As filed with the Securities and Exchange Registration No. 333-01107
Commission on December 16, 1996 Registration No. 811-2513
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
POST-EFFECTIVE AMENDMENT NO. 3 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
and Amendment To
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Variable Annuity Account C of Aetna Life Insurance and Annuity Company
(Exact Name of Registrant)
Aetna Life Insurance and Annuity Company
(Name of Depositor)
151 Farmington Avenue, RC4A, Hartford, Connecticut 06156
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code: (860) 273-7834
Susan E. Bryant, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, RC4A, Hartford, Connecticut 06156
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (Check appropriate space):
X immediately upon filing pursuant to paragraph (b) of Rule 485
--------
on _______________________ pursuant to paragraph (b) of Rule 485
--------
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
registered an indefinite number of securities under the Securities Act of 1933.
Registrant filed a Rule 24f-2 Notice for the fiscal year ended December 31, 1995
on February 29, 1996.
<PAGE>
VARIABLE ANNUITY ACCOUNT C
CROSS REFERENCE SHEET
LOCATION-PROSPECTUS DATED
AUGUST 22, 1996, AS AMENDED BY
SUPPLEMENTS DATED SEPTEMBER
3, 1996, SEPTEMBER 13, 1996 AND
DECEMBER 16, 1996.
FORM N-4
ITEM NO. PART A (PROSPECTUS)
1 Cover Page............................... Cover Page
2 Definitions.............................. Definitions
3 Synopsis................................. Prospectus Summary; Fee Table
and as amended
4 Condensed Financial Information.......... Not Applicable
5 General Description of Registrant,
Depositor, and Portfolio Companies........ The Company; Variable Annuity
Account C; The Funds and as
amended
6 Deductions and Expenses.................. Charges and Fees During the
Accumulation Period as
amended
7 General Description of Variable
Annuity Contracts........................ Purchase; Miscellaneous
8 Annuity Period........................... Annuity Period
9 Death Benefit............................ Death Benefit
10 Purchases and Contract Value............. Purchase; Determining
Individual Account Current
Value
11 Redemptions.............................. Contract Rights; Additional
Withdrawal Options
12 Taxes.................................... Tax Status
13 Legal Proceedings........................ Miscellaneous - Legal
Proceedings and Legal
Matters
14 Table of Contents of the Statement
of Additional Information................ Statement of Additional
Information - Table of
Contents
<PAGE>
FORM N-4 PART B (STATEMENT OF
ITEM NO. ADDITIONAL INFORMATION) LOCATION
15 Cover Page............................... Cover page
16 Table of Contents........................ Table of Contents
17 General Information and History.......... General Information and
History
18 Services................................. General Information and
History; Independent
Auditors
19 Purchase of Securities Being Offered..... Offering and Purchase of
Contracts
20 Underwriters............................. Offering and Purchase of
Contracts
21 Calculation of Performance Data.......... Performance Data; General;
Average Annual Total
Return Quotations
22 Annuity Payments......................... Annuity Payments
23 Financial Statements..................... Financial Statements of the
Separate Account; Financial
Statements of Aetna Life
Insurance and Annuity Company
Part C (Other Information)
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C to this Registration Statement.
<PAGE>
PARTS A AND B
The Prospectus and the Statement of Additional Information are incorporated into
Part A and Part B of this Post-Effective Amendment No. 3, respectively, by
reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form
N-4 (File No. 333-01107), as filed electronically on August 2, 1996 and by
reference to Supplements dated September 3, 1996 and September 13, 1996, as
contained in Post-Effective Amendment Nos. 1 and 2, respectively, to the
Registration Statement on Form N-4 (File No. 333-01107), as filed electronically
August 30, 1996 and September 13, 1996.
<PAGE>
VARIABLE ANNUITY ACCOUNT C
Aetna Life Insurance and Annuity Company
Supplement dated December 16, 1996 to the Prospectus dated August 22, 1996
Healthcare Retirement Plus and Voluntary Variable Annuity Contracts for
use with Tax-Deferred Annuity Plans (Section
403(b)) and Defined Contribution Plans (Section 401(a))
The information in this supplement updates and amends the information contained
in the Prospectus dated August 22, 1996 (the "Prospectus") and should be read
with that Prospectus.
CONTRACT LOANS
As of the date of this supplement the first sentence of the paragraph under the
"Contract Loans" section on page 11 of the prospectus shall be amended to read
as follows:
During the Accumulation Period, loans from the Individual Account are available
from Contracts used with 403(b) plans, and from Contracts used with 401(a) plans
to the extent provided in the Contract.
Form No. X01107.2 December 1996
<PAGE>
VARIABLE ANNUITY ACCOUNT C
Aetna Life Insurance and Annuity Company
Supplement dated December 16, 1996 to the Prospectus dated August 22, 1996
Healthcare Retirement Plus and Voluntary Variable Annuity Contracts for
use with Tax-Deferred Annuity Plans (Section
403(b)) and Defined Contribution Plans (Section 401(a))
The information in this supplement updates and amends the information contained
in the Prospectus dated August 22, 1996 (the "Prospectus") and should be read
with that Prospectus.
CHARGES AND FEES DURING THE ACCUMULATION PERIOD
The following sentence on page 12 of the prospectus has been modified to include
the State of Texas.
The following schedule illustrates the withdrawal fee imposed if the Ten-Year
Withdrawal Period is selected for Contracts issued in the states of Oregon and
Texas:
- -----------------------------------------
Number of Years
Individual Account
Has Been Established Fee
- ------------------- --------
Less than 5 5%
5 or more but less than 6 4%
6 or more but less than 7 3%
7 or more but less than 8 2%
8 or more but less than 9 1%
9 or more 0%
- -----------------------------------------
Form No. X01107.3 December 1996
<PAGE>
VARIABLE ANNUITY ACCOUNT C
PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
(1) Included in Part A:
None
(2) Included in Part B:
Financial Statements of Variable Annuity Account C:
- Independent Auditors' Report
- Statement of Assets and Liabilities as of December 31, 1995
- Statement of Operations for the year ended December 31, 1995
- Statements of Changes in Net Assets for the years ended
December 31, 1995 and 1994
- Notes to Financial Statements
Financial Statements of the Depositor:
- Independent Auditors' Report
- Consolidated Statements of Income for the years ended
December 31, 1995, 1994 and 1993
- Consolidated Balance Sheets as of December 31, 1995 and 1994
- Consolidated Statements of Changes in Shareholder's Equity
for the years ended December 31, 1995, 1994 and 1993
- Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993
- Notes to Consolidated Financial Statements
(b) Exhibits
(1) Resolution of the Board of Directors of Aetna Life Insurance
and Annuity Company establishing Variable Annuity Account C(1)
(2) Not applicable
(3.1) Form of Broker-Dealer Agreement(2)
(3.2) Alternative Form of Wholesaling Agreement and Related Selling
Agreement(2)
(4.1) Form of Group Combination Annuity Contract (Nonparticipating)
(A001RP95)(3)
(4.2) Form of Group Combination Annuity Certificate (Nonparticipating)
(A007RC95)(3)
(4.3) Form of Group Combination Annuity Contract (Nonparticipating)
(A020RV95)(3)
(4.4) Form of Group Combination Annuity Certificate (Nonparticipating)
(A027RV95)(3)
(4.5) Form of Endorsement for Exchanged Contracts (EINRP95)(3)
(4.6) Form of Endorsement for Exchanged Contracts (EINRV95)(3)
(4.7) Form of Endorsement for 401(a) Plans(3)
(4.8) Form of Endorsement (GET 9/96) for Contracts A001RP95 and
A020RV95(4)
(5) Form of Variable Annuity Contract Application (300-MOP-IB)(5)
<PAGE>
(6) Certification of Incorporation and By-Laws of Depositor(6)
(7) Not applicable
(8.1) Fund Participation Agreement (Amended and Restated) between Aetna
Life Insurance and Annuity
Company, Alger American Fund and Fred Alger Management, Inc.
dated March 31, 1995(2)
(8.2) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Calvert Asset Management Company (Calvert
Responsibly Invested Balanced Portfolio, formerly Calvert
Socially Responsible Series) dated March 13, 1989 and amended
December 27, 1993(2)
(8.3) Second Amendment dated January 1, 1996 to Fund Participation
Agreement between Aetna Life Insurance and Annuity Company and
Calvert Asset Management Company (Calvert Responsibly Invested
Balanced Portfolio, formerly Calvert Socially Responsible
Series) dated March 13, 1989 and amended December 27, 1993(7)
(8.4) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Fidelity Distributors Corporation (Variable
Insurance Products Fund) dated February 1, 1994 and amended
March 1, 1996(2)
(8.5) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Fidelity Distributors Corporation
(Variable Insurance Products Fund II) dated February 1, 1994
and amended March 1, 1996(2)
(8.6) Service Agreement between Aetna Life Insurance and Annuity
Company and Fidelity Investments Institutional Operations Company
dated as of November 1, 1995(7)
(8.7) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Franklin Advisers, Inc. dated January 31,
1989(2)
(8.8) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Janus Aspen Series dated April 19, 1994 and
amended March 1, 1996(2)
(8.9) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Lexington Management Corporation regarding
Natural Resources Trust dated December 1, 1988 and amended
February 11, 1991(2)
(8.10) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Advisers Management Trust (now Neuberger &
Berman Advisers Management Trust) dated April 14, 1989 and as
assigned and modified on May 1, 1995(2)
(8.11) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Scudder Variable Life Investment Fund
dated April 27, 1992 and amended February 19, 1993 and August
13, 1993(2)
(8.12) Amendment dated as of February 20, 1996 to Fund Participation
Agreement between Aetna Life Insurance and Annuity Company and
Scudder Variable Life Investment Fund dated April 27, 1992 as
amended February 19, 1993 and August 13, 1993(7)
<PAGE>
(8.13) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company, Investors Research Corporation and TCI
Portfolios, Inc. dated July 29, 1992 and amended December 22,
1992 and June 1, 1994(2)
(9) Opinion of Counsel(8)
(10.1) Consent of Independent Auditors
(10.2) Consent of Counsel
(11) Not applicable
(12) Not applicable
(13) Computation of Performance Data(9)
(14) Not applicable
(15.1) Powers of Attorney(8)
(15.2) Authorization for Signatures(2)
(27) Financial Data Schedule(8)
1. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No.
33-75986), as filed electronically on April 22, 1996.
2. Incorporated by reference to Post-Effective Amendment No. 5 to Registration
Statement on Form N-4 (File No.
33-75986), as filed electronically on April 12, 1996.
3. Incorporated by reference to Registration Statement on Form N-4 (File No.
333-01107), as filed electronically on February 21, 1996.
4. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-91846), as filed electronically on
August 6, 1996.
5. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 33-91846), as filed on May 1, 1995.
6. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form S-1 (File No. 33-60477), as filed electronically on April
15, 1996.
7. Incorporated by reference to Post -Effective Amendment No. 3 to Registration
Statement on form N-4 (File No. 33-88720), as filed electronically on June
28, 1996.
8. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 333-01107), as filed electronically on
August 2, 1996.
9. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 33-88720), as filed electronically on
November 30, 1995.
<PAGE>
Item 25. Directors and Officers of the Depositor
Name and Principal
Business Address* Positions and Offices with Depositor
Daniel P. Kearney Director and President
Timothy A. Holt Director, Senior Vice President and Chief Financial
Officer
Christopher J. Burns Director and Senior Vice President
Laura R. Estes Director and Senior Vice President
Gail P. Johnson Director and Vice President
John Y. Kim Director and Senior Vice President
Shaun P. Mathews Director and Vice President
Glen Salow Director and Vice President
Creed R. Terry Director and Vice President
Deborah Koltenuk Vice President and Treasurer, Corporate Controller
Frederick D. Kelsven Vice President and Chief Compliance Officer
Kirk P. Wickman Vice President, General Counsel and Secretary
* The principal business address of all directors and officers listed is 151
Farmington Avenue, Hartford, Connecticut 06156.
Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant
Incorporated herein by reference to Item 26 of Pre-Effective Amendment
No. 1 to the Registration Statement on Form N-4 (File No. 333-01107), as filed
electronically on August 2, 1996.
Item 27. Number of Contract Owners
As of September 30, 1996, there were 592,685 individuals holding interests
in variable annuity contracts funded through Variable Annuity Account C.
<PAGE>
Item 28. Indemnification
Reference is hereby made to Section 33-320a of the Connecticut General
Statutes ("C.G.S.") regarding indemnification of directors and officers of
Connecticut corporations. The statute provides in general that Connecticut
corporations shall indemnify their officers, directors, employees, agents, and
certain other defined individuals against judgments, fines, penalties, amounts
paid in settlement and reasonable expenses actually incurred in connection with
proceedings against the corporation. The corporation's obligation to provide
such indemnification does not apply unless (1) the individual is successful on
the merits in the defense of any such proceeding; or (2) a determination is made
(by a majority of the board of directors not a party to the proceeding by
written consent; by independent legal counsel selected by a majority of the
directors not involved in the proceeding; or by a majority of the shareholders
not involved in the proceeding) that the individual acted in good faith and in
the best interests of the corporation; or (3) the court, upon application by the
individual, determines in view of all the circumstances that such person is
reasonably entitled to be indemnified.
C.G.S. Section 33-320a provides an exclusive remedy: a Connecticut
corporation cannot indemnify a director or officer to an extent either greater
or less than that authorized by the statute, e.g., pursuant to its certificate
of incorporation, bylaws, or any separate contractual arrangement. However, the
statute does specifically authorize a corporation to procure indemnification
insurance to provide greater indemnification rights. The premiums for such
insurance may be shared with the insured individuals on an agreed basis.
Consistent with the statute, Aetna Inc. 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 and depositor for
the Registrant, Aetna Life Insurance and Annuity Company (ALIAC) also
acts as the principal underwriter and investment adviser for Aetna
Variable Encore Fund, Aetna Variable Fund, Aetna Series Fund, Inc.,
Aetna Generation Portfolios, Inc., Aetna Income Shares, Aetna
Investment Advisers Fund, Inc., Aetna Variable Portfolios, Inc., and
Aetna GET Fund (all registered management investment companies under
the 1940 Act). Additionally, ALIAC also acts as the principal
underwriter and depositor for Variable Life Account B and Variable
Annuity Accounts B and G (separate accounts of ALIAC registered as unit
investment trusts under the 1940 Act). ALIAC also acts as the principal
underwriter for Variable Annuity Account I (a separate account of Aetna
Insurance Company of America registered as a unit investment trust
under the 1940 Act).
(b) See Item 25 regarding the Depositor.
<PAGE>
(c) Compensation as of December 31, 1995:
(1) (2) (3) (4) (5)
Name of Net Underwriting Compensation on
Principal Discounts and Redemption or Brokerage
Underwriter Commissions Annuitization Commissions Compensation*
Aetna Life
Insurance $1,830,629 $74,341,006
and Annuity
Company
* Compensation shown in column 5 includes deductions for mortality and
expense risk guarantees and contract charges assessed to cover costs
incurred in the sales and administration of the contracts issued under
Variable Annuity Account C.
Item 30. Location of Accounts and Records
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules under it relating to the securities
described in and issued under this Registration Statement are located at the
home office of the Depositor as follows:
Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
Item 31. Management Services
Not applicable
Item 32. Undertakings
Registrant hereby undertakes:
(a) to file a post-effective amendment to this registration statement on
Form N-4 as frequently as is necessary to ensure that the audited
financial statements in the registration statement are never more than
sixteen months old for as long as payments under the variable annuity
contracts may be accepted;
(b) to include as part of any application to purchase a contract offered by
a prospectus which is part of this registration statement on Form N-4,
a space that an applicant can check to request a Statement of
Additional Information; and
<PAGE>
(c) to deliver any Statement of Additional Information and any financial
statements required to be made available under this Form N-4 promptly
upon written or oral request.
(d) The Company hereby represents that it is relying upon and complies
with the provisions of Paragraphs (1) through (4) of the SEC Staff's
No-Action Letter dated November 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
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
(f) Aetna Life Insurance and Annuity Company represents that the fees and
charges deducted under the contracts covered by this registration
statement, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed
by the insurance company.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, the Registrant, Variable Annuity Account C of Aetna Life
Insurance and Annuity Company, certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment
No. 3 to its Registration Statement on Form N-4 (File No. 333-01107) and has
duly caused this Post-Effective Amendment No. 3 to its Registration Statement on
Form N-4 (File No. 333-01107) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hartford, State of Connecticut, on the
16th day of December, 1996.
VARIABLE ANNUITY ACCOUNT C OF
AETNA LIFE INSURANCE AND
ANNUITY COMPANY
(Registrant)
By: AETNA LIFE INSURANCE AND
ANNUITY COMPANY
(Depositor)
By: Daniel P. Kearney*
-------------------------------------
Daniel P. Kearney
President
As required by the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 3 to the Registration Statement on Form N-4 (File No. 333-01107)
has been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
Daniel P. Kearney* Director and President )
- -------------------------- (principal executive officer)
Daniel P. Kearney )
)
Timothy A. Holt* Director and Chief Financial ) December
- ------------------------- Officer ) 16, 1996
Timothy A. Holt
)
Christopher J. Burns* Director )
- --------------------------
Christopher J. Burns )
)
Laura R. Estes* Director )
- --------------------------
Laura R. Estes )
)
Gail P. Johnson* Director )
- --------------------------
Gail P. Johnson )
)
<PAGE>
John Y. Kim* Director )
- --------------------------
John Y. Kim )
)
Shaun P. Mathews* Director )
- --------------------------
Shaun P. Mathews )
)
Glen Salow* Director )
- --------------------------
Glen Salow )
)
Creed R. Terry* Director )
- --------------------------
Creed R. Terry )
)
Deborah Koltenuk* Vice President and Treasurer, )
- -------------------------- Corporate Controller
Deborah Koltenuk )
By /s/ Julie E. Rockmore
----------------------------
*Attorney-in-Fact
<PAGE>
VARIABLE ANNUITY ACCOUNT C
EXHIBIT INDEX
Exhibit No. Exhibit Page
99-B.1 Resolution of the Board of Directors of Aetna Life
Insurance and Annuity Company establishing Variable
Annuity Account C *
99-B.3.1 Form of Broker-Dealer Agreement *
99-B.3.2 Alternative Form of Wholesaling Agreement and Related
Selling Agreement *
99-B.4.1 Form of Group Combination Annuity Contract
(Nonparticipating) (A001RP95) *
99-B.4.2 Form of Group Combination Annuity Certificate
(Nonparticipating) (A007RC95) *
99-B.4.3 Form of Group Combination Annuity Contract
(Nonparticipating) (A020RV95) *
99-B.4.4 Form of Group Combination Annuity Certificate
(Nonparticipating) (A027RV95) *
99-B.4.5 Form of Endorsement for Exchanged Contracts (EINRP95) *
99-B.4.6 Form of Endorsement for Exchanged Contracts (EINRV95) *
99-B.4.7 Form of Endorsement for 401(a) Plans *
99-B.4.8 Form of Endorsement (GET 9/96) for Contracts A001RP95 and
A020RV95 *
99-B.5 Form of Variable Annuity Contract Application (300-MOP-IB) *
99-B.6 Certification of Incorporation and By-Laws of Depositor *
99-B.8.1 Fund Participation Agreement (Amended and Restated)
between Aetna Life Insurance and Annuity Company,
Alger American Fund and Fred Alger Management, Inc.
dated March 31, 1995 *
*Incorporated by reference
<PAGE>
Exhibit No. Exhibit Page
99-B.8.2 Fund Participation Agreement between Aetna Life Insurance
and Annuity Company and Calvert Asset Management
Company (Calvert Responsibly Invested Balanced Portfolio,
formerly Calvert Socially Responsible Series) dated March
13, 1989 and amended December 12, 1993 *
99-B.8.3 Second Amendment dated January 1, 1996 to Fund
Participation Agreement between Aetna Life Insurance
and Annuity Company and Calvert Asset Management Company
(Calvert Responsibly Invested Balanced Portfolio,
formerly Calvert Socially Responsible Series) dated March
13, 1989 and amended December 27, 1993 *
99-B.8.4 Fund Participation Agreement between Aetna Life Insurance
and Annuity Company and Fidelity Distributors Corporation
(Variable Insurance Products Fund) dated February 1, 1994
and amended March 1, 1996 *
99-B.8.5 Fund Participation Agreement between Aetna Life Insurance
and Annuity Company and Fidelity Distributors Corporation
(Variable Insurance Products Fund II) dated February 1,
1994 and amended March 1, 1996 *
99-B.8.6 Service Agreement between Aetna Life Insurance and Annuity
Company and Fidelity Investments Institutional Operations
Company dated as of November 1, 1995 *
99-B.8.7 Fund Participation Agreement between Aetna Life Insurance
and Annuity Company and Franklin Advisers, Inc. dated
January 31, 1989 *
99-B.8.8 Fund Participation Agreement between Aetna Life Insurance
and Annuity Company and Janus Aspen Series dated April
19, 1994 and amended March 1, 1996 *
99-B.8.9 Fund Participation Agreement between Aetna Life Insurance
and Annuity Company and Lexington Management Corporation
regarding Natural Resources Trust dated December 1, 1988
and amended February 11, 1991 *
*Incorporated by reference
<PAGE>
Exhibit No. Exhibit Page
99-B.8.10 Fund Participation Agreement between Aetna Life Insurance
and Annuity Company and Advisers Management Trust (now
Neuberger & Berman Advisers Management Trust) dated April
14, 1989 and as assigned and modified on May 1, 1995 *
99-B.8.11 Fund Participation Agreement between Aetna Life Insurance
and Annuity Company and Scudder Variable Life Investment
Fund dated April 27, 1992 and amended February 19, 1993
and August 13, 1993 *
99-B.8.12 Amendment dated as of February 20, 1996 to Fund
Participation Agreement between Aetna Life Insurance
and Annuity Company and Scudder Variable Life Investment
Fund dated April 27, 1992 as amended February 19, 1993
and August 13, 1993. *
99-B.8.13 Fund Participation Agreement between Aetna Life Insurance
and Annuity Company, Investors Research Corporation and
TCI Portfolios, Inc. dated July 29, 1992 and amended
December 22, 1992 and June 1, 1994 *
99-B.9 Opinion of Counsel *
99-B.10.1 Consent of Independent Auditors
------------
99-B.10.2 Consent of Counsel
------------
99-B.13 Computation of Performance Data *
99-B.15.1 Powers of Attorney *
99-B.15.2 Authorization for Signatures *
27 Financial Data Schedule *
*Incorporated by reference
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors of Aetna Life Insurance and Annuity Company and Contract
Owners of Aetna Variable Annuity Account C:
We consent to the use of our reports incorporated herein by reference.
Our report dated February 6, 1996 refers to a change in 1993 in the Company's
method of accounting for certain investments in debt and equity securities.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
December 16, 1996
[Aetna letterhead] 151 Farmington Avenue Susan E. Bryant
Hartford, Ct 06156 Counsel
Investments & Financial Services
Law Division RC4A
(860) 273-7834
Fax: (860) 273-8340
December 16, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Variable Annuity Account C of Aetna Life Insurance and Annuity Company
Post-Effective Amendment No. 3 to the Registration Statement on Form N-4
File Nos. 333-01107 and 811-2513
Gentlemen:
As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I hereby
consent to the use of my opinion dated July 31, 1996 (incorporated herein by
reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4
(as Filed on August 2, 1996) as an exhibit to this Post-Effective Amendment No.
3 to the Registration Statement on Form N-4 (File No. 333-01107) and to my being
named under the caption "Legal Matters" therein.
Very truly yours,
/s/ Susan E. Bryant
Susan E. Bryant
Counsel
Aetna Life Insurance and Annuity Company
