<PAGE>
As filed with the Securities and Exchange Registration No. 33-75964
Commission on October 2, 1996 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
(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.
Registrant filed a Rule 24f-2 Notice for the fiscal year ended December 31,
1995 on February 29, 1996.
*Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which
includes all the information which would currently be required in
prospectuses relating to the securities covered by the following earlier
Registration Statements: 33-75958; 33-75960; and 33-75994.
<PAGE>
VARIABLE ANNUITY ACCOUNT C
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
LOCATION - PROSPECTUS
DATED MAY 1, 1996, AS
FORM N-4 AMENDED BY SUPPLEMENTS
ITEM NO. PART A (PROSPECTUS) DATED JUNE 21, 1996,
SEPTEMBER 3, 1996,
SEPTEMBER 13, 1996 AND
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
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
<PAGE>
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 LOCATION
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. 10 ,
respectively, by reference to Post-Effective Amendment No. 6 to the
Registration Statement on Form N-4 (File No. 33-75964), as filed
electronically on April 29, 1996 and by reference to Supplements dated June
21, 1996, September 3, 1996 and September 13, 1996, as contained in
Post-Effective Amendment Nos. 7, 8 and 9, respectively, to the Registration
Statement on Form N-4 (File No. 33-75964), 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 -- Variable Annuity Contracts for Tax-Deferred Annuity Plans (Section
403(b))
and Defined Contribution Plans (Section 401(a))
THE INFORMATION IN THIS SUPPLEMENT UPDATES AND AMENDS THE INFORMATION CONTAINED
IN THE PROSPECTUS DATED MAY 1, 1996 (THE "PROSPECTUS") AND SHOULD BE READ WITH
THAT PROSPECTUS.
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 for participants who
enrolled in a group contract prior to May 1, 1984 or for any participants
in individual Contracts issued prior to May 1, 1984. In addition,
Contracts issued to public school systems will not be subject to this
charge.
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:
<TABLE>
<S> <C>
MORTALITY AND EXPENSE CHARGE..................................................... 1.25%
ADMINISTRATIVE EXPENSE CHARGE.................................................... 0.00%
---
TOTAL SEPARATE ACCOUNT CHARGES................................................... 1.25%
---
---
</TABLE>
For Contracts for which an Administrative Expense Charge is imposed (see
"Charges and Deductions"), Indirect Charges are:
<TABLE>
<S> <C>
MORTALITY AND EXPENSE RISK CHARGE................................................ 1.25%
ADMINISTRATIVE EXPENSE CHARGE.................................................... 0.25%
---
TOTAL SEPARATE ACCOUNT CHARGES................................................... 1.50%
---
---
</TABLE>
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.
<PAGE>
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 0.085%.
<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 VALUE, OR IF YOU ANNUITIZE AT THE END
SHOWN, YOU WOULD PAY THE FOLLOWING OF THE PERIODS SHOWN, YOU WOULD PAY
EXPENSES, INCLUDING ANY APPLICABLE THE FOLLOWING EXPENSES (NO DEFERRED
DEFERRED SALES CHARGE: SALES CHARGE IS REFLECTED):*
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aetna Variable Fund $73 $122 $173 $248 $22 $ 67 $115 $248
Aetna Income Shares $72 $119 $169 $239 $21 $ 65 $111 $239
Aetna Variable Encore Fund $71 $116 $163 $226 $20 $ 61 $104 $226
Aetna Investment Advisers
Fund, Inc. $73 $122 $174 $250 $22 $ 68 $116 $250
Aetna Ascent Variable
Portfolio $75 $127 $182 $267 $24 $ 73 $125 $267
Aetna Crossroads Variable
Portfolio $75 $127 $182 $267 $24 $ 73 $125 $267
Aetna Legacy Variable
Portfolio $75 $127 $182 $267 $24 $ 73 $125 $267
Aetna Variable Index Plus
Portfolio $73 $120 $170 $242 $21 $ 65 $112 $242
Alger American Growth
Portfolio $76 $130 $187 $277 $25 $ 76 $130 $277
Alger American Small Cap
Portfolio $77 $132 $190 $284 $25 $ 78 $133 $284
Calvert Responsibility
Invested Balanced Portfolio $76 $129 $186 $275 $24 $ 75 $129 $275
Fidelity VIP II Contrafund
Portfolio $75 $126 $180 $264 $23 $ 72 $123 $264
Fidelity VIP Equity-Income
Portfolio $74 $123 $175 $253 $22 $ 69 $118 $253
Fidelity VIP Growth Portfolio $75 $126 $179 $262 $23 $ 71 $122 $262
Fidelity VIP Overseas
Portfolio $77 $132 $189 $283 $25 $ 78 $133 $283
Franklin Government Securities
Trust $75 $127 $182 $268 $24 $ 73 $125 $268
Janus Aspen Aggressive Growth
Portfolio $76 $130 $187 $278 $25 $ 76 $130 $278
Janus Aspen Balanced Portfolio $81 $145 $211 $328 $30 $ 91 $155 $328
Janus Aspen Flexible Income
Portfolio $78 $136 $197 $299 $27 $ 82 $141 $299
Janus Aspen Growth Portfolio $75 $128 $183 $270 $24 $ 74 $126 $270
Janus Aspen Short-Term Bond
Portfolio $75 $126 $179 $262 $23 $ 71 $122 $262
Janus Aspen Worldwide Growth
Portfolio $76 $131 $189 $282 $25 $ 77 $132 $282
Lexington Natural Resources
Trust $82 $147 $215 $337 $31 $ 94 $160 $337
Neuberger & Berman Growth
Portfolio $77 $132 $191 $286 $26 $ 79 $134 $286
Scudder International
Portfolio Class A Shares $78 $136 $197 $300 $27 $ 83 $141 $300
TCI Growth $77 $134 $194 $292 $26 $ 80 $137 $292
</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. X75964.3 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)
(4.1) Form of Variable Annuity Contract (G-CDA-HF)(3)
(4.2) Form of Variable Annuity Contract (IA-CDA-IA)(4)
(4.3) Form of Variable Annuity Contract (G-CDA-HD)(5)
(4.4) Endorsements (EIGET-IC(R), EIGF-IC, EGF-IC(SPD)) to Contract
IA-CDA-IA(6)
(4.5) Endorsement (EGET-IC(R)) to Contract G-CDA-HD and G-CDA-HF(2)
(5) Form of Variable Annuity Contract Application (710.00.16H)(4)
(6) Certification of Incorporation and By-Laws of Depositor(7)
(7) Not applicable
<PAGE>
(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
Responsibility 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(8)
(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(8)
(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)
<PAGE>
(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(8)
(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(9)
(10.1) Consent of Independent Auditors
(10.2) Consent of Counsel
(11) Not applicable
(12) Not applicable
(13) Computation of Performance Data(10)
(14) Not applicable
(15.1) Powers of Attorney(11)
(15.2) Authorization for Signatures(2)
(27) Financial Data Schedule(12)
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) filed on February 24, 1995.
4. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-4 (File No. 33-75958) filed on April 28, 1995.
5. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-75982), as filed electronically on
April 22, 1996.
6. Incorporated by reference to Post Effective Amendment No. 8 to Registration
Statement on Form N-4 (File No. 33-75964), as filed electronically on
August 30, 1996.
7. 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.
8. 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.
9. Incorporated by reference to Registrant's 24f-2 Notice for the fiscal
year ended December 31, 1995, as filed electronically on February 29, 1996.
10. Incorporated by reference to Post-Effective Amendment No. 4 to Registration
Statement on Form N-4 (File No. 33-75964) filed on April 28, 1995.
11. 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.
12. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-75964), as filed electronically on
April 29, 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 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 GET Fund, and Aetna Variable Portfolios, Inc. (all registered
investment management companies under the 1940 Act). Additionally ALIAC
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 Annuity
<PAGE>
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:
(1) (2) (3) (4) (5)
Name of Net Underwriting Compensation
Principal Discounts and on Redemption Brokerage
Underwriter Commissions or Annuitization Commissions Compensation*
- ----------- ----------- ---------------- ----------- -------------
Aetna Life $1,830,629 $74,341,006
Insurance and
Annuity Company
* 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) PARA78,904 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.
<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. 10 to its Registration Statement on Form N-4 (File No. 33-75964) to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Hartford, State of Connecticut, on the ____ 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. 10 to the Registration Statement on Form N-4
(File No. 33-75964) 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
- -------------------------- )
Timothy A. Holt ) 2, 1996
)
Christopher J. Burns* Director )
- -------------------------- )
Christopher J. Burns )
)
Laura R. Estes* Director )
- -------------------------- )
Laura R. Estes )
)
Gail P. Johnson* Director )
- -------------------------- )
Gail P. Johnson )
)
John Y. Kim* Director )
- -------------------------- )
John Y. Kim )
<PAGE>
)
Shaun P. Mathews* Director )
- -------------------------- )
Shaun P. Mathews )
)
Glen Salow* Director )
- -------------------------- )
Glen Salow )
)
Creed R. Terry* Director )
- -------------------------- )
Creed R. Terry )
)
Deborah Koltenuk* Vice President and Treasurer, Corporate )
- -------------------------- Controller )
Deborah Koltenuk )
By: /s/ Julie E. Rockmore
----------------------------------
Julie E. Rockmore
*Attorney-in-Fact
<PAGE>
VARIABLE ANNUITY ACCOUNT C
EXHIBIT INDEX
Exhibit No. Exhibit Page
- ----------- ------- -----
99-B.1 Resolution of the Board of Directors of Aetna *
Life Insurance and Annuity Company establishing
Variable Annuity Account C
99-B.3.1 Form of Broker-Dealer Agreement *
99-B.3.2 Alternative Form of Wholesaling Agreement and *
Related Selling Agreement
99-B.4.1 Form of Variable Annuity Contract (G-CDA-HF) *
99-B.4.2 Form of Variable Annuity Contract (IA-CDA-IA) *
99-B.4.3 Form of Variable Annuity Contract (G-CDA-HD) *
99-B.4.4 Endorsements (EIGET-IC(R), EIGF-IC, EGF-IC(SPD)) *
to Contract IA-CDA-IA
99-B.4.5 Endorsement (EGET-IC(R)) to contract G-CDA-HD *
and G-CDA-HF
99-B.5 Form of Variable Annuity Contract Applications *
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 Responsibility
Invested Balanced Portfolio, formerly Calvert
Socially Responsible Series) dated March 13, 1989
and amended December 27, 1993
*Incorporated by reference
<PAGE>
Exhibit No. Exhibit Page
- ----------- ------- -----
99-B.8.3 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
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
*Incorporated by reference
<PAGE>
Exhibit No. Exhibit Page
- ----------- ------- ----
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
99-B.9 Opinion of Counsel *
99-B.10.1 Consent of Independent Auditors ________
99-B.10.2 Consent of Counsel ________
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 2, 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. 10 to the Registration
Statement on Form N-4
File Nos. 33-75964* 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.
10 to the Registration Statement on Form N-4 (File No. 33-75964) and to my being
named under the caption "Legal Matters" therein.
Very truly yours,
/s/ Susan E. Bryant
Susan E. Bryant
Counsel
Aetna Life Insurance and Annuity Company
- --------------------
* Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which includes
all the information which would currently be required in prospectuses relating
to the securities covered by the following earlier Registration Statements:
33-75958; 33-75960; and 33-75994.
