As filed with the Securities and Exchange Registration No. 33-88720
Commission on June 28, 1996 Registration No. 811-2513
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. __ [ ]
Post-Effective Amendment No. 3 [X]
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, RE4C, Hartford, Connecticut 06156
---------------------------------------------------------------
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code: (860) 273-7834
Susan E. Bryant, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, RE4C, Hartford, Connecticut 06156
--------------------------------------------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (Check appropriate space):
_____ immediately upon filing pursuant to paragraph (b) of Rule 485
_____ on (date) pursuant to paragraph (b) of Rule 485
__X__ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
_____ on (date) pursuant to paragraph (a)(1) of Rule 485
If appropriate, check the following box:
_____ This post-effective amendment designates a new effective date for a
previously filed Post-Effective Amendment.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
registered an indefinite number of securities under the Securities Act of 1933.
Registrant filed a Rule 24f-2 Notice for the fiscal year ended December 31, 1995
on February 29, 1996.
<TABLE>
<CAPTION>
<S> <C> <C>
VARIABLE ANNUITY ACCOUNT C
CROSS REFERENCE SHEET
Location - Prospectus dated
Form N-4 PART A May 1, 1996, as amended by
Item No. (Prospectus) Supplement dated June 21,
1996
1 Cover Page............................... Cover Page
2 Definitions.............................. Definitions
3 Synopsis or Highlights................... Prospectus Summary; Fee
Table and as amended
4 Condensed Financial Information.......... Condensed Financial
Information
5 General Description of Registrant,
Depositor, and Portfolio Companies....... The Company; Variable
Annuity Account C; The
Funds
6 Deductions and Expenses.................. Charges and Deductions;
Distribution
7 General Description of Variable
Annuity Contracts........................ Purchase; Miscellaneous
8 Annuity Period........................... Annuity Period
9 Death Benefit............................ Death Benefit During
Accumulation Period; Death
Benefit Payable During the
Annuity Period
10 Purchases and Contract Value............. Purchase; Contract Valuation
11 Redemptions.............................. Right to Cancel; Withdrawals
12 Taxes.................................... Tax Status
13 Legal Proceedings....................... Miscellaneous - Legal
Matters and Proceedings
14 Table of Contents of the Statement
of Additional Information................ Contents of the Statement of
Additional Information
Form N-4 PART B
Item No. (Statement of Additional Information) Location
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
22 Annuity Payments......................... Annuity Payments
23 Financial Statements..................... Financial Statements
</TABLE>
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 and the Statement of Additional Information are incorporated into
Part A and Part B of this Post-Effective Amendment No. 3, respectively, by
reference to Post-Effective Amendment No. 1 to the Registration Statement on
Form N-4 (File No. 33-88720), as filed electronically on April 22, 1996 and by
reference to a Supplement dated June 21, 1996 contained in Post-Effective
Amendment No. 2 to the Registration Statement on Form N-4 (File No. 33-88720),
as filed electronically on June 21, 1996.
VARIABLE ANNUITY ACCOUNT C
Aetna Life Insurance and Annuity Company
Supplement Dated _____________, 1996
to Prospectus Dated May 1, 1996
as amended by
Supplement Dated June 21, 1996
This supplement describes Series C of Aetna GET Fund (GET C), an investment
option which may be available under the contract described by the prospectus to
which this supplement is attached (Contract) and a guarantee offered by Aetna
Life Insurance and Annuity Company (Aetna) in connection with investments in GET
C.
AETNA GET FUND - Series C
GET C seeks to achieve maximum total return without compromising a minimum
targeted rate of return by participating in favorable equity market performance
during a Guaranteed Period. GET C shares will be offered for a limited time
period (Offering Period). Aetna reserves the right to reject amounts of less
than $5,000 transferred to GET C. Aetna is the investment adviser to GET C.
Aeltus Investment Management, Inc. is the sub-adviser to GET C.
THE GET FUND GUARANTEE
GET C will mature in five years (Maturity Date), which will end the Guaranteed
Period for GET C. Aetna guarantees that the value of a GET C accumulation unit
on the Maturity Date will not be less than the value of a GET C accumulation
unit at the beginning of the Guaranteed Period. If necessary, Aetna will
transfer funds from its General Account to GET C to offset any shortfall. THIS
GUARANTEE DOES NOT APPLY TO WITHDRAWALS OR TRANSFERS MADE BEFORE THE
MATURITY DATE. Such withdrawals or transfers are made at the actual accumulation
unit value on the date of the transaction. The Guarantee does not cover any
annual account maintenance fee.
GET C is only available as an investment option during the accumulation period.
GET C should not be selected if annuity payments or other withdrawals or
transfers from GET C are expected to begin prior to the Maturity Date.
Participants must transfer any portion of the value of their Contract (Contract
Value) held in GET C to another investment option before an annuity option is
elected.
Prior to the Maturity Date, Aetna will send a notice to each contract
owner/participant with amounts in GET C advising them of the Maturity Date and
that another investment option must be elected. If no such election is made,
on the Maturity Date Aetna will transfer the portion of the Contract Value
based on GET C to another available series of GET Fund. If no GET Fund series
is available, 50% of the Contract Value from GET C will be transferred to
Aetna Variable Fund, a growth and income fund. The remaining 50% of the
Contract Value from GET C will be transferred to Aetna Income Shares, a bond
fund. The transfers would be made during the next valuation period.
The following information supplements the Fee Table contained in the Prospectus.
AETNA GET FUND SERIES C ANNUAL EXPENSES
(As a percentage of average net assets)
<TABLE>
<CAPTION>
<S> <C>
Management Fee .60%*
(Investment Advisory Fee)
Other Expenses
(Administrative Services) ** .15%
-----
Total GET Fund Series C Annual Expenses .75%
<FN>
* 0.25% during the Offering Period. Thereafter, a management fee at an annual
rate of 0.60% will apply during the Guaranteed Period.
** Administrative Services includes all other expenses of GET C.
</TABLE>
See the prospectus for GET C for a more complete description of the
fund, including charges and expenses.
SEPARATE ACCOUNT ANNUAL EXPENSES
(As an annual percentage of average net asset value. The daily equivalent is
deducted from the GET C Subaccount of the Separate Account.)
<TABLE>
<CAPTION>
<S> <C>
During the Accumulation Period:
Mortality and Expense Risk Charge 0.95%
GET Guarantee Charge (deducted daily during the Guaranteed Period) 0.25%
Administrative Expense Charge. We currently do not
impose an Administrative Expense Charge. However,
we reserve the right to deduct a daily charge from
the Subaccounts equivalent on an annual basis
to not more than 0.25% 0.00%
-----
Total Separate Account Annual Expenses 1.20%
See the Contract Prospectus for charges during the annuity period.
</TABLE>
HYPOTHETICAL ILLUSTRATION (Example) - Aetna GET Fund Series C
THIS EXAMPLE IS PURELY HYPOTHETICAL. IT SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OR EXPECTED RETURN. ACTUAL EXPENSES
AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW.
The following Examples illustrate the expenses that would have been paid
assuming a $1,000 investment in the GET C Subaccount of the Contract and a 5%
return on assets.
<TABLE>
<CAPTION>
Example A Example B
If you withdraw your entire Account Value at If you do not withdraw your Account Value, or
the end of the periods shown, you would pay if you annuitize at the end of the periods
the following expenses, including any shown, you would pay the following expenses
applicable deferred sales charge: or (no deferred sales charge is reflected):*
<S> <C> <C> <C> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
------ ------- ------- -------- ------ ------- ------- --------
$-------- $-------- $-------- $-------- $-------- $-------- $-------- $--------
<FN>
* This Example would not apply if a nonlifetime variable annuity option is
selected, and a lump-sum settlement is requested within three years after
annuity payments start since the lump-sum payment will be treated as a
withdrawal during the Accumulation Period and will be subject to any deferred
sales charge that would then apply. (Refer to Example A.)
</TABLE>
VARIABLE ANNUITY ACCOUNT C
PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
(1) Included in Part A (which is incorporated by reference to
Post-Effective Amendment No. 1 to the Registration Statement
on Form N-4 (File No. 33-88720) as filed electronically on
April 22, 1996):
Condensed Financial Information
(2) Included in Part B (which is incorporated by reference to
Post-Effective Amendment No. 1 to the Registration Statement
on Form N-4 (File No. 33-88720) as filed electronically on
April 22, 1996):
Financial Statements of Variable Annuity Account C:
- Independent Auditors' Report
- Statement of Assets and Liabilities as of December 31, 1995
- Statement of Operations for the year ended December 31,
1995
- Statements of Changes in Net Assets for the years ended
December 31, 1995 and 1994
- Notes to Financial Statements
Financial Statements of the Depositor:
- Independent Auditors' Report
- Consolidated Statements of Income for the years ended
December 31, 1995, 1994 and 1993
- Consolidated Balance Sheets as of December 31, 1995 and 1994
- Consolidated Statements of Changes in Shareholder's Equity
for the years ended December 31, 1995, 1994 and 1993
- Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993
- 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) Form of Broker-Dealer Agreement(2)
(3.2) Alternative Form of Wholesaling Agreement and related Selling
Agreement(2)
(4.1) Form of Variable Annuity Contract (G-CDA-HF)(3)
(4.2) Form of Variable Annuity Contract (GLID-CDA-HO)(4)
(4.2a) Endorsement E3K5DC96 to Variable Annuity Contract
GLID-CDA-HO(5)
(4.2b) Endorsement EMETHO96 to Variable Annuity Contract GLID-CDA-HO
(4.2c) Endorsement ENEMHF96 to Variable Annuity Contract G-CDA-HF
(5) Form of Variable Annuity Contract Application (300-GTD-IA)(6)
(6) Certification of Incorporation and By-Laws of Depositor(7)
(7) Not applicable
(8.1) Fund Participation Agreement (Amended and Restated) between
Aetna Life Insurance and Annuity Company, Alger American Fund
and Fred Alger Management, Inc. dated March 31, 1995(2)
(8.2) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Calvert Asset Management Company (Calvert
Responsibly Invested Balanced Portfolio, formerly Calvert
Socially Responsible Series) dated March 13, 1989 and amended
December 27, 1993(2)
(8.3) Second Amendment dated January 1, 1996 to Fund Participation
Agreement between Aetna Life Insurance and Annuity Company and
Calvert Asset Management Company (Calvert Responsibly
Invested Balanced Portfolio, formerly Calvert Socially
Responsible Series) dated March 13, 1989 and amended
December 27, 1993.
(8.4) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Fidelity Distributors Corporation
(Variable Insurance Products Fund) dated February 1, 1994
and amended March 1, 1996(2)
(8.5) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Fidelity Distributors Corporation (Variable
Insurance Products Fund II) dated February 1, 1994 and amended
March 1, 1996(2)
(8.6) Service Agreement between Aetna Life Insurance and Annuity
Company and Fidelity Investments Institutional Operations
Company dated as of November 1, 1995.
(8.7) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Franklin Advisers, Inc. dated January 31,
1989(2)
(8.8) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Janus Aspen Series dated April 19, 1994
and amended March 1, 1996(2)
(8.9) 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(2)
(8.10) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Advisers Management Trust (now Neuberger &
Berman Advisers Management Trust) dated April 14, 1989 and as
assigned and modified on May 1, 1995(2)
(8.11) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Scudder Variable Life Investment Fund dated
April 27, 1992 and amended February 19, 1993 and August 13,
1993(2)
(8.12) Amendment dated as of February 20, 1996 to Fund Participation
Agreement between Aetna Life Insurance and Annuity Company and
Scudder Variable Life Investment Fund dated April 27, 1992 as
amended February 19, 1993 and August 13, 1993
(8.13) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company, Investors Research Corporation and TCI
Portfolios, Inc. dated July 29, 1992 and amended December 22,
1992 and June 1, 1994(2)
(9) Opinion of Counsel (8)
(10.1) Consent of Independent Auditors
(10.2) Consent of Counsel
(11) Not applicable
(12) Not applicable
(13) Computation of Performance Date(9)
(14) Not applicable
(15.1) Powers of Attorney(10)
(15.2) Authorization for Signatures(2)
(27) Financial Data Schedule(5)
1. Incorporated by reference to Post-Effective Amendment No. 6 to
Registration Statement on Form N-4 (File No. 33-75986), as filed electronically
on April 22, 1996.
2. Incorporated by reference to Post-Effective Amendment No. 5 to
Registration Statement on Form N-4 (File No. 33-75986), as filed electronically
on April 12, 1996.
3. Incorporated by reference to Post-Effective Amendment No. 3 to
Registration Statement on Form N-4 (File No. 33-75964), as filed on February 24,
1995.
4. Incorporated by reference to Pre-Effective Amendment No. 1 to
Registration Statement on Form N-4 (File No. 33-88722), as filed electronically
on November 30, 1995.
5. Incorporated by reference to Post-Effective Amendment No. 1 to
Registration Statement on Form N-4 (File No. 33-88720), as filed electronically
on April 22, 1996.
6. Incorporated by reference to Post-Effective Amendment No. 3 to
Registration Statement on Form N-4 (File No. 33-75982), as filed on February 24,
1995.
7. Incorporated by reference to Post-Effective Amendment No. 1 to
Registration Statement on Form S-1 (File No. 33-60477), as filed electronically
on April 15, 1996.
8. Incorporated by reference to Registrant's 24f-2 Notice for fiscal year
ended December 31, 1995, as filed electronically on February 29, 1996.
9. Incorporated by reference to Pre-Effective Amendment No. 1 to
Registration Statement on Form N-4 (File No. 33-88720), as filed electronically
on November 30, 1995.
10. Incorporated by reference to Post-Effective Amendment No. 3 to
Registration Statement on Form N-4 (File No. 33-75974), as filed electronically
on April 9, 1996.
Item 25. Directors and Officers of the Depositor
<TABLE>
<CAPTION>
<S> <C>
Name and Principal
Business Address* Positions and Offices with Depositor
- ----------------------- ------------------------------------
Daniel P. Kearney Director and President
Timothy A. Holt Director, Senior Vice President and Chief
Financial Officer
Christopher J. Burns Director and Senior Vice President
Laura R. Estes Director and Senior Vice President
Gail P. Johnson Director and Vice President
John Y. Kim Director and Senior Vice President
Shaun P. Mathews Director and Vice President
Glen Salow Director and Vice President
Creed R. Terry Director and Vice President
Eugene M. Trovato Vice President and Treasurer, Corporate Controller
Zoe Baird Senior Vice President and General Counsel
Diane Horn Vice President and Chief Compliance Officer
Susan E. Schechter Corporate Secretary and Counsel
<FN>
* The principal business address of all directors and officers listed is 151
Farmington Avenue, Hartford, Connecticut 06156.
</TABLE>
Item 26. Persons Controlled by or Under Common Control with the Depositor
or Registrant
Incorporated herein by reference to Item 25 of Post-Effective Amendment No. 41
to the Registration Statement on Form N-1A (File No. 2-53038), as filed
electronically on June 7, 1996.
Item 27. Number of Contract Owners
As of May 31, 1996, there were 581,139 individuals holding interests in variable
annuity contracts funded through Variable Annuity Account C.
Item 28. Indemnification
Reference is hereby made to Section 33-320a of the Connecticut General Statutes
("C.G.S.") regarding indemnification of directors and officers of Connecticut
corporations. The statute provides in general that Connecticut corporations
shall indemnify their officers, directors, employees, agents, and certain other
defined individuals against judgments, fines, penalties, amounts paid in
settlement and reasonable expenses actually incurred in connection with
proceedings against the corporation. The corporation's obligation to provide
such indemnification does not apply unless (1) the individual is successful on
the merits in the defense of any such proceeding; or (2) a determination is made
(by a majority of the board of directors not a party to the proceeding by
written consent; by independent legal counsel selected by a majority of the
directors not involved in the proceeding; or by a majority of the shareholders
not involved in the proceeding) that the individual acted in good faith and in
the best interests of the corporation; or (3) the court, upon application by the
individual, determines in view of all the circumstances that such person is
reasonably entitled to be indemnified.
C.G.S. Section 33-320a provides an exclusive remedy: a Connecticut corporation
cannot indemnify a director or officer to an extent either greater or less than
that authorized by the statute, e.g., pursuant to its certificate of
incorporation, bylaws, or any separate contractual arrangement. However, the
statute does specifically authorize a corporation to procure indemnification
insurance to provide greater indemnification rights. The premiums for such
insurance may be shared with the insured individuals on an agreed basis.
Consistent with the statute, Aetna Life and Casualty Company has procured
insurance from Lloyd's of London and several major United States excess insurers
for its directors and officers and the directors and officers of its
subsidiaries, including the Depositor, which supplements the indemnification
rights provided by C.G.S. Section 33-320a to the extent such coverage does not
violate public policy.
Item 29. Principal Underwriter
(a) In addition to serving as the principal underwriter for the Registrant,
Aetna Life Insurance and Annuity Company (ALIAC) also acts as the principal
underwriter for Aetna Variable Encore Fund, Aetna Variable Fund, Aetna Series
Fund, Inc., Aetna Generation Portfolios, Inc., Aetna Income Shares, Aetna
Investment Advisers Fund, Inc., Aetna GET Fund, Aetna Variable Portfolios,
Inc. (all registered investment companies), Variable Life Account B and
Variable Annuity Accounts B and G (separate accounts of ALIAC registered as unit
investment trusts), and Variable Annuity Account I (a separate account of Aetna
Insurance Company of America registered as a unit investment trust).
Additionally, ALIAC is the investment adviser for the above-listed registered
investment companies. ALIAC is also the depositor of Variable Life Account B
and Variable Annuity Accounts B, C and G.
(b) See Item 25 regarding the Depositor.
(c) Compensation as of December 31, 1995:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(1) (2) (3) (4) (5)
Name of Net Underwriting Compensation
Principal Discounts and on Redemption Brokerage
Underwriter Commissions or Annuitization Commissions Compensation*
- ----------- ---------------- ---------------- ----------- ------------
Aetna Life Insurance $1,830,629 $74,341,006
and Annuity Company
<FN>
* Compensation shown in column 5 includes deductions for mortality and
expense risk guarantees and contract charges assessed to cover costs incurred in
the sales and administration of the contracts issued under Variable Annuity
Account C.
</TABLE>
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) 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.
SIGNATURES
As required by the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, the Registrant, Variable Annuity Account C of Aetna Life
Insurance and Annuity Company, has caused this Post-Effective Amendment No. 3 to
its Registration Statement on Form N-4 (File No. 33-88720) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hartford,
State of Connecticut, on the 28th day of June, 1996.
<TABLE>
<CAPTION>
<S> <C>
VARIABLE ANNUITY ACCOUNT C OF AETNA
LIFE INSURANCE AND ANNUITY COMPANY
(Registrant)
By: AETNA LIFE INSURANCE AND ANNUITY COMPANY
(Depositor)
By: Daniel P. Kearney*
-------------------------------
Daniel P. Kearney
President
</TABLE>
As required by the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 3 to the Registration Statement on Form N-4 (File No. 33-88720)
has been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
- --------------------------- ---------------------------- -------------
Daniel P. Kearney* Director and President June 28, 1996
- --------------------------- -------------
Daniel P. Kearney (principal executive officer) Date
Timothy A. Holt* Director and Chief Financial June 28, 1996
- --------------------------- -------------
Timothy A. Holt Officer Date
Christopher J. Burns* Director June 28, 1996
- --------------------------- -------------
Christopher J. Burns Date
Laura R. Estes* Director June 28, 1996
- --------------------------- -------------
Laura R. Estes Date
Gail P. Johnson* Director June 28, 1996
- --------------------------- -------------
Gail P. Johnson Date
John Y. Kim* Director June 28, 1996
- --------------------------- -------------
John Y. Kim Date
Shaun P. Mathews* Director June 28, 1996
- --------------------------- -------------
Shaun P. Mathews Date
Glen Salow* Director June 28, 1996
- ---------------------------- -------------
Glen Salow Date
Creed R. Terry* Director June 28, 1996
- --------------------------- -------------
Creed R. Terry Date
Eugene M. Trovato* Vice President and Treasurer, June 28, 1996
- --------------------------- -------------
Eugene M. Trovato Corporate Controller Date
</TABLE>
By:
/S/SUSAN E. BRYANT
- --------------------------
Susan E. Bryant
* Attorney-in-Fact
VARIABLE ANNUITY ACCOUNT C
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit No. Exhibit Page
- ------------ --------------------------------------------------- -----
99-B.1 Resolution of the Board of Directors of Aetna Life *
Insurance and Annuity Company establishing Variable
Annuity Account C
99-B.3.1 Form of Broker-Dealer Agreement *
99-B.3.2 Alternative Form of Wholesaling Agreement and related *
Selling Agreement
99-B.4.1 Form of Variable Annuity Contract (G-CDA-HF) *
99-B.4.2 Form of Variable Annuity Contract (GLID-CDA-HO) *
99-B.4.2(a) Endorsement E3K5DC96 to Variable Annuity Contract *
GLID-CDA-HO
99-B.4.2(b) Endorsement EMETHO96 to Variable Annuity Contract _____
GLID-CDA-HO
99-B.4.2(c) Endorsement ENEMHF96 to Variable Annuity Contract _____
G-CDA-HF
99-B.5 Form of Variable Annuity Contract Application *
(300-GTD-IA)
99-B.6 Certification of Incorporation and By-Laws of Depositor *
99-B.8.1 Fund Participation Agreement (Amended and Restated) *
between Aetna Life Insurance and Annuity Company,
Alger American Fund and Fred Alger Management, Inc.
dated March 31, 1995
99-B.8.2 Fund Participation Agreement between Aetna Life *
Insurance and Annuity Company and Calvert Asset
Management Company (Calvert Responsibly Invested
Balanced Portfolio, formerly Calvert Socially
Responsible Series) dated March 13, 1989 and amended
December 27, 1993
99-B.8.3 Second Amendment dated January 1, 1996 to Fund _____
Participation Agreement between Aetna Life Insurance
and Annuity Company and Calvert Asset Management
Company (Calvert Responsibly Invested Balanced
Portfolio, formerly Calvert Socially Responsible
Series) dated March 13, 1989 and amended December 27,
1993
<FN>
* Incorporated by reference
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
99-B.8.4 Fund Participation Agreement between Aetna Life *
Insurance and Annuity Company and Fidelity
99-B.8.5 Fund Participation Agreement between Aetna Life *
Insurance and Annuity Company and Fidelity Distributors
Corporation (Variable Insurance Products Fund II) dated
February 1, 1994 and amended March 1, 1996
99-B.8.6 Service Agreement between Aetna Life Insurance and _____
Annuity Company and Fidelity Investments Institutional
Operations Company dated November 1, 1995
99-B.8.7 Fund Participation Agreement between Aetna Life *
Insurance and Annuity Company and Franklin Advisers,
Inc. dated January 31, 1989
99-B.8.8 Fund Participation Agreement between Aetna Life *
Insurance and Annuity Company and Janus Aspen Series
dated April 19, 1994 and amended March 1, 1996
99-B.8.9 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
99-B.8.10 Fund Participation Agreement between Aetna Life *
Insurance and Annuity Company and Advisers Management
Trust (now Neuberger & Berman Advisers Management
Trust) dated April 14, 1989 and as assigned and
modified on May 1, 1995
99-B.8.11 Fund Participation Agreement between Aetna Life *
Insurance and Annuity Company and Scudder Variable Life
Investment Fund dated April 27, 1992 and amended
February 19, 1993 and August 13, 1993
99-B.8.12 Amendment dated as of February 20, 1996 to Fund _____
Participation Agreement between Aetna Life Insurance and
Annuity Company and Scudder Variable Life Investment Fund
dated April 27, 1992 and amended February 1, 1993 and
August 13, 1993
99-B.8.13 Fund Participation Agreement between Aetna Life *
Insurance and Annuity Company, Investors Research
Corporation and TCI Portfolios, Inc. dated July 29,
1992 and amended December 22, 1992 and June 1, 1994
99-B.9 Opinion of Counsel *
99-B.10.1 Consent of Independent Auditors _____
<FN>
* Incorporated by reference
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
99-B.10.2 Consent of Counsel _____
99-B.13 Computation of Performance Data *
99-B.15.1 Powers of Attorney *
99-B.15.2 Authorization for Signatures *
27 Financial Data Schedule *
<FN>
* Incorporated by reference
</TABLE>
Aetna Life Insurance and Annuity Company
ENDORSEMENT
The Contract is hereby endorsed as follows:
Delete Section 2.a) of Endorsement form EAMAR-HD and replace it with the
following language:
a) Delete the paragraph entitled Deductions From The Separate Account and
The Funds on the SPECIFICATIONS page and replace it with the following:
Deductions From The Separate Account - There will be deductions for
mortality and expense risks and administrative fees. If the dollar amounts of
Variable Annuity payments are not to decrease, Aetna must earn a gross return on
the assets of the Separate Account of:
4.75% on an annual basis, plus an annual return of up to .25 % needed
to offset the administrative charge set at the time annuity payments
commenced, if an Assumed Annual Net Return Rate of 3.5% is chosen:
or,
6.25% on an annual basis, plus an annual return of up to .25% needed to
offset the administrative charge set at the time annuity payments
commenced, if an Assumed Annual Net Return Rate of 5% is chosen.
Delete the entire Section entitled Change of Contract by Aetna and replace it
with the following:
Aetna and the Owner may mutually agree to change the terms of this
Contract. Any such change will not affect the amount or terms of any Annuity
which began prior to such change. Otherwise, as mutually agreed to by Aetna and
the Owner, changes may apply to all Participants covered under this Contract. If
the Owner and Aetna fail to agree to changes to the Contract proposed by Aetna
which apply to new Participants after the effective date of change, Aetna
reserves the right to stop accepting new deposits under the Contract. This
Contract is also subject to change as may be necessary to comply with federal or
state laws without the consent of the Owner.
Delete Section 2.b) of Endorsement form EAMAR-HD and replace it with the
following language:
b) Delete the paragraph under the section titled Investment Increment
Factors - Separate Account and insert the following:
Investment Increment Factors are those items used to determine a Fund's Net
Return Factor for each valuation period. The Net Return Factors are used to
compute all Separate Account values and payments for any Fund.
The Net Return Factor for each Fund is equal to 1.000000 plus the Net
Return Rate.
The Net Return Rate is equal to:
(a) The value of the shares of the Fund held by the Separate Account at
the end of a Valuation Period; minus
(b) the value of the shares of the Fund held by the Separate Account at
the start of the Valuation Period; plus or minus
(c) taxes (or reserves for taxes on the Separate Account (if any));
divided by
(d) the total value of the Fund Record Units and Fund Annuity Units of
the Separate Account at the start of the Valuation Period: minus
(e) a daily actuarial charge at an annual rate of 0.95% during the
accumulation phase and 1.25% during the annuity phase for annuity mortality and
expense risks and profit; and a daily administrative charge which will not
exceed .25% during the accumulation phase and a daily administrative charge
which will not exceed .25% during the annuity phase.
A Net Return Rate may be more or less than 0.
The value of a share of the Fund is equal to the net assets of the Fund
divided by the number of shares outstanding.
The administrative charge may be changed annually except for amounts which
have been used to purchase an annuity. This charge will not exceed .25%.
Delete the Annuity Tables under the Section entitled Annuity Provisions and
replace with the following Tables:
Payments for a Stated Period of Time
Amount of First Monthly Payment for Each $1,000
After Deduction of any Charge for Premium Taxes
Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Guaranteed Monthly Quarterly Semi-Annual Annual
Years Rate Payment Payment Payment Payment
- ------ ---------- ------- --------- ----------- -------
5 3.00% $17.91 $53.59 $106.78 $211.99
6 3.00% 15.14 45.30 90.27 179.22
7 3.00% 13.16 39.39 78.49 155.83
8 3.00% 11.68 34.96 69.66 138.31
9 3.00% 10.53 31.52 62.81 124.69
10 3.00% 9.61 28.77 57.33 113.82
11 3.00% 8.86 26.52 52.85 104.93
12 3.00% 8.24 24.65 49.13 97.54
13 3.00% 7.71 23.08 45.98 91.29
14 3.00% 7.26 21.73 43.29 85.95
15 3.00% 6.87 20.56 40.96 81.33
16 3.00% 6.53 19.54 38.93 77.29
17 3.00% 6.23 18.64 37.14 73.74
18 3.00% 5.96 17.84 35.56 70.59
19 3.00% 5.73 17.13 34.14 67.78
20 3.00% 5.51 16.50 32.87 65.26
21 3.00% 5.32 15.92 31.72 62.98
22 3.00% 5.15 15.40 30.68 60.92
23 3.00% 4.99 14.92 29.74 59.04
24 3.00% 4.84 14.49 28.88 57.33
25 3.00% 4.71 14.09 28.08 55.76
26 3.00% 4.59 13.73 27.36 54.31
27 3.00% 4.47 13.39 26.68 52.97
28 3.00% 4.37 13.08 26.06 51.74
29 3.00% 4.27 12.79 25.49 50.60
30 3.00% 4.18 12.52 24.95 49.53
</TABLE>
Payments for a Stated Period of Time
Amount of First Monthly Payment for Each $1,000
After Deduction of any Charge for Premium Taxes
Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Monthly Quarterly Semi-Annual Annual
Years Payment Payment Payment Payment
- ------ ---------- --------- ----------- --------
5 $18.12 $54.19 $107.92 $213.99
6 15.35 45.92 91.44 181.32
7 13.38 40.01 79.69 158.01
8 11.90 35.59 70.88 140.56
9 10.75 32.16 64.05 127.00
10 9.83 29.42 58.59 116.18
11 9.09 27.18 54.13 107.34
12 8.46 25.32 50.42 99.98
13 7.94 23.75 47.29 93.78
14 7.49 22.40 44.62 88.47
15 7.10 21.24 42.31 83.89
16 6.76 20.23 40.29 79.89
17 6.47 19.34 38.51 76.37
18 6.20 18.55 36.94 73.25
19 5.97 17.85 35.54 70.47
20 5.75 17.22 34.28 67.98
21 5.56 16.65 33.15 65.74
22 5.39 16.13 32.13 63.70
23 5.24 15.66 31.19 61.85
24 5.09 15.24 30.34 60.17
25 4.96 14.85 29.56 58.62
26 4.84 14.49 28.85 57.20
27 4.73 14.15 28.19 55.90
28 4.63 13.85 27.58 54.69
29 4.53 13.57 27.02 53.57
30 4.45 13.30 26.49 52.53
</TABLE>
Payments for a Stated Period of Time
Amount of First Monthly Payment for Each $1,000
After Deduction of any Charge for Premium Taxes
Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Monthly Quarterly Semi-Annual Annual
Years Payment Payment Payment Payment
- ------ ---------- --------- ----------- -------
5 $18.74 $56.00 $111.33 $219.98
6 15.99 47.77 94.96 187.64
7 14.02 41.90 83.30 164.59
8 12.56 37.52 74.58 147.35
9 11.42 34.11 67.81 133.99
10 10.51 31.40 62.42 123.34
11 9.77 29.19 58.03 114.66
12 9.16 27.36 54.38 107.45
13 8.64 25.81 51.31 101.39
14 8.20 24.50 48.69 96.21
15 7.82 23.36 46.44 91.75
16 7.49 22.37 44.47 87.88
17 7.20 21.51 42.75 84.48
18 6.94 20.74 41.23 81.47
19 6.71 20.06 39.88 78.80
20 6.51 19.46 38.68 76.42
21 6.33 18.91 37.59 74.28
22 6.17 18.42 36.62 72.35
23 6.02 17.98 35.73 70.61
24 5.88 17.57 34.93 69.02
25 5.76 17.20 34.20 67.57
26 5.65 16.87 33.53 66.25
27 5.54 16.56 32.92 65.04
28 5.45 16.28 32.35 63.93
29 5.36 16.01 31.83 62.90
30 5.28 15.77 31.35 61.95
</TABLE>
Life Income
Amount of First Monthly Payment for Each $1,000
After Deduction of any Charge for Premium Taxes
Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%
Payments Guaranteed for a Stated Period of Months
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Adjusted Age of
Annuitant None 60 120 180 240
- --------------- ---- -- --- --- ---
50 $ 4.05 $ 4.05 $ 4.03 $ 3.99 $ 3.93
51 4.12 4.11 4.09 4.05 3.99
52 4.19 4.19 4.16 4.11 4.04
53 4.27 4.26 4.23 4.18 4.10
54 4.35 4.34 4.31 4.25 4.16
55 4.44 4.42 4.39 4.32 4.22
56 4.53 4.51 4.47 4.40 4.29
57 4.62 4.61 4.56 4.48 4.35
58 4.72 4.71 4.65 4.56 4.42
59 4.83 4.81 4.75 4.64 4.49
60 4.95 4.93 4.86 4.73 4.55
61 5.07 5.05 5.97 4.83 4.62
62 5.20 5.17 5.08 4.92 4.69
63 5.34 5.31 5.20 5.02 4.76
64 5.49 5.45 5.33 5.12 4.83
65 5.65 5.61 5.47 5.22 4.89
66 5.82 5.77 5.61 5.33 4.96
67 6.01 5.94 5.75 5.44 5.02
68 6.20 6.13 5.91 5.54 5.08
69 6.41 6.33 6.07 5.65 5.14
70 6.64 6.54 6.23 5.76 5.19
71 6.88 6.76 6.41 5.86 5.24
72 7.14 7.00 6.59 5.97 5.28
73 7.43 7.26 6.77 6.06 5.32
74 7.73 7.53 6.96 6.16 5.35
75 8.06 7.82 7.14 6.25 5.38
</TABLE>
Rates are based on mortality from 1983 Table a.
The rates do not differ by sex.
Rates for ages not shown will be provided on request and
will be computed on a basis consistent with the
rates in the above tables.
Life Income
Amount of First Monthly Payment for Each $1,000
After Deduction of any Charge for Premium Taxes
Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%
Payments Guaranteed for a Stated Period of Months
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Adjusted Age
of Annuitant None 60 120 180 240
- ------------ ---- -- --- --- ---
50 $ 4.34 $ 4.34 $ 4.31 $ 4.27 $ 4.22
51 4.41 4.40 4.38 4.33 4.27
52 4.48 4.47 4.45 4.40 4.32
53 4.56 4.55 4.52 4.46 4.38
54 4.64 4.63 4.59 4.53 4.44
55 4.72 4.71 4.67 4.60 4.50
56 4.81 4.80 4.75 4 67 4.56
57 4.91 4.89 4.84 4.75 4.62
58 5.01 4.99 4.93 4.83 4.69
59 5.12 5.10 5.03 4.92 4.75
60 5.23 5.21 5.13 5.00 4.82
61 5.36 5.33 5.24 5.09 4.88
62 5.49 5.45 5.35 5.19 4.95
63 5.63 5.59 5.47 5.28 5.02
64 5.78 5.73 5.60 5.38 5.08
65 5.94 5.89 5.73 5.48 5.15
66 6.11 6.05 5.87 5.58 5.21
67 6.29 6.22 6.02 5.69 5.27
68 6.49 6.41 6.17 5.79 5.33
69 6.70 6.60 6.33 5.90 5.38
70 6.92 6.81 6.49 6.00 5.43
71 7.17 7.04 6.66 6.10 5.48
72 7.43 7.27 6.84 6.20 5.52
73 7.71 7.53 7.02 6.30 5.55
74 8.02 7.80 7.20 6.39 5.59
75 8.35 8.08 7.38 6.48 5.62
</TABLE>
Rates are based on mortality from 1983 Table a.
The rates do not differ by sex.
Rates for ages not shown will be provided on request and
will be computed on a basis consistent with the
rates in the above tables.
Life Income
Amount of First Monthly Payment for Each $1,000
After Deduction of any Charge for Premium Taxes
Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%
Payments Guaranteed for a Stated Period of Months
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Adjusted Age
of Annuitant None 60 120 180 240
- ------------ ---- -- --- --- ---
50 $5.26 $5.25 $5.22 $5.17 $5.11
51 5.33 5.32 5.28 5.23 5.15
52 5.40 5.38 5.34 5.29 5.20
53 5.47 5.45 5.41 5.35 5.26
54 5.54 5.53 5.48 5.41 5.31
55 5.63 5.61 5.56 5.47 5.36
56 5.71 5.69 5.63 5.54 5.42
57 5.80 5.78 5.72 5.61 5.47
58 5.90 5.88 5.81 5.69 5.53
59 6.01 5.98 5.90 5.77 5.59
60 6.12 6.09 6.00 5.85 5.65
61 6.24 6.21 6.10 6.93 5.71
62 6.37 6.33 6.21 6.02 5.77
63 6.51 6.46 6.33 6.11 5.83
64 6.66 6.60 6.45 6.20 5.89
65 6.82 6.75 6.57 6.30 5.95
66 6.99 6.91 6.71 6.39 6.01
67 7.17 7.08 6.85 6.49 6.06
68 7.36 7.27 6.99 6.59 6.12
69 7.57 7.46 7.15 6.69 6.17
70 7.80 7.67 7.30 6.78 6.21
71 8.05 7.89 7.47 6.88 6.25
72 8.31 8.13 7.64 6.97 6.29
73 8.59 8.38 7.81 7.06 6.33
74 8.90 8.64 7.99 7.15 6.36
75 9.23 8.93 8.16 7.23 6.38
</TABLE>
Rates are based on mortality from 1983 Table a.
The rates do not differ by sex.
Rates for ages not shown will be provided on request and
will be computed on a basis consistent with the
rates in the above tables.
Life Income for Two Payees
Amount of First Monthly Payment for Each $1,000
After Deduction of any Charge for Premium Taxes
Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%
Payments Guaranteed for a Stated Period of Months
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Adjusted Ages
- -------- ----
Second
Annuitant Annuitant Option 4a Option 4b Option 4c Option 4d Option 4e
- --------- --------- --------- --------- ---------- --------- ---------
55 50 $3.69 $4.05 $4.27 $3.69 $4.03
55 55 3.88 4.25 4.47 3.87 4.14
55 60 3.99 4.44 4.71 3.98 4.20
60 55 3.99 4.44 4.71 3.98 4.42
60 60 4.24 4.71 4.99 4.23 4.57
60 65 4.38 4.97 5.32 4.38 4.65
65 60 4.38 4.97 5.32 4.38 4.93
65 65 4.72 5.33 5.70 4.71 5.14
65 70 4.93 5.68 6.15 4.91 5.27
70 65 4.93 5.68 6.15 4.91 5.66
70 70 5.40 6.21 6.70 5.36 5.96
70 75 5.69 6.68 7.32 5.62 6.13
75 70 5.69 6.68 7.32 5.62 6.67
75 75 6.37 7.45 8.15 6.23 7.12
75 80 6.78 8.11 8.99 6.54 7.36
</TABLE>
Rates are based on mortality from 1983 Table a.
The rates do not differ by sex.
Rates for ages not shown will be provided on request and
will be computed on a basis consistent with the
rates in the above tables.
Life Income for Two Payees
Amount of First Monthly Payment for Each $1,000
After Deduction of any Charge for Premium Taxes
Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Adjusted Ages
- -------- ----
Second
Annuitant Annuitant Option 4a Option 4b Option 4c Option 4d Option 4e
- --------- --------- --------- --------- --------- --------- ---------
55 50 $3.97 $4.35 $4.56 $3.97 $4.31
55 55 4.16 4.54 4.76 4.15 4.42
55 60 4.27 4.73 5.00 4.26 4.48
60 55 4.27 4.73 5.00 4.26 4.70
60 60 4.51 4.99 5.27 4.50 4.84
60 65 4.66 5.25 5.61 4.65 4.93
65 60 4.66 5.25 5.61 4.65 5.22
65 65 4.99 5.61 5.99 4.98 5.42
65 70 5.19 5.97 6.44 5.17 5.54
70 65 5.19 5.97 6.44 5.17 5.93
70 70 5.67 6.49 6.99 5.62 6.23
70 75 5.95 6.96 7.61 5.87 6.40
75 70 5.95 6.96 7.61 5.87 6.95
75 75 6.64 7.73 8.43 6.48 7.40
75 80 7.04 8.39 9.29 6.79 7.64
</TABLE>
Rates are based on mortality from 1983 Table a.
The rates do not differ by sex.
Rates for ages not shown will be provided on request and
will be computed on a basis consistent with the
rates in the above tables.
Life Income for Two Payees
Amount of First Monthly Payment for Each $1,000
After Deduction of any Charge for Premium Taxes
Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Adjusted Ages
- -------- ----
Second
Annuitant Annuitant Option 4a Option 4b Option 4c Option 4d Option 4e
- --------- --------- --------- --------- --------- --------- ---------
55 50 $4.88 $5.26 $5.48 $4.88 $5.23
55 55 5.04 5.44 5.66 5.04 5.32
55 60 5.15 5.63 5.91 5.14 5.38
60 55 5.15 5.63 5.91 5.14 5.59
60 60 5.37 5.87 6.16 5.37 5.72
60 65 5.52 6.14 6.51 5.51 5.80
65 60 5.52 6.14 6.51 5.51 6.10
65 65 5.83 6.49 6.87 5.82 6.29
65 70 6.04 6.84 7.34 6.00 6.41
70 65 6.04 6.84 7.34 6.00 6.81
70 70 6.49 7.35 7.87 6.44 7.08
70 75 6.77 7.84 8.51 6.68 7.25
75 70 6.77 7.84 8.51 6.68 7.81
75 75 7.45 8.60 9.33 7.27 8.25
75 80 7.86 9.28 10.20 7.57 8.49
</TABLE>
Rates are based on mortality from 1983 Table a.
The rates do not differ by sex.
Rates for ages not shown will be provided on request and
will be computed on a basis consistent with the
rates in the above tables.
Delete the Section entitled Other Terms of Annuity Options and replace it with
the following:
No choice of any Annuity Option may be made if the first payment would be
less than $20 or if the total payments in a year would be less than $100.
For purposes of calculating the guaranteed first payment of a Variable
Annuity or the payments for a Fixed Annuity, the Annuitant's and second
Annuitant's adjusted age will be used. The Annuitant's and second Annuitant's
adjusted age is his or her age as of the birthday closest to the Annuity
commencement date reduced by one year for Annuity commencement dates occurring
during the period of time from July 1, 1993 through December 31, 1999. The
Annuitant's and second Annuitant's age will be reduced by two years for Annuity
commencement dates occurring during the period of time from January 1, 2000
through December 31, 2009. The Annuitant's and second Annuitant's age will be
reduced by one additional year for Annuity commencement dates occurring in each
succeeding decade.
The Annuity purchase rates for options 4 and 5 are based on mortality from
1983 Table a.
If Fixed Annuity Options 3, 4, or 5 are chosen and Aetna's current
applicable rates at that time are larger than the rates above, the larger
payment will be made.
Endorsed and made a part of the Contract on the effective date of the Contract.
/S/ DAN KEARNEY
- -----------------------------------------
President
Aetna Life Insurance and Annuity Company
AETNA LIFE INSURANCE AND ANNUITY COMPANY
ENDORSEMENT
The Contract is hereby endorsed as follows:
Delete paragraph (e) of the section entitled NET RETURN FACTOR(S) - SEPARATE
ACCOUNT and replace it with the following language:
(e) a daily actuarial charge at an annual rate of 0.95% during the
accumulation phase and 1.25% during the annuity phase for annuity mortality and
expense risks and profit; and a daily administrative charge which will not
exceed .25% during the accumulation phase and a daily administrative charge
which will not exceed .25% during the annuity phase.
Delete the fourth paragraph of the Section entitled Fund(s) Annuity Unit Value -
Separate Account and replace it with the following language:
If Variable Annuity payments are not to decrease, Aetna must earn a gross
return on the assets of the Separate Account of:
4.75% on an annual basis, plus an annual return of up to .25 % needed to
offset the administrative charge set at the time annuity payments commence,
if an Assumed Annual Net Return Rate of 3.5% is chosen, or,
6.25% on an annual basis, plus an annual return of up to .25% needed to
offset the administrative charge set at the time annuity payments commence,
if an Assumed Annual Net Return Rate of 5% is chosen.
Endorsed and made a part of the Contract on the effective date of the Contract.
/S/ DAN KEARNEY
- -------------------------------------
President
Aetna Life Insurance and Annuity Company
Second Amendment to Agreement
This Second Amendment, executed as of the 1st day of January 1996, is by and
between Aetna Life Insurance and Annuity Company ("AETNA") and Calvert Asset
Management Company ("CALVERT").
WHEREAS, AETNA and CALVERT are parties to an Agreement dated March 13, 1989; and
amended as of December 27, 1993 (the "Agreement"), and
WHEREAS, AETNA and CALVERT now desire to modify the Agreement.
NOW THEREFORE in consideration of the premises and the mutual covenants and
promises expressed herein, the parties agree as follows:
1. Section 2.(b) of the Agreement is hereby deleted and replaced with the
following:
(b) Effective January 1, 1996, CALVERT shall pay AETNA an amount equal to
an annual rate of 0.15% of the average monthly net assets of the SERIES owned by
the AETNA separate accounts ("Marketing Fee") to be computed monthly and payable
quarterly for the following services which AETNA will provide to the SERIES:
a. responding to inquiries from owners of AETNA's variable annuity
contracts and variable life insurance policies using the SERIES as an investment
vehicle ("Contractholders") regarding the services performed by AETNA that
relate to the SERIES;
b. providing information to CALVERT and Contractholders with
respect to SERIES shares attributable to Contractholder accounts;
c. mailing and printing of shareholder communications from the
Series (such as proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to Contractholders;
d. communicating directly with Contractholders concerning the
SERIES' operations.
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of
the date first written above.
<TABLE>
<CAPTION>
<S> <C>
CALVERT ASSET MANAGEMENT COMPANY, INC.
Attest: /S/ TIMOTHY MCCABE By: /S/ WILLIAM M. TARTIKOFF
- --------------------------- ------------------------------
Timothy McCabe William M. Tartikoff
AETNA LIFE INSURANCE ANNUITY COMPANY
Attest: /S/ MARY K. JOHNSON By: /S/ LAURA R. ESTES
- ----------------------------- -------------------------------
Mary K. Johnson Laura R. Estes
</TABLE>
SERVICE AGREEMENT
This Agreement is entered into and effective as of the 1st day of November,
1995, and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY
("FIIOC") and AETNA LIFE INSURANCE AND ANNUITY COMPANY ("Company").
WHEREAS, FIIOC provides transfer agency and other services to Fidelity's
Variable Insurance Products Fund and Variable Insurance Products Fund II
(collectively "Funds"); and
WHEREAS, the services provided by FIIOC on behalf of the Funds include
responding to inquiries about the Funds, including the provision of information
about the Funds' investment objectives, investment policies, portfolio holdings,
etc.; and
WHEREAS, Company holds shares of the Funds in order to fund certain variable
annuity contracts, group annuity contracts, and/or variable life insurance
policies, the beneficial interests in which are held by individuals, plan
trustees, or others who took to Company to provide information about the Funds
similar to the information provided by FIIOC; and
WHEREAS, the Company and one or both of the Funds have entered into one or more
Participation Agreements, under which the Company agrees not to provide
information about the Funds except for information provided by the Funds or
their designees; and
WHEREAS, FIIOC and Company desire that Company be able to respond to inquiries
about the Funds from individual variable annuity owners, participants in group
annuity contracts issued by the Company, and owners and participants under
variable life insurance policies issued by the Company, and prospective
customers for any of the above; and
WHEREAS, FIIOC and Company recognize that Company's efforts in responding to
customer inquiries will reduce the burden that such inquiries would place on
FIIOC should such inquiries be directed to FIIOC.
NOW, THEREFORE, the parties do agree as follows:
1. Information to be Provided to Company. FIIOC agrees to provide to
Company, on a periodic basis, directly or through a designee, information about
the Funds' investment objectives, investment policies, portfolio holdings,
performance, etc. The content and format of such information shall be as FIIOC,
in its sole discretion, shall choose. FIIOC may change the format and/or content
of such informational reports, and the frequency with which such information is
provided. For purposes of Section 4.2 of each of the Company's Participation
Agreement(s) with the Funds, FIIOC represents that it is the designee of the
Funds, and Company may therefore use the information provided by FIIOC without
seeking additional permission from the Funds.
2. Use of Information by Company. Company may use the information provided
by FIIOC in communications to individuals, plan trustees, or others who have
legal title or beneficial interest in the annuity or life insurance products
issued by Company, and to prospective purchasers of such products or beneficial
interests thereunder. If such information is contained as part of larger pieces
of sales literature, advertising, etc., such pieces shall be furnished for
review to the Funds in accordance with the terms of the Company's Participation
Agreements with the Funds. Nothing herein shall give the Company the right to
expand upon, reformat or otherwise alter the information provided by
FIIOC. Company acknowledges that the information provided it by FIIOC may
need to be supplemented with additional qualifying information, regulatory
disclaimers, or other information before it may be conveyed to persons
outside the Company.
3. Compensation to Company. In recognition of the fact that Company
will respond to inquiries that otherwise would be handled by FIIOC, FIIOC
agrees to pay Company a quarterly fee computed as follows:
At the close of each calendar quarter, FIIOC will determine the Average
Daily Assets held in the Funds, by the Company. Average Daily Assets shall be
the sum of the daily assets for each calendar day in the quarter divided by the
number of calendar days in the quarter. The Average Daily Assets shall he
multiplied by 0.0002 (2 basis points) and that sum shall be divided by four. The
resulting number shall be the quarterly fee for that quarter, which shall be
paid to Company during the following month.
Should the Participation Agreement(s) between Company and the Fund(s) be
terminated effective before the last day of a quarter, Company shall be entitled
to a fee for that portion of the quarter during which the Participation
Agreement was still in effect, unless such termination is due to misconduct on
the part of the Company. For such a stub quarter, Average Daily Assets shall be
the sum of the daily assets for each calendar day in the quarter through and
including the date of termination of the Participation Agreement(s), divided by
the number of calendar days in that quarter for which the Participation
Agreement was in effect. Such Average Daily Assets shall be multiplied by 0.0002
(2 basis points) and that number shall be multiplied by the number of days in
such quarter that the Participation Agreement was in effect, then divided by
three hundred sixty-five. The resulting number shall be the quarterly fee for
the stub quarter, which shall be paid to Company during the following month.
4. Termination. This Agreement may be terminated by Company at any time
upon written notice to FIIOC. FIIOC may terminate this Agreement at any time
upon ninety (90) days' written notice to Company. FIIOC may terminate this
Agreement immediately upon written notice to Company (1) if required by any
applicable law or regulation, (2) if so required by action of the Fund(s) Board
of Trustees, or (3) if Company engages in any material breach of this Agreement.
This Agreement shall terminate immediately and automatically upon the
termination of Company's Participation Agreement(s) with the Funds, and in such
event no notice need be given hereunder.
5. Indemnification. Company agrees to indemnify and hold harmless FIIOC for
any misuse by Company, its affiliates, its agents, its brokers, and any persons
controlling Company, under common control with Company, or controlled by
Company, of the information provided by FIIOC under this Agreement. FIIOC agrees
to indemnify and hold harmless the Company, its affiliates, its agents, its
brokers, and any persons controlling the Company, under common control with
Company or controlled by Company, for any losses or expenses resulting from
FIIOC's provision of inaccurate information pertaining to the Funds.
6. Applicable Law. This Agreement shall be construed and the provisions
hereof interpreted under and in accordance with the laws of the Commonwealth
of Massachusetts.
7. Assignment. This Agreement may not be assigned, except that it shall
be assigned automatically to any successor to FIIOC as the Funds' transfer
agent, and any such successor shall be bound by the terms of this Agreement.
IN WITNESS WHEREOF, the parties have set their hands as of the date first
written above.
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY
By: /S/ VIRGINIA MEANY
------------------------------------
Virginia Meany
Senior Vice President
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: /S/ SHAUN P. MATHEWS
------------------------------------
Name: Shaun P. Mathews
Title: Senior Vice President
Scudder Investor Services, Inc.
Two International Place
Boston, Massachusetts 02110
February 20, 1996
Aetna Life Insurance and Annuity Company
151 Farmington Ave.
Hartford, CT 06156
Ladies and Gentlemen:
Reference is made to the Participating Contract and Policy Agreement (the
"Agreement") between Scudder Investor Services, Inc. ("SIS"), the principal
underwriter of Shares of Scudder Variable Life Investment Fund (the "Fund"), and
you with respect to the offer and sale of Participating Contracts and Policies
for which the Fund serves as a funding vehicle.
In order to reflect the new multiple class structure and addition of a Rule
12b-1 Plan with respect to Class B Shares of all Portfolios (with the exception
of the Money Market Portfolio) of the Fund, the following sections of the
Agreement are hereby amended or supplemented as follows:
(1) Section 4 of the Agreement is amended to include the following
subsection (e):
With respect to payments to be made to SIS pursuant to a Rule 12b-1 Plan for the
Fund, you will not seek reimbursement for administration and recordkeeping
services under the Fund's Rule 12b-1 Plan that have been or will be paid for by
any fees or charges imposed on owners of Participating Contracts and Policies by
a Participating Insurance Company for such services. This limitation does not,
however, apply to profits that you earn from fees and charges under
Participating Contracts and Policies for your nondistribution- related costs and
expenses, such as mortality and expense risk charges under Participating
Contracts and Policies, which profits may be available for your use to pay
distribution and other expenses incurred by you. Further, this provision does
not restrict you from receiving sales charges on purchases and redemptions,
consistent with applicable law, made under or redemption proceeds from a
Participating Contract or Policy at the same time that you are seeking
reimbursement for expenses under the Fund's Rule 12b-1 Plan.
(2) Section 5 of the Agreement is amended to include the following
subsection (c):
We shall reimburse you, subject to the minimum amounts set forth in the attached
schedule, for those distribution and shareholder servicing-related expenses that
are permitted to be paid for by the Fund under the Fund's Rule 12b-1 Plan and
for which (i) you submit documentation, as may be requested by us or by the
Fund's Board of Trustees, and (ii) we receive payment for such expenses from the
Fund under the Fund's Rule 12b-1 Plan. We shall remit to you as promptly as
reasonably practicable all payments received by us from the Fund for remittance
to you pursuant to the Fund's Rule 12b-1 Plan.
(3) Section 12 of the Agreement is amended to include the following sentence at
the end of that section:
To the extent we receive payments under any provision of this Agreement pursuant
to a Rule 12b-1 Plan for the Fund, both you and we understand and agree that
this Agreement will be subject to the applicable approval, reporting and
termination requirements set forth in Rule 12b-1.
This letter constitutes notice of the above amendments. Your first sale of
contracts and/or policies after receipt of this notice and after the expiration
of any applicable minimum notice requirement set forth in the Agreement
constitutes your acceptance of such amendments to the Agreement. Capitalized
terms used in this letter without definition that are defined in the Agreement
shall have the same meaning assigned to them in the Agreement.
SCUDDER INVESTOR SERVICES, INC.
/S/ DAVID S. LEE
- -------------------------------
David S. Lee
President
Consent of Independent Auditors
The Board of Directors of Aetna Life Insurance and Annuity Company and Contract
Owners of Aetna Variable Annuity Account C:
We consent to the use of our reports dated February 6, 1996 and February 16,
1996 incorporated herein by reference.
Our report dated February 6, 1996 refers to a change in 1993 in the Company's
method of accounting for certain investments in debt and equity securities.
/s/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Hartford, Connecticut
June 28, 1996
June 28, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
RE: Variable Annuity Account C of
Aetna Life Insurance and Annuity Company
Post-Effective Amendment No. 3 to the
Registration Statement on Form N-4
File Nos. 33-88720 and 811-2513
------------------------------------------
Gentlemen:
As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I hereby
consent to the use of my opinion dated February 28, 1996 (incorporated herein
by reference to the 24f-2 Notice for the fiscal year ended December 31, 1995
filed on behalf of Variable Annuity Account C of Aetna Life Insurance and
Annuity Company on February 29, 1996) as an exhibit to this Post-Effective
Amendment No. 3 to the Registration Statement on Form N-4 (File No. 33-88720)
and to my being named under the caption "Legal Matters" therein.
Very truly yours,
/s/ SUSAN E. BRYANT
- -------------------
Susan E. Bryant
Counsel
Aetna Life Insurance and Annuity Company
