<PAGE>
As filed with the Securities and Exchange Registration No. 33-75982
Commission September 13, 1996 Registration No. 811-2513
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
Post-Effective Amendment No. 9 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.
*Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which
includes all the information which would currently be required in
prospectuses relating to the securities covered by Registration Statement
Nos.: 33-75968, 33-75966, and the individual deferred compensation contracts
covered by Registration Statement No. 33-75992.
<PAGE>
VARIABLE ANNUITY ACCOUNT C
CROSS REFERENCE SHEET
LOCATION - PROSPECTUS
DATED MAY 1, 1996, AS
AMENDED BY
SUPPLEMENTS DATED
JUNE 21, 1996,
FORM N-4 SEPTEMBER 3, 1996 AND
ITEM NO. PART A (PROSPECTUS) SEPTEMBER 13, 1996
- -------- ------------------- ----------------------
1 Cover Page.............................. Cover Page
2 Definitions............................. Definitions
3 Synopsis................................ 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 and as amended
6 Deductions and Expenses................. Charges and Deductions;
Distribution
7 General Description of Variable
Annuity Contracts....................... Purchase; Miscellaneous
8 Annuity Period.......................... Annuity Period
9 Death Benefit........................... Death Benefit During
Accumulation Period;
Death Benefit Payable
During the Annuity Period
10 Purchases and Contract Value............ Purchase; Contract
Valuation
11 Redemptions............................. Right to Cancel;
Withdrawals
12 Taxes................................... Tax Status
<PAGE>
13 Legal Proceedings....................... Miscellaneous - Legal
Matters and Proceedings
14 Table of Contents of the Statement
of Additional Information............... Contents of the Statement
of Additional Information
FORM N-4
ITEM NO. PART B (STATEMENT OF ADDITIONAL INFORMATION) LOCATION
- --------- -------------------------------------------- --------
15 Cover Page................................... Cover page
16 Table of Contents............................ Table of Contents
17 General Information and History.............. General Information
and History
18 Services..................................... General Information
and History;
Independent Auditors
19 Purchase of Securities Being Offered......... Offering and Purchase
of Contracts
20 Underwriters................................. Offering and Purchase
of Contracts
21 Calculation of Performance Data.............. Performance Data;
Average Annual Total
Return Quotations
22 Annuity Payments............................. Annuity Payments
23 Financial Statements......................... Financial Statements
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. 9 , respectively,
by reference to Post-Effective Amendment No. 6 to the Registration Statement
on Form N-4 (File No. 33-75982), as filed electronically on April 22, 1996
and by reference to a Supplement dated June 21, 1996 contained in
Post-Effective Amendment No. 2 to the Registration Statement on Form N-4
(File No. 33-75982), as filed electronically on June 21, 1996 and by
reference to a Supplement dated September 3, 1996 contained in Post-Effective
Amendment No. 8 to the Registration Statement on Form N-4 (File No.
33-75982), as filed electronically on September 3, 1996.
<PAGE>
VARIABLE ANNUITY ACCOUNT C
Aetna Life Insurance and Annuity Company
Supplement dated September 13, 1996 to the Prospectus dated May 1, 1996
Variable Annuity Contracts for Public Employer Deferred Compensation Plans
(Section 457)
and Defined Contribution Plans (Section 401(a))
THE INFORMATION IN THIS SUPPLEMENT UPDATES AND AMENDS THE INFORMATION CONTAINED
IN THE PROSPECTUS DATED MAY 1, 1996 (THE "PROSPECTUS") AND SHOULD BE READ WITH
THAT PROSPECTUS.
As of the date of this supplement, subject to applicable regulatory
authorization, the Aetna Variable Index Plus Portfolio is available as an
investment option under the variable annuity contract described in the
Prospectus.
The description of the Aetna Variable Index Plus Portfolio is as follows:
- AETNA VARIABLE PORTFOLIOS, INC. -- AETNA VARIABLE INDEX PLUS PORTFOLIO
seeks to outperform the total return performance of publicly traded common
stocks represented by the S&P 500 Composite Stock Price Index ("S&P 500"),
a broad based stock market index composed of 500 common stocks selected by
the Standard & Poor's Corporation. The Portfolio uses the S&P 500 as a
comparative benchmark because it represents approximately two-thirds of
the total market value of all U.S. common stocks, and is well known to
investors. Aetna Life Insurance and Annuity Company is the investment
adviser for the Portfolio, and Aeltus Investment Management, Inc. is the
sub-adviser.
Please refer to the Portfolio's prospectus for more comprehensive information
about the Portfolio.
FEE TABLE
The following information amends the "Annual Expenses of the Funds" and
"Hypothetical Illustration" sections of the Fee Table to include information for
the new Portfolio. Please also refer to the table of Separate Account Annual
Expenses in the Fee Table in the Prospectus, which also applies to the
Portfolio.
ANNUAL EXPENSES OF THE FUND
<TABLE>
<CAPTION>
INVESTMENT TOTAL FUND
ADVISORY FEES OTHER EXPENSES ANNUAL EXPENSES
------------- --------------- ---------------
<S> <C> <C> <C>
Aetna Variable Index Plus Portfolio 0.35% 0.15% 0.50%
</TABLE>
FORM NO. X75982.4 September, 1996
<PAGE>
HYPOTHETICAL ILLUSTRATION
THIS EXAMPLE IS PURELY HYPOTHETICAL. IT SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OR EXPECTED RETURN. ACTUAL EXPENSES
AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW.
The following Examples illustrate the expenses that would have been paid
assuming a $1,000 investment in the Contract and a 5% return on assets. For the
purposes of these Examples, the maximum maintenance fee of $20.00 that can be
deducted under the Contract has been converted to a percentage of assets equal
to 0.105%.
<TABLE>
<CAPTION>
EXAMPLE A EXAMPLE B
------------------------------------- -------------------------------------
IF YOU WITHDRAW YOUR ENTIRE CONTRACT IF YOU DO NOT WITHDRAW YOUR CONTRACT
VALUE AT THE END OF THE PERIODS VALUE, OR IF YOU ANNUITIZE AT THE END
SHOWN, YOU WOULD PAY THE FOLLOWING OF THE PERIODS SHOWN, YOU WOULD PAY
EXPENSES, INCLUDING ANY APPLICABLE THE FOLLOWING EXPENSES (NO DEFERRED
DEFERRED SALES CHARGE: SALES CHARGE IS REFLECTED):*
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 Index Plus
Portfolio $70 $113 $159 $217 $19 $58 $100 $217
</TABLE>
* This Example would not apply if a nonlifetime variable annuity option is
selected and a lump sum settlement is requested within three years after
annuity payments start since the lump sum payment will be treated as a
withdrawal during the Accumulation Period and will be subject to any deferred
sales charge that would then apply. (Refer to Example A.)
PERFORMANCE INFORMATION
Performance information for the investment adviser with respect to its
management of funds similar to the Portfolio described above is contained in the
Portfolio's prospectus.
The following replaces the second paragraph under the section entitled "The
Company":
The Company is a wholly owned subsidiary of Aetna Retirement Holdings, Inc.,
which is in turn a wholly owned subsidiary of Aetna Retirement Services,
Inc. and an indirect wholly owned subsidiary of Aetna Inc.
Form No. X75892.4 September 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)
(4.1) Form of Variable Annuity Contract (G-CDA-HF)(3)
(4.2) Form of Variable Annuity Contract (G-CDA-HD)(4)
(4.3) Endorsement (EGET-IC(R)) to Contracts G-CDA-HD and G-CDA-HF(2)
(5) Form of Variable Annuity Contract Application (300-GTD-IA)(5)
(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
<PAGE>
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)
(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
<PAGE>
(15.1) Powers of Attorney(10)
(15.2) Authorization for Signatures(2)
(27) Financial Data Schedule(4)
1. Incorporated by reference to Post-Effective Amendment No. 6 to
Registration Statement on Form N-4 (File No. 33-75986), as filed
electronically on April 22, 1996.
2. Incorporated by reference to Post-Effective Amendment No. 5 to
Registration Statement on Form N-4 (File No. 33-75986), as filed
electronically on April 12, 1996.
3. Incorporated by reference to Post-Effective Amendment No. 3 to
Registration Statement on Form N-4 (File No. 33-75964), as filed on February
24, 1995.
4. Incorporated by reference to Post-Effective Amendment No. 6 to
Registration Statement on Form N-4 (File No. 33-75982), as filed
electronically on April 22, 1996.
5. Incorporated by reference to Post-Effective Amendment No. 3 to
Registration Statement on Form N-4 (File No. 33-75982), as filed on February
24, 1995.
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 Registrant's 24f-2 Notice for fiscal year
ended December 31, 1995, as filed electronically on February 29, 1996.
9. Incorporated by reference to Post-Effective Amendment No. 4 to
Registration Statement on Form N-4 (File No. 33-75964), as filed on April
28, 1995.
10. 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.
<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
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.
<PAGE>
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 June 30, 1996, there were 584,184 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,
<PAGE>
Inc., Aetna Income Shares, Aetna Investment Advisers Fund,
Inc., Aetna GET Fund, Aetna Variable Portfolios, Inc., 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 Generation Portfolios, Inc.,
Aetna Variable Portfolios, Inc., Aetna GET Fund, and Aetna Series
Fund, 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
<PAGE>
ITEM 32. UNDERTAKINGS
Registrant hereby undertakes:
(a) to file a post-effective amendment to this registration statement
on Form N-4 as frequently as is necessary to ensure that the audited
financial statements in the registration statement are never more
than sixteen months old for as long as payments under the variable
annuity contracts may be accepted;
(b) to include as part of any application to purchase a contract offered
by a prospectus which is part of this registration statement on Form
N-4, a space that an applicant can check to request a Statement of
Additional Information; and
(c) to deliver any Statement of Additional Information and any financial
statements required to be made available under this Form N-4
promptly upon written or oral request.
(d) Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
<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. 9 to its Registration Statement on Form N-4 (File No. 33-75982) and has
caused this Post-Effective Amendment No. 9 to its Registration Statement on
Form N-4 (File No. 33-75982) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hartford, State of Connecticut, on
the 13th day of September, 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. 9 to the Registration Statement on Form N-4
(File No. 33-75982) 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 Officer ) September
- ------------------------ ) 13, 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
------------------------------
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 Variable Annuity Contract (G-CDA-HF) *
99-B.4.2 Form of Variable Annuity Contract (G-CDA-HD) *
99-B.4.3 Endorsement (EGET-IC(R)) to Contracts G-CDA-HD *
and G-CDA-HF
99-B.5 Form of Variable Annuity Contract Application *
(300-GTD-IA)
99-B.6 Certification of Incorporation and By-Laws *
of Depositor
99-B.8.1 Fund Participation Agreement (Amended and *
Restated) between Aetna Life Insurance and
Annuity Company, Alger American Fund and
Fred Alger Management, Inc. dated March 31,
1995
99-B.8.2 Fund Participation Agreement between Aetna *
Life Insurance and Annuity Company and
Calvert Asset Management Company (Calvert
Responsibly Invested Balanced Portfolio,
formerly Calvert Socially Responsible
Series) dated March 13, 1989 and amended
December 27, 1993
99-B.8.3 Second Amendment dated January 1, 1996 to *
Fund Participation Agreement between Aetna
Life Insurance and Annuity Company and
Calvert Asset Management Company (Calvert
Responsibly Invested Balanced Portfolio,
formerly Calvert Socially Responsible
Series) dated March 13, 1989 and amended
December 27, 1993
*Incorporated by reference
<PAGE>
EXHIBIT NO. EXHIBIT PAGE
- ----------- ------- ----
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
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
*Incorporated by reference
<PAGE>
EXHIBIT NO. EXHIBIT PAGE
- ----------- ------- ----
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
<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.
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
September 13, 1996
<PAGE>
151 Farmington Avenue SUSAN E. BRYANT
Hartford, CT 06156 Counsel
Law and Regulatory Affairs, RE4C
(860) 273-7834
Fax: (860) 273-8340
September 13, 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. 9 to the Registration Statement
on Form N-4
FILE NOS. 33-75982* 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. 9 to the Registration Statement on Form N-4
(File No. 33-75982) 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
_________________________
* Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which
includes all the information which would currently be required in
prospectuses relating to the securities covered Registration Statement
Nos.: 33-75968, 33-75966, and the individual deferred compensation
contracts covered by Registration Statement No. 33-75992.
