<PAGE>
As filed with the Securities and Exchange Registration No. 33-91846*
Commission on October 16, 1996 Registration No. 811-2513
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- ------------------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 7 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
and Amendment To
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
- ------------------------------------------------------------------------------
Variable Annuity Account C of Aetna Life Insurance and Annuity Company
(EXACT NAME OF REGISTRANT)
Aetna Life Insurance and Annuity Company
(NAME OF DEPOSITOR)
151 Farmington Avenue, RE4C, Hartford, Connecticut 06156
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Depositor's Telephone Number, including Area Code: (860) 273-7834
Susan E. Bryant, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, RE4C, Hartford, Connecticut 06156
(NAME AND ADDRESS OF AGENT FOR SERVICE)
- ------------------------------------------------------------------------------
It is proposed that this filing will become effective (CHECK APPROPRIATE SPACE):
X immediately upon filing pursuant to paragraph (b) of Rule 485
----
on _______________________ pursuant to paragraph (b) of Rule 485
----
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant
has registered an indefinite number of securities under the Securities Act of
1933. Registrant filed a Rule 24f-2 Notice for the fiscal year ended
December 31, 1995 on February 29, 1996.
*Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which
includes all the information which would currently be required in a
prospectus relating to the securities covered by the following earlier
Registration Statement: 33-75976.
<PAGE>
VARIABLE ANNUITY ACCOUNT C
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
LOCATION - PROSPECTUS
DATED SEPTEMBER 16,
1996, AS AMENDED BY
FORM N-4 SUPPLEMENTS DATED
ITEM NO PART A (PROSPECTUS) SEPTEMBER 16, 1996 AND
OCTOBER 16, 1996
<C> <S> <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
6 Deductions and Expenses . . . . . . . . . . . . Charges and Deductions;
Distribution
7 General Description of Variable Annuity
Contracts . . . . . . . . . . . . . . . . . . . Purchase; Miscellaneous
8 Annuity Period. . . . . . . . . . . . . . . . . Annuity Period
9 Death Benefit . . . . . . . . . . . . . . . . . Death Benefit During
Accumulation Period; Death
Benefit Payable During the
Annuity Period
10 Purchases and Contract Value. . . . . . . . . . Purchase; Contract Valuation
11 Redemptions . . . . . . . . . . . . . . . . . . Right to Cancel; Withdrawals
12 Taxes . . . . . . . . . . . . . . . . . . . . . Tax Status
</TABLE>
<PAGE>
<TABLE>
<C> <S> <C>
13 Legal Proceedings . . . . . . . . . . . . . . . Miscellaneous - Legal Matters
and Proceedings
<CAPTION>
FORM N-4
ITEM NO. PART B (STATEMENT OF ADDITIONAL LOCATION
INFORMATION)
<C> <S> <C>
14 Table of Contents of the Statement of
Additional Information. . . . . . . . . . . . . Contents of the Statement of
Additional Information
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. 7, respectively,
by reference to Post-Effective Amendment No. 6 to the Registration Statement
on Form N-4 (File No. 33-91846), as filed electronically on August 6, 1996
and by reference to a Supplement dated September 16, 1996 as contained in
Post-Effective Amendment No. 6 to the Registration Statement on Form N-4
(File No. 33-91846), as filed electronically on August 6, 1996.
<PAGE>
VARIABLE ANNUITY ACCOUNT C
Aetna Life Insurance and Annuity Company
Supplement dated October 16, 1996 to the
Prospectus dated September 16, 1996
Group Deferred Variable Annuity Contracts for use with
Retirement Programs for Higher Education (Section 403(b) and 401(a))
This supplement describes Series C of Aetna GET Fund (GET C), an investment
option which may be available under the contract described by the prospectus to
which this supplement is attached (Contract) and a guarantee offered by the
Aetna Life Insurance and Annuity Company (Aetna) in connection with investments
in GET C. This supplement applies only to Master Contracts issued or endorsed on
or after October 1, 1996.
AETNA GET FUND -- SERIES C
GET C seeks to achieve maximum total return without compromising a minimum
target rate of return by participating in favorable equity market performance
during a Guaranteed Period. GET C shares will be offered for a limited time
period (Offering Period). Aetna reserves the right to reject amounts of less
than $5,000 transferred to GET C. Aetna is the investment adviser to GET C.
Aeltus Investment Management, Inc. is the sub-adviser to GET C.
THE GET FUND GUARANTEE
GET C will mature in five years (Maturity Date), which will end the Guaranteed
Period for GET C. Aetna guarantees that the value of a GET C accumulation unit
on the Maturity Date will not be less than the value of a GET C accumulation
unit at the beginning of the Guaranteed Period. If necessary, Aetna will
transfer funds from its General Account to GET C 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 C is only available as an investment option during the accumulation period.
GET C should not be selected if annuity payments or other withdrawals or
transfers from GET C are expected to begin prior to the Maturity Date.
Participants must transfer any portion of the value of their contract (Contract
Value) held in GET C to another investment option before an annuity option is
elected.
Prior to the Maturity Date, Aetna will send a notice to each contract
owner/participant with amounts in GET C advising them of the Maturity Date 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 Contract Value based on
GET C to another available series of GET Fund. If no GET Fund series is
available, 50% of the Contract Value from GET C will be transferred to Aetna
Variable Fund, a growth and income fund. The remaining 50% of the Contract Value
from GET C will be transferred to Aetna Income Shares, a bond fund. The
transfers would be made during the next valuation period.
The following information supplements Table A contained in the Fee Table section
of the Prospectus.
AETNA GET FUND SERIES C ANNUAL EXPENSES
(As a percentage of average net assets)
<TABLE>
<CAPTION>
INVESTMENT TOTAL FUND
ADVISORY OTHER ANNUAL
FEES* EXPENSES** EXPENSES
------------- --------------- ---------------
<S> <C> <C> <C>
Aetna GET Fund Series C 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.
** Administrative Services includes all other expenses of GET C.
See the Prospectus for GET C for a more complete description of the fund,
including charges and expenses.
Form No. X91846.4 October 1996
<PAGE>
SEPARATE ACCOUNT ANNUAL EXPENSES (Applies to Master Contracts issued or Endorsed
on or after
October 1, 1996)
(As an annual percentage of average net asset value. The daily equivalent is
deducted from the GET C Subaccount of the Separate Account.)
<TABLE>
<S> <C>
MORTALITY AND EXPENSE RISK CHARGE...................... 1.00%
GET GUARANTEE CHARGE (deducted daily during the
Guaranteed Period)................................... 0.25%
ADMINISTRATIVE EXPENSE CHARGE. We currently do not
impose an administrative............................. 0.00%
-----
expense charge. However, we reserve the right to
deduct a daily charge from
the Subaccounts equivalent on an annual basis to not
more than 0.25%.
Total Separate Account Annual Expenses................. 1.25%
------
------
</TABLE>
See the Contract Prospectus for charges during the annuity period.
HYPOTHETICAL ILLUSTRATION (Example) -- Aetna GET Fund Series C
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.
Whether or not you withdraw or if you annuitize your Account, assuming a 5%
annual return on assets, you would have paid the following expenses on a $1,000
investment at the end of the applicable time period:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Aetna GET Fund Series C $20 $ 63 $108 $233
</TABLE>
PERFORMANCE INFORMATION
Performance information for the investment adviser with respect to its
management of funds similar to the Fund described above is contained in the
Fund's prospectus.
Form No. X91846.4 October 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 Wholesale Agreement and Related Selling
Agreement(2)
(4.1) Form of Variable Annuity Contract (G-CDA-IB(ATORP)) and
Endorsement (EGET-IC(R))(3)
(4.2) Form of Variable Annuity Contract and Certificate (G-CDA-95(TORP)
and (GTCC-95(TORP))(3)
(4.3) Form of Variable Annuity Contract (G-CDA-IB(AORP)) and
Endorsement (EGET-IC(R))(3)
(4.4) Form of Variable Annuity Contract and Certificate (G-CDA-95(ORP)
and (GTCC-95(ORP))(3)
(4.5) Form of Variable Annuity Contract (GCDA-96(TORP))(4)
(4.6) Endorsement (GET/96) to Form of Variable Annuity Contract
G-CDA-95(TORP), GTCC95(TORP), G-CDA-95(ORP), GTCC-95(ORP)(4)
<PAGE>
(5) Form of Variable Annuity Contract Application (300-MOP-IB)(5)
(6) Certification of Incorporation and By-Laws of Depositor(6)
(7) Not applicable
(8.1) Fund Participation Agreement (Amended and Restated) between Aetna
Life Insurance and Annuity Company, Alger American Fund and Fred
Alger Management, Inc. dated March 31, 1995(2)
(8.2) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Calvert Asset Management Company (Calvert
Responsibly Invested Balanced Portfolio, formerly Calvert
Socially Responsible Series) dated March 13, 1989 and amended
December 27, 1993(2)
(8.3) Second Amendment dated January 1, 1996 to Fund Participation
Agreement between Aetna Life Insurance and Annuity Company and
Calvert Asset Management Company (Calvert Responsibly Invested
Balanced Portfolio, formerly Calvert Socially Responsible Series)
dated March 13, 1989 and amended December 27, 1993(7)
(8.4) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Fidelity Distributors Corporation (Variable
Insurance Products Fund) dated February 1, 1994 and amended March
1, 1996(2)
(8.5) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Fidelity Distributors Corporation (Variable
Insurance Products Fund II) dated February 1, 1994 and amended
March 1, 1996(2)
(8.6) Service Agreement between Aetna Life Insurance and Annuity
Company and Fidelity Investments Institutional Operations Company
dated as of November 1, 1995(7)
(8.7) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Franklin Advisers, Inc. dated January 31,
1989(2)
(8.8) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Janus Aspen Series dated April 19, 1994 and
amended March 1, 1996(2)
(8.9) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Lexington Management Corporation regarding
Natural Resources Trust dated December 1, 1988 and amended
February 11, 1991(2)
(8.10) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Advisers Management Trust (now Neuberger &
Berman Advisers Management Trust) dated April 14, 1989 and as
assigned and modified on May 1, 1995(2)
(8.11) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Scudder Variable Life Investment Fund dated
April 27, 1992 and amended February 19, 1993 and August 13,
1993(2)
(8.12) Amendment dated as of February 20, 1996 to Fund Participation
Agreement between Aetna Life Insurance and Annuity Company and
Scudder Variable Life Investment Fund dated April 27, 1992 as
amended February 19, 1993 and August 13, 1993(7)
<PAGE>
(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 27,
1992 and June 1, 1994(2)
(9) Opinion of Counsel(8)
(10.1) Consent of Independent Auditors
(10.2) Consent of Counsel
(11) Not applicable
(12) Not applicable
(13) Computation of Performance Data(9)
(14) Not applicable
(15.1) Powers of Attorney(10)
(15.2) Authorization for Signatures(2)
(27) Financial Data Schedule(3)
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. 33-91846), as filed
electronically on April 15, 1996.
4. 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.
5. Incorporated by reference to Registration Statement on Form N-4 (File No.
33-91846), as filed on May 1, 1995.
6. Incorporated by reference to Post-Effective Amendment No. 1 to
Registration Statement on Form S-1 (File No. 33-60477), as filed
electronically on April 15, 1996.
7. Incorporated by reference to Post-Effective Amendment No. 3 to
Registration Statement on Form N-4 (File No. 33-88720), as filed
electronically on June 28, 1996.
8. Incorporated by reference to Registrant's 24f-2 Notice for fiscal year
ended December 31, 1995, as filed electronically on February 29, 1996.
9. Incorporated by reference to Post-Effective Amendment No. 1 to
Registration Statement on Form N-4 (File No. 33-91846), as filed
electronically on August 16, 1995.
10. Incorporated by reference to Pre-Effective Amendment No. 1 to
Registration Statement on Form N-4 (File No. 333-01107), as filed
electronically on August 2, 1996.
<PAGE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
NAME AND PRINCIPAL
BUSINESS ADDRESS* POSITIONS AND OFFICES WITH DEPOSITOR
- ------------------- ------------------------------------
Daniel P. Kearney Director and President
Timothy A. Holt Director, Senior Vice President and
Chief Financial Officer
Christopher J. Burns Director and Senior Vice President
Laura R. Estes Director and Senior Vice President
Gail P. Johnson Director and Vice President
John Y. Kim Director and Senior Vice President
Shaun P. Mathews Director and Vice President
Glen Salow Director and Vice President
Creed R. Terry Director and Vice President
Deborah Koltenuk Vice President and Treasurer,
Corporate Controller
Zoe Baird Senior Vice President and General Counsel
Frederick D. Kelsven 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 August 31, 1996, there were 589,843 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 Variable Portfolios, Inc., and
Aetna GET Fund (all registered management investment 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). ALIAC also 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 COMMISSION COMPENSATION*
- ----------- ---------------- ---------------- ---------- -------------
<S> <C> <C> <C> <C>
Aetna Life $1,830,629 $74,341,006
Insurance and
Annuity
Company
</TABLE>
* Compensation shown in column 5 includes deductions for mortality and
expense risk guarantees and contract charges assessed to cover costs
incurred in the sales and administration of the contracts issued under
Variable Annuity Account C.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules under it relating to the
securities described in and issued under this Registration Statement are
located at the home office of the Depositor as follows:
Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
ITEM 31. MANAGEMENT SERVICES
Not applicable
ITEM 32. UNDERTAKINGS
Registrant hereby undertakes:
(a) to file a post-effective amendment to this registration statement on
Form N-4 as frequently as is necessary to ensure that the audited
financial statements in the registration statement are never more
than sixteen months old for as long as payments under the variable
annuity contracts may be accepted;
<PAGE>
(b) to include as part of any application to purchase a contract offered
by a prospectus which is part of this registration statement on Form
N-4, a space that an applicant can check to request a Statement of
Additional Information; and
(c) to deliver any Statement of Additional Information and any financial
statements required to be made available under this Form N-4
promptly upon written or oral request.
(d) The Company hereby represents that it is relying upon and complies
with the provisions of Paragraphs (1) through (4) of the SEC Staff's
No-Action Letter dated November 22, 1988 with respect to language
concerning withdrawal restrictions applicable to plans established
pursuant to Section 403(b) of the Internal Revenue Code. See American
Counsel of Life Insurance; SEC No-Action Letter,
[1989 Transfer Binder] Fed. SEC. L. Rep. (CCH) PARA 78,904 at 78,523
(November 22, 1988).
(e) Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
(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
risk assumed by the insurance company.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, the Registrant, Variable Annuity Account C of Aetna Life
Insurance and Annuity Company, certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment
No. 7 to its Registration Statement on Form N-4 (File No. 33-91846) and has
duly caused this Post-Effective Amendment No. 7 to its Registration Statement
on Form N-4 (File No. 33-91846) to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hartford, State of
Connecticut, on the 16th 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. 7 to the Registration Statement on Form N-4
(File No. 33-91846) 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
- ---------------------- ) 16, 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 Wholesale Agreement and *
Related Selling Agreement
99-B.4.1 Form of Variable Annuity Contract (G-CDA-IB(ATORP) *
and Endorsement (EGET-IC(R))
99-B.4.2 Form of Variable Annuity Contract and Certificate *
(G-CDA-95(TORP) and (GTCC-95(TORP))
99-B.4.3 Form of Variable Annuity Contract (G-CDA-IB(AORP) *
and Endorsement (EGET-IC(R))
99-B.4.4 Form of Variable Annuity Contract and Certificate *
(G-CDA-95(ORP) and (GTCC-95(ORP))
99-B.4.5 Form of Variable Annuity Contract (GCDA-96(TORP)) *
99-B.4.6 Endorsement (GET/96) to Form of Variable Annuity *
Contract G-CDA-95(TORP), GTCC95(TORP), G-CDA-95(ORP),
GTCC-95(ORP)
99-B.5 Form of Variable Annuity Contract Application *
(300-MOP-IB)
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
* Incorporated by reference
<PAGE>
EXHIBIT NO. EXHIBIT PAGE
- ----------- ------- ----
99-B.8.2 Fund Participation Agreement between Aetna Life *
Insurance and Annuity Company and Calvert Asset
Management Company (Calvert Responsibly Invested
Balanced Portfolio, formerly Calvert Socially
Responsible Series) dated March 13, 1989 and amended
December 27, 1993
99-B.8.3 Second Amendment dated January 1, 1996 to Fund *
Participation Agreement between Aetna Life Insurance
and Annuity Company and Calvert Asset Management
Company (Calvert Responsibly Invested Balanced Portfolio,
formerly Calvert Socially Responsible Series) dated
March 13, 1989 and amended December 27, 1993
99-B.8.4 Fund Participation Agreement between Aetna Life *
Insurance and Annuity Company and Fidelity Distributors
Corporation (Variable Insurance Products Fund) dated
February 1, 1994 and amended March 1, 1996
99-B.8.5 Fund Participation Agreement between Aetna Life *
Insurance and Annuity Company and Fidelity
Distributors Corporation (Variable Insurance Products
Fund II) dated February 1, 1994 and amended March 1, 1996
99-B.8.6 Service Agreement between Aetna Life Insurance and *
Annuity Company and Fidelity Investments Institutional
Operations Company dated as of November 1, 1995
99-B.8.7 Fund Participation Agreement between Aetna Life *
Insurance and Annuity Company and Franklin Advisers,
Inc. dated January 31, 1989
99-B.8.8 Fund Participation Agreement between Aetna Life *
Insurance and Annuity Company and Janus Aspen Series
dated April 19, 1994 and amended March 1, 1996
99-B.8.9 Fund Participation Agreement between Aetna Life *
Insurance and Annuity Company and Lexington Management
Corporation regarding Natural Resources Trust dated
December 1, 1988 and amended February 11, 1991
* Incorporated by reference
<PAGE>
EXHIBIT NO. EXHIBIT PAGE
- ----------- ------- ----
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 27, 1992 and
June 1, 1994
99-B.9 Opinion of Counsel *
99-B.10.1 Consent of Independent Auditors ______
99-B.10.2 Consent of Counsel ______
99-B.13 Computation of Performance Data *
99-B.15.1 Powers of Attorney *
99-B.15.2 Authorization for Signatures *
27 Financial Data Schedule *
* Incorporated by reference
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors of Aetna Life Insurance and Annuity Company
and Contract Owners of Aetna Variable Annuity Account C:
We consent to the use of our reports incorporated herein by reference.
Our report dated February 6, 1996 refers to a change in 1993 in the Company's
method of accounting for certain investments in debt and equity securities.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
October 16, 1996
<PAGE>
151 Farmington Avenue SUSAN E. BRYANT
Hartford, CT 06156 Counsel
Law and Regulatory Affairs, RC4A
(860) 273-7834
Fax: (860) 273-8340
October 16,1996
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.7 to the Registration Statement on
Form N-4
FILE NOS. 33-91846 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.7 to the Registration Statement on Form N-4 (File
No. 33-91846) and to my being named under the caption "Legal Matters" therein.
Very truly yours,
/s/ Susan E. Bryant
- -----------------------
Susan E. Bryant
Counsel
Aetna Life Insurance and Annuity Company
____________________
* Pursuant to Rule 429(a) under the Securities Act of 1933, the Registrant
has included a combined prospectus under this Registration Statement which
includes all the information that would currently be required in a
prospectus relating to the securities covered by the following earlier
Registration Statement: 33-75976.
