As filed with the Securities and Exchange Registration No. 33-75992
Commission on December 31, 1997 Registration No. 811-2513
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- -------------------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 10 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
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, RE4A, Hartford, Connecticut 06156
Depositor's Telephone Number, including Area Code: (860) 273-4686
Julie E. Rockmore, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, RE4A, Hartford, Connecticut 06156
(Name and Address of Agent for Service)
- -------------------------------------------------------------------------------
It is proposed that this filing will become effective:
____X____ immediately upon filing pursuant to paragraph (b) of Rule 485
_________ on _______________ pursuant to paragraph (b) of Rule 485
<PAGE>
VARIABLE ANNUITY ACCOUNT C
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
LOCATION - PROSPECTUS DATED MAY 1, 1997 AND AS
FORM N-4 AMENDED BY SUPPLEMENTS DATED AUGUST 21, 1997
ITEM NO. PART A (PROSPECTUS) 1997 AND DECEMBER 31, 1997
<S> <C> <C>
1 Cover Page.......................................... Cover Page, and as amended
2 Definitions......................................... Definitions, and as amended
3 Synopsis............................................ Prospectus Summary, and as amended; 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, and as amended; Distribution
7 General Description of Variable Annuity Contracts... Purchase, and as amended; Miscellaneous
8 Annuity Period...................................... Annuity Period, and as amended
9 Death Benefit....................................... Death Benefit During Accumulation Period; Death
Benefit Payable During the Annuity Period
10 Purchases and Contract Value........................ Purchase, and as amended; Contract Valuation
11 Redemptions......................................... Right to Cancel; Withdrawals, and as amended
12 Taxes............................................... Tax Status, and as amended
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOCATION - STATEMENT OF ADDITIONAL
INFORMATION DATED MAY 1, 1997
FORM N-4 PART B (STATEMENT OF ADDITIONAL INFORMATION)
ITEM NO.
<S> <C> <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...................... Performance Data; Average Annual
Total Return Quotations
22 Annuity Payments..................................... Annuity Payments
23 Financial Statements................................. Financial Statements
</TABLE>
Part C (Other Information)
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C to this Registration Statement.
<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. 10, respectively, by
reference to Post-Effective Amendment No. 8 to the Registration Statement on
Form N-4 (File No. 33-75992), as filed electronically on April 14, 1997
(Accession No. 0000950146-97-00591) and by reference to a Supplement to the
Prospectus dated August 21, 1997, as contained in Post-Effective Amendment No. 9
to the Registration Statement on Form N-4 (File No. 33-75992), as filed
electronicially on August 20, 1997 (Accession No. 0000950146-97-00132) and by
reference to a Supplement to the Prospectus dated December 31, 1997 which is
included in Part A of this Post-Effective Amendment No. 10.
<PAGE>
Aetna Life Insurance and Annuity Company
Variable Annuity Account C
Individual Deferred Variable Annuity Contracts for:
Individual Retirement Annuities (Section 408(b)) and
Simplified Employee Pension Plans (Section 408(k))
Supplement Dated December 31, 1997 to
Prospectus Dated May 1, 1997 as Amended on August 21, 1997
The Prospectus pages listed below are amended to include information about the
Contract offered as an Individual Retirement Annuity under Section 408A of the
Code ("Roth IRA"). Subject to state regulatory approval, Roth IRA Contracts will
be available on and after January 1, 1998.
Page DEFINITIONS--1
The section entitled DEFINITIONS on page DEFINITIONS--1 is amended by adding the
following:
Individual Retirement Annuity: An individual or group variable deferred annuity
intended to qualify under Code Section 408(b) or 408A.
Roth IRA: An Individual Retirement Annuity intended to qualify under Code
Section 408A.
Page Fee Table--1 and Page 5
The section entitled CONTRACT HOLDER TRANSACTION EXPENSES on page Fee Table--1
and the section entitled DEFERRED SALES CHARGE under CHARGES AND DEDUCTIONS on
page 5 are amended by adding the following:
For Installment Purchase Payment Contracts which are also Roth IRA Contracts the
Deferred Sales Charge will be calculated based on completed Contract Years.
Page Summary--1 and Page 4
The section entitled CONTRACTS OFFERED on page Summary--1 and the section
entitled PURCHASE on page 4 are amended by adding the following:
A Roth IRA Contract is a special form of IRA which can accept nondeductible
annual contributions. Contributions to a Simplified Employee Pension Plan
("SEP") are not permitted. The Contract can also accept transfers and rollovers,
but only from an Individual Retirement Annuity/Individual Retirement Account,
subject to ordinary income tax, or from another Roth IRA. The Company reserves
the right not to accept rollover contributions to an existing Contract.
X75992-97
<PAGE>
Page Summary--1 and Page 7
The section entitled WITHDRAWALS on page Summary--1 and the section entitled
WITHDRAWALS on page 7 are amended to include the following:
Roth IRAs provide for a tax-free withdrawal of all assets in the Contract, both
contributions and earnings, provided the withdrawal is not made within the
5-taxable year period beginning with the first tax year for which a contribution
was made, and the distribution is made after attainment of age 59-1/2, or on
account of death or disability, or for a qualified first-time home purchase.
Page 8
The section entitled ADDITIONAL WITHDRAWAL OPTIONS on Page 8 is amended to
include the following:
ECO--Estate Conservation Option is not available under the Roth IRA Contract.
Page Summary--2 and Page 9
The section entitled THE ANNUITY PERIOD on page Summary--2 and the section
entitled ANNUITY PERIOD on page 9 are amended to include the following:
For Roth IRAs, the minimum distribution rules do not apply prior to your death.
You are not required to begin taking minimum annual distributions by April 1 of
the calendar year following the calendar year you attain age 70-1/2. The general
rule that Annuity payments may not extend beyond your life/life expectancy or
beyond the joint lives/joint life expectancies of you and your Beneficiary does
not apply to a Roth IRA. The minimum distribution rules which apply to the
Beneficiary at your death and which are described in the Prospectus continue to
apply.
Page Summary--2 and Page 11
The section entitled TAXES on Page Summary--2 and the section entitled TAX
STATUS on page 11 are amended to include the following:
Section 408A of the Code permits eligible individuals to contribute to a Roth
IRA on an after-tax (nondeductible) basis. Distributions from other types of
qualified plans are not permitted to be transferred or rolled over to a Roth
IRA. A Roth IRA can accept transfers/rollovers only from an IRA, subject to
ordinary income tax, or from another Roth IRA. Any "qualified" distribution from
a Roth IRA is not includible in gross income. A "qualified" distribution is any
distribution made after you have attained age 59-1/2, or on account of your
death or disability, or for a qualified first-time home purchase. A distribution
will not be treated as "qualified" if it is made within the 5-taxable year
period beginning with the first taxable year for which a contribution was made.
If a distribution is not "qualified", the accumulated earnings are includible in
income. The 10% premature distribution penalty will apply to the taxable portion
of the distribution unless one of the exceptions under the Code applies (see
page 11 of the Prospectus under the TAX STATUS section.) A partial distribution
will first be treated as a return of cost basis (i.e. aggregate amount of
contributions).
Page 11
The section entitled Taxation of Distributions under TAX STATUS on page 11 is
amended to include the following after the third paragraph:
Beginning January 1, 1997, the penalty tax is also waived on distributions made
from an IRA to pay for health insurance premiums for certain unemployed
individuals. Beginning January 1, 1998, the penalty tax is waived if the amounts
withdrawn are used for a qualified first-time home purchase or for higher
education expenses.
X75992-97
<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: *
- Statement of Assets and Liabilities as of December 31, 1996
- Statements of Operations and Changes in Net Assets
for the years ended December 31, 1996 and 1995
- Notes to Financial Statements
- Independent Auditors' Report
Financial Statements of the Depositor: *
- Independent Auditors' Report
- Consolidated Statements of Income for the years ended
December 31, 1996, 1995 and 1994
- Consolidated Balance Sheets as of December 31, 1996 and 1995
- Consolidated Statements of Changes in Shareholder's Equity
for the years ended December 31, 1996, 1995 and 1994
- Consolidated Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994
- Notes to Consolidated Financial Statements
*Incorporated by reference
(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) Broker-Dealer Agreement(2)
(3.2) Alternative Form of Wholesaling Agreement and Related
Selling Agreement(2)
(4.1) Variable Annuity Contract (I-CDA-HD)(3)
(4.2) Variable Annuity Contract (GIH-CDA-HB) and (IMT-CDA-HO)(4)
(4.3) Variable Annuity Contract (IST-CDA-HO)(5)
(4.4) Variable Annuity Contract (I-CDA-HD(XC))(5)
(4.5) Endorsement (EIP-SDOTHD-97) to Contract I-CDA-HD(6)
(4.6) Endorsement (EIP-SDOTHD-97(NY)) to Contract I-CDA-HD(XC)(6)
(4.7) Endorsement (EIP-SDOTPM-97(NY)) to Contracts IMT-CDA-HO and
IST-CDA-HO(6)
<PAGE>
(4.8) Endorsement (EIP-SDOTPM-97) to Contracts IMT-CDA-HO and
IST-CDA-HO(6)
(4.9) Endorsement (EFUND97) to Contracts IMT-CDA-HO and
IST-CDA-HO(7)
(4.10) Endorsement (EIRA-ROTH-97(NY)) to Contract I-CDA-HD(XC)
(4.11) Schedule (ISIRA-97(XC)) to Contract I-CDA-HD(XC)
(5) Variable Annuity Contract Application (710.00.16H)(3)
(6.1) Certification of Incorporation of Aetna Life Insurance and
Annuity Company(8)
(6.2) Amendment of Certificate of Incorporation of Aetna Life
Insurance and Annuity Company(3)
(6.3) By-Laws, as amended September 17, 1997, of Aetna Life
Insurance and Annuity Company(9)
(7) Not applicable
(8.1) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company, Variable Insurance Products Fund and Fidelity
Distributors Corporation dated February 1, 1994 and amended on
December 15, 1994, February 1, 1995, May 1, 1995, January 1,
1996 and March 1, 1996(3)
(8.2) Fifth Amendment, dated as of May 1, 1997, to the Fund
Participation Agreement between Aetna Life Insurance and
Annuity Company, Variable Insurance Products Fund and Fidelity
Distributors Corporation dated February 1, 1994 and amended on
December 15, 1994, February 1, 1996, May 1, 1995, January 1,
1996 and March 1, 1996(10)
(8.3) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company, Variable Insurance Products Fund II and
Fidelity Distributors Corporation dated February 1, 1994 and
amended on December 15, 1994, February 1, 1995, May 1, 1995,
January 1, 1996 and March 1,1996(3)
(8.4) Fifth Amendment, dated as of May 1, 1997, to the Fund
Participation Agreement between Aetna Life Insurance and
Annuity Company, Variable Insurance Products Fund II and
Fidelity Distributors Corporation dated February 1, 1994 and
amended on December 15, 1994, May 1, 1995, January 1, 1996,
February 1, 1996 and March 1, 1996(10)
(8.5) Service Agreement between Aetna Life Insurance and Annuity
Company and Fidelity Investments Institutional Operations
Company dated as of November 1, 1995(11)
(8.6) Amendment dated January 1, 1997 to Service Agreement between
Aetna Life Insurance and Annuity Company and Fidelity
Investments Institutional Operations Company dated as of
November 1, 1995(10)
(8.7) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company, Janus Aspen Series and Janus Capital
Corporation dated December 8, 1997
(8.8) Service Agreement between Aetna Life Insurance and Annuity
Company and Janus Capital Corporation dated December 8, 1997
(9) Opinion and Consent of Counsel
(10) Consent of Independent Auditors
(11) Not applicable
<PAGE>
(12) Not applicable
(13) Schedule for Computation of Performance Data(12)
(14) Not applicable
(15.1) Powers of Attorney(10)
(15.2) Authorization for Signatures(2)
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 (Accession No. 0000950146-96-000563).
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 (Accession No. 0000912057-96-006383).
3. Incorporated by reference to Post-Effective Amendment No. 12 to Registration
Statement on Form N-4 (File No. 33-75964), as filed electronically on
February 11, 1997 (Accession No. 0000950146-97-000159).
4. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-75980), as filed electronically on
February 12, 1997 (Accession No. 0000950146-97-000171).
5. Incorporated by reference to Post-Effective Amendment No. 7 to Registration
Statement on Form N-4 (File No. 33-75992), as filed electronically on
February 13, 1997 (Accession No. 0000950146-97-000181).
6. Incorporated by reference to Post-Effective Amendment No. 8 to Registration
Statement on Form N-4 (File No. 33-75992), as filed electronically on April
14, 1997 (Accession No. 0000950146-97-000591).
7. Incorporated by reference to Post-Effective Amendment No. 14 to Registration
Statement on Form N-4 (File No. 33-75964), as filed electronically on July
29, 1997 (Accession No. 0000950146-97-01101).
8. 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 (Accession No. 0000950146-96-000534).
9. Incorporated by reference to Post-Effective Amendment No. 12 to Registration
Statement on Form N-4 (File No. 33-91846), as filed electronically on
October 30, 1997 (Accession No. 0000950146-97-001589).
10. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
Statement on Form S-6 (File No. 333-27337), as filed electronically on
December 9, 1997 (Accession No. 0000950146-97-001872).
11. 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 (Accession No. 0000928389-96-000136).
12. Incorporated by reference to Post-Effective Amendment No. 4 to Registration
Statement on Form N-4 (File No. 33-75964) filed on April 28, 1995.
<PAGE>
Item 25. Directors and Officers of the Depositor
Name and Principal
Business Address* Positions and Offices with Depositor
Thomas J. McInerney Director and President
Timothy A. Holt Director, Senior Vice President and Chief Financial
Officer
Christopher J. Burns Director and Senior Vice President
J. Scott Fox Director and Senior Vice President
John Y. Kim Director and Senior Vice President
Shaun P. Mathews Director and Senior Vice President
Thomas P. Waldron Director
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 Corporate 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 Post-Effective Amendment No.
31 to the Registration Statement on Form N-4 (File No. 33-34370), as filed
electronically on November 26, 1997 (Accession No. 0000950146-97-001802).
Item 27. Number of Contract Owners
As of November 30, 1997, there were 630,912 individuals holding interests
in variable annuity contracts funded through Variable Annuity Account C.
<PAGE>
Item 28. Indemnification
Reference is hereby made to Section 33-771(f) of the Connecticut General
Statutes ("C.G.S.") regarding indemnification of directors and Section 33-776(4)
regarding indemnification of officers, employees and agents of Connecticut
corporations. These statutes provide in general that Connecticut corporations
incorporated prior to January 1, 1997 shall indemnify their officers, directors,
employees and agents against "liability" (defined as the obligation to pay a
judgment, settlement, penalty, fine, excise tax in the case of an employee
benefit plan or reasonable expenses incurred with respect to a proceeding). In
the case of a proceeding by or in the right of the corporation, indemnification
is limited to reasonable expenses incurred in connection with the proceeding
against the corporation to which the individual was named a party. The
corporation's obligation to provide such indemnification does not apply unless
(1) the individual has met the standard of conduct set forth in Section 33-771;
and (2) a determination is made (by majority vote of a quorum of the board of
directors who were not parties to the proceeding, or if a quorum cannot be
obtained, by a committee of the board selected as described in Section
33-775(b)(2); by special legal counsel selected by the board of directors or
members thereof as described in Section 33-775(b)(3); by shareholders) that the
individual met the standard set forth in Section 33-771; 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. Also, unless limited by
its Certificate of Incorporation, a corporation must indemnify an individual who
was wholly successful on the merits or otherwise against reasonable expenses
incurred by him in connection with a proceeding to which he was a party because
of his relationship as director, officer, employee or agent of the corporation.
The statute does specifically authorize a corporation to procure indemnification
insurance on behalf of an individual who is or was a director, officer, employer
or agent of the corporation. 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.
Item 29. Principal Underwriter
(a) In addition to serving as the principal underwriter and depositor for
the Registrant, Aetna Life Insurance and Annuity Company (Aetna) also
acts as investment adviser, only, for Aetna Series Fund, Inc. and the
principal underwriter and investment adviser for Portfolio Partners,
Inc., Aetna Variable Encore Fund, Aetna Variable Fund, Aetna
Generation Portfolios, Inc., Aetna Income Shares, Aetna Investment
Advisers Fund, Inc., Aetna GET Fund, and Aetna Variable Portfolios,
Inc. (all management investment companies registered under the
Investment Company Act of 1940 (1940 Act)). Additionally, Aetna acts
as the principal underwriter and depositor for Variable Life Account B
of Aetna, Variable Annuity Account B of Aetna and Variable Annuity
Account G of Aetna (separate accounts of Aetna registered as unit
investment trusts under the 1940 Act). Aetna is also the principal
underwriter for Variable Annuity Account I of Aetna Insurance Company
of America (AICA) (a separate account of AICA registered as a unit
investment trust under the 1940 Act).
<PAGE>
(b) See Item 25 regarding the Depositor.
(c) Compensation as of December 31, 1996:
<TABLE>
(1) (2) (3) (4) (5)
<S> <C> <C> <C> <C>
Net Underwriting Compensation on
Name of Discounts and Redemption or Brokerage
Principal Underwriter Commissions Annuitization Commissions Compensation*
- --------------------- ----------- ------------- ----------- -------------
Aetna Life Insurance $1,325,661 $96,924,599
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) 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.
(e) 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 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 to its Registration
Statement on Form N-4 (File No. 33-75992) and has caused this Post-Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartford, State of Connecticut, on the 31st day of
December, 1997.
VARIABLE ANNUITY ACCOUNT C OF AETNA
LIFE INSURANCE AND ANNUITY COMPANY
(Registrant)
By: AETNA LIFE INSURANCE AND ANNUITY COMPANY
(Depositor)
By: Thomas J. McInerney*
----------------------------------------------
Thomas J. McInerney
President
As required by the Securities Act of 1933, this Post-Effective Amendment
No. 10 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Thomas J. McInerney* Director and President )
- ------------------------------------ (principal executive officer) )
Thomas J. McInerney )
)
Timothy A. Holt* Director, Senior Vice President and ) December
- ----------------------------------- Chief Financial Officer )
Timothy A. Holt ) 31, 1997
)
Christopher J. Burns* Director )
- ------------------------------------ )
Christopher J. Burns )
)
J. Scott Fox* Director )
- ------------------------------------ )
J. Scott Fox )
)
John Y. Kim* Director )
- ------------------------------------ )
John Y. Kim )
<PAGE>
Shaun P. Mathews* Director )
- ----------------------------------- )
Shaun P. Mathews )
)
Thomas P. Waldron* Director )
- ----------------------------------- )
Thomas P. Waldron )
)
Deborah Koltenuk* Vice President and Treasurer, )
- ----------------------------------- Corporate Controller )
Deborah Koltenuk )
</TABLE>
By: /s/ M. Katherine Johnson
------------------------
M. Katherine Johnson
*Attorney-in-Fact
<PAGE>
VARIABLE ANNUITY ACCOUNT C
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
<S> <C> <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 Broker-Dealer Agreement *
99-B.3.2 Alternative Form of Wholesaling Agreement and Related Selling Agreement *
99-B.4.1 Variable Annuity Contract (I-CDA-HD) *
99-B.4.2 Variable Annuity Contract (GIH-CDA-HB) and *
(IMT-CDA-HO)
99-B.4.3 Variable Annuity Contract (IST-CDA-HO) *
99-B.4.4 Variable Annuity Contract (I-CDA-HD(XC)) *
99-B.4.5 Endorsement (EIP-SDOTHD-97) to Contract IA-CDA-HD *
99-B.4.6 Endorsement (EIP-SDOTHD-97(NY)) to Contract *
I-CDA-HD(XC)
99-B.4.7 Endorsement (EIP-SDOTPM-97(NY)) to Contracts *
IMT-CDA-HO and IST-CDA-HO
99-B.4.8 Endorsement (EIP-SDOTPM-97) to Contracts IMT-CDA-HO and IST-CDA-HO *
99-B.4.9 Endorsement (EFUND97) to Contracts IMT-CDA-HO and IST-CDA-HO *
99-B.4.10 Endorsement (EIRA-ROTH-97(NY)) to Contract I-CDA-HD(XC) --------------
99-B.4.11 Schedule (ISIRA-97(XC)) to Contract I-CDA-HD(XC) --------------
99-B.5 Variable Annuity Contract Application (710.00.16H) *
99-B.6.1 Certification of Incorporation of Aetna Life Insurance and Annuity Company *
</TABLE>
*Incorporated by reference
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
<S> <C> <C>
99-B.6.2 Amendment of Certificate of Incorporation of Aetna Life Insurance and *
Annuity Company
99-B.6.3 By-Laws, as amended September 17, 1997, of Aetna Life Insurance and Annuity *
Company
99-B.8.1 Fund Participation Agreement between Aetna Life Insurance *
and Annuity Company, Variable Insurance Products Fund
and Fidelity Distributors Corporation dated February 1,
1994 and amended on December 15, 1994, February 1, 1995,
May 1, 1995, January 1, 1996 and March 1, 1996
99-B.8.2 Fifth Amendment, dated as of May 1, 1997, to the Fund Participation *
Agreement between Aetna Life Insurance and Annuity Company, Variable
Insurance Products Fund and Fidelity Distributors Corporation dated February
1, 1994 and amended on December 15, 1994, February 1, 1996, May 1, 1995,
January 1, 1996 and March 1, 1996
99-B.8.3 Fund Participation Agreement between Aetna Life Insurance
and Annuity Company, Variable Insurance Products Fund *
II and Fidelity Distributors Corporation dated February
1, 1994 and amended on December 15, 1994, February 1,
1995, May 1, 1995, January 1, 1996 and March 1,1996
99-B.8.4 Fifth Amendment, dated as of May 1, 1997, to the Fund Participation *
Agreement between Aetna Life Insurance and Annuity Company, Variable
Insurance Products Fund II and Fidelity Distributors Corporation dated
February 1, 1994 and amended on December 15, 1994, May 1, 1995, January 1,
1996, February 1, 1996 and March 1, 1996
99-B.8.5 Service Agreement between Aetna Life Insurance and Annuity Company and *
Fidelity Investments Institutional Operations Company dated as of November
1, 1995
99-B.8.6 Amendment dated January 1, 1997 to Service Agreement between Aetna Life *
Insurance and Annuity Company and Fidelity Investments Institutional
Operations Company dated as of November 1, 1995
</TABLE>
*Incorporated by reference
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
<S> <C> <C>
99-B.8.7 Fund Participation Agreement between Aetna Life Insurance and Annuity
Company, Janus Aspen Series and Janus Capital Corporation dated December 8,
1997
--------------
99-B.8.8 Service Agreement between Aetna Life Insurance and Annuity Company and Janus
Capital Corporation dated December 8, 1997
--------------
99-B.9 Opinion and Consent of Counsel
--------------
99-B.10 Consent of Independent Auditors
--------------
99-B.13 Schedule for Computation of Performance Data *
99-B.15.1 Powers of Attorney *
99-B.15.2 Authorization for Signatures *
</TABLE>
*Incorporated by reference
Aetna Life Insurance and Annuity Company
Code Section 408A "Roth IRA" Endorsement
This Endorsement is used to enable this Contract to meet the qualification
requirements for a Roth Individual Retirement Annuity under Code Section 408A.
The following provisions amend the terms of the Contract, and the terms of the
Endorsement shall prevail in case of a conflict with the terms of the Contract.
1. Section 5.03(e), Purchase Payments, is deleted in its entirety and
restated as follows:
Purchase Payments must be in cash and, except for rollover contributions
as permitted by Code Section 408A(e), the total of such contributions
cannot exceed $2,000 for any individual for any taxable year. Aetna will
maintain an asset account for crediting IRA contributions as described in
Code Section 408A.
Contributions that exceed limitations may either be refunded to the
Contract Holder or applied to the following calendar year's contribution,
as permitted by the Code. Aetna assumes no responsibility for tax
consequences that may result from excess contributions that are not
refunded to the Contract Holder.
2. Delete Section 5.03(g) in its entirety and replace it with the following:
Termination of Contract: Upon 90 days written notice to the Contract
Holder, Aetna may terminate the Contract Holder's Contract if no Purchase
Payments have been received for three full consecutive years and the
paid-up Annuity benefit at maturity would be less than $20 per month.
3. Add the following to Section 5.03(h):
Aetna is required by law to report any surrender to the Internal Revenue
Service. Surrenders are reported as fully taxable to the Contract Holder,
unless they are considered qualified distributions within the meaning of
Code Section 408A(d)(2), in which case they shall be reported as
non-taxable.
The Contract Holder or beneficiary must notify Aetna in writing when
a lump sum payment or Annuity payments are to commence. Aetna will not be
responsible for compliance with the Code Section 401(a)(9) minimum
distribution requirements and for any adverse tax consequences that may
result.
4. Delete Section 5.03(I) and replace it with the following:
5.03(i) Minimum Distribution Requirements
(1) General Requirement: The distribution of the Contract Holder's
Current Value shall be made in accordance with Code Section 408(b)(3),
except that the rules of the Code Section401(a)(9)(A) and the incidental
death benefit requirements of Code Section 401(a) shall not apply.
(2) Minimum Death Benefits: If the Contract Holder dies before his or her
entire Current Value is distributed, the entire remaining balance
will be distributed as follows:
(A) the Contract Holder dies on or after the date distributions have
begun, the entire remaining balance must be distributed at least as
rapidly as under the method of distribution being used as of the date of
the Contract Holder's death.
EIRA-ROTH-97(NY)
<PAGE>
(B) If the Contract Holder dies before distributions have begun, the
entire remaining balance must be distributed as elected by the Contract
Holder or, if the Contract Holder has not so elected, as elected by the
beneficiary or beneficiaries, as follows:
(i) by December 31st of the year containing the fifth anniversary of the
Contract Holder's death; or
(ii) in equal or substantially equal payments over the life or life
expectancy of the designated beneficiary or beneficiaries by December 31st
of the calendar year following the calendar year of the Contract Holder's
death. If, however, the beneficiary is the Contract Holder's surviving
spouse, then this distribution is not required to begin before December
31st of the year in which the Contract Holder would have turned age
70-1/2.
5. Add the following Section 5.03(j) Spousal Beneficiary. If the Contract
Holder dies before Annuity payments begin, a spousal beneficiary may elect
an Annuity option, a lump sum payment or to treat the Contract as his or
her own IRA. The election to treat the Contract as his or her own IRA will
be deemed to have been made if such surviving spouse makes a rollover to
or from such Contract, or fails to elect to receive a distribution in
accordance with (B) above.
6. Add the following Section 5.03(k) Life Expectancy: Life expectancy
is computed by use of the expected return multiples in Tables V of Section
1.72-9 of the Income Tax Regulations. Life expectancies for distributions
under an Annuity Option may not be recalculated.
7. Add the following Section 5.03(l) Annual Reports:
Aetna will furnish annual calendar year reports concerning the status of
the Contract.
8. Add the following Section 5.03(m) Right to Cancel:
The Contract Holder may cancel the Contract within 10 days of receiving it
by returning it to Aetna or to the person from whom it was purchased.
Within seven days from the cancellation request, Aetna will return all the
Contract Holder's Purchase Payments.
9. Add the following Section 5.03(n):
The following Sections 5.04 and 5.05 of the Special Provisions do not
apply to this Contract.
10. Delete the first paragraph of Section 4.01. "Choices to be Made" and
replace with the following:
An Annuity Option may be elected by telling Aetna to pay all or any
portion of the Current Value (minus any premium tax) as a premium for an
Annuity under Option 2, 3, 4 or 5 (see 4.06). The first Annuity payment
must generally be made no later than the first day of the month following
the Annuitant's 75th birthday. Aetna may be told to make the first Annuity
payment during any prior month.
Endorsed and made a part of the Contract as of the Effective Date.
EIRA-ROTH-97(NY)
<PAGE>
/s/ Thomas J. McInerney
-----------------------
President
Aetna Life Insurance and Annuity Company
EIRA-ROTH-97(NY)
VI FEE SCHEDULE
ROTH INDIVIDUAL RETIREMENT ANNUITY CONTRACT (IRA)
6.01. Maintenance Fee: The Maintenance Fee for a single premium Contract will be
$0. The Maintenance Fee for a flexible premium Contract will be $20.
6.2. Surrender Fee.
For each surrender, the Surrender Fee will be determined according to the number
of completed Contract Years. Contract Year is the period of 12 months measured
from the effective date of the Contract or from any anniversary of such date.
The Surrender Fee will be determined as follows:
Single Premium Contract
Completed Contract Years Surrender Fee
5 years or less 5%
More than 5 years but not more than 6 years 4%
More than 6 years but not more than 7 years 3%
More than 7 years but not more than 8 years 2%
More than 8 years but not more than 9 years 1%
More than 9 years 0%
Flexible Premium Contract
Completed Contract Years Surrender Fee
Less than 5 5%
5 or more but less than 7 4%
7 or more but less than 9 3%
9 or more but less than 10 2%
10 or more 0%
If a Contract is established as a rollover from another Aetna contract, the
Surrender Fee will be determined according to the effective date of the
predecessor contract. Aetna reserves the right to not accept a rollover
contribution to an existing contract.
No Surrender Fee is deducted from any portion of the Current Value which is
paid:
(a) At the death of the Annuitant before Annuity payments start; or
(b) As a premium for an Annuity under this Contract.
6.3. Table of Values--Fixed Account:
The values in the following table only apply to a single Purchase Payment of
$10,000 or an annual Purchase payment of $1,000.
The Paid-Up Annuity Benefit assumes the Current Value has accumulated in the
Fixed Account at the Guaranteed Interest Rate until age 65 and is applied to
Option 4 with a guaranteed period of 120 months.
The Surrender Value assumes the Purchase Payment is credited to the Fixed
Account at the Guaranteed Interest Rate at the beginning of the first Contract
year. The applicable Surrender Fees and Maintenance Fee, if any, are deducted.
Values would be different for other Purchase Payment amounts, if made at another
time, if partial surrenders are made, or if Aetna adds interest at a rate
greater than the Guaranteed Interest Rate-Fixed Account.
ISMIRA-97(NY)ROTH
FUND PARTICIPATION AGREEMENT
Among
JANUS ASPEN SERIES
and
AETNA LIFE INSURANCE AND ANNUITY COMPANY
and
JANUS CAPITAL CORPORATION
Aetna Life Insurance and Annuity Company (the "Company"), Janus Aspen
Series (the "Fund") and Janus Capital Corporation (the "Adviser") hereby agree
to an arrangement whereby the Fund shall be made available to serve as
underlying investment media for Variable Annuity or Variable Life Contracts
("Contracts") to be issued by the Company.
1. Establishment of Accounts; Availability of Fund.
(a) The Company represents that it has established Variable Annuity
Accounts B, C, D and Variable Life Account B and may establish
such other accounts as may be set forth in Schedule A attached
hereto and as may be amended from time to time with the mutual
consent of the parties hereto (the "Accounts"), each of which is a
separate account under Connecticut Insurance law, and has
registered or will register each of the Accounts (except for such
Accounts for which no such registration is required) as a unit
investment trust under the Investment Company Act of 1940 (the
"1940 Act"), to serve as an investment vehicle for the Contracts.
Each Contract provides for the allocation of net amounts received
by the Company to an Account for investment in the shares of one
of more specified open-end management investment companies
available through that Account as underlying investment media.
Selection of a particular investment management company and
changes therein from time to time are made by the participant or
Contract owner (hereinafter "Participant" or "Contract Owner"), as
applicable under a particular Contract.
The Company represents and warrants that it is an insurance
company duly organized and in good standing under the laws of the
State of Connecticut and that it has legally and validly
established each Account as a segregated asset account under such
law.
<PAGE>
The Company represents and warrants that the Contracts or
interests in the Accounts (1) are or, prior to issuance, will be
registered as securities under the 1933 Act or, alternatively (2)
are not registered because they are properly exempt from
registration under the 1933 Act or will be offered exclusively in
transactions that are properly exempt from registration under the
1933 Act. The Company further represents and warrants that the
Contracts will be issued in compliance in all material respects
with all applicable federal and state laws;
(b) The Fund and the Adviser represent and warrant that the
investments of the series of the Fund (each designated a
"Portfolio") specified in Schedule B attached hereto (as may be
amended from time to time with the mutual consent of the parties
hereto) will at all times be adequately diversified within the
meaning of Section 817(h) of the Internal Revenue Service Code of
1986, as amended (the "Code"), and the Regulations thereunder, and
that at all times while this agreement is in effect, all
beneficial interests will be owned by one or more insurance
companies, qualified plans, or by any other party permitted under
Section 1.817-5(f)(3) of the Regulations promulgated under the
Code or by the successor thereto, or by any other party permitted
under a Revenue Ruling or private letter ruling granted by the
Internal Revenue Service.
2. Pricing Information; Orders; Settlement.
(a) The Fund will make Fund shares available to be purchased by the
Company, and will accept redemption orders from the Company, on
behalf of each Account at the net asset value applicable to each
order on those days on which the New York Stock Exchange (the
"Exchange") is open and the Fund is obligated to calculate its net
asset value (a "Business Day"). Fund shares shall be purchased and
redeemed in such quantity and at such time determined by the
Company to be necessary to meet the requirements of those
Contracts for which the Fund serve as underlying investment media,
provided, however, that the Board of Trustees of the Fund
(hereinafter the "Trustees") may upon reasonable notice to the
Company, 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 the best interests of the shareholders of any
Portfolio and in compliance with their fiduciary obligations under
federal and/or any applicable state laws, necessary in the best
interests of the shareholders of any Portfolio.
(b) The Fund will provide to the Company closing net asset value,
dividend and capital gain information as soon as reasonably
practical after the close of trading each Business Day but in no
event later than 7:00 p.m. Eastern Standard Time on such Business
Day. The Fund shall be liable to the Company for systems and out
of pocket costs (as well as the cost to make the Accounts whole)
incurred by the Company in making a Contract Owner's or
Participant's Account whole if such costs or expenses are a result
of the Fund's failure to provide timely or correct (as determined
by the
<PAGE>
Fund) net asset values, dividend and capital gains information or
if the Fund changes such information after the Company receives
it. The Company will send via facsimile or electronic transmission
to the Fund or its specified agent orders to purchase and/or
redeem Fund shares by 10:00 a.m. Eastern Standard Time the
following Business Day. Payment for net purchases will be wired by
the Company to an account designated by the Fund to coincide with
the order for shares of the Fund. The Company hereby elects to
receive all such income dividends and capital gain distributions
as are payable on a Portfolio's shares in additional shares of
that Portfolio.
(c) The Fund hereby appoints the Company as its agent for the limited
purpose of accepting purchase and redemption orders for Fund
shares relating to the Contracts from Contract Owners or
Participants. Orders from Contract Owners or Participants received
from any distributor of the Contracts (including affiliates of the
Company) by the Company, acting as agent for the Fund, prior to
the close of the Exchange on any given Business Day will be
executed by the Fund at the net asset value determined as of the
close of the Exchange on such Business Day, provided that the Fund
receives written (or facsimile) notice of such order by 10 a.m.
Eastern Standard Time on the next following Business Day. Any
orders received by the Company acting as agent on such day but
after the close of the Exchange will be executed by the Fund at
the net asset value determined as of the close of the Exchange on
the next Business Day following the day of receipt of such order,
provided that the Fund receives written (or facsimile) notice of
such order by 10 a.m. Eastern Standard Time within two Business
Days following the day of receipt of such order.
(d) Payments for net redemption's of shares of the Fund will be wired
by the Fund to an account designated by the Company. Payments for
net purchases of the Fund will be wired by the Company to an
account designated by the Fund on the same Business Day the
Company places an order to purchase Fund shares. Payments shall be
in federal funds transmitted by wire.
(e) Each party has the right to rely on information or confirmations
provided by the other party (or by any affiliate of the other
party), and shall not be liable in the event that an error is a
result of any misinformation supplied by the other party.
(f) The Company agrees to purchase and redeem the shares of the
Portfolios named in Schedule B offered by the then current
prospectus and statement of additional information of the Fund in
accordance with the provisions of such prospectus and statement of
additional information. The Company shall not permit any person
other than a Contract owner or Participant to give instructions to
the Company which would require the Company to redeem or exchange
shares of the Fund. This provision shall not be construed to
prohibit the Company from substituting shares of another fund, as
permitted by law.
(g) Issuance and transfer of the Fund's shares will be by book entry
only. Stock certificates will not be issued to the Company or the
Accounts. Shares ordered from
<PAGE>
the Fund will be recorded in the appropriate tittle for each
Account or the appropriate subaccount of each Account.
3. Expenses.
(a) Except as otherwise provided in this Agreement, all expenses
incident to the performance by the Fund under this Agreement shall
be paid by the Fund, including the cost of registration of Fund
shares with the Securities and Exchange Commission (the "SEC") and
in states where required. 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 and in Schedule C attached
hereto and made a part of this Agreement as may be amended from
time to time with the mutual consent of the parties hereto. All
expenses incident to performance by each party of its respective
duties under this Agreement shall be paid by that party, unless
otherwise specified in this Agreement.
(b) The Fund or the Adviser shall provide to the Company Post Script
files of periodic fund reports to shareholders and other materials
that are required by law to be sent to Contract Owners. In
addition, the Fund or the Adviser shall provide the Company with a
sufficient quantity of its prospectuses, statements of additional
information and any supplements to any of these materials, to be
used in connection with the offerings and transactions
contemplated by this Agreement. In addition, the Fund shall
provide the Company with a sufficient quantity of its proxy
material that is required to be sent to Contract Owners. The
Company shall be responsible for delivering such materials to
Contract Owners in accordance with federal and state law, provided
the Fund or Adviser provides such materials to the Company on a
timely basis. The Adviser shall be permitted to review and approve
the typeset form of such material prior to such printing provided
such material has been provided by the Adviser to the Company
within a reasonable period of time prior to typesetting and
further provided that the Company's procedures provide for a
reasonable amount of time for the Adviser to provide such
materials. The Company shall be responsible for conforming
information in the typeset form to the information provided in the
post script files.
(c) In lieu of the Fund's or Adviser's providing printed copies of
prospectuses, statements of additional information and any
supplements to any of these materials, and periodic fund reports
to shareholders, the Company shall have the right to request that
the Fund transmit a copy of such materials in an electronic format
(Post Script files), which the Company may use to have such
materials printed together with similar materials of other Account
funding media that the Company or any distributor will distribute
to existing or prospective Contract Owners or Participants subject
to the conditions set forth in (b) above.
4. Representations.
<PAGE>
The Company agrees that it and its agents shall not, without the written
consent of the Fund or the Adviser, make representations concerning the Fund, or
its shares except those contained in the then current prospectuses and in
current printed sales literature approved by (or deemed approved by failure to
request changes within the expected time frame or because a form of such
materials has been approved or deemed approved) the Fund or the Adviser.
5. Termination.
This agreement shall terminate as to the sale and issuance of new
Contracts:
(a) at the option of either the Company, the Adviser or the Fund, upon
sixty days advance written notice to the other parties;
(b) at the option of the Company, upon one week advance written notice
to the Adviser and the Fund, if Fund shares are not available for
any reason to meet the requirement of Contracts as determined by
the Company. Reasonable advance notice of election to terminate
shall be furnished by Company;
(c) at the option of either the Company, the Adviser or the Fund,
immediately upon institution of formal proceedings against the
broker-dealer or broker-dealers marketing the Contracts, the
Account, the Company, the Fund or the Adviser by the National
Association of Securities Dealers, Inc. (the "NASD"), the SEC or
any other regulatory body;
(d) upon the determination of the Accounts to substitute for the
Fund's shares the shares of another investment company in
accordance with the terms of the applicable Contracts. The Company
will give 60 days written notice to the Fund and the Adviser of
any decision to replace the Fund's' shares;
(e) upon "assignment" of this Agreement as that term is defined in the
1940 Act, unless made with the written consent of all other
parties hereto;
(f) if Fund shares are not registered, issued or sold in conformance
with Federal law or such law precludes the use of Fund shares as
an underlying investment medium for Contracts issued or to be
issued by the Company. Prompt notice shall be given by the
appropriate party should such situation occur.
6. Continuation of Agreement.
Termination as the result of any cause listed in Section 5 shall not
affect the Fund's obligation to furnish its shares to Contracts then in force
for which its shares serve or may serve as the underlying medium unless such
further sale of Fund shares is prohibited by law or the SEC or other regulatory
body, or is determined by the Fund's Board to be necessary in the best interests
of the shareholders of any Portfolio.
<PAGE>
7. Advertising Materials; Filed Documents.
(a) Advertising and sales literature with respect to the Fund prepared
by the Company or its agents for use in marketing its Contracts
will be submitted to the Fund or its designee for review before
such material is submitted to any regulatory body for review. No
such material shall be used if the Fund or its designee reasonably
object to such use in writing, transmitted by facsimile within
three Business Days after receipt of such material.
(b) The Fund will provide additional copies of its financials as soon
as available to the Company and at least one complete copy of all
registration statements, prospectuses, statements of additional
information, annual and semi-annual reports, proxy statements and
all amendments or supplements to any of the above that relate to
the Fund promptly after the filing of such document with the SEC
or other regulatory authorities. At the Adviser's request, the
Company will provide to the Adviser at least one complete copy of
all registration statements, prospectuses, statements of
additional information, annual and semi-annual reports, proxy
statements, and all amendments or supplements to any of the above
that relate to the Account promptly after the filing of such
document with the SEC or other regulatory authority. The Fund and
Adviser will not be responsible for any information contained in
such materials that they have been given an opportunity to review
before filing.
(c) The Fund or the Adviser will provide via Excel spreadsheet
diskette format or in electronic transmission or other mutually
agreeable format to the Company at least quarterly, portfolio
information necessary to update Fund profiles within ten Business
Days following the end of each quarter.
(d) The Fund will reimburse the Company for any incorrect information
provided to the Company under this Section as provided for in
Schedule C.
8. Proxy Voting.
(a) The Company shall provide pass-through voting privileges on Fund
shares held by registered separate accounts to all Contract
Owner's and Participant's to the extent the SEC continues to
interpret the 1940 Act as requiring such privileges. The Company
shall provide pass-through voting privileges on Fund shares held
by unregistered separate accounts to all Contract Owner's.
(b) The Company will distribute to Contract Owner's and Participant's,
as appropriate, all proxy material furnished by the Fund and will
vote Fund shares in accordance with instructions received from
such Contract Owner's and Participant's. If and to the extent
required by law, the Company, with respect to each group Contract
and in each Account, shall vote Fund shares for which no
instructions have been received in the same proportion as shares
for which such instructions have been received. The
<PAGE>
Company and its agents shall not oppose or interfere with the
solicitation of proxies for Fund shares held for such Contract
Owner's and Participant's.
9. Indemnification.
(a) The Company agrees to indemnify and hold harmless the Fund and the
Adviser, and their trustees, directors, officers, employees,
agents and each person, if any, who controls the Fund or its
Adviser within the meaning of the Securities Act of 1933 (the
"1933 Act") against any losses, claims, damages or liabilities to
which the Fund or Adviser or any such trustee, director, officer,
employee, agent, or controlling person may become subject, under
the 1933 Act or otherwise, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) (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 Company 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, (ii)
arise out of or as a result of conduct, statements or
representations (other than statements or representations
contained in the prospectuses or sales literature of the Fund) of
the Company or its agents, with respect to the sale and
distribution of Contracts for which Fund shares are the underlying
investment (iii) arise out of or result from any failure by the
Company to provide the services or furnish the materials required
under the terms of this Agreement; or (iv) arise out of or result
from any material breach of any representation and/or warranty
made by the Company in the Agreement or arise out of or result
from any other material breach of this Agreement by the Company.
The Company will reimburse any legal or other expenses reasonably
incurred by the Fund or Adviser or any such trustee, director,
officer, employee, agent, investment adviser, or controlling
person in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that
the Company will not be liable in any such case to the extent that
any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or
omission or alleged omission made in such Registration Statement
or prospectus in conformity with written materials furnished to
the Company by the Fund specifically for use therein.
(b) The Fund and the Adviser agree to indemnify and hold harmless the
Company and its directors, officers, employees, agents and each
person, if any, who controls the Company within the meaning of the
1933 Act against any losses, claims, damages or liabilities to
which the Company or any such director, officer, employee, agent
or controlling person may become subject, under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) (i) arise out of or are based upon
any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, prospectuses or
sales literature of the Fund or Adviser 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 material fact
required to be stated therein or necessary to make the statements
therein not misleading, (ii) arise out of or result from any
failure by the Fund and/or Adviser to provide the services or
<PAGE>
furnish the materials required under the terms of this Agreement;
or (iii) arise out of or result from any material breach of any
representation and/or warranty made by the Fund and/or Adviser in
the Agreement or arise out of or result from any other material
breach of this Agreement by the Fund and/or Adviser. The Fund will
reimburse any legal or other expenses reasonably incurred by the
Company or any such director, officer, employee, agent, or
controlling person in connection with investigating or defending
any such loss, claim, damage, liability or action; provided,
however, that the Fund will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out
of or is based upon an untrue statement or omission or alleged
omission made in such Registration Statement or prospectuses which
are in conformity with written materials furnished to the Fund by
the Company specifically for use therein.
(c) Promptly after receipt by an indemnified party hereunder of notice
of the commencement of action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying
party hereunder, notify the indemnifying party of the commencement
thereof; but the omission to so notify the indemnifying party will
not relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 10. In case
any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to
the extent that it may wish to, assume the defense thereof, with
counsel satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of its
election to assume the defense thereof, the indemnifying party
will not be liable to such indemnified party under this Section 9
for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other
than reasonable costs of investigation.
10. Potential Conflicts.
(a) The Company has received a copy of an application for exemptive
relief, as amended, filed by the Fund May 21, 1993 on and on
December 9, 1993 with the SEC and the order issued by the SEC
dated March 2, 1994 (File No. 812-8408) in response thereto (the
"Shared Funding Exemptive Order"). The Company has reviewed the
conditions to the requested relief set forth in such application
for exemptive relief. As set forth in such application, the Board
of Trustees of 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
("Participating Companies") investing in the Fund. An
irreconcilable material conflict may arise for a variety of
reasons, including: (i) an action by any state insurance
regulatory authority; (ii) 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 actions by insurance, tax or securities regulatory
authorities; (iii) an administrative or judicial decision in any
relevant proceeding; (iv) the manner in which the investments of
any portfolio are being managed; (v) a difference in voting
instructions given by variable
<PAGE>
annuity Contract Owners and variable life insurance Contract
Owners; or (vi) 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.
(b) The Company will report any potential or existing conflicts of
which it is aware to the Board. The Company will assist the Board
in carrying out its responsibilities under the Shared Funding
Exemptive Order by providing the Board 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.
(c) If a majority of the Board, or a majority of its disinterested
Board members, determines that a material irreconcilable conflict
exists with regard to Contract Owner investments in a Fund, the
Board shall give prompt notice to all Participating Companies and
the Company shall, in cooperation with other Participating
Companies whose Contract Owners are affected, and to the extent
reasonably practicable (as determined by a majority of the
disinterested Board members), take such action as is necessary to
remedy or eliminate the irreconcilable material conflict. Such
necessary action may include but shall not be limited to:
(i) withdrawing the assets allocable to the Account from the
Fund and reinvesting such assets in a different investment
medium or submitting the question of 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 Companies) that votes in favor
of such segregation, or offering to the affected Contract
Owners the option of making such a change; and/or
(ii) establishing a new registered management investment company
or managed separate account.
(d) If a material irreconcilable conflict arises as a result of a
decision by the Company to disregard its Contract Owner voting
instructions and said decision represents a minority position or
would preclude a majority vote by all of its Contract Owners
having an interest in the Fund, the Company at its sole cost, may
be required, at the Board's election, to withdraw an 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.
(e) For the purpose of this Section 10, a majority of the
disinterested Board members shall determine whether or not any
proposed action adequately remedies any irreconcilable material
conflict, but in no event will the Fund be required to establish a
new funding
<PAGE>
medium for any Contract. The Company shall not be required by this
Section 11 to establish a new funding medium for any Contract if
an offer to do so has been declined by vote of a majority of the
Contract Owners or Participants materially adversely affected by
the irreconcilable material conflict.
(f) 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 relief from any
provision of the 1940 Act or the rules promulgated thereunder with
respect to mixed or shared funding (as defined in the Exemptive
Order, then the Fund and/or the Participating Insurance Companies,
as appropriate, shall take such steps as may be necessary to
comply with Rules 6e-2 and 63-3(T), as amended, and Rule 6e-3, as
adopted, to the extent such rules are applicable.
11. Miscellaneous.
(a) Amendment and Waiver. Neither this Agreement, nor any provision
hereof, may be amended, waived, discharged or terminated orally,
but only by an instrument in writing signed by all parties hereto.
(b) Notices. All notices and other communications hereunder shall be
given or made in writing and shall be delivered personally, or
sent by telex, telecopier or registered or certified mail, postage
prepaid, return receipt requested, to the party or parties to whom
they are directed at the following addresses, or at such other
addresses as may be designated by notice from such party to all
other parties.
To the Company:
Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
Attention: Julie E. Rockmore, Counsel
To the Fund:
Janus Aspen Series
100 Fillmore Street
Denver, Colorado 80203
Attention: General Counsel
To the Advisor:
Janus Capital Corporation
100 Fillmore Street
Denver, Colorado 80203
<PAGE>
Attention: General Counsel
Any notice, demand or other communication given in a manner prescribed in this
subsection (b) shall be deemed to have been delivered on receipt.
(c) Successors and Assigns. This agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective permitted
successors and assigns.
(d) Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one agreement,
and any party hereto may execute this Agreement by signing any such
counterpart.
(e) Severability. In case any one or more of the provisions contained in this
Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby.
(f) Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties hereto and supersedes all prior
agreement and understandings relating to the subject matter hereof.
(g) Governing Law. This Agreement shall be governed and interpreted in
accordance with the laws of the State of Connecticut.
(h) It is understood by the parties that this Agreement is not an exclusive
arrangement in any respect.
(i) The terms of this Agreement and the Schedules thereto will be held
confidential by each party except to the extent that either party or its
counsel may deem it necessary to disclose such terms.
(j) Each party shall cooperate with each other party and all appropriate
governmental authorities (including without limitation the Securities and
Exchange Commission, the National Association of Securities Dealers,
Inc., 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.
(k) The Company agrees and acknowledges that the Adviser is the sole owner of
the name and mark "Janus" and that all use of any designation comprised
in whole or part of Janus (a "Janus Mark") under this Agreement shall
inure to the benefit of Janus Capital. Any use of a Janus Mark by the
Company must be in a form approved by the Adviser. Upon termination of
this Agreement for any reason, the Company shall cease all use of any
Janus Mark(s) as soon as reasonably practicable.
<PAGE>
12. Limitation on Liability of Trustees, etc.
This agreement has been executed on behalf of the Fund by the undersigned
officer of the Fund in his or her capacity as an officer of the Fund. The
obligations of this agreement shall be binding upon the assets and property of
the Fund only and shall not be binding on any Trustee, officer or shareholder of
the Fund individually.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their
duly authorized officers effective as of the 8th day of December, 1997.
AETNA LIFE INSURANCE AND
ANNUITY COMPANY
By: /s/ Laurie M. LeBlanc
-----------------------------------------
Name: Laurie M. LeBlanc
-----------------------------------------
Title: Vice President
-----------------------------------------
Date: 12/8/97
-----------------------------------------
JANUS ASPEN SERIES
By: /s/ Bonnie Howe
-----------------------------------------
Name: Bonnie M. Howe
-----------------------------------------
Title: Assistant Vice President
-----------------------------------------
Date: 12/2/97
-----------------------------------------
JANUS CAPITAL CORPORATION
By: /s/ Stephen L. Stieneker
-----------------------------------------
Name: Stephen L. Stieneker
-----------------------------------------
Title: Vice President
-----------------------------------------
Date: 12/2/97
-----------------------------------------
<PAGE>
Schedule A
<PAGE>
Schedule B
Janus Aspen Aggressive Growth
Janus Aspen Growth
Janus Aspen Worldwide Growth
Jaspen Aspen Balanced
Janus Aspen Flexible Income
Janus Aspen Short-Term Bond
<PAGE>
Schedule C
The following costs, expenses and reimbursements will be paid by the party
indicated:
1. For purposes of Sections 2 and 7, the Fund or the Adviser shall be liable
to the Company for systems and out of pocket costs incurred by the
Company in making a Contract owner's or a participant's account whole, if
such costs or expenses are a result of the Fund's failure to provide
timely or correct (as determined by the Fund) net asset values, dividend
and capital gains or financial information and if such information is not
corrected by 4pm EST of the next business day after releasing such
incorrect information provided the incorrect NAV as well as the correct
NAV for each day that the error occurred is provided. If a mistake is
caused in supplying such information or confirmations, which results in a
reconciliation with incorrect information, the amount required to make a
Contract Owner's or a Participant's account whole shall be borne by the
party providing the incorrect information, regardless of when the error
is corrected.
2. For purposes of Section 3, the Fund or the Adviser shall pay for the cost
of typesetting, printing and distributing periodic fund reports to
shareholders, prospectuses, prospectus supplements, statements of
additional information, proxy materials and other materials that are
required by law to be sent to existing Contract Owners or Participants
and the Company shall pay for the cost of printing such materials for
prospective Contract Owners or Participants and the cost of distributing
such materials. Each party shall be provided with such supporting data as
may reasonably be requested for determining expenses under this Section.
3. The Fund shall pay all expenses in connection with the provision to the
Company of a sufficient quantity of Fund initiated proxy material under
Section 2. The cost associated with proxy preparation, group
authorization letters, programming for tabulation and necessary materials
(including postage) will be paid by the Fund.
<PAGE>
Dated this 8th day of December, 1997.
AETNA LIFE INSURANCE AND
ANNUITY COMPANY
By: /s/ Laurie M. LeBlanc
-----------------------------------------
Name: Laurie M. LeBlanc
-----------------------------------------
Title: 12/8/97
-----------------------------------------
JANUS ASPEN SERIES
By: /s/ Bonnie Howe
-----------------------------------------
Name: Bonnie M. Howe
-----------------------------------------
Title: Assistant Vice President
-----------------------------------------
JANUS CAPITAL CORPORATION
By: /s/ Stephen L. Stieneker
-----------------------------------------
Name:: Stephen L. Stieneker
-----------------------------------------
Title: Vice President
-----------------------------------------
SERVICE AGREEMENT
WITH
INVESTMENT ADVISER
AGREEMENT, effective as of December 8, 1997, between Janus Capital
Corporation (the "Adviser"), a Colorado corporation, and Aetna Life Insurance
and Annuity Company (the "Company"), a Connecticut corporation, for the
provision of described administrative services by the Company in connection with
the sale of shares of the Janus Aspen Series (the "Fund") as described in the
Fund Participation Agreement dated December 8, 1997 between the Company, the
Fund and the Adviser (the "Fund Participation Agreement").
In consideration of their mutual promises, the Adviser and the Company agree as
follows:
1. The Company agrees to provide the following services to the Adviser and the
Fund:
a. responding to inquiries from owners of or Participants in the
Company variable annuity contracts and variable life insurance
policies using the Funds as an investment vehicle ("Contract
Owners") regarding the services performed by the Company that
relate to the Funds;
b. providing information to Adviser and Contract Owners with respect
to Fund shares attributable to Contract Owner accounts;
c. communicating directly with Contract Owners concerning the Funds'
operations;
d. providing such other similar services as Adviser may reasonably
request pursuant to Adviser's agreement with the Funds to the
extent permitted under applicable federal and state requirements.
2. (a) Administrative services to Contract Owners and Participants
shall be the responsibility of the Company and shall not be the
responsibility of the Fund or the Adviser. The Adviser recognizes
the Company as the sole shareholder of Fund shares issued under
the Fund Participation Agreement, and that substantial savings
will be derived in administrative expenses, such as significant
reductions in postage expense and shareholder communications, by
virtue of having a sole shareholder for each of the Accounts
rather than multiple shareholders. In consideration of the
savings resulting from such arrangement, and to compensate the
Company for its costs, the Adviser agrees to pay to the Company
and the Company agrees to accept as full compensation for all
services rendered hereunder an amount described in Schedule A
attached hereto and made a part of this
<PAGE>
Agreement as may be amended from time to time with the mutual
consent of the parties hereto.
(b) The Company represents and warrants that the Adviser's payments
to the Company are for administrative services only and do not
constitute payment in any manner for investment advisory services
or for costs of distribution.
(c) For the purposes of computing the administrative fee
reimbursement contemplated by this Section 2, the average
aggregate amount invested by the Company over a one month period
shall be computed by totaling the Company's aggregate investment
(share net asset value multiplied by total number of shares held
by the Company) on each business day during the month and
dividing by the total number of business days during each month.
(d) The Adviser will calculate the reimbursement of administrative
expenses at the end of each month and will make such
reimbursement to the Company within 30 days thereafter. The
reimbursement payment will be accompanied by a statement showing
the calculation of the monthly amounts payable by the Adviser and
such other supporting data as may be reasonably requested by the
Company. Payment will be wired by the Adviser to an account
designated by the Company.
3. (a) The Company represents and warrants that: (1) it and its
employees meet and it will use its best efforts to assure that
its agents meet the requirements of applicable law, including but
not limited to federal and state securities law and state
insurance law, for the performance of services contemplated
herein; (2) the fee provided herein does not include any payment
to the Company that is prohibited under the Employee Retirement
Income Securities Act of 1974 ("ERISA") with respect to any
assets of a Contract Owner invested in a Contract using the Funds
as investment vehicles; and (3) the Company is (i) registered as
a broker-dealer (ii) has entered into arrangements with an
affiliate to act as its broker-dealer, or (iii) is not required
to be registered a s a broker-dealer pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") or any applicable state
securities laws in order to enter into and perform the services
set forth in this Agreement.
(b) The Company represents, warrants and agrees that, if required by
applicable law, as determined solely in discretion of the
Company, the Company will disclose to each Contract Owner the
existence of the fee received by the Company pursuant to this
Agreement in a form consistent with the requirements of
applicable law.
2
<PAGE>
4. The Company agrees to indemnify and hold harmless the Adviser and its
directors, officers, and employees from any and all loss, liability and
expense resulting from any gross negligence or willful wrongful act of
the Company or its employees or agents under this Agreement or a breach
of a material provision of this Agreement, except to the extent such
loss, liability or expense is the result of the Adviser's misfeasance,
bad faith or gross negligence in the performance of its duties.
5. The Adviser agrees to indemnify and hold harmless the Company and its
directors, officers, and employees from any and all loss, liability and
expense resulting from any gross negligence or willful wrongful act of
the Adviser or its employees or agents under this Agreement or a breach
of a material provision under this Agreement, except to the extent such
loss, liability or expense is the result of the Company's own
misfeasance, bad faith or gross negligence in the performance of its
duties.
6. Either party may terminate this Agreement, without penalty, (i) on
sixty (60) days written notice to the other party, for any cause or
without cause, or (ii) on reasonable notice to the other party, if it
is not permissible to continue the arrangement described herein under
laws, rules or regulations applicable to either party or the Fund, or
if the Participation Agreement is terminated.
This Agreement may not be assigned (as that term is defined in the 1940
Act) by either party without the prior written approval of the other
party, which approval will not be unreasonably withheld, except that
the Adviser may assign its obligations under this Agreement, including
the payment of all or any portion of the fee, to the Fund upon one
hundred and twenty (120) days' written notice to the Company if legally
permissible to do so and provided Fund and/or Adviser agree to pay for
any costs or expenses incurred with such charge (e.g. prospectuses,
etc.) unless such change is able to be made in the ordinary course of
updating the prospectus for its annual update.)
7. The terms of this arrangement will be held confidential by each party
except to the extent that either party or its counsel may deem it
necessary under applicable law to disclose this arrangement.
8. This Agreement together with the Fund Participation Agreement
represents the entire Agreement of the parties on the subject matter
hereof and it cannot be amended or modified except in writing, signed
by the parties. This Agreement may be executed in one or more separate
counterparts, all of which, when taken together, shall constitute one
and the same Agreement.
9. All notices and other communications hereunder shall be given or made
in writing and shall be delivered personally, or sent by telex,
telecopier or registered or certified mail, postage prepaid, return
receipt requested, to the party to whom they
3
<PAGE>
are directed at the following addresses, or at such other addresses as
may be designated by notice from such party to the other party.
To Aetna:
Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
Attention: Julie E. Rockmore, Counsel
To Adviser:
Janus Capital Corporation
100 Fillmore Street
Denver, Colorado 80206
Attention: General Counsel
Any notice, demand or other communication given in a manner prescribed in this
Section 8 shall be deemed to have been delivered on receipt.
IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be executed by their authorized officers as of the day and year
first above written.
JANUS CAPITAL CORPORATION
By: /s/ Stephen L. Stieneker
--------------------------------------
Date: 12/2/97
--------------------------------------
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Laurie M. LeBlanc
-------------------------------------
Date: 12/8/97
-------------------------------------
4
<PAGE>
Schedule A
Dated this 8th day of December, 1997.
JANUS CAPITAL CORPORATION
By: /s/ Stephen L. Stieneker
-------------------------------------
Date: 12/2/97
-------------------------------------
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Laurie M. LeBlanc
-------------------------------------
Date: 12/8/97
-------------------------------------
5
[Aetna logo]
[Aetna letterhead]
151 Farmington Avenue
Hartford, CT 06156
December 31, 1997 Julie E. Rockmore
Counsel
Law Division, RE4A
Investments & Financial Services
(860) 273-4686
Fax: (860) 273-8340
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Aetna Life Insurance and Annuity Company and its Variable Annuity Account C
Post-Effective Amendment No. 10 to Registration Statement on Form N-4
Prospectus Title: Individual Retirement Planning Variable
Annuity Contracts for: Individual Retirement Annuities (Section
408(b)), and Simplified Employee Pension Plans (Section 408(k))
File Nos. 33-75992 and 811-2513
Dear Sir or Madam:
The undersigned serves as counsel to Aetna Life Insurance and Annuity Company, a
Connecticut life insurance company (the "Company"). It is my understanding that
the Company, as depositor, has registered an indefinite amount of securities
(the "Securities") under the Securities Act of 1933 (the "Securities Act") as
provided in Rule 24f-2 under the Investment Company Act of 1940 (the "Investment
Company Act").
In connection with this opinion, I have reviewed the N-4 Registration Statement,
as amended to the date hereof, and this Post-Effective Amendment No. 10. I have
also examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, trust records and other instruments I have
deemed necessary or appropriate for the purpose of rendering this opinion. For
purposes of such examination, I have assumed the genuineness of all signatures
on original documents and the conformity to the original of all copies.
I am admitted to practice law in Connecticut, 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, and, assuming the Securities are sold in accordance
with the provisions of the prospectus, I am of the opinion that the Securities
being registered will be legally issued and will represent binding obligations
of the Company.
<PAGE>
I consent to the filing of this opinion as an exhibit to this Post-Effective
Amendment No. 10 to the Registration Statement.
Sincerely,
/s/ Julie E. Rockmore
Consent of Independent Auditors
The Board of Directors of Aetna Life Insurance and Annuity Company and
Contractholders of Aetna Variable Annuity Account C:
We consent to the incorporation by reference into Registration Statement
(No. 33-75992) on Form N-4 our reports dated February 4, 1997 and February 14,
1997.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Hartford, Connecticut
December 31, 1997
