard time on such Business Day unless the delay is due to extraordinary circumstances. The Company will send via facsimile or electronic transmission to OFS or its specified agent orders to purchase and/or redeem Fund shares by 9:00 a.m. Eastern Standard Time the following business day. Payment for net purchases will be wired by the Company to an account designated by the Distributor to coincide with the order for shares of the Fund. (c) The Distributor hereby appoints the Company as its agent for the sole purpose of accepting purchase and redemption orders for Fund shares relating to the Contracts from Contract owners. Except as provided in the foregoing sentence, the Company shall not be, nor hold itself out to the public or engage in any activity as, an agent or distributor for the Funds, or agent for OFS or Distributor or any of their affiliates. Orders from Contract owners 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 (as indicated by date and time stamping) on any given business day will be executed by the OFS, as transfer agent for the Funds, at the net asset value determined as of the close of the Exchange on such Business Day, provided that the OFS receives written (or facsimile) notice of such order by 9 a.m. Eastern Standard Time on the next following Business Day. Any orders received by the Company acting as agent on such day but after the close of the Exchange will be executed by OFS 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 OFS receives written (or facsimile) notice of such order by 9 a.m. Eastern Standard Time on the next Business Day following the day of receipt of such order. (d) Payments for net redemptions of shares of the Fund will be wired by OFS to an account designated by the Company on the same Business Day the Company places an order to redeem Fund shares in accordance with the Terms of this Agreement. Payments for net purchases of the Fund shares will be wired by the Company to an account designated by OFS 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 3(a) through 3(d) above, the parties may agree in writing 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 an Exhibit to this Agreement. 3 (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 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 due to: (i) an incorrect calculation of a Fund's daily net asset value, dividend rate, or capital gains distribution rate or (ii) incorrect or unreasonably late reporting 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; provided, however, that no such amounts shall be paid or payable if they are not deemed material pursuant to the then prevailing industry standards as supported by the Securities and Exchange Commission guidance. In addition, subject to the limits described in this subparagraph, OFS or the Distributor shall be liable to the Company for reasonable systems and out of pocket costs incurred by the Company in making a Contract owners's or a participant's account whole, if such costs or expenses are a result of OFS'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. 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 such information or confirmations, which results in a reconciliation with incorrect information, the amount required to make a Contract owner's account whole shall be borne by the party providing the incorrect information, regardless of when the error is corrected. Any gain by a Contract owner attributable to the incorrect calculation or reporting of the daily net asset value, dividend rate or capital gains distribution rate shall, to the extent permissible promptly be returned to the Fund(s) involved; provided, however, that no such amounts shall returned if they are not deemed material pursuant to the then prevailing pricing error guidelines as set forth by the Securities and Exchange Commission and its staff. The following limits shall apply to the collective liabilities of the Distributor and/or OFS , as appropriate, to the Company for systems and out of pocket costs incurred by the Company if such costs or expenses are a result of the Distributor or OFS's failure to provide the Company with such correct or timely information: (i) $1,000 per day for each day that incorrect information provided by the Distributor or OFS is not corrected, if such period does not include a month-end or a fiscal quarter-end, (ii) $1,500 per day for each day that such incorrect information provided by the Distributor or OFS is not corrected, if such period does include a month-end or a fiscal quarter-end, and (iii) up to $50,000 per occurrence in the aggregate under (i) or (ii) above. Any incorrect information that has as a common nexus any single error shall be deemed to be one occurrence for these purposes provided all corrections are provided at the same time. 4 (h) The Company shall assume responsibility for any loss to Distributor or to OFS caused by the cancellation or correction made to an order subsequent to the date on which such order has been received by the Company and originally relayed to Distributor, and the Company will immediately pay such loss to Distributor or OFS upon receipt of written notification with supporting data. (i) 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. (j) The Company acknowledges that the Funds or their designated agent will accept instructions only from the Company and that neither the Funds nor their designated agent will accept instructions directly from a Contract owner or participant. 4. FEES. In consideration of services provided by the Company under this Agreement, the Company shall receive fees as set forth in Schedule C. 5. EXPENSES. (a) Except as otherwise provided in this Agreement, all expenses incident to the performance by the Distributor or OFS under this Agreement shall be paid by the Distributor, OFS or the Fund as the case may be, including the cost of registration of Fund shares with the Securities and Exchange Commission (the "SEC") and in states where required. The Company shall pay no fee or other compensation to the Distributor or OFS under this Agreement, and the Distributor or OFS shall pay no fee or other compensation to the Company, 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 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 Distributor shall provide the Company, at the Company's reasonable request, with a sufficient quantity of Fund 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 Distributor shall provide the company with a sufficient quantity of Fund proxy material that is required to be sent to Contract owners or participants. The cost associated with proxy preparation, group authorization letters, programming for 5 tabulation and necessary materials (including postage) will be paid by the Distributor or the Funds. 6. REPRESENTATIONS. (a) The Company agrees that it and its agents shall not, without the written consent of 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 the Distributor or not objected to by the Distributor within five (5) days in accordance with Section 9(a). (b) The parties hereto represent and warrant that (i) they have examined and tested their systems and made reasonable inquiry of their business partners and other entities with whom they conduct business with respect to Year 2000 problems and (ii) their ability to perform their obligations under this Agreement will not be interrupted or disrupted as a result of any business interruptions or other business problems relating to specific dates or days before, during and after the Year 2000. 7. 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 OFS, 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 OFS, 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 OFS, immediately upon institution of formal proceedings against the broker-dealer or broker-dealers marketing the Contracts, an Account, the Company, OFS 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 Contracts (the Company will give 60 days written notice to OFS 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 6 Contracts issued or to be issued by the Company (prompt notice shall be given by the appropriate party should such situation occur). 8. CONTINUATION OF AGREEMENT. Except with respect to Section 7(d), termination as the result of any cause listed in Section 7 shall not affect Distributor'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. 9. 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, other than any materials that merely reference the Funds' names, will be submitted to Distributor or its designee for review before such material is submitted to any regulatory body for review. No such material shall be used if the Distributor or its designee reasonably object to such use in writing, transmitted by facsimile within five business days after receipt of such material. (b) The Distributor will provide additional copies of the Fund's financials to the Company as soon as available and at least one complete copy of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, proxy statements and all amendments or supplements to any of the above that relate to the Fund promptly after the filing of such document with the SEC or other regulatory authorities. At the 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 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 within fourteen (14) business days following the end of each quarter. 10. PROXY VOTING. (a) The Company shall provide pass-through voting privileges on Fund shares held by registered separate accounts to all Contract owners 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. 7 (b) The Company will distribute to Contract owners, as appropriate, all proxy material furnished by the Distributor and will vote Fund shares in accordance with instructions received from such Contract owners. If and to the extent required by law, the Company, with respect to each group Contract and in each Account, shall vote Fund shares for which no instructions have been received in the same proportion as shares for which such instructions have been received. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners. 11. INDEMNIFICATION. (a) The Company agrees to indemnify and hold harmless OFS, the Funds and the Distributor, and their respective directors, officers, employees, agents and each person, if any, who controls OFS 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 Funds, Distributor or OFS or any such director, officer, employee, agent, or controlling person of them 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 or alleged 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 or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of or as a result of conduct, statements or representations (other than statements or representations contained in the prospectuses or sales literature of the Fund) of the Company or its agents, with respect to the sale and distribution of Contracts for which Fund shares are the underlying investment. The Company will reimburse any legal or other expenses reasonably incurred by the Distributor, the Fund or OFS or any such director, officer, employee, agent, investment adviser, or controlling person of them in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or omission or alleged omission made in such Registration Statement or prospectus in conformity with written materials furnished to the Company by the Fund specifically for use therein or (ii) the willful misfeasance, bad faith, or gross negligence by OFS or the Distributor or their respective officers, directors, employees or agents in the performance of its duties or OFS' or the 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 and OFS 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 8 such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, prospectuses or sales literature of the Fund or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or material fact required to be stated therein or necessary to make the statements therein not misleading. The 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 neither OFS nor the 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 (i) an untrue statement or omission or alleged omission made in such Registration Statement or prospectuses which are in conformity with written materials furnished to the Fund by the Company specifically for use therein or (ii) the willful misfeasance, bad faith, or gross negligence of the Company or its officers, directors, employees or agents. (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 to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 11. 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 11 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 terms of this Section 11 shall survive termination of the Agreement. 12. MISCELLANEOUS. (a) AMENDMENT AND WAIVER. Neither this Agreement, nor any provision hereof, may be amended, waived, discharged or terminated orally, but only by an instrument in writing signed by all parties hereto. (b) NOTICES. All notices and other communications hereunder shall be given or made in writing and shall be delivered personally, or sent by telex, telecopier or registered or certified mail, postage prepaid, return receipt requested, or recognized overnight courier service to the party or parties to whom they are directed at the following addresses, or at such other addresses as may be designated by notice from such party to all other parties. 9 To the Company: Aetna Life Insurance and Annuity Company 151 Farmington Avenue Hartford, Connecticut 06156 Attention: Julie E. Rockmore, Counsel To OFS: OppenheimerFunds Services 6803 South Tucson Way Englewood, Colorado 80112 Attention: Mark Barry To the Distributor: OppenheimerFunds Distributor, Inc. Two World Trade Center, 34th Floor New York, New York 10048-0203 Attention: Andrew J. Donohue General Counsel 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. 10 (g) GOVERNING LAW. This Agreement shall be governed and interpreted in accordance with the laws of the State of Connecticut. (h) NON EXCLUSIVITY. It is understood by the parties that this Agreement is not an exclusive arrangement in any respect. (i) USE OF NAME. Except as otherwise provided in this Agreement, the Company shall not use the Oppenheimer name or any trademark or service mark of Oppenheimer without the Distributor's prior written consent. In the event this Agreement is terminated, the Company shall not use Oppenheimer's name, trademark, service mark or any other inference that may be reasonably construed to imply a continuing relationship. (j) 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. 13. ACKNOWLEDGEMENT. The parties hereto acknowledge that there is a Service Agreement between the Company, the Distributor, OFS and Aetna Investment Services, Inc. dated October 1, 1998 and a March 11, 1997 Participation Agreement between the Company, OppenheimerFunds, Inc. and Oppenheimer Variable Account Funds. The parties hereto agree that the terms and conditions of this Agreement shall not affect or amend the terms and conditions of those agreements. The parties hereto further agree that no payments shall be made by the Distributor, OFS or the Funds under those agreements with respect to assets covered by this Agreement. 11 IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly authorized officers effective as of the 15th day of August, 2000. AETNA LIFE INSURANCE AND ANNUITY COMPANY By: /s/ Laurie M. Tillinghast ------------------------- Name: Laurie M. Tillinghast ------------------------- Title: Vice President ------------------------- OFS By: /s/ Mark T. Barry ------------------------- Name: Mark T. Barry ------------------------- Title: Vice President ------------------------- DISTRIBUTOR By: /s/ Andrew J. Donahu ------------------------- Name: Andrew J. Donahu ------------------------- Title: Executive Vice President ------------------------- 12 SCHEDULE A Variable Annuity Account B Variable Annuity Account C Variable Annuity Account D Variable Annuity Account F (Or any future separate accounts - See Section 1(a)) 13 SCHEDULE B (List of funds available--See Section 1(b)) Oppenheimer Bond Fund (Class A) Oppenheimer Capital Appreciation Fund (Class A) Oppenheimer Capital Income Fund (Class A) Oppenheimer Developing Markets Fund (Class A) Oppenheimer Global Fund (Class A) Oppenheimer High Yield Fund (Class A) Oppenheimer Main Street Growth & Income Fund (Class A) 14 EX-99.B849 5 a2031962zex-99_b849.txt EXHIBIT 99-B.8.49 EX. 99-B.8.49 FUND PARTICIPATION AGREEMENT BETWEEN AETNA LIFE INSURANCE AND ANNUITY COMPANY AND PAX WORLD BALANCED FUND, INC. AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") and PAX WORLD BALANCED FUND, INC. (the "Fund") 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 the Variable Annuity Accounts set forth on Schedule A attached hereto, as the same 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, as amended (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 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(s) serve as underlying investment media, provided, however, that the Board of Directors of the Fund (hereinafter the "Directors") may upon reasonable notice to the Company, refuse to sell shares of the Fund to any person, or suspend or terminate the offering of shares of the Fund if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Directors, acting in good faith and in the best interests of the shareholders of the Fund and is acting in compliance with their fiduciary obligations under federal and/or any applicable state laws. (b) The Fund will provide to the Company closing net asset value, dividend and capital gain information at the close of trading each day that the New York Stock Exchange (the "Exchange") is open (each such day a "Business Day"), and in no event later than 6:30 p.m. New York time on such Business Day. The Company will send via facsimile or electronic transmission to the Fund or its specified agent orders to purchase and/or redeem Fund shares by 8:00 p.m. New York time on such Business Day (or, due to unforeseen circumstances, by 8:30 a.m. New York time on the following Business Day). Payment for net purchases will be wired by the Company to an account designated by the Fund to coincide with the order for shares of the Fund. (c) The Fund hereby appoints the Company as its agent for the limited purpose of accepting purchase and redemption orders for Fund shares relating to the Contracts from Contract owners or participants. Orders from Contract owners or participants received from any distributor of the Contracts (including affiliates of the Company) by the Company, acting as agent for the Fund, prior to the close of the Exchange on any given Business Day will be executed by the Fund at the net asset value determined as of the close of the Exchange on such Business Day, provided that the Fund receives written (or facsimile) notice of such order by 8:00 p.m. New York time on such Business Day (or, due to unforeseen circumstances, by 8:30 a.m. New York time on the 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 by the Company, provided that the Fund receives written (or facsimile) notice of such order by 8:00 p.m. New York time on the next Business Day following receipt of such order by the Company (or, due to unforeseen circumstances, by 8:30 a.m. New York time on the second Business Day following the day of receipt of such order by the Company). (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 an Exhibit 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 that an error is a result of any misinformation supplied by the other party. (g) The Fund 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 2 owners or participants due to: (i) an incorrect calculation by the Fund of a Fund's daily net asset value, dividend rate, or capital gains distribution rate or (ii) incorrect or late reporting by the Fund of the daily net asset value, dividend rate, or capital gain distribution rate of the Fund. In addition, the Fund shall be liable to the Company for systems and out of pocket costs incurred by the Company in making a Contract owner's or a participant's account whole, if such costs or expenses are a result of the Fund's failure to provide timely or correct net asset values, dividend and capital gains or financial information and if such information is not corrected by 4:00 p.m. New York 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 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 Fund 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 shall pay fees to the Company as set forth in Schedule B. 4. EXPENSES. (a) Except as 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 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, except as provided herein and in Schedule B 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 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 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. 3 (c) The Fund 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. 5. REPRESENTATIONS. The Company agrees that it and its agents shall not, without the written consent of the Fund make representations concerning the Fund or its shares except those contained in the then current prospectuses and in current printed sales literature approved by the Fund. In addition, the Company hereby represents and warrants to the Fund as follows: (a) Each Account of the Company set forth on Schedule A is either (i) registered with the SEC as a unit investment trust under the 1940 Act or (ii) not required to be registered under the 1940 Act pursuant to applicable exemptions or exclusions; (b) it will comply with all applicable requirements of laws, rules and regulations of governmental or self-regulatory authorities having jurisdiction for its acts and duties under this Agreement; and (c) it will promptly notify the Fund in the event that the Company is for any reason unable to perform any of its obligations under 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 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 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 or the Fund, immediately upon institution of formal proceedings against the broker-dealer or broker-dealers marketing the Contracts, the Account, the Company OR the Fund by the National Association of Securities Dealers, Inc. (the "NASD"), the SEC or any other regulatory body; (d) upon the determination of the Accounts to substitute for the Fund's shares the shares of another investment company in accordance with the terms of the applicable Contracts. The Company will give 60 days written notice to the Fund of any decision to replace the Fund's' shares; 4 (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. 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 Fund or its designee for review before such material is submitted to any regulatory body for review. The Fund or its designee shall advise the submitting party in writing within three (3) Business Days of receipt of such materials of its approval or disapproval of such materials. No such material shall be used if such regulatory body objects to such use. (b) The Fund will provide additional copies of its financials as soon as available to the Company and at least one complete copy of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, proxy statements and all amendments or supplements to any of the above that relate to the Fund promptly after the filing of such document with the SEC or other regulatory authorities. At the Fund's request, the Company will provide to the Fund 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 will provide via Excel spreadsheet diskette format or in electronic transmission to the Company at least quarterly portfolio information necessary to update Fund profiles with seven Business days following the end of each quarter. 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. 5 (b) The Company will distribute to Contract owners and participants, as appropriate, all proxy material furnished by the Fund and will vote Fund shares in accordance with instructions received from such Contract owners and participants. If and to the extent required by law, the Company, with respect to each group Contract and in each Account, shall vote Fund shares for which no instructions have been received in the same proportion as shares for which such instructions have been received. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners and participants. 10. INDEMNIFICATION. (a) The Company agrees to indemnify and hold harmless the Fund and its officers, directors, shareholders, employees, agents and each person, if any, who controls the Fund within the meaning of the Securities Act of 1933, as amended (the "1933 Act"), against any losses, claims, damages or liabilities to which the Fund or any such officer, director, shareholder, 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 result from (i) a breach by the Company of any of the terms or conditions of this Agreement, (ii) the willful misfeasance, bad faith or gross negligence by the Company in the performance of its duties hereunder, (iii) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, prospectus or sales literature of the Company or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iv) 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 Fund and each such officer, director, shareholder, 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 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 made in such Registration Statement, prospectus or sales literature in conformity with written materials furnished to the Company by the Fund specifically for use therein or (ii) the willful misfeasance or gross negligence by the Fund in the performance of its duties hereunder, whichever is applicable. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) The Fund 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, 6 claims, damages or liabilities (or actions in respect thereof) arise out of or result from (i) a breach by the Fund of any of the terms or conditions of this Agreement, (ii) the willful misfeasance, bad faith or gross negligence by the Fund in the performance of its duties hereunder or, (iii) any untrue statement of any material fact contained in the Registration Statement, prospectuses or sales literature of the Fund or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund 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 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 alleged untrue statement or omission or alleged omission made in such Registration Statement, prospectuses or sales literature which are in conformity with written materials furnished to the Fund by the Company specifically for use therein or (ii) the willful misfeasance or gross negligence by the Company in the performance of its duties hereunder, whichever is applicable. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of an 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. 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. 7 To the Company: Aetna Life Insurance and Annuity Company 151 Farmington Avenue Hartford, CT 06156 Attention: Julie E. Rockmore, Counsel To the Fund: Pax World Balanced Fund, Inc. c/o Pax World Management Corp. 222 State Street Portsmouth, NH 03801-3853 Attn: Thomas W. Grant, President With a copy to: Kurzman Karelsen & Frank, LLP 230 Park Avenue New York, NY 10169 Attn: Kevin J. Lake, Esq. 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 New Hampshire. (h) NON EXCLUSIVITY. It is understood by the parties that this Agreement is not an exclusive arrangement in any respect. 8 (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. 12. LIMITATION ON LIABILITY OF OFFICERS, DIRECTORS, ETC. This Agreement has been executed on behalf of the Fund by the undersigned officer of the Fund in his or her capacity as an officer of the Fund. The obligations of this Agreement shall be binding upon the assets and property of the Fund only and shall not be binding on any officer, director or shareholder of the Fund individually. IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly authorized officers effective as of the 8th day of August, 2000. AETNA LIFE INSURANCE AND ANNUITY COMPANY By: /s/ Laurie M. LeBlanc ------------------------- Name: Laurie M. LeBlanc Title: Vice President PAX WORLD BALANCED FUND, INC. By: /s/ Thomas W. Grant ------------------------- Name: Thomas W. Grant Title: President 9 SCHEDULE A Variable Annuity Accounts Variable Annuity Account B Variable Annuity Account C Variable Annuity Account D Variable Annuity Account F 10 EX-99.B850 6 a2031962zex-99_b850.txt EXHIBIT 99-B.8.50 EX. 99-B.8.50 FUND PARTICIPATION AGREEMENT BETWEEN FEDERATED SERVICES COMPANY, FEDERATED SECURITIES CORP., WACHOVIA BANK, N.A. AND ALIAC Aetna Life Insurance and Annuity Company (the "Company"), Federated Services Company (the "Transfer Agent"), Wachovia Bank, N.A. ("Wachovia") and Federated Securities Corp. (the "Distributor") hereby agree to an arrangement whereby The Wachovia Funds ("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 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) Subject to the terms and conditions of the Fund's current registration statement, the Transfer Agent and the Distributor will make shares of those series and classes thereof on Schedule B attached hereto, as it may be amended from time to time, 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(s) serve as underlying investment media, provided, however, that the Board of Trustees of the Fund (hereinafter the "Trustees") may 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 in accordance with their fiduciary obligations under federal and/or any applicable state laws. The Distributor shall provide prompt notice to the Company of any such action. 2 (b) The Transfer Agent will provide to the Company closing net asset value, dividend and capital gain information after the close of trading each day that the New York Stock Exchange (the "Exchange") is open (each such day a "Business Day"), and the Transfer Agent will use its best efforts to provide such information no later than 6:30 p.m. Eastern Standard time on such Business Day, and in no event later than 7:00 Eastern Standard time, except for delays due to extraordinary circumstances. The Company will send via facsimile or electronic transmission to the Transfer Agent orders to purchase and/or redeem Fund shares by 10:00 a.m. Eastern Standard Time the following business day. Payment for net purchases will be wired by the Company to an account designated by the Transfer Agent to coincide with the order for shares of the Fund. (c) The Transfer Agent 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 Transfer Agent, prior to the close of the Exchange on any given business day will be executed by the Transfer Agent at the net asset value determined as of the close of the Exchange on such Business Day, provided that the Transfer Agent receives written (or facsimile) notice of such order by 10 a.m. Eastern Standard Time on the next following Business Day. Any orders received by the Company acting as agent on such day but after the close of the Exchange will be executed by the Transfer Agent 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 Transfer Agent receives written (or facsimile) notice of such order by 10 a.m. Eastern Standard Time within two days following the day of receipt of such order. (d) Payments for net redemptions of shares of the Fund will be wired by the Transfer Agent 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 Transfer Agent or 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 an Exhibit 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 that an error is a result of any misinformation supplied by the other party 3 (g) The Transfer Agent 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) incorrect or late reporting 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 Transfer Agent ; provided, however, that no such amounts shall be returned if they are not deemed material pursuant to the then prevailing pricing error guidelines as set forth by the Securities and Exchange Commission and its staff. In addition, Transfer Agent shall be liable to the Company for any costs the Company incurs in the preparation, printing and mailing of communications to Contract holders or participants, if such costs or expenses are a result of the 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. 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 date 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 shall indemnify the Transfer Agent and the Distributor and hold them harmless, from the effective date of this Agreement, against any loss or liability resulting from its errors in the management of the Contracts and the Accounts. (i) The Company agrees to purchase and redeem the shares of the Funds named in Schedule B offered by the then current prospectuses and statements 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, Wachovia 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 Transfer Agent or the Distributor under this Agreement shall be paid by the Transfer Agent, the Distributor or the Fund, including the cost of registration of Fund shares with the Securities and Exchange Commission (the "SEC") and in states where required. The Transfer Agent and the Distributor shall pay no fee or other compensation to the Company under this Agreement, and the 4 Company shall pay no fee or other compensation to the Transfer Agent or the Distributor, except as provided herein 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. 5 (b) 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 Distributor shall provide the Company upon its request with reasonable quantities 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 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 Distributor or the Fund. 5. REPRESENTATIONS. (a) The Company agrees that it and its agents shall not, without the written consent of 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 represents that its offering and management of the Contracts and the Accounts is in accordance with all applicable laws and regulations, including, without limitation, state and federal insurance laws and tax laws and regulations, and that the purchase of Fund shares by the Contracts and the Accounts will not result in any violation of any such law or regulation by the Fund. 6. TERMINATION. This agreement shall terminate: (a) as to the sale and issuance of new Contracts, 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) as to a given Account, upon the determination of the Account 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; (d) upon assignment of this Agreement, unless made with the written consent of all other parties hereto; 6 7 (e) 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, which, by its terms implies or requires that Contract holders will continue to hold or purchase shares of the Funds shall not affect the Fund's obligation to furnish its shares to Contracts then in force for which its shares serve as the underlying medium unless such further sale of Fund shares is prohibited by law or the SEC or other regulatory body. In such event, all provisions of this Agreement shall continue to apply to such sales. In the event of termination of this Agreement, the parties agree that the requirements of Section 10 of the Agreement shall survive. 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 for review before such material is submitted to any regulatory body for review. No such material shall be used if the Distributor reasonably objects to such use in writing, transmitted by facsimile within three business days after receipt of such material. (b) The Distributor will provide copies of the Fund's financials as soon as available to the Company and at least one complete copy of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, proxy statements and all amendments or supplements to any of the above that relate to the Fund promptly after the filing of such document with the SEC or other regulatory authorities. The Company will provide to each of the Distributor and the Transfer Agent 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 Accounts promptly after the filing of such document with the SEC or other regulatory authority. (c) At the request of the Company, the Distributor will provide via Excel spreadsheet diskette format or in electronic transmission to the Company quarterly portfolio information necessary to update Fund profiles with fourteen 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 8 shall provide pass-through voting privileges on Fund shares held by unregistered separate accounts to all Contract owners. (b) The Company will distribute to Contract owners and participants, as appropriate, all proxy material furnished by the Fund and will vote Fund shares in accordance with instructions received from such Contract owners and participants. If and to the extent required by law, the Company, with respect to each group Contract and in each Account, shall vote Fund shares for which no instructions have been received in the same proportion as shares for which such instructions have been received. The Company and its agents shall not oppose or interfere with the solicitation of proxies for Fund shares held for such Contract owners and participants. 10. INDEMNIFICATION. (a) The Company agrees to indemnify and hold harmless the Fund, the Transfer Agent, Wachovia and the Distributor, and its directors, officers, employees, agents and each person, if any, who controls the Fund or its Distributor 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 or alleged untrue statement of any material fact contained in the Registration Statement, prospectus or sales literature of the Company or the Accounts or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of or as a result of conduct, statements or representations (other than statements or representations contained in the prospectuses or sales literature of the Fund) of the Company or its agents, with respect to the sale and distribution of Contracts for which Fund shares are the underlying investment. The Company will reimburse any legal or other expenses reasonably incurred by the Fund, the Transfer Agent, Wachovia, or the Distributor or any of their directors, officers, employees, agents, or controlling persons in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or omission or alleged omission made in such Registration Statement or prospectus in conformity with written materials furnished to the Company by the Fund, the Transfer Agent, Wachovia or the Distributor specifically for use therein or (ii) the willful misfeasance, bad faith, or gross negligence by the Fund, the Transfer Agent, Wachovia or the Distributor in the performance of their duties or the Fund's, Transfer Agent's, Wachovia'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 that Company may otherwise have. 9 (b) The Transfer Agent, Wachovia and the Distributor agree to indemnify and hold harmless the Company and its directors, officers, employees, agents and each person, 10 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 or alleged untrue statement of any material fact contained in the Registration Statement, prospectuses or sales literature of the Fund or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or material fact required to be stated therein or necessary to make the statements therein not misleading. The Transfer Agent, Wachovia, or 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 Transfer Agent, Wachovia or the 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 (i) an untrue statement or omission or alleged omission made in such Registration Statement or prospectuses which are in conformity with written materials furnished to the Fund, the Transfer Agent, Wachovia or 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 Transfer Agent, Wachovia, or Distributor, whichever is applicable. (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. 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 11 certified mail, postage prepaid, return receipt requested, or recognized overnight 12 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 To the Transfer Agent: Federated Services Company 1099 Hingham Street Rockland, MA 02370 Attn: John Sheehan To the Distributor: Federated Securities Corp. 1001 Liberty Avenue Pittsburgh, PA 1522 Attn: Kirk Montgomery 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. 13 (f) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding between the parties hereto and supersedes all prior agreement and understandings relating to the subject matter hereof. (g) GOVERNING LAW. This Agreement shall be governed and interpreted in accordance with the laws of the State of Connecticut. (h) 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. IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly authorized officers effective as of the 15TH day of AUGUST, 2000. AETNA LIFE INSURANCE AND ANNUITY COMPANY By: /s/ Laurie M. LeBlanc ----------------------------------------------------------- Name: Laurie M. LeBlanc ----------------------------------------------------------- Title: Vice President ----------------------------------------------------------- TRANSFER AGENT By: /s/ John Sheehanr ----------------------------------------------------------- Name: John Sheehan ----------------------------------------------------------- Title: Vice President ----------------------------------------------------------- DISTRIBUTOR By: /s/ David M. Taylor ----------------------------------------------------------- Name: David M. Taylor ----------------------------------------------------------- Title: Executive Vice President ----------------------------------------------------------- WACHOVIA BANK, N.A. By: /s/ R. Edward Bowling ----------------------------------------------------------- Name: ----------------------------------------------------------- Title: ----------------------------------------------------------- 14 SCHEDULE A (For any future separate accounts - See Section 1) 15 SCHEDULE B Wachovia Balanced Fund (Class A) Wachovia Special Values Fund (Class A) 16 EX-99.B851 7 a2031962zex-99_b851.txt EXHIBIT 99-B.8.51 EX. 99-B.8.51 SHAREHOLDER SERVICES AGREEMENT This Agreement is made between the Financial Institution executing this Agreement ("Provider") and Federated Administrative Services ("FAS") for the Wachovia Funds and the Wachovia Municipal Funds (the "Trusts"), on behalf of the portfolios listed in Exhibit A hereto (the "Funds"), who have approved this form of Agreement. In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows: 1. FAS hereby appoints Provider to render or cause to be rendered personal services to shareholders of the Funds and/or the maintenance of accounts of shareholders of the Funds ("Services"). Provider agrees to provide Services which, in its best judgment, are necessary or desirable for its customers who are investors in the Funds. Provider further agrees to provide FAS, upon request, a written description of the Services which Provider is providing hereunder. 2. The Services to be provided under Paragraph 1 may include, but are not limited to, the following: (a) communicating account openings to the Funds' transfer agent, through a toll-free telephone number or otherwise; (b) communicating account closings to the Funds' transfer agent, through a toll-free telephone number or otherwise; (c) communicating purchase transactions to the Funds' transfer agent, through a toll-free telephone number or otherwise; (d) communicating redemption transactions to the Funds' transfer agent, through a toll-free telephone number or otherwise; (e) electronically transferring and receiving funds for Fund Share purchases and redemptions, and confirming and reconciling all such transactions; (f) reviewing the activity in Fund accounts; (g) providing training and supervision of its personnel; and (h) responding to customers' and potential customers' questions about the Funds. The Services listed above are illustrative. The Provider is not required to perform each Service and may at any time perform either more or fewer Services than described above. 3. During the term of this Agreement, the Funds will pay the Provider fees as set forth in a written schedule delivered to the Provider pursuant to this Agreement. The fee schedule for Provider may be changed by FAS sending a new fee schedule to Provider pursuant to Paragraph 10 of this Agreement. For the payment period in which this Agreement becomes effective or terminates, there shall be an appropriate proration of the fee on the basis of the number of days that this Agreement is in effect during the quarter. 4. (a) Provider understands that the United States Department of Labor has opined that, under certain circumstances the receipt of administrative service fees or other compensation from funds by service providers who are fiduciaries to plans subject to ERISA will not result in the violation of ERISA's prohibited transaction rules on self-dealing. See ERISA Opinion Letter Nos. 97-15A and 97-16A (May 22, 1997). Neither FAS, the Trusts, nor the Funds shall be liable to Provider for any loss, damages, expense, penalty, claim, or cause of action which may arise by virtue of Provider's investment of ERISA plan assets in any Fund or the receipt of service fees and other compensation from the Funds as a result of such investment. (b) Provider understands that to the extent a person exercises any discretionary authority or discretionary control with respect to the management of the assets of any individual retirement account or of an employee benefit plan, or who renders investment advice to such account or plan for a fee, or has any authority or responsibility to do so, or has any discretionary authority or discretionary responsibility in the administration of such account or plan, he is a fiduciary under Section 4975 of the Internal Revenue Code and under ERISA, and that the United States Department of Labor takes the position that a trustee of the plan is a fiduciary with respect to the plan under ERISA. 5. The Provider agrees not to solicit or cause to be solicited directly, or indirectly at any time in the future, any proxies from the shareholders of a Fund in opposition to proxies solicited by management of the Trusts, unless a court of competent jurisdiction shall have determined that the conduct of a majority of the Board of Trustees of the Trusts constitutes willful misfeasance, bad faith, gross negligence or reckless disregard of their duties. This Paragraph 5 will survive the term of this Agreement. 6. This Agreement shall continue in effect for one year from the date of its execution, and thereafter for successive periods of one year if the form of this Agreement is approved at least annually by the Board of the Trust, including a majority of the members of the Board of the Trusts who are not interested persons of the Funds and have no direct or indirect financial interest in the operation of this Agreement or in any related documents to this Agreement ("Disinterested Board Members") cast in person at a meeting called for that purpose. 7. Notwithstanding Paragraph 6, this Agreement may be terminated as follows: (a) at any time, without the payment of any penalty, by the vote of a majority of the Disinterested Board Members of the Trusts or by a vote of a majority of the outstanding voting securities of a Fund as defined in the Investment Company Act of 1940 on not more than sixty (60) days' written notice to the parties to this Agreement; (b) automatically in the event of the Agreement's assignment as defined in the Investment Company Act of 1940; and (c) by either party to the Agreement without cause by giving the other party at least sixty (60) days' written notice of its intention to terminate. 8. This Agreement may be amended by FAS from time to time to add or delete portfolios and/or classes of the Funds by the following procedure. FAS will mail a copy of the amendment to the Provider's address, as shown below. If the Provider does not object to the amendment within thirty (30) days after its receipt, the amendment will become part of this Agreement. The Provider's objection must be in writing and be received by FAS within such thirty days. 9. This Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania. 2 Provider: AETNA INVESTMENT SERVICES, INC. ------------------------------------- 151 Farmington Avenue ---------------------------------------------- Address Hartford, CT 06156 ---------------------------------------------- City, State, Zip Code 10/4/99 ---------------------------------------------- Date /s/ Laurie M. LeBlanc ---------------------------------------------- Authorized Signature PURSUANT TO DELEGATION OF AUTHORITY DATED 8/12/98 ---------------------------------------------- Title Laurie M. LeBlanc ---------------------------------------------- Print Name of Authorized Signature FEDERATED ADMINISTRATIVE SERVICES Federated Investors Tower Pittsburgh, Pennsylvania 15222-3779 By: /s/ Gail Cagney ---------------------------------------------- Vice President 3 EX-99.B852 8 a2031962zex-99_b852.txt EXHIBIT 99-B.8.52 EX. 99-B.8.52 FIRST AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT THIS FIRST AMENDMENT TO THE SERVICES AGREEMENT (the "First Amendment") is made and entered into as of the 15th day of August, 2000 by and among AETNA INVESTMENT SERVICES, INC. ("AISI") and FEDERATED ADMINISTRATIVE SERVICES ("FEDERATED"). WITNESSETH WHEREAS, AISI and FEDERATED are parties to a Shareholder Services Agreement dated October 4, 1999, (the "Agreement"); and WHEREAS, the parties now desire to modify the Agreement in order to allow AISI to make shares of certain funds available to certain separate accounts of Aetna Life Insurance and Annuity Company ("ALIAC"), interests of which may be offered to contract holders through certain variable annuity contracts, for which AISI will perform administrative services. NOW, THEREFORE, in consideration of the premises and mutual covenants and promises expressed herein, the parties agree as follows: 1. The parties hereby agree that AISI shall be authorized to make shares of the funds covered by the Agreement available for purchase by Variable Annuity Accounts B, C, D and F of ALIAC, subject to the terms, including compensation to be paid to AISI for such services, of the Agreement. 2. In the event that there is any conflict between the terms of this First Amendment and the Agreement it is the intention of the parties hereto that the terms of this First Amendment shall control, and the Agreement shall be interpreted on that basis. To the extent that the provisions of the Agreement have not been amended by this First Amendment, the parties hereto confirm and ratify the Agreement. IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date first written. AETNA INVESTMENT SERVICES, INC. By: /s/ Laurie M. LeBlanc ------------------------------------- Name: Laurie M. LeBlanc Title: Pursuant to a Delegation of Authority Dated August 12, 1998 ------------------------------------- FEDERATED ADMINISTRATIVE SERVICES By: /s/ John Sheehan ------------------------------------- Name: John Sheehan Title: Vice President EX-99.B9 9 a2031962zex-99_b9.txt EXHIBIT 99-B.9 Ex-99-B.9 [AETNA LOGO] [AETNA LETTERHEAD] Aetna Inc. 151 Farmington Avenue Hartford, CT 06156-8975 JULIE E. ROCKMORE Counsel AFS Law, TS31 December 13, 2000 (860) 273-4686 Fax: (860) 273-0385 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 RE: AETNA LIFE INSURANCE AND ANNUITY COMPANY AND ITS VARIABLE ANNUITY ACCOUNT C POST-EFFECTIVE AMENDMENT NO. 23 TO REGISTRATION STATEMENT ON FORM N-4 PROSPECTUS TITLE: MULTIPLE SPONSORED RETIREMENT OPTIONS 403(b), 457, 401(a) and 401(k) FILE NOS.: 333-01107* and 811-2513 Dear Sir or Madam: The undersigned serves as counsel to Aetna Life Insurance and Annuity Company, a Connecticut life insurance company (the "Company"). It is my understanding that the Company, as depositor, has registered an indefinite amount of securities (the "Securities") under the Securities Act of 1933 (the "Securities Act") as provided in Rule 24f-2 under the Investment Company Act of 1940 (the "Investment Company Act"). In connection with this opinion, I or those for whom I have supervisory responsibility, have reviewed the N-4 Registration Statement, as amended to the date hereof, and this Post-Effective Amendment No. 23 (the "Registration Statement"). I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, trust records and other instruments I have deemed necessary or appropriate for the purpose of rendering this opinion. For purposes of such examination, I have assumed the genuineness of all signatures on original documents and the conformity to the original of all copies. - -------- * Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has included a combined prospectus under this Registration Statement which includes all the information which would currently be required in a prospectus relating to the securities covered by the following earlier Registration Statements: 33-88720; 33-75964 (which had included a combined prospectus for earlier Registration Statements: 33-75958, 33-75960, and 33-75994); 33-75986 (which had included a combined prospectus for earlier Registration Statements: 33-75970, 33-75954, and 33-75956); 33-75982 (which had included a combined prospectus for earlier Registration Statements: 33-75968, 33-75966, 33-75990, and the individual deferred compensation contracts covered by Registration Statement No. 33-75992); and 33-91846 (which had included a combined prospectus for earlier Registration Statement: 33-75976). I am admitted to practice law in Connecticut, and do not purport to be an expert on the laws of any other state. My opinion herein as to any other law is based upon a limited inquiry thereof which I have deemed appropriate under the circumstances. Based upon the foregoing, and, assuming the Securities are sold in accordance with the provisions of the prospectus, I am of the opinion that the Securities being registered will be legally issued and will represent binding obligations of the Company. I consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, /s/ Julie E. Rockmore Julie E. Rockmore Counsel EX-99.B10 10 a2031962zex-99_b10.txt EXHIBIT 99-B.10 EX-99.B.10 CONSENT OF INDEPENDENT AUDITORS The Board of Directors of Aetna Life Insurance and Annuity Company and Contractholders of Aetna Variable Annuity Account C: We consent to the use of our report dated February 3, 2000, relating to the financial statements of the Aetna Variable Annuity Account C and our report dated February 7, 2000, relating to the consolidated financial statements of Aetna Life Insurance and Annuity Company, which are incorporated by reference in its Amendment no. 23 to Registration Statement on Form N-4 (File No. 333-01107). /s/ KPMG LLP Hartford, Connecticut December 13, 2000
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