EDGAR Submission Page
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<REDLINE> SEC File No. 33 - 61897
SEC File No. 811 - 05906
As filed with the Securities and Exchange Commission on September 28, 1995
==============================================================================
Form N-4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. 1 [X]
Post-Effective Amendment No. [ ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 7 [X]
(Check appropriate box or boxes)
Variable Annuity Account G
of Aetna Life Insurance and Annuity Company
(Previously known as CLIAC Separate Account A)
(Exact Name of Registrant)
Aetna Life Insurance and Annuity Company
(Name of Depositor)
151 Farmington Avenue, Hartford, Connecticut 06156
(Address of Depositor's Principal Executive Offices and Zip Code)
680-273-7834
(Depositor's Telephone Number, Including Area Code)
Susan E. Bryant, Esq.
151 Farmington Avenue, Hartford, Connecticut 06156
(Name and Address of Agent for Service)
Copies to:
James F. Jorden, Esq.
Jorden Burt & Berenson
1025 Thomas Jefferson
Suite 400 East
Washington, D.C. 20007-0805
Approximate Date of Proposed Public Offering: As soon as practicable after
the effective date.
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The Registrant hereby amends this Registration Statement on such dates as may
be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
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Parts A and B of the Registrant's initial filing under the Securities
Act of 1933, as amended, and Amendment Number 6 under the Investment Company
Act of 1940, as amended, filed on August 17, 1995 are incorporated herein by
reference.
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PART C
OTHER INFORMATION
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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 G:
. Independent Auditors' Report
. Statement of Assets and Liabilities as of December 31, 1994
. Statement of Operations for the year ended December 31, 1994
. Statements of Changes in Net Assets for the years ended
December 31, 1994 and 1993
. Notes to Financial Statements
Financial Statements of the Depositor:
. Independent Auditors' Report
. Consolidated Balance sheets as of December 31, 1994 and 1993
. Consolidated Statements of Income for the years ended
December 31, 1994, 1993 and 1992
. Consolidated Statements of Changes in Shareholder's Equity
for the years ended December 31, 1994, 1993 and 1992
. Consolidated Statements of Cash Flows for the years ended
December 31, 1994, 1993 and 1992
. 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 G/1/
(2) Not Applicable
(3) Form of Selling Agreement
(4.1) Form of Variable Annuity Contract/1/
(4.2) Form of Non-qualified Annuity Contract
Endorsement/1/
(4.3) Form of Restriction on Transferability
Endorsement/1/
(4.4) Form of Amendment to Contract for Systematic
Withdrawal Program/1/
(4.5) Form of Amendment to 408(b) Contract/1/
(4.6) Form of Amendment to 403(b) Contract/1/
(4.7) Form of Rehabilitation Endorsement/1/
(4.8) Form of Assumption Certificate/1/
(5) Not Applicable
(6) Certification of Incorporation and By-Laws of
Depositor/2/
(7) Not applicable
(8) Fund Participation Agreement, including
amendments thereto and assignment
(9) Opinion of Counsel
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(10.1) Consent of Independent Auditors of CLIAC
Separate Account A/1/
(10.2) Consent of Independent Auditors of Aetna Life
Insurance and Annuity Company/1/
(10.2) Consent of Counsel/3/
(11) Not applicable
(12) Not applicable
(13) Not applicable
(14) Not applicable
(15.1) Power of Attorney/4/
(15.2) Power of Attorney of Dominick J. Agostino
(15.3) Power of Attorney of Laura R. Estes
(15.4) Authorization for Signatures
(27) Financial Data Schedule/1/
_______________
/1/ Filed with Registration Statement on Form N-4 filed on August 17, 1995.
/2/ Incorporated by reference to Post-Effective Amendment No. 58 to
Registration Statement on Form N-4 (File No. 2-52449 filed on February
28, 1994
/3/ Included in Exhibit 9 filed herewith.
/4/ Included in the signature page of the Registration Statement on Form N-4
filed on August 17, 1995.
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Item 25. Directors and Officers of the Depositor
Name and Principal
Business Address* Positions and Offices with Depositor
Daniel P. Kearney Director and President
Gary G. Benanav Director
Christopher J. Burns Director and Senior Vice President, Life
Laura R. Estes Director and Senior Vice President, ALIAC
Pensions
Shaun P. Mathews Director and Senior Vice President, Strategic
Markets and Products
Scott A. Striegel Director and Senior Vice President, Annuity
James C. Hamilton Director, Vice President and Treasurer
Dominick J. Agostino Director and Senior Vice President and Chief
Financial Officer
John Y. Kim Director and Senior Vice President, ALIAC
Investments
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Robert E. Broatch Senior Vice President and Corporate Controller
Zoe Baird Senior Vice President and General Counsel
Fred J. Franklin Vice President and Chief Compliance Officer
Susan E. Schechter Corporate Secretary and Counsel
* 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 Exhibit 24(c) to Registration
Statement on Form N-4 (File No. 33-88720) filed on January 20, 1995.
Item 27. Number of contract Owners
As of June 30, 1995, there were approximately 7200 contract owners of
variable annuity contracts funded through Variable Annuity Account G (4400
non-qualified contracts and 2800 qualified contracts).
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 corporations'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,
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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 (Aetna) also acts as the
principal underwriter for Variable Life Account B, Variable Annuity
Account B and Variable Annuity Account C (separate accounts of Aetna
registered as unit investment trusts), and Separate Account I (a
separate account of Aetna Insurance Company of America registered as a
unit investment trust). Additionally, Aetna is the investment adviser
for Aetna Variable Fund, Aetna Income Shares, Aetna Variable Encore
Fund, Aetna Investment Advisers Fund, Inc., Series B of Aetna GET Fund,
Aetna Series Fund, Inc. and Aetna Generation Portfolios, Inc. Aetna is
also the depositor of Variable Life Account B, Variable Annuity Account
B and Variable Annuity Account C.
(b) See Item 25 regarding the Depositor.
(c) Compensation as of December 31, 1994:
<TABLE>
<CAPTIONS>
(1) (2) (3) (4) (5)
<S> <C> <C> <C> <C>
Net
Name of Underwriting Compensation on
Principal Discounts and Redemption or Brokerage
Underwriter Commissions Annuitization Commissions Compensation
___________ _____________ _______________ ___________ ____________
Aetna Life
Insurance and
Annuity Company -0- -0- -0- -0-
</TABLE>
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Item 30. Location of Accounts and Records
All records concerning contract owners of Variable Annuity Account G 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
(a) Registrant hereby undertakes 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 purchase
payments under the variable annuity contract may be accepted.
(b) Registrant hereby undertakes to include a postcard or similar written
communication affixed to or included in the prospectus that a holder of
the variable annuity contract can remove to send for a Statement of
Additional Information.
(c) Registrant hereby undertakes 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 Paragraph (1) through (4) of the SEC Staff's No-Action
letter dated November 22, 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, [1989 Transfer Binder] Fed. SEC.
L. Rep. (CCH) (P) 78,904 at 78,523 (November 22, 1988).
(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
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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.
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SIGNATURES
As required by the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant, Variable Annuity
Account G of Aetna Life Insurance and Annuity Company, has caused this Pre-
effective Amendment Number 1 to the Registration Statement to be signed on its
behalf in the City of Hartford, State of Connecticut, on the 28th day of
September, 1995.
VARIABLE ANNUITY ACCOUNT G OF AETNA
LIFE INSURANCE AND ANNUITY COMPANY
(Registrant)
By: AETNA LIFE INSURANCE AND ANNUITY
COMPANY
(Depositor)
By: *
____________________________________
Daniel P. Kearney
President
As required by the Securities Act of 1933, as amended, this Pre-
effective Amendment Number 1 to Registration Statement on Form N-4 has been
signed by the following persons in the capacities and on September 28, 1995
Signature Title
*
__________________________________
Daniel P. Kearney Director and President
(principal executive officer)
*
__________________________________
Dominick J. Agostino Director Senior Vice President
and Chief Financial Officer
(principal accounting and
financial officer
*
__________________________________
James C. Hamilton Director
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*
__________________________________
Gary G. Benanav Director
*
__________________________________
Christopher J. Burns Director
*
__________________________________
Laura R. Estes Director
*
__________________________________
John Y. Kim Director
*
__________________________________
Shaun P. Mathews Director
*
__________________________________
Scott A. Striegel Director
* By: /s/Josephine Cicchetti
________________________
Josephine Cicchetti, attorney-in-fact
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VARIABLE ANNUITY ACCOUNT G
EXHIBIT INDEX
Exhibit Page
Number Description Number
_______ __________________________________________________ _______
(1) Resolution of the Board of Directors of
Aetna Life Insurance and Annuity Company
establishing Variable Annuity Account G/1/
(2) Not Applicable
(3) Form of Selling Agreement ______
(4.1) Form of Variable Annuity Contract/1/
(4.2) Form of Non-qualified Annuity Contract
Endorsement/1/
(4.3) Form of Restriction on Transferability
Endorsement/1/
(4.4) Form of Amendment to Contract for Systematic
Withdrawal Program/1/
(4.5) Form of Amendment to 408(b) Contract/1/
(4.6) Form of Amendment to 403(b) Contract/1/
(4.7) Form of Rehabilitation Endorsement/1/
(4.8) Form of Assumption Certificate/1/
(5) Not Applicable
(6) Certification of Incorporation and By-Laws of
Depositor/2/
(7) Not applicable
(8) Fund Participation Agreement, including amendments ______
thereto and assignment
(9) Opinion of Counsel ______
(10.1) Consent of Independent Auditors of CLIAC
Separate Account A/1/
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(10.2) Consent of Independent Auditors of Aetna Life
Insurance and Annuity Company/1/
(10.2) Consent of Counsel/3/
(11) Not applicable
(12) Not applicable
(13) Not applicable
(14) Not applicable
(15.1) Power of Attorney/4/
(15.2) Power of Attorney of Dominick J. Agostino ______
(15.3) Power of Attorney of Laura R. Estes ______
(15.4) Authorization for Signatures ______
(27) Financial Data Schedule/1/
_______________
/1/ Filed with Registration Statement on Form N-4 filed on August 17,
1995.
/2/ Incorporated by reference to Post-Effective Amendment No. 58 to
Registration Statement on Form N-4 (File No. 2-52449 filed on
February 28, 1994
/3/ Included in Exhibit 9 filed herewith.
/4/ Included in the signature page of the Registration Statement on
Form N-4 filed on August 17, 1995.
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Exhibit 3
[FORM OF SELLING AGREEMENT]
AGREEMENT
AGREEMENT dated as of September ____, 1995, by and between Aetna
Life Insurance and Annuity Company (ALIAC) and Oppenheimer Funds
Distributor, Inc., (OFDI).
WITNESSETH
WHEREAS, during the term of its Sub-Distribution Agreement (CLIAC
Agreement) with Confederation Life Insurance and Annuity Company
(CLIAC), OFDI received certain compensation in connection with
deposits made by holders of deferred variable annuity contracts
issued by CLIAC ("CLIAC Contracts"); and
WHEREAS, ALIAC has entered into an Assumption Reinsurance
Agreement, dated May 3, 1995, (Assumption Reinsurance Agreement)
under which ALIAC intends to assume the CLIAC Contracts and,
subject to various regulatory and court approvals, and other
conditions, will assume the CLIAC Contracts on the Closing Date
of the Assumption Reinsurance Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
conditions herein contained, the parties hereto agree as follows:
A. Agreements of OFDI.
(1) OFDI agrees not to undertake or participate in any
activities specifically designed to result in replacements of
CLIAC Contracts assumed by ALIAC. Nothing contained herein shall
prevent or restrict OFDI from acting as general distributor, sub-
distributor, marketing agent or in any other capacity in any
jurisdiction with respect to any insurance or annuity policies of
other insurance companies, whether or not similar or identical to
the CLIAC Contracts.
B. Agreements of ALIAC.
If and when ALIAC assumes the CLIAC Contracts:
(1) ALIAC will pay OFDI an amount equal to 62 basis points
per annum on any deposits made on or after the Closing Date of
the Assumption Reinsurance Agreement by holders of CLIAC
Contracts. Such payments will be made on a monthly basis by the
tenth day of the following month and shall either be delivered to
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OFDI's offices at 3410 S. Galena Street, Denver, CO 80231, Attn:
Treasurer, wired to a bank account designated by OFDI, or sent as
OFDI may otherwise direct in writing. ALIAC will, upon prior
notice, make its books and records with respect to calculation of
such payments available to OFDI or its accountants for periodic
examination.
(2) ALIAC will retain agent identification of CLIAC Brokers
on its records and, to the extent that it is mutually agreed
between the CLIAC Broker and ALIAC, to preserve the relationship
between the CLIAC Broker and the CLIAC Contract assumed by ALIAC.
However, the parties to this Agreement understand that, for good
cause (including death of the agent, severance of the agent's
registration with the broker/dealer or agent actions inconsistent
with preserving the business), ALIAC may be unable to preserve
that relationship.
(3) ALIAC agrees that the names and addresses of the
broker/dealers, insurance agents or financial institutions having
a sales agreement with OFDI (OFDI Dealers), and of any customer
or prospective customer of an OFDI Dealer, that may come to the
attention of ALIAC or any company or person affiliated with ALIAC
solely as a result of the relationship established by this
Agreement or of the relationship established by the CLIAC
Agreement and not from any independent source are confidential
and should not be used by ALIAC or any company or any company or
person affiliated with ALIAC except as may be necessary in
connection with the administration of the CLIAC Contracts. In no
event shall the names and addresses of any such persons be
furnished by ALIAC to any other company or person without OFDI's
express written consent. The intent of this paragraph is that
ALIAC or companies or persons affiliated with it, shall not
utilize, or permit to be utilized, knowledge of OFDI, OFDI
Dealers, or prospective customers of OFDI Dealers derived solely
as a result of the relationships created under this Agreement.
This paragraph shall remain operative and in full force and
effect regardless of the termination of this Agreement, and shall
survive any such termination.
C. Term of Agreement
(1) Commencing on the Closing Date of the Assumption
Reinsurance Agreement, this Agreement will continue in force from
year to year, provided that after a term of two (2) years, either
party may unilaterally terminate this Agreement at any time
without cause upon one hundred and twenty (120) days prior
written notice to the other party of its intention to do so. On
termination of this Agreement, all authorization, rights and
obligations shall cease except (a) the Agreement and provisions
contained in part (3) of paragraph B hereof, and (b) the
obligation to settle accounts hereunder, including compensation
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based on CLIAC Contracts in effect on the Closing Date of the
Assumption Reinsurance Agreement.
D. Governing Law, Notices.
(1) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York and shall be
subject to the provisions of the Investment Company Act of 1940,
the Securities Exchange Act of 1934 and the rules, regulations
and rulings thereunder and of the National Association of
Securities Dealers, Inc.
(2) ALIAC shall promptly give notice to OFDI of the Closing
Date of the Assumption Reinsurance Agreement with CLIAC for
purposes of fixing the Effective Date of this Agreement.
(3) Notice given pursuant to any of the provision of this
Agreement shall be in writing, shall be deemed to have been given
within five days of the date of mailing or on the date of
receipt, whichever is earlier, if sent by first class, registered
or certified mail, postage prepaid and properly addressed, or on
the following day if sent by an overnight courier service, and
shall be delivered as follows (or to such other address as may be
designed from time to time in writing pursuant to the provisions
hereof):
If to ALIAC: Aetna Life Insurance and Annuity Company
151 Farmington Avenue, YF5N
Hartford, CT 06156
Attention: Shaun P. Mathews, Senior Vice
President, Strategic Markets &
Products
with a copy to: Aetna Life Insurance and Annuity Company
151 Farmington Avenue, RE4C
Hartford, CT 06156
Attention: Susan E. Bryant, Esq.
If to OFDI: Oppenheimer Funds Distributor, Inc.
Two World Trade Center, Suite 3400
New York, NY 10048-0203
Attention: James Ruff, President
with a copy to: Oppenheimer Funds Distributor, Inc.
Two World Trade Center - Suite 3400
New York, NY 10048-0203
Attention: Andrew J. Donohue, General
Counsel
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The Agreement herein set forth has been and is solely for
the benefit of ALIAC, OFDI and their respective successors and
assign, and no other person shall acquire or have any right under
or by virtue of this Agreement. This Agreement is the entire
agreement between the parties hereto and supersedes all prior
agreements and understanding pertaining to the subject hereof.
This Agreement shall not take effect, and shall be null and
void, if the Assumption Reinsurance Agreement is not closed and
the CLIAC Contracts are not assumed by ALIAC thereunder.
IN WITNESS WHEREOF, each of the parties hereto has caused
this Agreement to be executed in its name and on its behalf by
its duly authorized representative.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By:
Title:
Date:
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
By:
Title:
Date:
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Exhibit 8
PARTICIPATION AGREEMENT
Among
OPPENHEIMER VARIABLE ACCOUNT FUNDS,
OPPENHEIMER MANAGEMENT CORPORATION
and
CONFEDERATION LIFE INSURANCE AND ANNUITY COMPANY
THIS AGREEMENT, made and entered into this 7th day of July, 1989
by and among Confederation Life Insurance and Annuity Company, a
Georgia Corporation (hereinafter the "Company") on its own behalf
and on behalf of one or more segregated asset accounts of the
Company (hereinafter the "Account"), Oppenheimer Variable Account
Funds, a Massachusetts business trust (hereinafter the "Fund")
and Oppenheimer Management Corporation, a Colorado Corporation
(hereinafter the "Adviser").
WHEREAS, the Fund is an open-end management investment
company and is available to act as the investment vehicle for
separate accounts now in existence or to be established at any
date hereafter for variable life insurance policies and variable
annuity contracts (collectively, the "Variable Insurance
Products") offered by insurance companies (hereinafter
"Participating Insurance Companies"); and
WHEREAS, the beneficial interest in the Fund is divided into
several series of shares, each designated a "Portfolio" (the
Portfolios covered by this Agreement are specified in Schedule A
attached hereto as may be modified from time to time), and each
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representing the interests in a particular managed pool of
securities and other assets; and
WHEREAS, the Fund has obtained an order from the Securities
and Exchange Commission, dated July 16, 1986 (File No. 812-6234),
granting Participating Insurance Companies and variable annuity
and variable life insurance separate accounts exemptions from the
provisions of sections 9(a), 13(a), 15(a), and 15(b) of the
Investment Company Act of 1940, as amended, (hereinafter the
"1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder,
to the extent necessary to permit shares of the Fund to be sold
to and held by variable annuity and variable life insurance
separate accounts of both affiliated and unaffiliated life
insurance companies (hereinafter the "Shared Funding Exemptive
Order"); and
WHEREAS, the Fund is registered as an open-end management
investment company under the 1940 Act and its shares are
registered under the Securities Act of 1933, as amended
(hereinafter the "1933 Act"); and
WHEREAS, the Adviser is duly registered as an investment
adviser under the federal Investment Advisers Act of 1940;
WHEREAS, the Company has registered or will register certain
variable annuity and/or life insurance contracts under the 1933
Act (hereinafter "Contracts"); and
WHEREAS, the Account is a duly organized, validly existing
segregated asset account, established by resolution of the Board
of Directors of the Company, to set aside and invest assets
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attributable to the aforesaid variable contracts (the Contract(s)
and the Account(s) covered by the Agreement are specified in
Schedule B attached hereto, as may be modified from time to
time); and
WHEREAS, the Company has registered or will register the
Account as a unit investment trust under the 1940 Act; and
WHEREAS, to the extent permitted by applicable insurance
laws and regulations, the Company intends to purchase shares in
the Portfolios on behalf of the Account to fund the Contracts and
the Fund is authorized to sell such shares to unit investment
trusts such as the Account at net asset value;
NOW, THEREFORE, in consideration of their mutual promises,
the Fund, the Adviser and the Company agree as follows:
ARTICLE I. Sale of Fund Shares
1.1 The Fund agrees to sell to the Company, on behalf
of the Account, those shares of the Fund which the Account
orders, executing such orders on a daily basis at the net asset
value next computed after receipt by the Fund or its agent of the
order for the shares of the Fund. For purposes of this Section
1.1, the Company shall be an agent of the Fund for receipt of
such orders and receipt by such agent shall constitute receipt by
the Fund; provided that the Fund receives written (or facsimile)
notice of such order by 9:30 a.m. New York time on the next
following Business Day. "Business Day" shall mean any day on
which the New York Stock Exchange is open for trading and on
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which the Fund calculates its net asset value pursuant to the
rules of the Securities and Exchange Commission.
1.2 The Fund agrees to make Fund shares available
indefinitely for purchase at the applicable net asset value per
share by the Company, on behalf of the Account, on those days on
which the Fund calculates its net asset value pursuant to the
rules of the Securities and Exchange Commission and the Fund
shall use reasonable efforts to calculate such net asset value on
each day which the New York Stock Exchange is open for trading.
Notwithstanding the foregoing, the Board of Trustees of the Fund
(hereinafter the "Trustee") 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 light of
their fiduciary duties under federal and any applicable state
laws, in the best interests of the shareholders of such
Portfolio.
1.3. The Fund agrees that shares of the Fund will be
sold only to Participating Insurance Companies and their separate
accounts.
1.4. The Fund shall not sell Fund shares to any
insurance company or separate account unless a contractual
obligation is in effect with respect to such sales to abide by
the conditions of the Shared Funding Exemptive Order that are
addressed in Section 3.4 and Article VII of this Agreement.
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1.5. The Fund agrees to redeem for cash, on the
Company's request, any full or fractional shares of the Fund held
by the Company, executing such requests on a daily basis at the
net asset value next computed after receipt by the Fund or its
agent of the request for redemption. For purposes of this
Section 1.5, the Company shall be the agent of the Fund for
receipt of requests for redemption and receipt by such agent
shall constitute receipt by the Fund; provided that the Fund
receives notice of such request for redemption by 9:30 a.m. New
York time on the next following Business Day.
1.6. The Company shall pay for the Fund shares on the
next Business Day after an order to purchase shares is made in
accordance with the provisions of Section 1.1 hereof. Payment
shall be in federal funds transmitted by wire or by a credit for
any shares redeemed. For purpose of Section 2.8, upon final
settlement of receipt by the Fund of the federal funds so wired,
such federal funds shall cease to be the responsibility of the
Company and shall become the responsibility of the Fund.
1.7. The Company shall not permit any person other than
a Contract Holder to give instructions to the Company which would
required the Company to redeem or exchange shares of the Fund.
1.8. Issuance and transfer of the Funds' shares will be
by book entry only. Stock certificates will not be issued to the
Company or the Account. Shares ordered from the Fund will be
recorded in an appropriate title for the Account or the
appropriate subaccount of the Account.
<PAGE> 5
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1.9. The Fund shall furnish same day notice (by
facsimile or telephone followed by written confirmation) to the
Company of any income, dividends or capital gain distributions
payable on the Funds' shares. The Company hereby elects to
receive all such dividends and distributions as are payable on
the Portfolio shares in additional shares of that Portfolio. The
Fund shall notify the Company of the number of shares so issued
as payment of such dividends and distributions.
2.0. The Fund shall make the net asset value per share
for each Portfolio available to the Company on a daily basis as
soon as reasonably practical after the net asset value per share
is calculated and shall use its best efforts to make such net
asset value per share available by 5:30 p.m. New York time.
ARTICLE II. Representations and Warranties
2.1 The Company represents and warrants that the
Contracts are or will be registered under the 1933 Act (or exempt
therefrom), that the Contracts will be issued and sold in
compliance in all material respects with all applicable federal
and state laws and that the sale of the Contracts shall comply in
all material respects with state insurance suitability
requirements. The Company further represents and warrants that
it is an insurance company duly organized and in good standing
under applicable law and that it has legally and validly
established the Account as a segregated asset account under
Section 33-11-35 of the Georgia Code Annotated and has registered
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or, prior to any issuance or sale of the Contracts, will register
the Account as unit investment trust in accordance with the
provisions of the 1940 Act (unless exempt therefrom) to serve as
a segregated investment account for the Contracts.
2.2. The Fund represents and warrants that Fund shares
sold pursuant to this Agreement shall be registered under the
1933 Act, duly authorized for issuance and sold in compliance
with all applicable federal and state securities laws and that
the Fund is, and shall take all reasonable steps to remain,
registered under the 1940 Act. The Fund shall amend the
Registration Statement for its shares under the 1933 Act and the
1940 Act from time to time as required in order to effect the
continuous offering of its shares. The Fund shall register and
qualify the shares for sale in accordance with the laws of the
various states only if and to the extent deemed advisable by the
Fund.
2.3. The Fund and the Adviser represent that the Fund
is currently qualified as a Regulated Investment Company under
Subchapter M of the Internal Revenue Code of 1986, as amended,
(the "Code") and that every effort will be made to maintain such
qualification (under Subchapter M or any successor or similar
provision) and that the Fund or Adviser will notify the Company
immediately upon having a reasonable basis for believing that the
Fund has ceased to so qualify or that the Fund might not so
qualify in the future.
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2.4. If the Fund elects to adopt any plan under Rule
12b-1 under the 1940 Act to finance distribution expenses, the
Fund will then undertake to have a board of Trustees, a majority
of whom are not interested persons of the Fund, formulate and
approve any such plan.
2.5. The Fund represents that it will sell the Fund
shares to the Account in accordance with all applicable state and
federal securities laws, including without limitation the 1933
Act, the 1934 Act, and the 1940 Act.
2.6. The Fund represents that it is lawfully organized
and validly existing under the laws of the Commonwealth of
Massachusetts and that it does and intends to continue to comply
with the 1940 Act.
2.7. The Adviser represents and warrants that it is and
intends to remain duly registered under all applicable federal
and state securities laws and that it shall perform its
obligations for the Fund in compliance with any applicable state
and federal securities laws.
2.8. The Fund and Adviser each represent and warrant
that all of its respective Directors, Trustees, officers,
employees, investment advisers, and transfer agent of the Fund
are and shall continue to be at all times covered by a blanket
fidelity bond (which may, at the Fund's election, be in the form
of a joint insured bond) or similar coverage for the benefit of
the Fund in an amount not less than the minimal coverage as
required currently by Section 17(g) and Rule 17g-1 of the 1940
<PAGE> 8
<PAGE>
Act or related provisions as may be promulgated from time to
time. The aforesaid Bond shall include coverage for larceny and
embezzlement and shall be issued by a reputable bonding company.
ARTICLE III. Prospectus and Proxy Statements; Voting
3.1. The Fund or the Adviser, at its expense, shall
provide a typewritten copy of the Fund's current prospectus and
other assistance as is reasonably necessary in order for the
Company once each year (or more frequently if the prospectus for
the Fund is supplemented or amended) to have the prospectus for
the Contracts and the Fund's prospectus printed together in one
document (such printing to be at the Company's expense). The
Adviser shall be permitted to review and approve the typeset form
of the Fund's Prospectus prior to such printing.
3.2. The Fund's prospectus shall state that the
Statement of Additional Information for the Fund is available
from the Fund (or its transfer agent) and shall print and provide
such Statement to the Company and to any owner of a Contract or
prospective owner who requests such Statement at the Company's
expense.
3.3. The Fund or the Adviser, at its expense, shall
provide the Company with a typewritten copy of the Fund's proxy
material, reports to shareholders and other communications to
shareholders for printing and distributing to Contract owners at
he Company's expense. The Adviser shall be permitted to review
<PAGE> 9
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and approve the typeset form of such proxy material and
shareholder reports prior to such printing.
3.4. If and to the extent required by law (or the Shred
Funding Exemptive Order) the Company shall:
(i) solicit voting instructions from
Contract owners;
(ii) vote the Funds shares in accordance with
instructions received from Contract
owners; and
(iii) vote Fund shares for which no
instructions have been received in the
same proportion as Fund shares of such
Portfolio for which instructions have
been received;
so long as and to the extent that the Securities and Exchange
Commission continues to interpret the 1940 Act to require pass-
through voting privileges for variable contract owners. The
Company reserves the right to vote Fund shares held in any
segregated asset account in its own right, to the extent
permitted by law. The parties acknowledge that Participating
Insurance Companies shall be responsible, with the guidance and
assistance of the Fund, for assuring that each of their separate
accounts participating in the Fund calculates voting privileges
in a manner consistent with the standards set forth on Schedule C
attached hereto, which standards will also be followed by the
other Participating Insurance Companies.
ARTICLE IV. Sales Material and Information
4.1. The Company shall furnish, or shall cause to be
furnished, to the Fund or its designee, each piece of sales
<PAGE> 10
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literature or other promotional material in which the Fund or the
Adviser is names, at least ten Business Days prior to its use.
No such material shall be used if the Fund or its designee object
to such use within ten Business Days after receipt of such
material.
4.2. The Company shall not give any information or make
any representations or statements on behalf of the Fund or
concerning the Fund in connection with the sale of the Contracts
other than the information or representations contained in the
registration statement or prospectus for the Fund shares, as such
registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements
for the Fund, or in sale literature or other promotional material
approved by the Fund or its designee, except with the permission
of the Fund.
4.3. The Adviser and Fund shall furnish or cause to be
furnished, to the Company or its designee, each piece of sales
literature or promotional material which the Adviser or Fund
prepared or caused to be prepared, in which the Company and/or
its separate account(s) is expressly named, at least ten Business
Days prior to its use. No such material shall be used if the
Company or its designee objects to such use within ten Business
Days after receipt of such material.
4.4. Neither the Adviser or Fund shall give any
information or make any representations on behalf of the Company
concerning the Company, the Account, or the Contracts, other than
<PAGE> 11
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information or representations contained in (i) the registration
statement or prospectus for the Contracts, as such registration
statement and prospectus may be amended or supplemented from time
to time, (ii) reports for the Account approved by the Company for
distribution to Contract owners, or (iii) sale literature or
other promotional material approved by the Company or its
designee, except with the permission of the Company.
4.5. The Fund will provide to the Company at least one
complete copy of all registration statements, prospectuses,
Statements of Additional Information, reports, proxy statements,
sales literature and other promotional materials in which the
Company and/or its separate account(s) is named, applications for
exemptions, requests for no-action letters, and all amendments to
any of the above, that relate to the Fund or its shares, prior to
or contemporaneously with the filing of such document with the
Securities and Exchange Commission or other regulatory
authorities. The Fund shall also promptly inform the Company of
the results of any examination by the Securities and Exchange
Commission (or other regulatory authorities), of or referring to
the Fund or the Adviser, and shall provide the Company with a
copy of any "deficiency letter" or other correspondence or
written report regarding any such examination which refers to the
Fund.
4.6. For purposes of this Article IV, the phrase "sales
literature or other promotional material" means advertisements
(such as material published, or designed for use in, a newspaper,
<PAGE> 12
<PAGE>
magazine, or other periodical, radio, television, telephone or
tape recording, videotape display, signs or billboard), and sales
literature (such as brochures, circulars, market letters and form
letters), distributed or made generally available to customers or
the public.
ARTICLE V. Fees and Expenses
5.1. The Fund and Adviser 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 Adviser,
except as provided herein.
5.2. All expenses incident to performance by each party
of its respective duties under this Agreement shall be paid by
that party. The Fund shall see to it that all its shares are
registered and authorized for issuance in accordance with
applicable federal law and, if and to the extent advisable by the
Fund, in accordance with applicable state laws prior to their
sale. The Fund shall bear the expenses for the cost of
registration and qualification of the Fund's shares, preparation
and filing of the Fund's prospectus and registration statement,
proxy materials and reports, and the preparation of all
statements and notices required by any federal or state law.
5.3. The Company shall bear the expenses of
typesetting, printing and distributing the Fund's prospectus to
owners and prospective owners of Contracts issued by the Company
<PAGE> 13
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and of typesetting and distributing the Fund's proxy materials
and reports to such Contract owners.
5.4. In the event the Fund adds one or more additional
Portfolios and the Company desires to make such Portfolios
available to its Contract owners as an underlying investment
medium, a new Schedule A or an amendment to this Agreement shall
be executed by the parties authorizing the issuance of shares of
the new Portfolios to the Account. The amendment may also
provide for the sharing of expenses for the establishment of new
Portfolios among Participating Insurance Companies desiring to
invest in such Portfolios and the provision of funds as the
initial investment in the new Portfolios.
5.5. The Adviser undertakes to reimburse the Fund so
that the ordinary operating expenses of each Portfolio in any
fiscal year, exclusive of taxes, interest, brokerage commissions,
and any extraordinary non-recurring expenses, including
litigation ("Ordinary Operating Expenses"), will not exceed 2% of
the first $10 million of that Portfolio's average net assets,
plus 1.5% of the next $20 million of net assets, plus 1% of the
average net assets of that Portfolio over $30 million for such
year, provided, however, that the undertaking described in this
Section 5.5 is voluntary and may be amended, modified or
terminated by the Adviser upon six month's advance written notice
of the Fund.
5.6. The Company undertakes that for so long as the
investment advisory fee schedule currently in effect for the Fund
<PAGE> 14
<PAGE>
are not greater than the fees charged as of the date of this
Agreement, the Company shall reimburse the Fund in an amount
equal to (i) the total amount, if any, to be reimbursed to the
Fund so that the Ordinary Operating Expenses of each Portfolio in
any fiscal year, after any reimbursement by the Adviser pursuant
to Section 5.5. and prior to any other reimbursement, will be
limited to 0.75% of the average net assets of that Portfolio,
multiplied by (ii) the ratio of the average value of the
Contracts invested in that Portfolio to the Portfolio's average
net assets, provided, however, that the undertaking described in
this Section 5.6 is voluntary and may be amended, modified or
terminated by the Company upon six months' written notice to the
Fund and the Adviser, and further provided that after any such
amendment, modification or termination, the Fund is no longer
obligated to sell shares of that Portfolio to the Company or the
Account.
ARTICLE VI. Diversification
6.1. The Fund and the Advisor represent and warrant
that the Fund will at all times invest its assets in such a
manner as to ensure that the Contracts will be treated as
annuity, endowment, or life insurance contracts under the Code
and the regulations issued thereunder. Without limiting the
scope of the foregoing, the Fund will comply with Section 817(h)
of the Code and Regulation 1.817-5, dated March 2, 1989 relating
to the diversification requirements for variable annuity,
<PAGE> 15
<PAGE>
endowment, or life insurance contracts and any amendments or
other modifications to such Section or Regulations.
ARTICLE VII. Potential Conflicts
7.1. The Board of Trustees of the Fund (the "Board")
will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the Contract
owners of all separate accounts investing in the Fund. An
irreconcilable material conflict may arise for a variety of
reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state
insurance, tax, or securities laws or regulations, or a public
ruling, private letter ruling, no-action or interpretative
letter, or any similar action by insurance, tax, or securities
regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the
investments of any Portfolio are being managed; (e) a difference
in voting instructions given by Participating Insurance Companies
or by variable annuity contract and variable life insurance
contract owners; or (f) a decision by an insurer to disregard the
voting instructions of Contract owners. The Board shall promptly
inform the Company if it determines that an irreconcilable
material conflict exists and the implications thereof.
7.2. The Company will report any potential existing
conflicts of which it is aware to the Board. The Company will
assist the Board in carrying out its responsibilities in
<PAGE> 16
<PAGE>
monitoring such conflicts under the Shared Funding Exemptive
Order, by providing the Board in a timely manner with all
information reasonably necessary for the Board to consider any
issues raised. This includes, but is not limited to, an
obligation by the Company to inform the Board whenever Contract
owner voting instructions are disregarded and by confirming in
writing, at the Fund's request, that the Company is unaware of
any such potential or existing material irreconcilable conflicts.
7.3. If it is determined by a majority of the Board, or
a majority of its disinterested Trustees, that a material
irreconcilable conflict exists, the Company and the relevant
Participating Insurance Companies shall, at their expense and to
the extent reasonably practicable (as determined by a majority of
the disinterested Trustees), take whatever steps are necessary to
remedy or eliminate the irreconcilable material conflict, up to
and including: (1) withdrawing the assets allocable to some or
all of the separate accounts from the Fund or any Portfolio and
reinvesting such assets in a different investment medium,
including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be
implemented to a vote of all affected Contract owners and, as
appropriate, segregating the assets of any appropriate group
(i.e., annuity contract owners, life insurance contract owners,
or variable contract owners of one or more Participating
Insurance Companies) that votes in favor of such segregation, or
offering to the affected Contract owners the option of making
<PAGE> 17
<PAGE>
such a change; and (2), establishing a new registered management
investment company or managed separate account.
7.4. If a material irreconcilable conflict arises
because of a decision by the Company to disregard Contract owner
voting instructions and that decision represents a minority
position or would preclude a majority vote, the Company may be
required, at the Fund's election, to withdraw the Account's
investment in the Fund and terminate this Agreement; provided,
however, that such withdrawal and termination shall be limited to
the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the disinterested members
of the Board. Any such withdrawal and termination must take
place within six (6) months after the Fund gives written notice
that this provision is being implemented, and until the end of
the six month period the Fund shall continue to accept and
implement orders by the Company for the purchase and redemption
of shares of the Fund.
7.5. If a material irreconcilable conflict arises
because a particular state insurance regulator's decision
applicable to the Company conflicts with the majority of other
state regulators, then the Company will withdraw the Account's
investment in the Fund and terminate this Agreement within six
months after the Board informs the Company in writing that it has
determined that such decision has created an irreconcilable
material conflict; provided, however, that such withdrawal and
termination shall be limited to the extent required by the
<PAGE> 18
<PAGE>
foregoing material irreconcilable conflict as determined by a
majority of the disinterested members of the Board. Until the
end of the foregoing six month period, the Fund shall continue to
accept and implement orders by the Company for the purchase and
redemption of shares of the Fund, subject to applicable
regulatory limitation.
7.6. For purposes of Sections 7.3 through 7.6 of this
Agreement, a majority of the disinterested members of the Board
shall determine whether any proposed action adequately remedies
any irreconcilable material conflict, but in no event will the
Fund be required to establish a new funding medium for the
Contracts. The Company shall not be required by Section 7.3 to
establish a new funding medium for the Contracts if an offer to
do so has been declined by vote of a majority of Contract owners
materially adversely affected by the irreconcilable material
conflict. In the event that the Board determines that any
proposed action does not adequately remedy any irreconcilable
material conflict, then the Company will withdraw the Account's
investment in the Fund and terminate this Agreement within six
(6) months after the Board informs the Company in writing of the
foregoing determination, provided, however, that such withdrawal
and termination shall be limited to the extent required by any
such material irreconcilable conflict as determined by a majority
of the disinterested members of the Board.
7.7. If and to the extent that Rule 6e-2 and Rule 6e-
3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive
<PAGE> 19
<PAGE>
relief from any provision of the Act or the rules promulgated
thereunder with respect to mixed or shared funding (as defined in
the Shared Funding Exemptive Order) on terms and conditions
materially different from those contained in the Shared Funding
Exemptive Order, the (a) the Fund and/or the Participating
Insurance Companies (including the Company), as appropriate,
shall take such reasonable steps as may be necessary to comply
with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as
adopted, to the extent such rules are applicable; and (b)
Sections 3.4, 7.1, 7.2, 7.3, 7.4, 7.5 and 7.6 of this Agreement
shall continue in effect only to the extent that terms and
conditions substantially identical to such Sections are contained
in such Rule(s) as so amended or adopted.
ARTICLE VIII. Indemnification
8.1. Indemnification By The Company
8.1(a). The Company agrees to indemnify and hold
harmless the Fund and the Adviser, each member of their Board of
Trustees or Board of Directors, each of their officers and each
person, if any, who controls the Fund within the meaning of
Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" for purposes of this Section 8.1) against any and all
losses, claims, damages, liabilities (including amounts paid in
settlement with the written consent of the Company) or litigation
(including reasonable legal and other expenses), to which the
Indemnified Parties may become subject under any statute,
<PAGE> 20
<PAGE>
regulation, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect
thereof) or settlements are related to the sale or acquisition of
the Fund's shares or the Contracts; and
(i) arise out of or are based upon any
untrue statement or alleged untrue
statement of any material fact contained
in the Registration Statement or
prospectus for the Contracts or
contained in the Contracts or sales
literature for the Contracts (or any
amendment or supplement to any of the
foregoing), 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, provided that this
agreement to indemnify shall not apply
as to any Indemnified Party if such
statement or omission or such alleged
statement or omission was made in
reliance upon and in conformity with
information furnished to the Company by
or on behalf of the Fund or the Adviser;
or
(ii) arise out of or as a result of
statements or representations or
wrongful conduct of the Company or
persons under its control, with respect
to the sale or distribution of the
Contracts, provided any such statement
or representation or wrongful conduct
was not made in reliance upon and in
conformity with information furnished to
the Company by or on behalf of the Fund
or the Adviser;
(iii) arise out of any untrue statement or
alleged untrue statement of a material
fact contained in a Registration
Statement, prospectus or sales
literature of the Fund or any amendment
thereof or supplement thereto or the
omission or alleged omission to state
therein a material fact required to be
stated therein or necessary to make the
<PAGE> 21
<PAGE>
statements therein not misleading if
such statement or omission was made in
reliance upon information furnished to
the Fund or the Adviser by or on behalf
of the Company; or
(iv) arise out of or result from any material
breach of any representation and/or
warranty made by the Company in this
Agreement or arise out of or result from
any other material breach of this
Agreement by the Company.
except to the extent provided in Sections 8.1(b) and 8.1(c)
hereof.
8.1(b). The Company shall not be liable under this
indemnification provision with respect to any losses, claims,
damages, liabilities or litigation to which an Indemnified Party
would otherwise be subject by reason of willful misfeasance, bad
faith, or gross negligence in the performance of such Indemnified
Party's duties or by reason of such Indemnified Party's reckless
disregard of obligations or duties under this Agreement or to the
Fund, whichever is applicable.
8.1(c). The Company shall not be liable under this
indemnification provision with respect to any claim made against
an Indemnified Party unless such Indemnified Party shall have
notified the Company in writing within a reasonable time after
the summons or other first legal process giving information of
the nature of the claim shall have been served upon such
indemnified Party (or after such Indemnified Party shall have
received notice of such service on any designated agent), but
failure to notify the Company of any such claim shall not relieve
the Company from any liability which it may have to the
<PAGE> 22
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Indemnified Party against whom such action is brought otherwise
than on account of this indemnification provision. In case any
such action is brought against the Indemnified Parties, the
Company shall be entitled to participate, at its own expense, in
the defense of such action. The Company also shall be entitled
to assume the defense thereof, with counsel satisfactory to the
party named in the action. After notice from the Company to such
party of the Company's election to assume the defense thereof,
the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Company will not be
liable to such party under this Agreement for any legal or other
expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs
of investigation.
8.1(d). The Indemnified Parties will promptly notify
the Company of the commencement of any litigation or proceedings
against them in connection with the issuance or sale of the Fund
Shares or the Contracts or the operation of the Fund and the
Indemnified Parties will provide the Company with all relevant
information and documents requested by the Company. For purposes
of this Section 8.1(d), the "commencement" of proceedings shall
include any informal or formal written communications from the
Securities and Exchange Commission or its staff (or the receipt
of information from any other persons or entities) indicating
that enforcement action by said Commission or staff may be
contemplated or forthcoming which relates to the Fund.
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<PAGE>
8.2. Indemnification by Adviser and Fund
8.2(a)(1). The Adviser agrees to indemnify and hold
harmless the Company and each of its trustees and officers and
each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" for purposes of this Section 8.2) against any and all
losses, claims, damages, liabilities (including reasonable legal
and other expenses and amounts paid in settlement with the
Adviser's Consent) to which the Indemnified Parties may become
subject under any statute, at common law or otherwise, insofar as
such losses, claims, damages, liabilities or expenses (or actions
in respect thereof) or settlements are related to the sale or
acquisition of the Fund's shares or the Contracts and:
(i) 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
Fund (or any amendment or supplement to
any of the foregoing), 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,
provided that this agreement to
indemnify shall not apply as to any
Indemnified Party if such statement or
omission or such alleged statement or
omission was made in reliance upon and
in conformity with information furnished
to the Adviser or the Fund by or on
behalf of the Company; or
(ii) arise out of or as a result of
statements or representations or
wrongful conduct of the Adviser or
persons under its control, with respect
to the sale or distribution of the
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<PAGE>
Contracts, provided any such statement
or representation or such wrongful
conduct was not made in reliance upon
and in conformity with information
furnished to the Adviser or the Fund by
or on behalf of the Company; or
(iii) arise out of any untrue statement or
allegedly untrue statement of a material
fact contained in a Registration
Statement, prospectus or sales
literature covering the Contracts, or
any amendment thereof or supplement
thereto, or the omission or alleged
omission to state therein a material
fact required to be stated therein or
necessary to make the statement or
statements therein not misleading, if
such statement or omission was made in
reliance upon information furnished to
the Company by or on behalf of the Fund;
or
(iv) arise out of or result from any material
breach of any representation and/or
warranty made by the Adviser in this
Agreement or arise out of or result from
any other material breach of this
Agreement by the Adviser (including a
failure, whether unintentional or in
good faith or otherwise, to comply with
the diversification requirements
specified in Article VI of this
Agreement);
except to the extent provided in Sections 8.2(b) and 8.2(c)
hereof.
8.2(a)(2) The Fund agrees to indemnify a n d h o l d
harmless the Indemnified Parties [as defined in Section
8.2(a)(1)] against any and all losses, claims, damages,
liabilities (including reasonable legal and other expenses and
amounts paid in settlement with the Fund's consent) to which the
Indemnified Parties may become subject under any statute, at
common law or otherwise, insofar as such losses, claims, damages,
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<PAGE>
liabilities or expenses (or actions in respect thereof) or
settlements are related to the sale or acquisition of the Fund's
shares or the Contracts and:
(i) arise out of or are based upon any
untrue statement or alleged untrue
statement of any material fact contained
in the Registration Statement or
prospectus of the Fund (or any amendment
or supplement to any of the foregoing),
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, provided that this agreement
to indemnify shall not apply as to any
Indemnified party if such statement or
omission or such alleged statement or
omission was made in reliance upon and
in conformity with information furnished
to the Adviser or the Fund by or on
behalf of the Company; or
(ii) arise out of or as a result of
statements or representations or
wrongful conduct of the Fund or persons
under its control with respect to the
sale or distribution of Contracts,
provided any such statement or
representation or such wrongful conduct
was not made in reliance upon and in
conformity with information furnished to
the Adviser or the Fund by or on behalf
of the Company; or
(iii) arise out of or result from any material
breach of any representation and/or
warranty made by the Fund in this
Agreement or arise our of or result form
any other material breach of this
Agreement by the Fund (including a
failure, whether unintentional or in
good faith or otherwise, to comply with
the diversification requirements
specified in Article VI of this
Agreement);
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<PAGE>
except to the extent provided in Section 8.2(b) and 8.2(c)
hereof.
8.2(b). The Fund and Adviser shall not be liable
under this indemnification provision with respect to any losses,
claims, damages, liabilities or litigation to which an
Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance of such Indemnified Party's duties
or by reason of such Indemnified Party's reckless disregard of
obligations and duties under this Agreement or to the Company or
the Account, whichever is applicable.
8.2(c). The Fund and Adviser shall not be liable
under this indemnification provision with respect to any claim
made against an Indemnified Party unless such Indemnified Party
shall have notified the Fund and Adviser in writing within a
reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been
served upon such Indemnified Party (or after such Indemnified
Party shall have received notice of such service on any
designated agent), but failure to notify the Fund and Adviser of
any such claim shall not relieve the Fund or Adviser form any
liability which they may have to the Indemnified Party against
whom such action is brought otherwise than an account of this
indemnification provision. In case any such action is brought
against the Indemnified Parties, the Fund or Adviser will be
entitled to participate, at its own expense, in the defense
<PAGE> 27
<PAGE>
thereof. The Fund and Adviser also shall be entitled to assume
the defense thereof, with counsel satisfactory to the party named
in the action. After notice form the Fund or Adviser to such
party of their election to assume the defense thereof, the
Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Fund and Adviser will
not be liable to such party under this Agreement for any legal or
other expenses subsequently incurred by such party independently
in connection with the defense thereof other than reasonable
costs of investigation.
8.2(d). The Indemnified Parties will promptly notify
the Adviser and the Fund of the commencement of any litigation or
proceedings against the Company in connection with the issuance
or sale or the Fund shares or the Contracts or the operation of
the Fund and the indemnified parties will provide the Adviser and
Fund with all relevant information and documents requested by
them. For purposes of this Section 8.2(d), the "commencement" or
proceedings shall include any informal or formal written
communications from the Securities and Exchange Commission, any
state regulatory authority or their staff (or the receipt of
information form any other persons or entities) indicating that
enforcement action by said Commission, regulatory authority or
staff may be contemplated or forthcoming which relates to the
Fund or to the Contracts.
<PAGE> 28
<PAGE>
ARTICLE IX. Applicable Law
9.1. This Agreement shall be construed and the
provisions hereof interpreted under and in accordance with the
laws of New York.
9.2. This Agreement shall be subject to the provisions
of the 1933, 1934 and 1940 Acts, and the rules and regulations
and rulings thereunder, including exemptions from those statutes,
rules and regulations as the Securities and Exchange Commission
may grant (including, but not limited to, the Shared Funding
Exemptive Order) and the terms hereof shall be interpreted and
construed in accordance therewith.
ARTICLE X. Termination
10.1 This Agreement shall terminate with respect to
some or all Portfolios:
(a) at the option of any party upon six month's
advance written notice to the other parties;
(b) at the option of the Company to the extent
that shares of Portfolios are not reasonably available to meet
the requirements of the Contracts or are not appropriate funding
vehicles for the Contracts, as determined by the Company
reasonably and in good faith. Prompt notice of the election to
terminate for such cause and an explanation of such cause shall
be furnished by the Company; or
(c) as provided in Article VII.
<PAGE> 29
<PAGE>
10.2. It is understood and agreed that the right of
any party hereto to terminate this Agreement pursuant to Section
10.1(a) may be exercised for cause or for no cause.
10.3. Effect of Termination. Notwithstanding any
termination of this Agreement, the Fund shall at the option of
the Company, continue to make available additional shares of the
Fund pursuant to the terms and conditions of this Agreement, for
all Contracts in effect on the effective date of termination of
this Agreement (hereinafter referred to as "Existing Contracts").
Specifically, without limitation, the owners of the Existing
Contracts shall be permitted to reallocated investments in the
Fund, redeem investments in the Fund and/or invest in the fund
upon the making of additional purchase payments under the
Existing Contracts. The parties agrees that this Section 10.3
shall not apply to any terminations under Article VII and the
effect of such Article VII terminations shall be governed by
Article VII of this Agreement.
ARTICLE XI. Notices
Any notice shall be sufficiently given when sent by
registered or certified mail to the other party at the address of
such party set forth below or at such other address as such party
may from time to time specify to the other party.
If to the Fund:
Oppenheimer Variable Account Funds
3410 S. Galena Street
Denver, CO 80231
<PAGE> 30
<PAGE>
Attn: George Bowen, Vice President, Secretary &
Treasurer
If to the Adviser:
Oppenheimer Management Corporation
2 World Trade Center
New York, NY 10048-0669
Attn: Robert G. Galli, Executive Vice President
<PAGE> 31
<PAGE>
If to the Company:
Confederation Life Insurance and Annuity Company
P.O. Box 105103
260 Interstate North
Atlanta, Georgia 30348
Attn: Michele L. Abruzzo, Variable Products
Vice President
ARTICLE XII. Miscellaneous
12.1. Subject to the requirements of legal process
and regulatory authority, each party hereto shall treat as
confidential the names and addresses of the owners of the
Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as
permitted by this Agreement, shall not disclose, disseminate or
utilize such names and addresses and other confidential
information without the express written consent of the affected
party until such time as it may come into the public domain.
12.2. The captions in this Agreement are included
for convenience of reference only and in no way define or
delineate any of the provisions hereof or otherwise affect their
construction or effect.
12.3. This Agreement may be executed simultaneously
in two or more counterparts, each of which taken together shall
constitute one and the same instrument.
12.4. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or
otherwise, the remainder of the Agreement shall not be affected
thereby.
<PAGE> 32
<PAGE>
12.5. Each party hereto shall cooperate with each
other party and all appropriate governmental authorities
(including without limitation the Securities and Exchange
Commission, the NASD and state insurance regulators) and shall
permit such authorities reasonable access to its books and
records in connection with any investigation or inquiry relating
to this Agreement or the transactions contemplated hereby.
12.6. The rights, remedies and obligations
contained in this Agreement are cumulative and are in addition to
any and all rights, remedies and obligations, at law or in
equity, which the parties hereto are entitled to under state and
federal laws.
12.7. It is understood by the parties that this
Agreement is not an exclusive arrangement in any respect.
12.8. The Company and the Adviser each understand
and agree that the obligations of the Fund under this Agreement
are not binding upon any shareholder of the Fund personally, but
bind only the Fund and the Fund's property; the Company and the
Adviser each represent that it has notice of the provisions of
the Declaration of Trust of the Fund disclaiming shareholder
liability for acts or obligations of the Fund.
12.9. The foregoing constitutes the entire
Agreement between the parties hereto, and shall not be modified,
amended or assigned except by an Agreement in writing signed by
an authorized representative of each such party.
<PAGE> 33
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused
this Agreement to be executed in its name and on its behalf by
its duly authorized representative and its seal to be hereunder
affixed as of the date specified below.
Company:
CONFEDERATION LIFE INSURANCE AND
ANNUITY COMPANY
By two authorized officers,
By:
Title:
Date:
By:
Title:
Date:
<PAGE> 34
<PAGE>
Fund:
OPPENHEIMER VARIABLE ACCOUNT FUNDS
By its authorized officer,
By:
Title:
Date:
Adviser:
OPPENHEIMER MANAGEMENT CORPORATION
By its authorized officer,
By:
Title:
Date:
<PAGE> 35
<PAGE>
SCHEDULE A
Portfolios of Oppenheimer Variable Account Funds:
Oppenheimer Money Fund
Oppenheimer High Income Fund
Oppenheimer Bond Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Growth Fund
Oppenheimer Multiple Strategies Fund
<PAGE> 36
<PAGE>
SCHEDULE B
CLIAC Separate Account A
CLIAC Deferred Variable Account Contract
<PAGE> 37
<PAGE>
AMENDMENT TO THE PARTICIPATION AGREEMENT
Among
OPPENHEIMER VARIABLE ACCOUNT FUNDS,
OPPENHEIMER MANAGEMENT CORPORATION
and
CONFEDERATION LIFE INSURANCE AND ANNUITY COMPANY
THIS AGREEMENT, made and entered into this 28th day of
February, 1991, by and among Confederation Life Insurance and
Annuity Company, a Georgia corporation (hereinafter the
"Company"), on its own behalf and on behalf of one or more
segregated asset accounts of the Company (hereinafter the
"Account"), Oppenheimer Variable Account Funds, a Massachusetts
business trust (hereinafter the "Fund"), and Oppenheimer
Management Corporation, a Colorado corporation (hereinafter the
"Adviser").
WHEREAS, the Company, the Fund and the Adviser (hereinafter
referred to collectively as the "Parties") entered into a
participation agreement, dated July 7, 1989 (the "Participation
Agreement"); and
WHEREAS, the Fund has added the Global Securities Fund (the
"Global Securities Fund") as an additional Portfolio (as that
term is defined in the Participation Agreement); and
WHEREAS, the Company desires to make the Global Securities
Fund available to its Contract (as that term is defined in the
<PAGE> 1
<PAGE>
Participation Agreement) owners as an underlying investment
medium; and
WHEREAS, the Parties desire to amend the Participation
Agreement, in accordance with the terms of Section 5.4 of the
Participation Agreement; and
WHEREAS, the Parties intend to and do hereby reaffirm all
other provisions, sections and schedules of the Participation
Agreement;
NOW, THEREFORE, in consideration of their mutual promises,
the Fund, the Adviser and the Company agree as follows:
1. The Company is hereby authorized to make an additional
Portfolio, the Global Securities Fund, available to its Contract
owners as an underlying investment medium and to issue shares of
the Global Securities Fund to the Account.
2. Schedule A to the Participation Agreement shall be
amended as set forth in Schedule A attached hereto.
IN WITNESS WHEREOF, each of the Parties hereto has caused
this Agreement to be executed in its name and on its behalf by
its duly authorized representative and its seal to be hereunder
affixed as of the date specified below.
Company:
CONFEDERATION LIFE INSURANCE
AND ANNUITY COMPANY
By two authorized officers,
By: /s/Michele L. Abruzzo
Pension & Investment Products
Title: Vice President
<PAGE> 2
<PAGE>
Date: February 25, 1991
By: /s/Signature
Title: Vice President, Group
Date: February 25, 1991
Fund:
OPPENHEIMER VARIABLE ACCOUNT FUNDS
By its authorized officer,
By: /s/Robert G. Galli
Title: Vice President
Date: February 28, 1991
Adviser:
OPPENHEIMER MANAGEMENT CORPORATION
By its authorized officer,
By: /s/Robert G. Galli
Title: Executive Vice President
Date: February 28, 1991
<PAGE> 3
<PAGE>
SCHEDULE A
Portfolios of Oppenheimer Variable Account Funds:
Oppenheimer Money Fund
Oppenheimer High Income Fund
Oppenheimer Bond Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Growth Fund
Oppenheimer Multiple Strategies Fund
Oppenheimer Global Securities Fund
<PAGE> 4
<PAGE>
SCHEDULE C
Voting Rights
Each Participating Insurance Company will vote the Fund
Shares held in any Separate Account offered by that Participating
Insurance Company at meetings of shareholders of the Fund
(including meetings of shareholders of one or more Portfolios of
the Fund) in accordance with instructions received from persons
having the voting interest in such Separate Accounts. The person
having the voting interest shall be the Contract Holder. Fund
Shares as to which no timely instructions are received and Fund
Shares that are not otherwise attributable to Contract Holders
will be voted by each Participating Insurance Company in
proportion to the instructions received from all persons
furnishing timely instructions. Participating Insurance
Companies are responsible for assuring that each of their
Separate Accounts calculates voting privileges in a manner
consistent with other Participating Insurance Companies.
However, if the 1940 Act should be amended or if the present
interpretation thereof should change, and as a result a
Participating Insurance Company reasonably determines that it is
permitted to vote the Fund Shares in its own right, it may elect
to do so.
<PAGE> 5
<PAGE>
SECOND AMENDMENT TO THE PARTICIPATION AGREEMENT
Among
OPPENHEIMER VARIABLE ACCOUNT FUNDS,
OPPENHEIMER MANAGEMENT CORPORATION
and
CONFEDERATION LIFE INSURANCE AND ANNUITY COMPANY
THIS AGREEMENT, made and entered into this 1st day of May,
1993, by and among Confederation Life Insurance and Annuity
Company, a Georgia corporation (hereinafter the "Company"), on
its own behalf and on behalf of one or more segregated asset
accounts of the Company (hereinafter the "Account"), Oppenheimer
Variable Account Funds, a Massachusetts business trust
(hereinafter the "Fund"), and Oppenheimer Management Corporation,
a Colorado corporation (hereinafter the "Adviser").
WHEREAS, the Company, the Fund and the Adviser (hereinafter
referred to collectively as the "Parties") entered into a
participation agreement, dated July 7, 1989 (the "Participation
Agreement"); and
WHEREAS, the Fund has added the Strategic Bond Fund (the
"Strategic Bond Fund") as an additional Portfolio (as that term
is defined in the Participation Agreement); and
WHEREAS, the Company desires to make the Strategic Bond Fund
available to its Contract (as that term is defined in the
Participation Agreement) owners as an underlying investment
medium; and
<PAGE> 1
<PAGE>
WHEREAS, the Parties desire to amend the Participation
Agreement, in accordance with the terms of Section 5.4 of the
Participation Agreement; and
WHEREAS, the Parties intend to and do hereby reaffirm all
other provisions, sections and schedules of the Participation
Agreement;
NOW, THEREFORE, in consideration of their mutual promises,
the Fund, the Adviser and the Company agree as follows:
1. The Company is hereby authorized to make an additional
Portfolio, the Strategic Bond Fund, available to its Contract
owners as an underlying investment medium and to issue shares of
the Strategic Bond Fund to the Account.
2. Schedule A to the Participation Agreement shall be
amended as set forth in Schedule A attached hereto.
IN WITNESS WHEREOF, each of the Parties hereto has caused
this Agreement to be executed in its name and on its behalf by
its duly authorized representative and its seal to be hereunder
affixed as of the date specified below.
Company:
CONFEDERATION LIFE INSURANCE
AND ANNUITY COMPANY
By two authorized officers,
By: /s/Signature
Pension & Investment Products
Title: Vice President
Date: May 1, 1993
<PAGE> 2
<PAGE>
By: /s/Jeffrey Morrison
Title: Secretary
Date: May 1, 1993
Fund:
OPPENHEIMER VARIABLE ACCOUNT FUNDS
By its authorized officer,
By: /s/Signature
Title: Assistant Secretary
Date: June 9, 1993
Adviser:
OPPENHEIMER MANAGEMENT CORPORATION
By its authorized officer,
By: /s/Signature
Vice President &
Title: Assistant General Counsel
Date: June 9, 1993
<PAGE> 3
<PAGE>
SCHEDULE A
Portfolios of Oppenheimer Variable Account Funds:
Oppenheimer Money Fund
Oppenheimer High Income Fund
Oppenheimer Bond Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Growth Fund
Oppenheimer Multiple Strategies Fund
Oppenheimer Global Securities Fund
Oppenheimer Strategic Bond Fund
<PAGE> 4
<PAGE>
ASSIGNMENT, ACCEPTANCE AND CONSENT
Section 1. Assignment. Confederation Life Insurance and
Annuity Company in Rehabilitation (CLIAC), in connection with the
assumption of the variable annuity contracts issued by CLIAC by,
and the transfer of CLIAC Separate Account A to, Aetna Life
Insurance and Annuity Company (ALIAC), hereby assigns absolutely
to ALIAC effective as of the date said assumption is completed
(the "Effective Date") all of the rights, remedies and
obligations of CLIAC under the Participation Agreement between
and among CLIAC, Oppenheimer Management Corporation and
Oppenheimer Variable Account Funds, dated July 7, 1989, as
amended on February 28, 1991 and May 1, 1993 and as attached
hereto (collectively, the Participation Agreement), subject only
to the following modifications:
(i) Section 5.4 of the Participation Agreement is deleted.
(ii) Fund shares may only be purchased for owners of assumed
CLIAC annuities which offer Oppenheimer Funds at the effective
date of this Assignment.
Section 2. Acceptance. As of the Effective Date, ALIAC
hereby accepts the above assignment and assumes all of the
rights, remedies and obligations of CLIAC under the Participation
Agreement, subject to the deletion of Section 5.4 of the
Participation Agreement; provided, however, that in no event
shall ALIAC assume any liability or obligation of CLIAC under the
Participation Agreement arising prior to the Effective Date.
Subject to the foregoing limitation, ALIAC acknowledges and
agrees that, on and after the Effective Date, the performance and
obligations of CLIAC under the Participation Agreement shall be
owed by ALIAC to Oppenheimer Variable Account Funds and
Oppenheimer Management Corporation (collectively, Oppenheimer)
and that Oppenheimer may legally bind ALIAC to such performance
and obligations.
Section 3. Consent. As of the Effective Date, Oppenheimer
hereby consents to, and acknowledges the validity of, the
assignment to ALIAC of all of the rights, remedies and
obligations of CLIAC under the Participation Agreement, subject
to the deletion of Section 5.4 of the Participation Agreement and
to the other terms, conditions and limitations stated herein.
Oppenheimer acknowledges and agrees that, on and after the
Effective Date, the performance and obligations of Oppenheimer
under the Agreement shall be owed only to ALIAC in full
substitution for CLIAC, and that ALIAC may legally bind
Oppenheimer to such performance and obligations.
Section 4. Conditional Execution. Each of CLIAC, ALIAC and
Oppenheimer acknowledge and agree that, notwithstanding their
execution hereof, this Assignment, Acceptance and Consent will
<PAGE> 1
<PAGE>
only be effective if the assumption and transfer described in
Section 1 above is completed.
Section 5. Effective Date. For purposes of this
Assignment, Acceptance and Consent, the Effective Date is the
Closing Date of the Assumption.
IN WITNESS WHEREOF, CLIAC, ALIAC and Oppenheimer have
executed this Assignment, Acceptance and Consent as of the
Effective Date.
CONFEDERATION LIFE INSURANCE AND ANNUITY
COMPANY IN REHABILITATION
By: /s/William A. O'Connell
William A. O'Connell, in his
official capacity as Deputy
Receiver of, and on behalf of,
Confederation Life Insurance &
Annuity Company in Rehabilitation,
but not individually
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: /s/Daniel E. O'Sullivan
Daniel E. O'Sullivan
Vice President
OPPENHEIMER MANAGEMENT CORPORATION
By: /s/Jon S. Fossel
Jon S. Fossel, Chairman and
Chief Executive Officer
OPPENHEIMER VARIABLE ACCOUNT FUNDS
By: /s/Jon S. Fossel
Jon S. Fossel, President
<PAGE> 2
Exhibit 9
Aetna Logo 151 Farmington Avenue
Hartford, CT 06156
September 27, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Variable Annuity Account G of
Aetna Life Insurance and Annuity Company
Pre-Effective Amendment No. 1
File Nos: 33-61897 and 811-05908
Dear Sirs:
The undersigned has acted as Counsel to Aetna Life Insurance
and Annuity Company a Connecticut life insurance company (the
"Company") in connection with the registration on Form N-4 (File
No. 33-61897) of interests in Variable Annuity Account G of Aetna
Life Insurance and Annuity Company (previously known as CLIAC
Separate Account A of Confederated Life Insurance & Annuity
Company). The Company, as depositor, has registered an
indefinite amount of securities (the "Securities") under the
Securities Act of 1933, as amended, as provided in Rule 24f-2 of
the Investment Company Act of 1940 (the "1940 Act").
In connection with such representation, I have reviewed the
Registration Statement on Form N-4 filed with the Securities and
Exchange Commission on August 17, 1995 and this Pre-Effective
Amendment No. 1 filed on September 29, 1995 (the "Registration
Statement"). In addition, I have also examined originals or
copies (certified or otherwise identified to my satisfaction) of
such documents, records and other instruments as I deemed
necessary or appropriate for the purpose of rendering this
opinion. For purposes of such examination, I have assumed the
genuineness of all signatures and the conformity to the original
of all copies.
I am a member of the Connecticut, New York and Oklahoma Bars
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, I am of the opinion that the
Securities have been duly and validly authorized and, assuming
that the Securities, will be issued and sold in accordance with
the provisions of the Registration Statement, will be legally
issued, fully paid and nonassessable.
<PAGE>
Securities and Exchange Commission
September 27, 1995 Page 2
I consent to the use of this opinion as an exhibit to the
Registration Statement and to my being named under the caption
"Legal Matters" in the prospectus contained therein.
Sincerely,
/s/ Susan E. Bryant
Susan E. Bryant
Counsel
<PAGE>
Exhibit 15.2
POWER OF ATTORNEY
I, Dominick J. Agostino, a Director and Officer of Aetna Life
Insurance and Annuity Company do hereby constitute and appoint
Susan E. Bryant, Steven J. Lauwers, Julie E. Rockmore, Josephine
Cicchetti and James F. Jorden and each of them individually, my
true and lawful attorneys and agents with full power of
substitution and resubstitution, for me and in my name, place or
stead in any and all capacities, to sign for me and in my name
and capacity as indicated below, any and all amendments
including, but not limited to, pre-effective and post-effective
amendments to Registration Statement No. 33-61897, hereby
ratifying and confirming my signature as it may be signed by said
attorneys to any and all such amendments.
Date: August 31, 1995
By: /s/Dominick J. Agostino
Name: Dominick J. Agostino
Title: Director, Senior Vice President
and Chief Financial Officer
(principal accounting and
financial officer)
1
<PAGE>
Exhibit 15.3
POWER OF ATTORNEY
I, Laura R. Estes, a Director and Officer of Aetna Life Insurance
and Annuity Company do hereby constitute and appoint Susan E.
Bryant, Steven J. Lauwers, Julie E. Rockmore, Josephine Cicchetti
and James F. Jorden and each of them individually, my true and
lawful attorneys and agents with full power of substitution and
resubstitution, for me and in my name, place or stead in any and
all capacities, to sign for me and in my name and capacity as
indicated below, any and all amendments including, but not
limited to, pre-effective and post-effective amendments to
Registration Statement No. 33-61897, hereby ratifying and
confirming my signature as it may be signed by said attorneys to
any and all such amendments.
Date: August 25, 1995
By: /s/Laura R. Estes
Name: Laura R. Estes
Title: Director
1
<PAGE>
Exhibit 15.4
SECRETARY'S CERTIFICATE
AETNA LIFE INSURANCE AND ANNUITY COMPANY
I, Susan E. Schechter, Corporate Secretary of Aetna Life
Insurance and Annuity Company (the "Company") hereby certify that
in accordance with Section 33-316(d) of the Connecticut General
Statutes, the following resolutions attached hereto as Exhibit A
were duly adopted by the Board of Directors of the Company by
Unanimous Written Consent dated September 11, 1995, and that such
resolutions are still in full force and effect and have not been
rescinded or modified.
IN WITNESS WHEREOF I have hereunto set my hand this 13th of
September 1995.
/s/Susan E. Schechter
Susan E. Schechter
1
<PAGE>
Exhibit A
AETNA LIFE INSURANCE AND ANNUITY COMPANY
Unanimous Consent of the Board of Directors
to Actions Without a Meeting
The undersigned, being all of the Directors of Aetna Life
Insurance and Annuity Company (the "Company"), a Connecticut
corporation, do hereby waive notice and the holding of a meeting
and adopt the following resolutions pursuant to Section 33-316(d)
of the Connecticut Stock Corporation Act:
RESOLVED, that this Company is hereby authorized to enter into
one or more transactions ("Assumption Reinsurance") for the
purpose of effecting the acquisition of certain blocks of
business of non-group life insurance, variable annuities and
guaranteed investment contracts from Confederation Life Insurance
& Annuity Company, for such consideration and upon such terms as
the President of this Company shall deem necessary or
appropriate, and
FURTHER RESOLVED, that, in connection with and for the purpose of
effecting the aforesaid transaction, the officers of this Company
are hereby severally authorized to negotiate and to enter into
one or more agreements, including therein such representations,
warranties, covenants, conditions, indemnities and other terms
and provisions as such officers may severally deem necessary or
appropriate, and to execute and deliver the same and to execute
and deliver all other instruments, documents and agreements
necessary or appropriate in connection with the execution and
delivery thereof, such execution and delivery conclusively to
evidence due authorization and approval thereof; and
FURTHER RESOLVED, that in connection with such Assumption
Reinsurance, the officers and directors of this Company are
hereby severally authorized and directed to take such actions as
are necessary under applicable state and federal securities laws,
including, without limitation, the preparation, execution and
filing with the Securities and Exchange Commission (the
"Commission"), and any state securities commission, under (i) the
Securities Act of 1933 (the "1933 Act") and any applicable state
securities act, with respect to the interest in the Separate
Account, such applications for registration, registration
statements (and any pre-effective or post-effective amendments
1
<PAGE>
thereto), applications for exemptive orders (and any amendments
thereto), reports, forms or other documents, and (ii) the
Investment Company Act of 1940, as amended, to reflect that the
Company will be the depositor of the Separate Account and to
reflect the new name of the Separate Account as "Variable Annuity
Account G of Aetna Life Insurance and Annuity Company," such
amendment to the registration statement of the Separate Account
(any other post-effective amendments thereto), applications for
exemptive orders (and any amendments thereto), reports, forms or
other documents; and
FURTHER RESOLVED, that, in connection with the transactions
authorized by these resolutions, the officers of this Company are
hereby severally authorized to certify any vote or resolution on
behalf of this Company in the specific language required by any
federal agency or state in which such vote or resolution is
deemed necessary or appropriate, and that any such vote or
resolution is hereby deemed adopted in haec verba with the same
force and effect as if set forth herein at length, and copies
thereof are hereby ordered to be filed with the records of this
Company; and
FURTHER RESOLVED, that the officers of this Company are hereby
severally authorized to take all such further actions, and to
incur and pay all such expenses and to do or cause to be done any
and all acts and things whatsoever, as they may severally deem
necessary or appropriate in order to carry out and effectuate the
intent and purposes of the foregoing; and
FURTHER RESOLVED, that all actions heretofore taken by any
officer or Director of this Company in connection with any
transaction authorized by these votes and consistent with the
intent and purposes of the foregoing are hereby ratified,
confirmed and approved in all respects as the actions of the
Board of this Company.
2
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this consent as
of the date indicated below:
/s/Dominick J. Agostino /s/Daniel P. Kearney
Dominick J. Agostino Daniel P. Kearney
/s/Gary G. Benanav /s/John Y. Kim
Gary G. Benanav John Y. Kim
/s/Christopher J. Burns /s/Shaun P. Mathews
Christopher J. Burns Shaun P. Mathews
/s/Laura R. Estes /s/Scott A. Striegel
Laura R. Estes Scott A. Striegel
/s/James C. Hamilton
James C. Hamilton
Dated: September 11, 1995
3
