As filed with the Securities and Exchange Registration No. 333-01107
Commission on July 22, 1998 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:
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[X] on October 1, 1998 pursuant to paragraph (a)(1) of Rule 485
<PAGE>
VARIABLE ANNUITY ACCOUNT C
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
FORM N-4
ITEM NO. PART A (PROSPECTUS) LOCATION
<S> <C> <C>
1 Cover Page .................................... Cover Page
2 Definitions ................................... Definitions
3 Synopsis ...................................... Prospectus Summary; Fee Table
4 Condensed Financial Information ............... Condensed Financial
Information; Appendix VII--
Condensed Financial Information
5 General Description of Registrant, Depositor,
and Portfolio Companies ....................... The Company; Variable
Annuity Account C; The Funds
6 Deductions and Expenses ....................... Charges and Fees During the
Accumulation Period
7 General Description of Variable Annuity
Contracts ..................................... Purchase; Miscellaneous
8 Annuity Period ................................ Annuity Period
9 Death Benefit ................................. Death Benefit
10 Purchases and Contract Value .................. Purchase; Determining Individual
Account Current Value
11 Redemptions ................................... Contract Rights; Systematic
Distribution Options
12 Taxes ......................................... Tax Status
13 Legal Proceedings ............................. Miscellaneous--Legal
Proceedings and Legal Matters
14 Table of Contents of the Statement of
Additional Information ........................ Statement of Additional
Information--Table of Contents
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FORM N-4
ITEM NO. PART B (STATEMENT OF ADDITIONAL INFORMATION) LOCATION
<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 Statement of Additional Information are incorporated in
Parts A and B, respectively, of this Post-Effective Amendment No. 10 by
reference to Post-Effective Amendment No. 9 to the Registration Statement on
Form N-4 (File No. 333-01107), as filed electronically on April 7, 1998
(Accession No. 0000950146-98-000564).
Two supplements to the Prospectus each dated October 1, 1998 are included in
Part A of this Post-Effective Amendment No. 10.
<PAGE>
VARIABLE ANNUITY ACCOUNT C
VARIABLE ANNUITY ACCOUNT B
Aetna Life Insurance and Annuity Company
Supplement Dated October 1, 1998
to May 1, 1998 Prospectus or Contract Prospectus Summary
This supplement describes Series D of Aetna GET Fund ("GET D"), an investment
option which may be available under the contract described by the Variable
Annuity Account B or C prospectus or contract prospectus summary, and a
guarantee offered by the Aetna Life Insurance and Annuity Company ("Aetna") in
connection with investments in GET D. GET D may not be available in all
jurisdictions, under all Contracts or in all Plans. See the prospectus for GET D
for a more complete description of the Fund, including charges and expenses.
AETNA GET FUND--Series D
GET D seeks to achieve maximum total return without compromising a minimum
targeted rate of return by participating in favorable equity market performance
during the Guaranteed Period which runs from January 16, 1999 through January
15, 2004. GET D shares will be offered for a limited time period, from October
15, 1998 through the close of business on January 15, 1999. ("Offering
Period"). Aeltus Investment Management, Inc. is the investment adviser to GET
D.
THE GET FUND GUARANTEE
GET D will mature on January 15, 2004 ("Maturity Date"), which will end the
Guaranteed Period for GET D. Aetna guarantees that the value of a GET D
accumulation unit on the Maturity Date will not be less than the value of a GET
D accumulation unit as valued after the close of business on the last day of
the Offering Period. If necessary, Aetna will transfer funds from its General
Account to GET D to offset any shortfall. THIS GUARANTEE DOES NOT APPLY TO
WITHDRAWALS OR TRANSFERS MADE BEFORE THE MATURITY DATE. Such withdrawals or
transfers are made at the actual accumulation unit value on the date of the
transaction.
GET D is only available as an investment option during the accumulation period.
GET D should not be selected if annuity payments or other withdrawals or
transfers from GET D are expected to begin prior to the Maturity Date. Contract
Holders or Participants must transfer any portion of the value of their account
("Account Value") held in GET D to another investment option before an annuity
option is elected.
Prior to the Maturity Date, Aetna will send a notice to each Contract
Holder/Participant with amounts in GET D reminding them that the Maturity Date
is approaching and that another investment option must be elected. If no such
election is made, on the Maturity Date Aetna will transfer the portion of the
Account Value based on GET D to another available series of GET Fund. If no GET
Fund series is available, 50% of the Account Value from GET D will be
transferred to Aetna Variable Fund d/b/a Aetna Growth and Income VP, a growth
and income fund. The remaining 50% of the Account Value from GET D will be
transferred to Aetna Income Shares d/b/a Aetna Bond VP, a bond fund. The
transfers will made as of the next determined accumulation unit value.
SUBJECT TO COMPLETION OR AMENDMENT
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SUPPLEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
X.GETD-98 October 1998
<PAGE>
The following information supplements the Fee Table contained in the Prospectus
or Contract Prospectus Summary:
SEPARATE ACCOUNT ANNUAL EXPENSES
In addition to any amounts currently listed under the heading "Separate Account
Annual Expenses" in the Prospectus or Contract Prospectus Summary, Aetna will
deduct the following charge, equal to the percentage shown on an annual basis,
from amounts allocated to the GET D investment option:
<TABLE>
<S> <C>
GET Guarantee Charge (deducted daily during the Guaranteed Period) .. 0.25%
</TABLE>
AETNA GET FUND SERIES D ANNUAL EXPENSES
(As a percentage of average net assets)
<TABLE>
<CAPTION>
INVESTMENT OTHER TOTAL FUND
ADVISORY FEE* EXPENSES** ANNUAL EXPENSES
--------------- ------------ ----------------
<S> <C> <C> <C>
Aetna GET Fund Series D 0.60% 0.15% 0.75%
</TABLE>
* 0.25% during the Offering Period. Thereafter, a management fee at an annual
rate of 0.60% will apply during the Guaranteed Period.
** "Other Expenses" include an administrative fee on an annual basis of 0.075%
of the average daily net assets of GET D and additional expenses which the
investment adviser has agreed will not exceed on an annual basis 0.075% of
the average daily net assets of GET D.
For more information regarding expenses paid out of assets of the Fund, see the
GET D prospectus.
HYPOTHETICAL ILLUSTRATION (Example)--Aetna GET Fund Series D
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 GET D investment option under the contract
and a 5% return on assets.***
<TABLE>
<CAPTION>
Example A Example B
- ---------------------------------------- --------------------------------------
If you withdraw your entire Account If you do not withdraw your Account
Value at the end of the periods shown, Value, you would pay the following
you would pay the following expenses, expenses (no deferred sales charge is
including any applicable deferred sales reflected):
charge:
1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
- ------- --------- --------- ---------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$78 $135 $195 $295 $26 $81 $139 $295
</TABLE>
*** The Examples above assume that a mortality and expense risk charge of 1.25%
on an annual basis, an administrative expense charge of 0.25% on an annual
basis, a GET guarantee charge of 0.25% on an annual basis, and an annual
maintenance fee that has been converted to a percentage of assets
equal to 0.114%, are assessed. Example A assumes that a deferred sales
charge of 5% of the Account Value at the end of years 1, 3 and 5, and 0%
at the end of year 10, is assessed. (The expenses that you would pay under
your particular Contract may be lower. Please refer to the Fee Table
section of your Prospectus or Contract Prospectus Summary.)
X.GETD-98 October 1998
<PAGE>
VARIABLE ANNUITY ACCOUNT C
VARIABLE ANNUITY ACCOUNT B
Aetna Life Insurance and Annuity Company
Supplement Dated October 1, 1998
to May 1, 1998 Prospectus or Contract Prospectus Summary
The following information updates and amends the "Fixed Account" Appendix or
the "Fixed Account" section of the "Contracts Acquired by Exchange" Appendix of
the Prospectus or Contract Prospectus Summary as follows:
If the Company pays the Fixed Account Withdrawal Value in equal payments, with
interest, over a period not to exceed 60 months, then the following language
replaces the paragraph that describes the applicable interest rate to be
credited by the Company:
"During the payment period, the interest rate credited to amounts held in the
Fixed Account will be determined in the manner set forth in the Contract. In no
event will the interest rate be less than the minimum stated in the Contract."
Information about the Aetna Value Opportunity VP investment option is amended
as follows:
Effective October 1, 1998, the sub-adviser for Aetna Variable Portfolios,
Inc.--Aetna Value Opportunity VP will be Bradley, Foster & Sargent, Inc. Aeltus
Investment Management, Inc. will continue to be the investment adviser to the
Fund.
X.FAVALOP-98 October 1998
<PAGE>
VARIABLE ANNUITY ACCOUNT C
PART C--OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
(1) Incorporated by reference in Part A:
Condensed Financial Information
(2) Incorporated by reference in Part B:
Financial Statements of Variable Annuity Account C:
- Statement of Assets and Liabilities as of December 31, 1997
- Statements of Operations and Changes in Net Assets for the years
ended December 31, 1997 and 1996
- 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, 1997, 1996 and 1995
- Consolidated Balance Sheets as of December 31, 1997 and 1996
- Consolidated Statements of Changes in Shareholder's Equity for
the years ended December 31, 1997, 1996 and 1995
- Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995
- Notes to Consolidated Financial Statements
(b) Exhibits
<TABLE>
<S> <C>
(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(3)
(4.1) Group Combination Annuity Contract (Nonparticipating) (A001RP95)(4)
(4.2) Group Combination Annuity Certificate (Nonparticipating) (A007RC95)(4)
(4.3) Group Combination Annuity Contract (Nonparticipating) (A020RV95)(4)
(4.4) Group Combination Annuity Certificate (Nonparticipating) (A027RV95)(4)
(4.5) Endorsement for Exchanged Contracts (EINRP95)(4)
(4.6) Endorsement for Exchanged Contracts (EINRV95)(4)
(4.7) Endorsement for 401(a) Plans(4)
(4.8) Endorsement (GET 9/96) for Contracts A001RP95 and A020RV95(5)
(4.9) Endorsement (GET-1(9/96)) for Contracts A001RP95 and A020RV95
(4.10) Form of Endorsement (E403-GBAHC-98) for Contracts A001RP95 and A020RV95
(4.11) Form of Endorsement (E403-GB3B-98) for Contracts A001RP95 and A020RV95
(4.12) Form of Endorsement (E403-GB4B-98) for Contracts A001RP95 and A020RV95
(4.13) Endorsement (E1OMNI97) to Contract A001RP95(6)
(4.14) Endorsement (E2OMNI97) to Contract A001RP95(6)
(4.15) Endorsement (3OMNI97) to Contract A001RP95(6)
(4.16) Endorsement (E1FXPL97) to Contract A001RP95(6)
(4.17) Endorsement (E2FXPL97) to Contracts A001RP95 and A020RV95(6)
(4.18) Endorsement (E3FXPL97) to Contracts A001RP95 and A020RV95(6)
(4.19) Endorsement (EINRP97) to Contract A001RP95(6)
(4.20) Endorsement (E4OMNI97) to Contract A001RP95(6)
(4.21) Endorsement (EINRV97) to Contract A020RV95(6)
(4.22) Endorsement (E1PAY97) to Contracts A001RP95 and A020RV95(6)
(4.23) Endorsement (E2PAY97) to Contracts A001RP95 and A020RV95(6)
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(4.24) Endorsement (E1FXPY97) to Contracts A001RP95 and A020RV95(7)
(4.25) Endorsement (E4OMNI98) to Contracts A001RP95 and A020RV95(8)
(5) Variable Annuity Contract Application (300-MOP-IB)(9)
(6.1) Certification of Incorporation of Aetna Life Insurance and Annuity Company(10)
(6.2) Amendment of Certificate of Incorporation of Aetna Life Insurance and Annuity Company(11)
(6.3) By-Laws as amended September 17, 1997 of Aetna Life Insurance and Annuity Company(12)
(7) Not applicable
(8.1) Fund Participation Agreement by and among Aetna Life Insurance and Annuity Company
and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna
Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation
Portfolios, Inc., on behalf of each of its series, and Aetna Variable Portfolios, Inc. on behalf
of each of its series and Aeltus Investment Management, Inc., dated as of May 1, 1998(2)
(8.2) Service Agreement between Aeltus Investment Management, Inc. and Aetna Life Insurance
and Annuity Company in connection with the sale of shares of Aetna Variable Fund, Aetna
Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on
behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series
and Aetna Variable Portfolios, Inc., on behalf of each of its series dated as of May 1, 1998(2)
(8.3) Fund Participation Agreement among Calvert Responsibly Invested Balanced Portfolio, Calvert
Asset Management Company, Inc. and Aetna Life Insurance and Annuity Company dated
December 1, 1997(7)
(8.4) Service Agreement between Calvert Asset Management Company, Inc. and Aetna Life
Insurance and Annuity Company Dated December 1, 1997(7)
(8.5) 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(11)
(8.6) 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, 1995, May 1, 1995, January 1, 1996 and March 1, 1996(13)
(8.7) Sixth Amendment dated November 6, 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, 1995, May 1, 1995, January 1, 1996, March 1, 1996 and May 1, 1997(14)
(8.8) Seventh Amendment dated as of May 1, 1998 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, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997 and
November 6, 1997(2)
(8.9) 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(11)
(8.10) 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, February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996(13)
(8.11) Sixth Amendment dated as of January 20, 1998 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, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996 and May 1, 1997(15)
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(8.12) Seventh Amendment dated as of May 1, 1998 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, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997 and
January 20, 1998(2)
(8.13) Service Agreement between Aetna Life Insurance and Annuity Company and Fidelity
Investments Institutional Operations Company dated as of November 1, 1995(16)
(8.14) 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(13)
(8.15) Fund Participation Agreement among Janus Aspen Series and Aetna Life Insurance and
Annuity Company and Janus Capital Corporation dated December 8, 1997(17)
(8.16) Service Agreement between Janus Capital Corporation and Aetna Life Insurance and Annuity
Company dated December 8, 1997(17)
(8.17) 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(3)
(8.18) Fund Participation Agreement between Aetna Life Insurance and Annuity Company and
Oppenheimer Variable Annuity Account Funds and Oppenheimer Funds, Inc.(18)
(8.19) Service Agreement between Oppenheimer Funds, Inc. and Aetna Life Insurance and Annuity
Company(18)
(9) Opinion and Consent of Counsel
(10) Consent of Independent Auditors
(11) Not applicable
(12) Not applicable
(13) Schedule for Computation of Performance Data(8)
(14) Not applicable
(15.1) Powers of Attorney(19)
(15.2) Authorization for Signatures(3)
</TABLE>
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 Registration Statement on Form N-4 (File No.
333-56297), as filed electronically on June 8, 1998 (Accession No.
0000950146-98-000983).
3. 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).
4. Incorporated by reference to Registration Statement on Form N-4 (File No.
333-01107), as filed electronically on February 21, 1996 (Accession No.
0000950146-96-000241).
5. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-91846), as filed electronically on
August 6, 1996 (Accession No. 0000912057-96-016381).
6. Incorporated by reference to Post-Effective Amendment No. 4 to Registration
Statement on Form N-4 (File No. 333-01107), as filed electronically on
February 26, 1997 (Accession No. 0000950146-97-000241).
7. Incorporated by reference to Post-Effective Amendment No. 8 to Registration
Statement on Form N-4 (File No. 333-01107), as filed electronically on
February 19, 1998 (Accession No. 0000950146-98-000248).
8. Incorporated by reference to Post-Effective Amendment No. 9 to Registration
Statement on Form N-4 (File No. 333-01107), as filed electronically on
April 7, 1998 (Accession No. 0000950146-98-000564).
9. Incorporated by reference to Post-Effective Amendment No. 11 to
Registration Statement on Form N-4 (File No. 33-91846), as filed
electronically on August 19, 1997 (Accession No. 0000950146-97-001307).
<PAGE>
10. 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).
11. 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).
12. 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).
13. Incorporated by reference to Post-Effective Amendment No. 30 to
Registration Statement on Form N-4 (File No. 33-34370), as filed
electronically on September 29, 1997 (Accession No. 0000950146-97-001485).
14. Incorporated by reference to Post-Effective Amendment No. 16 to
Registration Statement on Form N-4 (File No. 33-75964), as filed
electronically on February 9, 1998 (Accession No. 0000950146-98-000179).
15. Incorporated by reference to Post-Effective Amendment No. 7 to Registration
Statement on Form S-6 (File No. 33-75248), as filed electronically on
February 24, 1998 (Accession No. 0000950146-98-000267).
16. 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).
17. Incorporated by reference to Post-Effective Amendment No. 10 to
Registration Statement on Form N-4 (File No. 33-75992), as filed
electronically on December 31, 1997 (Accession No. 0000950146-97-001982).
18. Incorporated by reference to Post-Effective Amendment No. 27 to
Registration Statement on Form N-4 (File No. 33-34370), as filed
electronically on April 16, 1997 (Accession No. 0000950146-97-000617).
19. Incorporated by reference to Post-Effective Amendment No. 9 to Registration
Statement on Form N-4 (File No. 33-75974), as filed electronically on
April 20, 1998 (Accession No. 0000950146-98-000670).
<PAGE>
Item 25. Directors and Officers of the Depositor
<TABLE>
<CAPTION>
Name and Principal
Business Address* Positions and Offices with Depositor
- ---------------------- ------------------------------------------------------------
<S> <C>
Thomas J. McInerney Director and President
Catherine H. Smith Director, Chief Financial Officer and Senior Vice President
Shaun P. Mathews Director and Senior Vice President
Deborah Koltenuk Vice President and Treasurer, Corporate Controller
Frederick D. Kelsven Vice President and Chief Compliance Officer
Kirk P. Wickman Vice President, General Counsel and Corporate Secretary
</TABLE>
* 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 Registration Statement on Form
N-4 (File No. 333-56297), as filed electronically on June 8, 1998 (Accession
No. 0000950146-98-000983).
Item 27. Number of Contract Owners
As of June 30, 1998, there were 607,418 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account C.
Item 28. Indemnification
Section 21 of Public Act No. 97-246 of the Connecticut General Assembly (the
"Act") provides that a corporation may provide indemnification of or advance
expenses to a director, officer, employee or agent only as permitted by
Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, as
amended by Sections 12 to 20, inclusive, of this Act. Reference is hereby made
to Section 33-771(e) of the Connecticut General Statutes ("CGS") regarding
indemnification of directors and Section 33-776(d) of CGS 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, except to the extent that their certificate of
incorporation expressly provides otherwise, indemnify their directors,
officers, employees and agents against "liability" (defined as the obligation
to pay a judgment, settlement, penalty, fine, including an excise tax assessed
with respect to an employee benefit plan, or reasonable expenses incurred with
respect to a proceeding) when (1) a determination is made pursuant to Section
33-775 that the party seeking indemnification has met the standard of conduct
set forth in Section 33-771 or (2) a court has determined that indemnification
is appropriate pursuant to Section 33-774. Under Section 33-775, the
determination of and the authorization for indemnification are made (a) by the
disinterested directors, as defined in Section 33-770(3); (b) by special
counsel; (c) by the shareholders; or (d) in the case of indemnification of an
officer, agent or employee of the corporation, by the general counsel of the
corporation or such other officer(s) as the board of directors may specify.
Also, Section 33-772 provides that a corporation shall 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 he was a director, officer, employee or agent of the corporation.
In the case of a proceeding by or in the right of the corporation or with
respect to conduct for which the director, officer, agent or employee was
adjudged liable on the basis that he received a financial benefit to which he
was not entitled, indemnification is limited to reasonable expenses incurred in
connection with the proceeding against the corporation to which the individual
was named a party.
The statute does specifically authorize a corporation to procure
indemnification insurance on behalf of an individual who 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.
<PAGE>
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 the principal underwriter, only, for Aetna Variable Encore Fund,
Aetna Variable Fund, Aetna Generation Portfolios, Inc., Aetna Income
Shares, Aetna Balanced VP, Inc. (formerly Aetna Investment Advisers
Fund, Inc.), Aetna GET Fund, and Aetna Variable Portfolios, Inc. and as
the principal underwriter and investment adviser for Portfolio Partners,
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).
(b) See Item 25 regarding the Depositor.
(c) Compensation as of December 31, 1997:
<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 Insurance
and Annuity Company $1,987,454 $124,603,039
</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;
(b) to include as part of any application to purchase a contract offered by
a prospectus which is part of this registration statement on Form N-4,
a space that an applicant can check to request a Statement of
Additional Information; and
(c) to deliver any Statement of Additional Information and any financial
statements required to be made available under this Form N-4 promptly
upon written or oral request.
(d) The Company hereby represents that it is relying upon and complies with
the provisions of Paragraphs (1) through (4) of the SEC Staff's
No-Action Letter dated November 22, 1988 with respect to language
concerning withdrawal restrictions applicable to plans established
pursuant to Section 403(b) of the Internal Revenue Code. See American
Counsel of Life Insurance; SEC No-Action Letter, [1989 Transfer
Binder] Fed. SEC. L. Rep. (CCH) \p78,904 at 78,523 (November 22, 1988).
(e) Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
(f) Aetna Life Insurance and Annuity Company represents that the fees and
charges deducted under the contracts covered by this registration
statement, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed
by the insurance company.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant, Variable Annuity Account C of Aetna Life Insurance and
Annuity Company, has duly caused this Post-Effective Amendment to its
Registration Statement on Form N-4 (File No. 333-01107) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hartford,
State of Connecticut, on the day of July 22, 1998.
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 )
Thomas J. McInerney (principal executive officer) )
)
)
Catherine H. Smith* ) July
- --------------------- )
Catherine H. Smith Director and Chief Financial Officer ) 22, 1998
)
)
Shaun P. Mathews* )
- --------------------- )
Shaun P. Mathews Director )
)
)
Deborah Koltenuk* )
- --------------------- )
Deborah Koltenuk Vice President and Treasurer, )
Corporate Controller )
</TABLE>
/s/ Julie E. Rockmore
By: ---------------------------
Julie E. Rockmore
*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 Group Combination Annuity Contract (Nonparticipating) (A001RP95) *
99-B.4.2 Group Combination Annuity Certificate (Nonparticipating) (A007RC95) *
99-B.4.3 Group Combination Annuity Contract (Nonparticipating) (A020RV95) *
99-B.4.4 Group Combination Annuity Certificate (Nonparticipating) (A027RV95) *
99-B.4.5 Endorsement for Exchanged Contracts (EINRP95) *
99-B.4.6 Endorsement for Exchanged Contracts (EINRV95) *
99-B.4.7 Endorsement for 401(a) Plans *
99-B.4.8 Endorsement (GET 9/96) for Contracts A001RP95 and A020RV95 *
99-B.4.9 Endorsement (GET-1(9/96)) for Contracts A001RP95 and A020RV95 ________
99-B.4.10 Form of Endorsement (E403-GBAHC-98) for Contracts A001RP95 and A020RV95 ________
99-B.4.11 Form of Endorsement (E403-GB3B-98) for Contracts A001RP95 and A020RV95 ________
99-B.4.12 Form of Endorsement (E403-GB4B-98) for Contracts A001RP95 and A020RV95 ________
99-B.4.13 Endorsement (E1OMNI97) to Contract A001RP95 *
99-B.4.14 Endorsement (E2OMNI97) to Contract A001RP95 *
99-B.4.15 Endorsement (3OMNI97) to Contract A001RP95 *
99-B.4.16 Endorsement (E1FXPL97) to Contract A001RP95 *
99-B.4.17 Endorsement (E2FXPL97) to Contracts A001RP95 and A020RV95 *
99-B.4.18 Endorsement (E3FXPL97) to Contract A001RP95 *
99-B.4.19 Endorsement (EINRP97) to Contract A001RP95 *
99-B.4.20 Endorsement (E4OMNI97) to Contract A001RP95 *
99-B.4.21 Endorsement (EINRV97) to Contract A020RV95 *
99-B.4.22 Endorsement (E1PAY97) to Contracts A001RP95 and A020RV95 *
99-B.4.23 Endorsement (E2PAY97) to Contracts A001RP95 and A020RV95 *
99-B.4.24 Endorsement (E1FXPY97) to Contracts A001RP95 and A020RV95 *
99-B.4.25 Endorsement (E4OMNI98) to Contracts A001RP95 and A020RV95 *
99-B.5 Variable Annuity Contract Application (300-MOP-IB) *
99-B.6.1 Certification of Incorporation of Aetna Life Insurance and Annuity Company *
99-B.6.2 Amendment of Certificate 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.6.3 By-Laws as amended September 17, 1997 of Aetna Life Insurance and Annuity *
Company
99-B.8.1 Fund Participation Agreement by and among Aetna Life Insurance and Annuity *
Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares,
Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna
Generation Portfolios, Inc., on behalf of each of its series, and Aetna Variable Portfolios,
Inc. on behalf of each of its series and Aeltus Investment Management, Inc., dated as of
May 1, 1998
99-B.8.2 Service Agreement between Aeltus Investment Management, Inc. and Aetna Life *
Insurance and Annuity Company in connection with the sale of shares of Aetna Variable
Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc.,
Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on
behalf of each of its series and Aetna Variable Portfolios, Inc., on behalf of each of its
series dated as of May 1, 1998
99-B.8.3 Fund Participation Agreement among Calvert Responsibly Invested Balanced Portfolio, *
Calvert Asset Management Company, Inc. and Aetna Life Insurance and Annuity
Company dated December 1, 1997
99-B.8.4 Service Agreement between Calvert Asset Management Company, Inc. and Aetna Life *
Insurance and Annuity Company Dated December 1, 1997
99-B.8.5 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.8.6 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, 1995, May 1, 1995, January 1, 1996 and March 1, 1996
99-B.8.7 Sixth Amendment dated November 6, 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, 1995, May 1, 1995, January 1, 1996, March 1, 1996 and May 1,
1997
99-B.8.8 Seventh Amendment dated as of May 1, 1998 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, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1,
1997 and November 6, 1997
99-B.8.9 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.8.10 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, February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996
* Incorporated by reference
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ------------ ------------------------------------------------------------------------------------ ---------
<S> <C> <C>
99-B.8.11 Sixth Amendment dated as of January 20, 1998 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, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996
and May 1, 1997
99-B.8.12 Seventh Amendment dated as of May 1, 1998 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, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996,
May 1, 1997 and January 20, 1998
99-B.8.13 Service Agreement between Aetna Life Insurance and Annuity Company and Fidelity *
Investments Institutional Operations Company dated as of November 1, 1995
99-B.8.14 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
99-B.8.15 Fund Participation Agreement among Janus Aspen Series and Aetna Life Insurance and *
Annuity Company and Janus Capital Corporation dated December 8, 1997
99-B.8.16 Service Agreement between Janus Capital Corporation and Aetna Life Insurance and *
Annuity Company dated December 8, 1997
99-B.8.17 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.8.18 Fund Participation Agreement between Aetna Life Insurance and Annuity Company and *
Oppenheimer Variable Annuity Account Funds and Oppenheimer Funds, Inc.
99-B.8.19 Service Agreement between Oppenheimer Funds, Inc. and Aetna Life Insurance and *
Annuity Company
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
Endorsement
The Contract and Certificate are endorsed as follows:
If Aetna GET Fund Record Units are adjusted at any time during an Aetna
GET Fund Guaranteed Period, the Aetna GET Fund Guarantee will be restated.
The restated Aetna GET Fund Guarantee will be calculated so that it is
equivalent to the original Aetna GET Fund Guarantee for that series.
Endorsed and made part of the Contract or Certificate on the Effective Date of
the Contact or Certificate, or September 3, 1996, whichever is later.
/s/ Dan Kearney
President
Aetna Life Insurance and Annuity
Company
GET-1(9/96)
Aetna Life Insurance and Annuity Company
FORM OF ENDORSEMENT
The Contract and Certificate are hereby endorsed as follows:
For Contracts with the Fixed Account, Aetna will add interest daily to all
amounts held in the Fixed Account. For each calendar year, Aetna will set a
minimum guaranteed annual interest rate which will apply to all amounts held in
the Fixed Account during the calendar year. This rate will never be less than
an annual rate of 3%. This one year minimum guaranteed interest rate will be
established prior to each calendar year and will be made available to the
Contract Holder in advance of the calendar year. Aetna, in its discretion, may
credit interest at a rate greater than this one year rate. Aetna will make
available to the Contract Holder the rate currently being credited to amounts
held in the Fixed Account.
For Contracts with the Fixed Plus Account, Aetna will add interest daily to
amounts held in the Fixed Plus Account. For each calendar year, Aetna will set
a minimum guaranteed annual interest rate which will apply to all amounts held
in the Fixed Plus Account during the calendar year. This rate will never be
less than an annual rate of 3%. This one year minimum guaranteed interest rate
will be established prior to each calendar year and will be made available to
the Contract Holder in advance of the calendar year. Aetna, in its discretion,
may credit interest at a rate greater than this one year rate. Aetna will make
available to the Contract Holder the rate currently being credited to amounts
held in the Fixed Plus Account.
The last paragraph of the section concerning payment of any Fixed Account
Surrender Value is amended as follows:
During the payment period, interest will be credited to the remaining Fixed
Account balance at a single fixed rate that will not be more than two
percentage points below the rate being credited to the Fixed Account as of
the date of surrender. In no event will the credited interest rate be less
than 3%.
Endorsed and made a part of the Contract and Certificate effective on the
Effective Date of the Contract.
/s/ Thomas J. McInerney
President
Aetna Life Insurance and Annuity Company
E403-GBAHC-98
Aetna Life Insurance and Annuity Company
FORM OF ENDORSEMENT
The guaranteed interest rate provision in the Contract and Certificate is hereby
endorsed as follows:
Notwithstanding any other provision of this Contract:
For Contracts with the Fixed Account: For all amounts held in the Fixed
Account, Aetna will add interest daily at an annual rate of no less than 3%.
Aetna may add interest daily at any higher rate. Aetna will make available
to the Contract Holder the rate currently being credited to amounts held in
the Fixed Account.
For Contracts with the Fixed Plus Account: For all amounts held in the Fixed
Plus Account, Aetna will add interest daily at an annual rate of no less
than 3%. Aetna may add interest daily at any higher rate. Aetna will make
available to the Contract Holder the rate currently being credited to
amounts held in the Fixed Plus Account.
Endorsed and made a part of the Contract and Certificate effective on the later
of the date of receipt of any required state approval or the Effective Date of
the Contract.
/s/ Thomas J. McInerney
President
Aetna Life Insurance and Annuity Company
E403-GB3B-98
Aetna Life Insurance and Annuity Company
FORM OF ENDORSEMENT
The guaranteed interest rate provision in the Contract and Certificate are
hereby endorsed as follows:
Notwithstanding any other provisions of this Contract:
For Contracts with the Fixed Account: For all Individual Accounts
established on or after the effective date of this endorsement, Aetna will
add interest daily at an annual rate of no less than 3% on all amounts held
in the Fixed Account.
For all Individual Accounts established prior to the effective date of any
subsequent endorsement providing for a lower guaranteed minimum rate for
Individual Accounts thereafter established (which rate may not be less than
3%), Aetna will add interest daily at an annual rate of no less than 4% on
all amounts held in the Fixed Account.
Aetna may add interest daily at any higher rate. Aetna will make available
to the Contract Holder the rate currently being credited to amounts held in
the Fixed Account.
For Contracts with the Fixed Plus Account: For all Individual Accounts
established on or after the effective date of this endorsement, Aetna will
add interest daily at an annual rate of no less than 3% on all amounts held
in the Fixed Plus Account.
For all Individual Accounts established prior to the effective date of any
subsequent endorsement providing for a lower guaranteed minimum rate for
Individual Accounts thereafter established (which rate may not be less than
3%), Aetna will add interest daily at an annual rate of no less than 4% on
all amounts held in the Fixed Plus Account.
Aetna may add interest daily at any higher rate. Aetna will make available
to the Contract Holder the rate currently being credited to amounts held in
the Fixed Plus Account.
Endorsed and made part of the Contract and Certificate effective on the later
of the date of receipt of any required state approval or the Effective Date of
the Contract.
/s/ Thomas J. McInerney
President
Aetna Life Insurance and Annuity Company
E403-GB4B-98
Opinion and Consent of Counsel
151 Farmington Avenue
Hartford, CT 06156
Julie E. Rockmore
Counsel
Law Division, RE4A
July 22, 1998 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: Aetna Plus--Retirement Plus and Voluntary Tax-Deferred
Annuity Plans
File Nos.: 333-01107 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.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Julie E. Rockmore
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 this Post-Effective Amendment
No. 10 to the Registration Statement (File No. 333-01107) on Form N-4 our
reports dated February 3, 1998 and February 27, 1998.
/s/ KPMG Peat Marwick LLP
Boston, Massachusetts
July 22, 1998
