<PAGE>
As filed with the Securities and Exchange Registration No. 333-01107
Commission on September 13, 1996 Registration No. 811-2513
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
POST-EFFECTIVE AMENDMENT NO. 2 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.
<PAGE>
VARIABLE ANNUITY ACCOUNT C
CROSS REFERENCE SHEET
LOCATION - PROSPECTUS
DATED AUGUST 22, 1996,
AS AMENDED BY
SUPPLEMENTS DATED
FORM N-4 SEPTEMBER 3, 1996 AND
ITEM NO. PART A (PROSPECTUS) SEPTEMBER 13, 1996
- -------- ------------------- -----------------------
1 Cover Page..................................... Cover Page
2 Definitions.................................... Definitions
3 Synopsis....................................... Prospectus Summary;
Fee Table and as
ammended
4 Condensed Financial Information................ Not Applicable
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 Fees
During the
Accumulation Period
7 General Description of Variable Annuity
Contracts...................................... Purchase;
Miscellaneous
8 Annuity Period................................. Annuity Period
9 Death Benefit.................................. Death Benefit
10 Purchases and Contract Value................... Purchase;
Determining
Individual Account
Current Value
11 Redemptions.................................... Contract Rights;
Additional
Withdrawal Options
12 Taxes.......................................... Tax Status
13 Legal Proceedings.............................. Miscellaneous -
Legal Proceedings
and Legal Matters
<PAGE>
14 Table of Contents of the Statement of
Additional Information......................... Statement of
Additional
Information - Table
of Contents
FORM N-4
ITEM NO. PART B (STATEMENT OF ADDITIONAL INFORMATION) LOCATION
- --------- -------------------------------------------- --------
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; General;
Average Annual
Total Return
Quotations
22 Annuity Payments............................... Annuity Payments
23 Financial Statements........................... Financial
Statements of
the Separate
Account;
Financial
Statements of
Aetna Life
Insurance and
Annuity Company
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. 2, respectively,
by reference to Pre-Effective Amendment No. 1 to the Registration Statement
on Form N-4 (File No. 333-01107), as filed electronically on August 2, 1996
and by reference to a Supplement dated September 3, 1996, contained in
Post-Effective Amendment No. 1 to the Registration Statement on Form N-4
(File No. 333-01107), as filed electronically on August 30, 1996.
<PAGE>
VARIABLE ANNUITY ACCOUNT C
AETNA LIFE INSURANCE AND ANNUITY COMPANY
SUPPLEMENT DATED SEPTEMBER 13, 1996 TO THE PROSPECTUS DATED AUGUST 22, 1996
HEALTHCARE RETIREMENT PLUS AND VOLUNTARY VARIABLE ANNUITY CONTRACTS FOR USE WITH
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 AUGUST 22, 1996 (THE "PROSPECTUS") AND SHOULD BE READ
WITH THAT PROSPECTUS.
AS OF THE DATE OF THIS SUPPLEMENT, SUBJECT TO APPLICABLE REGULATORY
AUTHORIZATION, THE AETNA VARIABLE INDEX PLUS PORTFOLIO IS AVAILABLE AS AN
INVESTMENT OPTION UNDER THE VARIABLE ANNUITY CONTRACT DESCRIBED IN THE
PROSPECTUS.
THE DESCRIPTION OF THE AETNA VARIABLE INDEX PLUS PORTFOLIO IS AS FOLLOWS:
- AETNA VARIABLE PORTFOLIOS, INC. -- AETNA VARIABLE INDEX PLUS PORTFOLIO
SEEKS TO OUTPERFORM THE TOTAL RETURN PERFORMANCE OF PUBLICLY TRADED COMMON
STOCKS REPRESENTED BY THE S&P 500 COMPOSITE STOCK PRICE INDEX ("S&P 500"),
A BROAD BASED STOCK MARKET INDEX COMPOSED OF 500 COMMON STOCKS SELECTED BY
THE STANDARD & POOR'S CORPORATION. THE PORTFOLIO USES THE S&P 500 AS A
COMPARATIVE BENCHMARK BECAUSE IT REPRESENTS APPROXIMATELY TWO-THIRDS OF
THE TOTAL MARKET VALUE OF ALL U.S. COMMON STOCKS, AND IS WELL KNOWN TO
INVESTORS. AETNA LIFE INSURANCE AND ANNUITY COMPANY IS THE INVESTMENT
ADVISER FOR THE PORTFOLIO, AND AELTUS INVESTMENT MANAGEMENT, INC. IS THE
SUB-ADVISER.
PLEASE REFER TO THE PORTFOLIO'S PROSPECTUS FOR MORE COMPREHENSIVE INFORMATION
ABOUT THE PORTFOLIO.
FEE TABLE
THE FOLLOWING INFORMATION AMENDS THE "ANNUAL EXPENSES OF THE FUNDS" AND
"HYPOTHETICAL ILLUSTRATION" SECTIONS OF THE FEE TABLE TO INCLUDE INFORMATION FOR
THE NEW PORTFOLIO. PLEASE ALSO REFER TO THE TABLE OF SEPARATE ACCOUNT ANNUAL
EXPENSES IN THE FEE TABLE IN THE PROSPECTUS, WHICH ALSO APPLIES TO THE
PORTFOLIO.
ANNUAL EXPENSES OF THE FUND
<TABLE>
<CAPTION>
INVESTMENT TOTAL FUND
ADVISORY FEES OTHER EXPENSES ANNUAL EXPENSES
------------- --------------- ---------------
<S> <C> <C> <C>
AETNA VARIABLE INDEX PLUS PORTFOLIO 0.35% 0.15% 0.50%
</TABLE>
FORM NO. X01107.1 SEPTEMBER 1996
<PAGE>
HYPOTHETICAL ILLUSTRATION
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.
<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 INDEX PLUS
PORTFOLIO $73 $120 $159 $244 $21 $66 $113 $244
</TABLE>
* THIS HYPOTHETICAL ILLUSTRATION ASSUMES THAT (I) A WITHDRAWAL CHARGE WILL BE
APPLICABLE FOR A 10-YEAR PERIOD, (II) A TRANSFER CREDIT WILL APPLY, AND (III)
LESS THAN $500,000 IN ASSETS WILL BE HELD BY THE COMPANY. ACCORDINGLY, THE
INDIVIDUAL ACCOUNT IS SUBJECT TO A MORTALITY AND EXPENSE RISK CHARGE OF 1.25%,
AN ADMINISTRATIVE EXPENSE CHARGE OF 0.25%, $15.00 ANNUAL MAINTENANCE FEE (AS
AN ANNUAL CHARGE OF 0.107% OF THE ESTIMATED ASSETS HELD IN THE SEPARATE
ACCOUNT UNDER THE CONTRACTS), AND A WITHDRAWAL FEE FOR 10 YEARS. SEE "CHARGES
AND FEES DURING THE ACCUMULATION PERIOD" IN THE PROSPECTUS.
PERFORMANCE INFORMATION
PERFORMANCE INFORMATION FOR THE INVESTMENT ADVISER WITH RESPECT TO ITS
MANAGEMENT OF FUNDS SIMILAR TO THE PORTFOLIO DESCRIBED ABOVE IS CONTAINED IN THE
PORTFOLIO'S PROSPECTUS.
THE FOLLOWING REPLACES THE SECOND PARAGRAPH UNDER THE SECTION ENTITLED "THE
COMPANY":
THE COMPANY IS A WHOLLY OWNED SUBSIDIARY OF AETNA RETIREMENT HOLDINGS, INC.,
WHICH IS IN TURN A WHOLLY OWNED SUBSIDIARY OF AETNA RETIREMENT SERVICES,
INC. AND AN INDIRECT WHOLLY OWNED SUBSIDIARY OF AETNA INC.
FORM NO. X01107.1 SEPTEMBER 1996
<PAGE>
VARIABLE ANNUITY ACCOUNT C
PART C - OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
(1) Included in Part A:
Not Applicable
(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 Group Combination Annuity Contract
(Nonparticipating) (A001RP95)(3)
(4.2) Form of Group Combination Annuity Certificate
(Nonparticipating) (A007RC95)(3)
(4.3) Form of Group Combination Annuity Contract
(Nonparticipating) (A020RV95)(3)
(4.4) Form of Group Combination Annuity Certificate
(Nonparticipating) (A027RV95)(3)
(4.5) Form of Endorsement for Exchanged Contracts (EINRP95)(3)
(4.6) Form of Endorsement for Exchanged Contracts (EINRV95)(3)
(4.7) Form of Endorsement for 401(a) Plans(3)
(4.8) Form of Endorsement (GET9/96) for contracts A001RP95 and
A020RV95(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
22, 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(8)
(15.2) Authorization for Signatures(2)
(27) Financial Data Schedule(8)
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 Registration Statement on Form N-4 (File No.
333-01107), as filed electronically on February 21, 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 Pre-Effective Amendment No. 1 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 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 Pre-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 33-88720), as filed electronically on
November 30, 1995.
<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 for the
Registrant, Aetna Life Insurance and Annuity Company (ALIAC) also
acts as the principal underwriter 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., Aetna GET Fund,
Variable Life Account B and Variable Annuity Accounts B and G
(separate accounts of ALIAC registered as unit investment trusts),
and Variable Annuity Account I (a separate account of Aetna
Insurance Company of America registered as a unit investment trust).
Additionally, ALIAC is the investment adviser for Aetna Variable
Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna
<PAGE>
Investment Advisers Fund, Inc., Aetna Generation Portfolios, Inc.,
Aetna Variable Portfolios, Inc., Aetna GET Fund, and Aetna Series
Fund, Inc. ALIAC is also the depositor of Variable Life Account B
and Variable Annuity Accounts B, C and G.
(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) 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, certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment
No. 2 to its Registration Statement on Form N-4 (File No. 333-01107) and has
duly caused this Post-Effective Amendment No. 2 to its Registration Statement
on Form N-4 (File No. 333-01107) to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hartford, State of
Connecticut, on the 13th day of September, 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. 2 to the Registration Statement on Form N-4
(File No. 333-01107) 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 ) September
- ------------------------ ) 13, 1996
Timothy A. Holt )
)
Christopher J. Burns* Director )
- ------------------------ )
Christopher J. Burns )
)
Laura R. Estes* Director )
- ------------------------ )
Laura R. Estes )
<PAGE>
Gail P. Johnson* Director )
- ------------------------ )
Gail P. Johnson )
)
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.4.1 Form of Group Combination Annuity *
Contract (Nonparticipating)(A001RP95)
99-B.4.2 Form of Group Combination Annuity Certificate *
(Nonparticipating)(A007RC95)
99-B.4.3 Form of Group Combination Annuity Contract *
(Nonparticipating)(A020RV95)
99-B.4.4 Form of Group Combination Annuity Certificate *
(Nonparticipating)(A027RV95)
99-B.4.5 Form of Endorsement for Exchanged Contracts (EINRP95) *
99-B.4.6 Form of Endorsement for Exchanged Contracts (EINRV95) *
99-B.4.7 Form of Endorsement for 401(a) Plans *
99-B.4.8 Form of Endorsement (GET9/96) for contracts A001RP95 *
and A020RV95
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
*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 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
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 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.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
September 13, 1996
<PAGE>
151 Farmington Avenue SUSAN E. BRYANT
Hartford, CT 06156 Counsel
Law and Regulatory Affairs, RE4C
(860) 273-7834
Fax: (860) 273-8340
September 13, 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. 2 to the Registration
Statement on Form N-4
File Nos. 333-01107 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 July 31, 1996 (incorporated
herein by reference to Pre-Effective Amendment No. 1 to Registration
Statement on Form N-4 (as Filed on August 2, 1996) as an exhibit to this
Post-Effective Amendment No. 2 to the Registration Statement on Form N-4
(File No. 333-01107) 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
