<PAGE>
As filed with the Securities and Exchange Registration No. 33-75974
Commission on June 21, 1996 Registration No. 811-2513
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- --------------------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 5 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, RE4C, Hartford, Connecticut 06156
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Depositor's Telephone Number, including Area Code: (860) 273-7834
Susan E. Bryant, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, RE4C, Hartford, Connecticut 06156
(NAME AND ADDRESS OF AGENT FOR SERVICE)
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective (CHECK APPROPRIATE SPACE):
/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
<TABLE>
<CAPTION>
FORM N-4 LOCATION - PROSPECTUS DATED
ITEM NO. MAY 1, 1996, AS AMENDED BY
- -------- SUPPLEMENT DATED JUNE 21,
PART A (PROSPECTUS) 1996
-------------------- ---------------------------
<C> <S> <C>
1 Cover Page . . . . . . . . . . . . . . . . . . . . Cover Page
2 Definitions. . . . . . . . . . . . . . . . . . . . Definitions
3 Synopsis or Highlights . . . . . . . . . . . . . . Prospectus Summary; Fee Table and as amended
4 Condensed Financial Information. . . . . . . . . . Condensed Financial Information
5 General Description of Registrant,
Depositor, and Portfolio Companies . . . . . . . . The Company; Variable Annuity Account C; The Funds
6 Deductions and Expenses. . . . . . . . . . . . . . Charges and Deductions; The Contract - Distribution
7 General Description of Variable Annuity General Description of
Contracts. . . . . . . . . . . . . . . . . . . . . Variable Annuity Contracts; Miscellaneous
8 Annuity Period . . . . . . . . . . . . . . . . . . Annuity Period
9 Death Benefit. . . . . . . . . . . . . . . . . . . Death Benefit
10 Purchases and Contract Value . . . . . . . . . . . The Contract
11 Redemptions. . . . . . . . . . . . . . . . . . . . Withdrawals; Right to Cancel
12 Taxes. . . . . . . . . . . . . . . . . . . . . . . Tax Status
13 Legal Proceedings. . . . . . . . . . . . . . . . . Miscellaneous - Legal Proceedings
14 Table of Contents of the Statement of
Additional Information . . . . . . . . . . . . . . Statement of Additional
Information - Table of Contents
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FORM N-4
ITEM NO. PART B (STATEMENT OF ADDITIONAL INFORMATION) LOCATION
- -------- -------------------------------------------- ---------
<C> <S> <C>
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. . . . . . . . . . Not Applicable
22 Annuity Payments . . . . . . . . . . . . . . . . . Annuity Payments
23 Financial Statements . . . . . . . . . . . . . . . Financial Statements
</TABLE>
PART C (OTHER INFORMATION)
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C to this Registration Statement.
<PAGE>
VARIABLE ANNUITY ACCOUNT C
Aetna Life Insurance and Annuity Company
Supplement dated June 21, 1996 to the Prospectus dated May 1, 1996
Group Variable Retirement Annuity Contracts for Tax-Deferred Annuity Plans
(Section 403(b)),
Qualified 401 Plans, and HR10 Plans
AT A JUNE 17, 1996 SPECIAL MEETING OF THE SHAREHOLDERS OF AETNA VARIABLE FUND,
AETNA INCOME SHARES AND AETNA INVESTMENT ADVISERS FUND, INC. ("FUNDS"),
SHAREHOLDERS OF THE RESPECTIVE FUNDS APPROVED A PROPOSAL TO INCREASE THE
ADVISORY FEES FOR EACH OF THE FUNDS EFFECTIVE AUGUST 1, 1996. THEREFORE, THIS
SUPPLEMENT AMENDS THE INFORMATION CONTAINED IN THE MAY 1, 1996 PROSPECTUS (THE
"PROSPECTUS"), AS DESCRIBED BELOW.
- - THE FOLLOWING TABLE MODIFIES THE INFORMATION CONTAINED UNDER "ANNUAL EXPENSES
OF THE FUNDS" ON PAGE 8 OF THE PROSPECTUS TO REFLECT INCREASES IN ADVISORY
FEES OF THE RESPECTIVE FUNDS EFFECTIVE AUGUST 1, 1996 AS IF THE INCREASES HAD
BEEN IN EFFECT FOR THE YEAR ENDED DECEMBER 31, 1996. THE OTHER INVESTMENT
OPTIONS ARE NOT AFFECTED BY THIS CHANGE.
<TABLE>
<CAPTION>
INVESTMENT TOTAL FUND
ADVISORY FEES OTHER EXPENSES* ANNUAL EXPENSES
------------- --------------- ---------------
<S> <C> <C> <C>
Aetna Variable Fund 0.50% 0.06% 0.56%
Aetna Income Shares 0.40% 0.08% 0.48%
Aetna Investment Advisers Fund, Inc. 0.50% 0.08% 0.58%
</TABLE>
* As of May 1, 1996, the Company provides administrative services to the Funds
and assumes the Funds' ordinary recurring direct costs under an Administrative
Services Agreement. The "Other Expenses" shown are not based on figures for
the year ended December 31, 1995, but reflect the fee payable under this
Agreement.
- - THE FOLLOWING ILLUSTRATIONS APPLY TO THE FUNDS EFFECTIVE AUGUST 1, 1996 TO
REFLECT THE INCREASES IN THE RESPECTIVE ADVISORY FEES AND MODIFIES THE
INFORMATION FOUND IN THE "HYPOTHETICAL ILLUSTRATION (EXAMPLE)" FOUND ON PAGES
8 AND 9 IN THIS PROSPECTUS:
<TABLE>
<CAPTION>
403(B) PLANS
-----------------------------------------------------------------------------
IF YOU MAKE A COMPLETE WITHDRAWAL OF IF YOU DO NOT MAKE A COMPLETE
YOUR CONTRACT AT THE END OF THE WITHDRAWAL OF YOUR CONTRACT OR IF YOU
APPLICABLE TIME PERIOD: ANNUITIZE:
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aetna Variable Fund $97 $134 $174 $260 $77 $114 $152 $260
Aetna Income Shares $96 $132 $170 $252 $77 $111 $148 $252
Aetna Investment Advisers
Fund, Inc. $97 $135 $175 $262 $77 $114 $153 $262
<CAPTION>
401 PLANS
-----------------------------------------------------------------------------
IF YOU MAKE A COMPLETE WITHDRAWAL OF IF YOU DO NOT MAKE A COMPLETE
YOUR CONTRACT AT THE END OF THE WITHDRAWAL OF YOUR CONTRACT OR IF YOU
APPLICABLE TIME PERIOD: ANNUITIZE:
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aetna Variable Fund $135 $152 $169 $262 $87 $121 $158 $262
Aetna Income Shares $134 $150 $165 $254 $86 $119 $154 $254
Aetna Investment Advisers
Fund, Inc. $135 $153 $170 $264 $87 $122 $159 $264
<CAPTION>
HR10 PLANS
-----------------------------------------------------------------------------
IF YOU MAKE A COMPLETE WITHDRAWAL OF IF YOU DO NOT MAKE A COMPLETE
YOUR CONTRACT AT THE END OF THE WITHDRAWAL OF YOUR CONTRACT OR IF YOU
APPLICABLE TIME PERIOD: ANNUITIZE:
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aetna Variable Fund $104 $141 $181 $266 $85 $121 $159 $266
Aetna Income Shares $103 $139 $177 $258 $84 $118 $155 $258
Aetna Investment Advisers
Fund, Inc. $104 $142 $182 $268 $85 $121 $160 $268
</TABLE>
Form No. X75974.1 June 1996
<PAGE>
- - THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND UNDER "INVESTMENT
OPTIONS -- THE FUNDS" WITH RESPECT TO THE INVESTMENT ADVISERS FOUND ON PAGE 13
IN THE PROSPECTUS:
Effective August 1, 1996, Aeltus Investment Management, Inc. ("Aeltus") will
become the subadviser for the following Funds:
Aetna Variable Fund
Aetna Income Shares
Aetna Variable Encore Fund(1)
Aetna Investment Advisers Fund, Inc.
(1) It is currently expected that the proposal relating to the approval of
Aeltus as a subadviser for the Aetna Variable Encore Fund will be
submitted to shareholders at a meeting to be held on July 19, 1996. If
approved, such proposal would be effective on August 6, 1996. (Refer to
your Fund prospectus for further information.)
Form No. X75974.1 June 1996
<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. 5, respectively, by
reference to Post-Effective Amendment No. 3 to the Registration Statement on
Form N-4 (File No. 33-75974), as filed electronically on April 9, 1996.
<PAGE>
VARIABLE ANNUITY ACCOUNT C
PART C - OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
(1) Included in Part A:
Condensed Financial Information
(2) Included in Part B:
Financial Statements of Variable Annuity Account C:
- 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) Form of Variable Annuity Contract (G-CDA-HF)(3)
(5) Not applicable
(6) Certificate of Incorporation and By-Laws of Depositor(4)
(7) Not applicable
(8) 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(5)
(9) Opinion of Counsel(6)
(10.1) Consent of Independent Auditors
(10.2) Consent of Counsel
(11) Not applicable
<PAGE>
(12) Not applicable
(13) Not applicable
(14) Not applicable
(15.1) Powers of Attorney(7)
(15.2) Authorization for Signatures(5)
(27) Financial Data Schedule(7)
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 Pre-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 33-75996) filed on April 21, 1994.
3. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-4 (File No. 33-75964), as filed on February 14, 1995.
4. 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.
5. 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.
6. Incorporated by reference to Registrant's 24f-2 Notice for fiscal year
ended December 31, 1995, as filed electronically on February 29, 1996.
7. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-4 (File No. 33-75974), as filed electronically on April
9, 1996.
<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
Eugene M. Trovato Vice President and Treasurer,
Corporate Controller
Zoe Baird Senior Vice President and General
Counsel
Diane Horn Vice President and Chief Compliance
Officer
Susan E. Schechter Corporate Secretary and Counsel
* 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 25 of Post-Effective Amendment No.
41 to the Registration Statement on Form N-1A (File No. 2-53038), as filed
electronically on June 7, 1996.
<PAGE>
ITEM 27. NUMBER OF CONTRACT OWNERS
As of March 31, 1996, there were 555,664 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account C.
ITEM 28. INDEMNIFICATION
Reference is hereby made to Section 33-320a of the Connecticut General
Statutes ("C.G.S.") regarding indemnification of directors and officers of
Connecticut corporations. The statute provides in general that Connecticut
corporations shall indemnify their officers, directors, employees, agents, and
certain other defined individuals against judgments, fines, penalties, amounts
paid in settlement and reasonable expenses actually incurred in connection with
proceedings against the corporation. The corporation's obligation to provide
such indemnification does not apply unless (1) the individual is successful on
the merits in the defense of any such proceeding; or (2) a determination is made
(by a majority of the board of directors not a party to the proceeding by
written consent; by independent legal counsel selected by a majority of the
directors not involved in the proceeding; or by a majority of the shareholders
not involved in the proceeding) that the individual acted in good faith and in
the best interests of the corporation; or (3) the court, upon application by the
individual, determines in view of all the circumstances that such person is
reasonably entitled to be indemnified.
C.G.S. Section 33-320a provides an exclusive remedy: a Connecticut
corporation cannot indemnify a director or officer to an extent either greater
or less than that authorized by the statute, e.g., pursuant to its certificate
of incorporation, bylaws, or any separate contractual arrangement. However, the
statute does specifically authorize a corporation to procure indemnification
insurance to provide greater indemnification rights. The premiums for such
insurance may be shared with the insured individuals on an agreed basis.
Consistent with the statute, Aetna Life and Casualty Company has procured
insurance from Lloyd's of London and several major United States excess insurers
for its directors and officers and the directors and officers of its
subsidiaries, including the Depositor, which supplements the indemnification
rights provided by C.G.S. Section 33-320a to the extent such coverage does not
violate public policy.
ITEM 29. PRINCIPAL UNDERWRITER
(a) In addition to serving as the principal underwriter for the Registrant,
Aetna Life Insurance and Annuity Company (ALIAC) also acts as the principal
underwriter for Aetna Variable Encore Fund, Aetna Variable Fund, Aetna
Series Fund, Inc., Aetna Generation Portfolios, Inc., Aetna Income Shares,
Aetna Investment Advisers Fund, Inc., Aetna GET Fund, Variable Life Account
B and Variable Annuity Accounts B and G (separate accounts of ALIAC
registered as unit investment trusts), and Variable Annuity Account I (a
separate account of Aetna Insurance Company of America registered as a unit
investment trust). Additionally, ALIAC is the investment adviser for Aetna
Variable Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna
Investment Advisers Fund, Inc., Aetna GET
<PAGE>
Fund, Aetna Series Fund, Inc., and Aetna Generation Portfolios, Inc. ALIAC
is also the depositor of Variable Life Account B and Variable Annuity
Accounts B, C and G.
(b) See Item 25 regarding the Depositor.
(c) Compensation as of December 31, 1995:
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
NAME OF NET UNDERWRITING COMPENSATION
PRINCIPAL DISCOUNTS AND ON REDEMPTION BROKERAGE
UNDERWRITER COMMISSIONS OR ANNUITIZATION COMMISSIONS COMPENSATION*
<S> <C> <C> <C> <C>
Aetna Life $1,830,629 $74,341,006
Insurance and
Annuity Company
</TABLE>
* 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;
<PAGE>
(b) to include as part of any application to purchase a contract offered by
a prospectus which is part of this registration statement on Form N-4, a
space that an applicant can check to request a Statement of Additional
Information; and
(c) to deliver any Statement of Additional Information and any financial
statements required to be made available under this Form N-4 promptly
upon written or oral request.
(d) The Company hereby represents that it is relying upon and complies with
the provisions of Paragraphs (1) through (4) of the SEC Staff's No-
Action Letter dated November 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) PARA 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.
<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. 5 to its Registration Statement on Form N-4 (File No. 33-75974) and has duly
caused this Post-Effective Amendment No. 5 to its Registration Statement on Form
N-4 (File No. 33-75974) to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hartford, State of Connecticut, on the 20th day
of June, 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. 5 to the Registration Statement on Form N-4
(File No. 33-75974) has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ------ -----
<S> <C> <C> <C>
Daniel P. Kearney* Director and President )
- ---------------------- (principal executive officer) )
Daniel P. Kearney )
Timothy A. Holt* Director and Chief Financial Officer ) June
- ---------------------- ) 20, 1996
Timothy A. Holt
)
Christopher J. Burns* Director )
- ---------------------- )
Christopher J. Burns )
Laura R. Estes* Director )
- ----------------------- )
Laura R. Estes )
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Gail P. Johnson* Director )
- ------------------------ )
Gail P. Johnson )
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 )
Eugene M. Trovato* Vice President and Treasurer, )
- ------------------------ Corporate Controller )
Eugene M. Trovato
</TABLE>
By: /s/ Julie E. Rockmore
---------------------------------------
Julie E. Rockmore
*Attorney-in-Fact
<PAGE>
VARIABLE ANNUITY ACCOUNT C
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ----------- -------- -----
<C> <S> <C>
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 Form of Variable Annuity Contract (G-CDA-HF) *
99-B.6 Certificate of Incorporation and By-Laws of Depositor *
99-B.8 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.15.1 Powers of Attorney *
99-B.15.2 Authorization for Signatures *
27 Financial Data Schedule *
</TABLE>
*Incorporated by reference
<PAGE>
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.
/s/ KPMG Peat Marwick
Hartford, Connecticut
June 19, 1996
<PAGE>
Susan E. Bryant
Counsel
Law and Regulatory Affairs, RE4C
151 Farmington Avenue
Hartford, CT 06156
(860) 273-7834
Fax: (860) 273-8340
June 19, 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. 5 to the Registration Statement on
Form N-4
FILE NOS. 33-75974 and 811-2513
Gentlemen:
As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I
hereby consent to the use of my opinion dated February 28, 1996 (incorporated
herein by reference to the 24f-2 Notice for the fiscal year ended December
31, 1995 filed on behalf of Variable Annuity Account C of Aetna Life
Insurance and Annuity Company on February 29, 1996) as an exhibit to this
Post-Effective Amendment No. 5 to the Registration Statement on Form N-4
(File No. 33-75974) 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
