<PAGE>
As filed with the Securities and Exchange Registration No. 33-75990
Commission October 1, 1996 Registration No. 811-2513
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- -------------------------------------------------------------------------------
Post-Effective Amendment No. 8 To
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
and Amendment To
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
- -------------------------------------------------------------------------------
Variable Annuity Account C of Aetna Life Insurance and Annuity Company
(EXACT NAME OF REGISTRANT)
Aetna Life Insurance and Annuity Company
(NAME OF DEPOSITOR)
151 Farmington Avenue, RE4C, Hartford, Connecticut 06156
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Depositor's Telephone Number, including Area Code: (860) 273-7834
Susan E. Bryant, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, RE4C, Hartford, Connecticut 06156
(NAME AND ADDRESS OF AGENT FOR SERVICE)
- -------------------------------------------------------------------------------
It is proposed that this filing will become effective:
X 60 days after filing pursuant to paragraph (a)(1) of Rule 485
------
------ on _________________ pursuant to paragraph (a)(1) of Rule 485
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant
has registered an indefinite number of securities under the Securities Act of
1933. The Registrant filed a Rule 24f-2 Notice for the fiscal year ended
December 31, 1995 on February 29, 1996.
<PAGE>
VARIABLE ANNUITY ACCOUNT C
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
LOCATION - PROSPECTUS
DATED MAY 1, 1996, AS
AMENDED BY
SUPPLEMENTS DATED JUNE
21, 1996, SEPTEMBER 3, 1996,
FORM N-4 SEPTEMBER 13, 1996, AND
ITEM NO. PART A (PROSPECTUS) DECEMBER ___, 1996
- -------- ------------------- ----------------------------
<S> <C> <C>
1 Cover Page.............................................. Cover Page
2 Definitions............................................. Definitions
3 Synopsis................................................ Prospectus Summary; Fee Table
and as amended
4 Condensed Financial Information......................... Condensed Financial Information
5 General Description of Registrant, Depositor,
and Portfolio Companies................................. The Company; Variable Annuity
Account C; The Funds and as
amended
6 Deductions and Expenses................................. Charges and Deductions and as
amended; Distribution
7 General Description of Variable Annuity Contracts....... Purchase; Miscellaneous
8 Annuity Period.......................................... Annuity Period
9 Death Benefit........................................... Death Benefit During
Accumulation Period; Death
Benefit Payable During the
Annuity Period
10 Purchases and Contract Value............................ Purchase; Contract Valuation
11 Redemptions............................................. Right to Cancel; Withdrawals
12 Taxes................................................... Tax Status
13 Legal Proceedings....................................... Miscellaneous - Legal Matters
and Proceedings
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
14 Table of Contents of the Statement of
Additional Information.................................. Contents of the Statement of
Additional Information
FORM N-4
ITEM NO. PART B (STATEMENT OF ADDITIONAL INFORMATION) LOCATION
- -------- -------------------------------------------- --------
<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. 8, respectively,
by reference to Post-Effective Amendment No. 4 to the Registration Statement
on Form N-4 (File No. 33-75990), as filed electronically on April 22, 1996
and by reference to Supplements dated June 21, 1996, September 3, 1996 and
September 13, 1996, as contained in Post-Effective Amendment Nos. 5, 6 and 7,
respectively, to the Registration Statement on Form N-4 (File No. 33-75990),
as filed electronically on June 21, 1996, August 30, 1996, and September 13,
1996, respectively.
<PAGE>
VARIABLE ANNUITY ACCOUNT C
Aetna Life Insurance and Annuity Company
Supplement dated December __, 1996 to the Prospectus dated May 1, 1996
AetnaPlus -- Group Variable Annuity Contracts for Healthcare
Public Employer Deferred Compensation Plans (Section 457)
THE INFORMATION IN THIS SUPPLEMENT UPDATES AND AMENDS THE INFORMATION
CONTAINED IN THE PROSPECTUS DATED MAY 1, 1996 (THE "PROSPECTUS") AND SHOULD
BE READ WITH THAT PROSPECTUS.
CHARGES AND DEDUCTIONS
The following replaces the second paragraph under the "Administrative Expense
Charge" section on page 5 of the Prospectus.
Under the Contract, the amount of the administrative expense charge may be
of an amount equal, on an annual basis, to a maximum of 0.25% of the daily
net assets of the Subaccounts. Effective April 4, 1997, the administrative
expense charge during the Accumulation Period will equal, on an annual
basis, 0.25% for Contracts effective prior to October 31, 1996 where the
number of participants with assets in the Contract is less than 30 as of
November 30, 1996 and the Contract Holder has chosen not to elect one of
the Company's electronic standards for cash collection and application of
participant contribution data.
The administrative expense charge will not be imposed on participants who
enrolled in a group contract prior to May 1, 1984.
There is currently no administrative expense charge during the Annuity
Period. Once an Annuity Option is elected, the charge will be established
and will be effective during the entire Annuity Period.
FEE TABLE
The following information replaces the "Indirect Charges" section of the Fee
Table.
INDIRECT CHARGES. Each Subaccount pays these expenses out of its assets.
The charges are reflected in the Subaccount's daily Accumulation Unit Value
and are not charged directly to an Account. For all Contracts except those
for which an Administrative Expense Charge is imposed (see "Charges and
Deductions"), Indirect Charges are:
MORTALITY AND EXPENSE RISK CHARGE................. 1.25%
ADMINISTRATIVE EXPENSE CHARGE..................... 0.00%
-----
TOTAL SEPARATE ACCOUNT CHARGES.................... 1.25%
-----
-----
Form No. X75990.3 December 1996
<PAGE>
For Contracts for which an Administrative Expense Charge is imposed (see
"Charges and Deductions"), Indirect Charges are:
MORTALITY AND EXPENSE RISK CHARGE................. 1.25%
ADMINISTRATIVE EXPENSE CHARGE..................... 0.25%
-----
TOTAL SEPARATE ACCOUNT CHARGES.................... 1.50%
-----
-----
HYPOTHETICAL ILLUSTRATION
The following amends the "Hypothetical Illustration" section of the
Prospectus to add Examples that reflect the imposition of an Administrative
Expense Charge to the Examples contained in the Prospectus.
THIS EXAMPLE IS PURELY HYPOTHETICAL. IT SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OR EXPECTED RETURN. ACTUAL EXPENSES
AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW.
The following Examples illustrate the expenses that would have been paid
assuming a $1,000 investment in the Contract and a 5% return on assets. For
the purposes of these Examples, the maximum maintenance fee of $20.00 that
can be deducted under the Contract has been converted to a percentage of
assets equal to 0.141%.
<TABLE>
<CAPTION>
EXAMPLE A EXAMPLE B
IF YOU WITHDRAW YOUR ENTIRE IF YOU DO NOT WITHDRAW YOUR
ACCOUNT VALUE AT THE END OF THE ACCOUNT VALUE, OR IF YOU ANNUITIZE
PERIODS SHOWN, YOU WOULD PAY THE AT THE END OF THE PERIODS SHOWN,
FOLLOWING EXPENSES, INCLUDING ANY YOU WOULD PAY THE FOLLOWING
APPLICABLE DEFERRED SALES CHARGE: EXPENSES (NO DEFERRED SALES CHARGE
IS REFLECTED):*
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aetna Variable Fund $74 $123 $175 $253 $22 $69 $118 $253
Aetna Income Shares $73 $121 $172 $245 $22 $66 $114 $245
Aetna Variable Encore Fund $72 $117 $165 $232 $20 $62 $107 $232
Aetna Investment Advisers Fund, Inc. $74 $124 $176 $256 $23 $69 $119 $256
Aetna Ascent Variable Portfolio $76 $129 $184 $273 $24 $75 $128 $273
Aetna Crossroads Variable Portfolio $76 $129 $184 $273 $24 $75 $128 $273
Aetna Legacy Variable Portfolio $76 $129 $184 $273 $24 $75 $128 $273
Aetna Variable Index Plus Portfolio $73 $121 $173 $247 $22 $67 $115 $247
Alger American Growth Portfolio $76 $131 $189 $283 $25 $78 $133 $283
Alger American Small Cap Portfolio $77 $133 $192 $290 $26 $80 $136 $290
Calvert Responsibility Invested Balanced
Portfolio $76 $131 $188 $281 $25 $77 $132 $281
Fidelity VIP II Contrafund Portfolio $75 $128 $183 $270 $24 $74 $126 $270
Fidelity VIP Equity-Income Portfolio $74 $125 $178 $259 $23 $70 $121 $259
Fidelity VIP Growth Portfolio $75 $127 $182 $268 $24 $73 $125 $268
Fidelity VIP Overseas Portfolio $77 $133 $192 $289 $26 $79 $136 $289
Franklin Government Securities Trust $76 $129 $185 $274 $24 $75 $128 $274
Janus Aspen Aggressive Growth Portfolio $77 $132 $190 $284 $25 $78 $133 $284
Janus Aspen Balanced Portfolio $81 $146 $213 $333 $30 $93 $158 $333
Janus Aspen Flexible Income Portfolio $79 $138 $200 $304 $27 $84 $144 $304
Janus Aspen Growth Portfolio $76 $129 $186 $276 $25 $75 $129 $276
</TABLE>
Form No. X75990.3 December 1996
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Janus Aspen Short-Term Bond Portfolio $75 $127 $182 $268 $24 $73 $125 $268
Janus Aspen Worldwide Growth Portfolio $77 $133 $192 $288 $26 $79 $135 $288
Lexington Natural Resources Trust $82 $149 $218 $342 $31 $96 $163 $342
Neuberger & Berman Growth Portfolio $77 $134 $193 $292 $26 $80 $137 $292
Scudder International Portfolio
Class A Shares $79 $138 $200 $305 $28 $84 $144 $305
TCI Growth $78 $136 $196 $297 $27 $82 $140 $297
</TABLE>
* This Example would not apply if a nonlifetime variable annuity option is
selected and a lump sum settlement is requested within three years after
annuity payments start since the lump sum payment will be treated as a
withdrawal during the Accumulation Period and will be subject to any
deferred sales charge that would then apply. (Refer to Example A.)
MISCELLANEOUS -- PERFORMANCE REPORTING
The following is added as the last sentence of the first paragraph of the
section:
The standardized and non-standardized total returns contained in the
Statement of Additional Information do not reflect the 0.25%
administrative expense charge, since this charge was not assessed during
the periods illustrated.
Form No. X75990.3 December 1996
<PAGE>
VARIABLE ANNUITY ACCOUNT C
PART C - OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
(1) Included in Part A:
Condensed Financial Information
(2) Included in Part B:
Financial Statements of Variable Annuity Account C:
- Independent Auditors' Report
- Statement of Assets and Liabilities as of
December 31, 1995
- Statement of Operations for the year ended
December 31, 1995
- Statements of Changes in Net Assets for the years
ended December 31, 1995 and 1994
- Notes to Financial Statements
Financial Statements of the Depositor:
- Independent Auditors' Report
- Consolidated Statements of Income for the years
ended December 31, 1995, 1994 and 1993
- Consolidated Balance Sheets as of December 31, 1995 and 1994
- Consolidated Statements of Changes in Shareholder's Equity
for the years ended December 31, 1995, 1994 and 1993
- Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993
- Notes to Consolidated Financial Statements
(b) Exhibits
(1) Resolution of the Board of Directors of Aetna Life Insurance
and Annuity Company establishing Variable Annuity Account C(1)
(2) Not applicable
(3.1) Form of Broker-Dealer Agreement(2)
(3.2) Alternative Form of Wholesaling Agreement and Related
Selling Agreement(2)
(4) Form of Variable Annuity Contract (G-CDA-HF) and Endorsement
(EGET-IC(R))(3)
(5) Form of Variable Annuity Contract Application (300-GTD-IA)(3)
(6) Certification of Incorporation and By-Laws of Depositor(4)
(7) Not applicable
(8.1) Fund Participation Agreement (Amended and Restated) between
Aetna Life Insurance and Annuity Company, Alger American
Fund and Fred Alger Management, Inc. dated March 31, 1995(2)
(8.2) Fund Participation Agreement between Aetna Life Insurance
and Annuity Company and Calvert Asset Management Company
(Calvert Responsibly Invested Balanced
<PAGE>
Portfolio, formerly Calvert Socially Responsible Series)
dated March 13, 1989 and amended December 27, 1993(2)
(8.3) Second Amendment dated January 1, 1996 to Fund Participation
Agreement between Aetna Life Insurance and Annuity Company
and Calvert Asset Management Company (Calvert Responsibly
Invested Balanced Portfolio, formerly Calvert Socially
Responsible Series) dated March 13, 1989 and amended
December 27, 1993(5)
(8.4) Fund Participation Agreement between Aetna Life Insurance
and Annuity Company and Fidelity Distributors Corporation
(Variable Insurance Products Fund) dated February 1, 1994
and amended March 1, 1996(2)
(8.5) Fund Participation Agreement between Aetna Life Insurance
and Annuity Company and Fidelity Distributors Corporation
(Variable Insurance Products Fund II) dated February 1, 1994
and amended March 1, 1996(2)
(8.6) Service Agreement between Aetna Life Insurance and Annuity
Company and Fidelity Investments Institutional Operations
Company dated as of November 1, 1995(5)
(8.7) Fund Participation Agreement between Aetna Life Insurance
and Annuity Company and Franklin Advisers, Inc. dated
January 31, 1989(2)
(8.8) Fund Participation Agreement between Aetna Life Insurance
and Annuity Company and Janus Aspen Series dated April 19,
1994 and amended March 1, 1996(2)
(8.9) Fund Participation Agreement between Aetna Life Insurance
and Annuity Company and Lexington Management Corporation
regarding Natural Resources Trust dated December 1, 1988 and
amended February 11, 1991(2)
(8.10) Fund Participation Agreement between Aetna Life Insurance
and Annuity Company and Advisers Management Trust (now
Neuberger & Berman Advisers Management Trust) dated April
14, 1989 and as assigned and modified on May 1, 1995(2)
(8.11) Fund Participation Agreement between Aetna Life Insurance
and Annuity Company and Scudder Variable Life Investment
Fund dated April 27, 1992 and amended February 19, 1993 and
August 13, 1993(2)
(8.12) Amendment dated as of February 20, 1996 to Fund
Participation Agreement between Aetna Life Insurance and
Annuity Company and Scudder Variable Life Investment Fund
dated April 27, 1992 as amended February 19, 1993 and
August 13, 1993(5)
(8.13) Fund Participation Agreement between Aetna Life Insurance
and Annuity Company, Investors Research Corporation and TCI
Portfolios, Inc. dated July 29, 1992 and amended December
22, 1992 and June 1, 1994(2)
(9) Opinion of Counsel(6)
(10.1) Consent of Independent Auditors
(10.2) Consent of Counsel
(11) Not applicable
(12) Not applicable
(13) Computation of Performance Data(7)
(14) Not applicable
<PAGE>
(15.1) Powers of Attorney(8)
(15.2) Authorization for Signatures(2)
(27) Financial Data Schedule(9)
1. Incorporated by reference to Post-Effective Amendment No. 6 to
Registration Statement on Form N-4 (File No. 33-75986), as filed
electronically on April 22, 1996.
2. Incorporated by reference to Post-Effective Amendment No. 5 to
Registration Statement on Form N-4 (File No. 33-75986), as filed
electronically on April 12, 1996.
3. Incorporated by reference to Post-Effective Amendment No. 3 to
Registration Statement on Form N-4 (File No. 33-75964), as filed on
February 14, 1995.
4. Incorporated by reference to Post-Effective Amendment No. 1 to
Registration Statement on Form S-1 (File No. 33-60477), as filed
electronically on April 15, 1996.
5. Incorporated by reference to Post-Effective Amendment No. 3 to
Registration Statement on Form N-4 (File No. 33-88720), as filed
electronically on June 28, 1996.
6. Incorporated by reference to Registrant's 24f-2 Notice for fiscal
year ended December 31, 1995, as filed electronically on February 29,
1996.
7. Incorporated by reference to Post-Effective Amendment No. 4 to
Registration Statement on Form N-4 (File No. 33-75964), as filed on
April 28, 1995.
8. Incorporated by reference to Pre-Effective Amendment No. 1 to
Registration Statement on Form N-4 (File No. 333-01107), as filed
electronically on August 2, 1996.
9. Incorporated by reference to Post-Effective Amendment No. 4 to
Registration Statement on Form N-4 (File No. 33-75990), as filed
electronically on April 22, 1996.
<PAGE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
NAME AND PRINCIPAL
BUSINESS ADDRESS* POSITIONS AND OFFICES WITH DEPOSITOR
- ------------------ ------------------------------------
Daniel P. Kearney Director and President
Timothy A. Holt Director, Senior Vice President and Chief
Financial Officer
Christopher J. Burns Director and Senior Vice President
Laura R. Estes Director and Senior Vice President
Gail P. Johnson Director and Vice President
John Y. Kim Director and Senior Vice President
Shaun P. Mathews Director and Vice President
Glen Salow Director and Vice President
Creed R. Terry Director and Vice President
Deborah Koltenuk Vice President and Treasurer, Corporate Controller
Zoe Baird Senior Vice President and General Counsel
Diane Horn Vice President and Chief Compliance Officer
Susan E. Schechter Corporate Secretary and Counsel
* The principal business address of all directors and officers listed is 151
Farmington Avenue, Hartford, Connecticut 06156.
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
Incorporated herein by reference to Item 26 of Pre-Effective Amendment
No. 1 to the Registration Statement on Form N-4 (File No. 333-01107), as
filed electronically on August 2, 1996.
<PAGE>
ITEM 27. NUMBER OF CONTRACT OWNERS
As of June 30, 1996, there were 584,184 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account C.
ITEM 28. INDEMNIFICATION
Reference is hereby made to Section 33-320a of the Connecticut General
Statutes ("C.G.S.") regarding indemnification of directors and officers of
Connecticut corporations. The statute provides in general that Connecticut
corporations shall indemnify their officers, directors, employees, agents,
and certain other defined individuals against judgments, fines, penalties,
amounts paid in settlement and reasonable expenses actually incurred in
connection with proceedings against the corporation. The corporation's
obligation to provide such indemnification does not apply unless (1) the
individual is successful on the merits in the defense of any such proceeding;
or (2) a determination is made (by a majority of the board of directors not a
party to the proceeding by written consent; by independent legal counsel
selected by a majority of the directors not involved in the proceeding; or by
a majority of the shareholders not involved in the proceeding) that the
individual acted in good faith and in the best interests of the corporation;
or (3) the court, upon application by the individual, determines in view of
all the circumstances that such person is reasonably entitled to be
indemnified.
C.G.S. Section 33-320a provides an exclusive remedy: a Connecticut
corporation cannot indemnify a director or officer to an extent either
greater or less than that authorized by the statute, e.g., pursuant to its
certificate of incorporation, bylaws, or any separate contractual
arrangement. However, the statute does specifically authorize a corporation
to procure indemnification insurance to provide greater indemnification
rights. The premiums for such insurance may be shared with the insured
individuals on an agreed basis.
Consistent with the statute, Aetna Life and Casualty Company has procured
insurance from Lloyd's of London and several major United States excess
insurers for its directors and officers and the directors and officers of its
subsidiaries, including the Depositor, which supplements the indemnification
rights provided by C.G.S. Section 33-320a to the extent such coverage does
not violate public policy.
ITEM 29. PRINCIPAL UNDERWRITER
(a) In addition to serving as the principal underwriter and depositor
for the Registrant, Aetna Life Insurance and Annuity Company (ALIAC)
also acts as the principal underwriter and investment adviser for
Aetna Variable Encore Fund, Aetna Variable Fund, Aetna Series Fund,
Inc., Aetna Generation Portfolios, Inc., Aetna Income Shares, Aetna
Investment Advisers Fund, Inc., Aetna GET Fund, and Aetna Variable
Portfolios, Inc. (all registered investment management companies
under the 1940 Act). Additionally, ALIAC also acts as the principal
underwriter and depositor for Variable Life Account B and Variable
Annuity Accounts B and G (separate accounts of ALIAC registered as
unit investment trusts under the 1940 Act). Also, ALIAC acts as the
Principal underwriter for Variable
<PAGE>
Annuity Account I (a separate account of Aetna Insurance Company of
America registered as a unit investment trust under the 1940 Act).
(b) See Item 25 regarding the Depositor.
(c) Compensation as of December 31, 1995:
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
NAME OF NET UNDERWRITING COMPENSATION
PRINCIPAL DISCOUNTS AND ON REDEMPTION BROKERAGE
UNDERWRITER COMMISSIONS OR ANNUITIZATION COMMISSIONS COMPENSATION*
- ----------- ---------------- ---------------- ----------- -------------
<S> <C> <C> <C> <C>
Aetna Life $1,830,629 $74,341,006
Insurance and
Annuity
Company
</TABLE>
* Compensation shown in column 5 includes deductions for mortality and expense
risk guarantees and contract charges assessed to cover costs incurred in the
sales and administration of the contracts issued under Variable Annuity
Account C.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules under it relating to the
securities described in and issued under this Registration Statement are
located at the home office of the Depositor as follows:
Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
ITEM 31. MANAGEMENT SERVICES
Not applicable
ITEM 32. UNDERTAKINGS
Registrant hereby undertakes:
(a) to file a post-effective amendment to this registration statement on
Form N-4 as frequently as is necessary to ensure that the audited
financial statements in the registration statement are never more
than sixteen months old for as long as payments under the variable
annuity contracts may be accepted;
<PAGE>
(b) to include as part of any application to purchase a contract offered
by a prospectus which is part of this registration statement on Form
N-4, a space that an applicant can check to request a Statement of
Additional Information; and
(c) to deliver any Statement of Additional Information and any financial
statements required to be made available under this Form N-4
promptly upon written or oral request.
(d) Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, the Registrant, Variable Annuity Account C of Aetna Life
Insurance and Annuity Company, has duly caused this Post-Effective Amendment
No. 8 to its Registration Statement on Form N-4 (File No. 33-75990) to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Hartford, State of Connecticut, on the 1st day of October, 1996.
VARIABLE ANNUITY ACCOUNT C OF AETNA
LIFE INSURANCE AND ANNUITY COMPANY
(REGISTRANT)
By: AETNA LIFE INSURANCE AND ANNUITY
COMPANY
(DEPOSITOR)
By: Daniel P. Kearney*
---------------------------------
Daniel P. Kearney
President
As required by the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 8 to the Registration Statement on Form N-4
(File No. 33-75990) has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
Daniel P. Kearney* Director and President )
- -------------------- (principal executive officer) )
Daniel P. Kearney )
)
Timothy A. Holt* Director and Chief Financial Officer ) October
- -------------------- ) 1, 1996
Timothy A. Holt )
)
Christopher J. Burns* Director )
- -------------------- )
Christopher J. Burns )
)
Laura R. Estes* Director )
- -------------------- )
Laura R. Estes )
)
Gail P. Johnson* Director )
- -------------------- )
Gail P. Johnson )
<PAGE>
)
John Y. Kim* Director )
- -------------------- )
John Y. Kim )
)
Shaun P. Mathews* Director )
- -------------------- )
Shaun P. Mathews )
)
Glen Salow* Director )
- -------------------- )
Glen Salow )
)
Creed R. Terry* Director )
- -------------------- )
Creed R. Terry )
)
Deborah Koltenuk* Vice President and Treasurer, )
- -------------------- Corporate Controller )
Deborah Koltenuk )
By: /s/ Julie E. Rockmore
---------------------------------------
Julie E. Rockmore
*Attorney-in-Fact
<PAGE>
VARIABLE ANNUITY ACCOUNT C
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT PAGE
- ----------- ------- ----
99-B.1 Resolution of the Board of Directors of Aetna Life *
Insurance and Annuity Company establishing Variable
Annuity Account C
99-B.3.1 Form of Broker-Dealer Agreement *
99-B.3.2 Alternative Form of Wholesaling Agreement and Related *
Selling Agreement
99-B.4 Form of Variable Annuity Contract (G-CDA-HF) and *
Endorsement (EGET-IC(R))
99-B.5 Form of Variable Annuity Contract Application (300-GTD-IA) *
99-B.6 Certification of Incorporation and By-Laws of Depositor *
99-B.8.1 Fund Participation Agreement (Amended and Restated) *
between Aetna Life Insurance and Annuity Company,
Alger American Fund and Fred Alger Management, Inc.
dated March 31, 1995
99-B.8.2 Fund Participation Agreement between Aetna Life Insurance *
and Annuity Company and Calvert Asset Management Company
(Calvert Responsibly Invested Balanced Portfolio, formerly
Calvert Socially Responsible Series) dated March 13, 1989
and amended December 12, 1993
99-B.8.3 Second Amendment dated January 1, 1996 to Fund *
Participation Agreement between Aetna Life Insurance and
Annuity Company and Calvert Asset Management Company
(Calvert Responsibly Invested Balanced Portfolio, formerly
Calvert Socially Responsible Series) dated March 13, 1989
and amended December 27, 1993
99-B.8.4 Fund Participation Agreement between Aetna Life Insurance *
and Annuity Company and Fidelity Distributors Corporation
(Variable Insurance Products Fund) dated February 1, 1994
and amended March 1, 1996
* Incorporated by reference
<PAGE>
EXHIBIT NO. EXHIBIT PAGE
- ----------- ------- ----
99-B.8.5 Fund Participation Agreement between Aetna Life *
Insurance and Annuity Company and Fidelity
Distributors Corporation (Variable Insurance Products
Fund II) dated February 1, 1994 and amended March 1, 1996
99-B.8.6 Service Agreement between Aetna Life Insurance and *
Annuity Company and Fidelity Investments Institutional
Operations Company dated as of November 1, 1995
99-B.8.7 Fund Participation Agreement between Aetna Life Insurance *
and Annuity Company and Franklin Advisers, Inc. dated
January 31, 1989
99-B.8.8 Fund Participation Agreement between Aetna Life *
Insurance and Annuity Company and Janus Aspen Series
dated April 19, 1994 and amended March 1, 1996
99-B.8.9 Fund Participation Agreement between Aetna Life *
Insurance and Annuity Company and Lexington Management
Corporation regarding Natural Resources Trust dated
December 1, 1988 and amended February 11, 1991
99-B.8.10 Fund Participation Agreement between Aetna Life *
Insurance and Annuity Company and Advisers Management
Trust (now Neuberger & Berman Advisers Management Trust)
dated April 14, 1989 and as assigned and modified on
May 1, 1995
99-B.8.11 Fund Participation Agreement between Aetna Life *
Insurance and Annuity Company and Scudder Variable Life
Investment Fund dated April 27, 1992 and amended
February 19, 1993 and August 13, 1993
99-B.8.12 Amendment dated as of February 20, 1996 to Fund *
Participation Agreement between Aetna Life Insurance
and Annuity Company and Scudder Variable Life Investment
Fund dated April 27, 1992 as amended February 19, 1993 and
August 13, 1993
99-B.8.13 Fund Participation Agreement between Aetna Life *
Insurance and Annuity Company, Investors Research
Corporation and TCI Portfolios, Inc. dated July 29, 1992
and amended December 22, 1992 and June 1, 1994
* Incorporated by reference
<PAGE>
EXHIBIT NO. EXHIBIT PAGE
- ----------- ------- ----
99-B.9 Opinion of Counsel *
99-B.10.1 Consent of Independent Auditors _______
99-B.10.2 Consent of Counsel _______
99-B.13 Computation of Performance Data *
99-B.15.1 Powers of Attorney *
99-B.15.2 Authorization for Signatures *
27 Financial Data Schedule *
* Incorporated by reference
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors of Aetna Life Insurance and Annuity Company
and Contract Owners of Aetna Variable Annuity Account C:
We consent to the use of our reports incorporated herein by reference.
Our report dated February 6, 1996 refers to a change in 1993 in the Company's
method of accounting for certain investments in debt and equity securities.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
October 1, 1996
<PAGE>
151 Farmington Avenue SUSAN E. BRYANT
Hartford, CT 06156 Counsel
Law and Regulatory Affairs, RE4C
(860) 273-7834
Fax: (860) 273-8340
October 1, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Variable Annuity Account C of Aetna Life Insurance and Annuity
Company Post-Effective Amendment No. 8 to the Registration
Statement on Form N-4
FILE NOS. 33-75990 and 811-2513
Gentlemen:
As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I
hereby consent to the use of my opinion dated February 28, 1996 (incorporated
herein by reference to the 24f-2 Notice for the fiscal year ended December
31, 1995 filed on behalf of Variable Annuity Account C of Aetna Life
Insurance and Annuity Company on February 29, 1996) as an exhibit to this
Post-Effective Amendment No. 8 to the Registration Statement on Form N-4
(File No. 33-75990) and to my being named under the caption "Legal Matters"
therein.
Very truly yours,
/s/ Susan E. Bryant
- ----------------------------
Susan E. Bryant
Counsel
Aetna Life Insurance and Annuity Company
