As filed with the Securities and Exchange Registration No. 33-81216
Commission on August 21, 1997 Registration No. 811-2513
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- --------------------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 9 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, RE4A, Hartford, Connecticut 06156
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code: (860) 273-4686
Julie E. Rockmore, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, RE4A, Hartford, Connecticut 06156
(Name and Address of Agent for Service)
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:
-------- immediately upon filing pursuant to paragraph (b) of Rule 485
X on August 21, 1997 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, 1996
on February 28, 1997.
<PAGE>
VARIABLE ANNUITY ACCOUNT C
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
LOCATION - PROSPECTUS DATED MAY 1, 1997 AND AS
FORM N-4 AMENDED BY SUPPLEMENT DATED
ITEM NO. PART A (PROSPECTUS) AUGUST 21, 1997
<S> <C> <C>
1 Cover Page........................................... Cover Page, and as amended
2 Definitions.......................................... Definitions
3 Synopsis............................................. Prospectus Summary; Fee Table, and as amended
4 Condensed Financial Information...................... Condensed Financial Information
5 General Description of Registrant,
Depositor, and Portfolio Companies................... The Company; Variable Annuity
Account C; The Funds, and as amended
6 Deductions and Expenses.............................. Charges and Deductions; 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
14 Table of Contents of the Statement of
Additional Information............................... Contents of the Statement of Additional
Information
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOCATION - STATEMENT
OF ADDITIONAL
FORM N-4 PART B (STATEMENT OF INFORMATION DATED
ITEM NO. ADDITIONAL INFORMATION) MAY 1, 1997
<S> <C> <C>
15 Cover Page........................................... Cover page
16 Table of Contents.................................... Table of Contents
17 General Information and History...................... General Information and
History
18 Services............................................. General Information and
History; Independent Auditors
19 Purchase of Securities Being Offered................. Offering and Purchase of
Contracts
20 Underwriters......................................... Offering and Purchase of Contracts
21 Calculation of Performance Data...................... Performance Data; Average
Annual Total Return
Quotations
22 Annuity Payments..................................... Annuity Payments
23 Financial Statements................................. Financial Statements
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.
</TABLE>
<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. 9, respectively, by
reference to Post-Effective Amendment No. 8 to the registration Statement on
Form N-4 (File No. 33-81216), as filed electronically on April 11, 1997.
<PAGE>
Supplement to Prospectus Dated May 1, 1997
Aetna Life Insurance and Annuity Company
Variable Annuity Account B
Variable Annuity Account C
The prospectus dated May 1, 1997 is amended as follows:
Cover:
The following Funds, to the extent they are listed in your prospectus, will be
replaced with the designated Substitute Funds after the close of business of the
New York Stock Exchange on November 26, 1997:
<TABLE>
<CAPTION>
Replaced Fund Substitute Fund
<S> <C>
Scudder Variable Life Investment Fund-- Portfolio Partners Scudder International Growth Portfolio
International Portfolio Class A Shares
Alger American Small Capitalization Portfolio Portfolio Partners MFS Emerging Equities Portfolio
American Century VP Capital Appreciation Portfolio Partners MFS Research Growth Portfolio
(Formerly TCI Growth)
Neuberger & Berman AMT Growth Portfolio Portfolio Partners MFS Value Equity Portfolio
Alger American Growth Portfolio Portfolio Partners T. Rowe Price Growth Equity Portfolio
Janus Aspen Short-Term Bond Portfolio Aetna Variable Encore Fund (money market)
Franklin Government Securities Trust Aetna Income Shares (bond)
</TABLE>
The following Fund, if previously available in your prospectus, will be removed
from the list of Funds as of the close of business of the New York Stock
Exchange on November 26, 1997, or as soon thereafter as all participants
have redirected their allocations to other investment options (Closing
Date), since it will be closed to new investments after that date (except
reinvested dividends and capital gains earned on amounts already invested in
the Fund through the Separate Account and loan repayments automatically
deposited into the Fund pursuant to the Company's loan repayment
procedures).
Closed
Lexington Natural Resources Trust
The Date of this Supplement is August 21, 1997
XFUNDS-97
<PAGE>
Fee Table--2
The table under Annual Expenses of the Funds is amended by deleting the Replaced
Funds after November 26, 1997 and the Closed Fund after the Closing Date and
adding the following Substitute Funds:
<TABLE>
<CAPTION>
Investment
Advisory Fees Other Expenses
(after expense (after expense Total Annual
reimbursement) reimbursement) Fund Expenses
<S> <C> <C> <C>
Portfolio Partners Scudder International Growth Portfolio .80% .20% 1.00%(1)
Portfolio Partners MFS Emerging Equities Portfolio .70%(2) .13% .83%(1)
Portfolio Partners MFS Research Growth Portfolio .70%(2) .15% .85%(1)
Portfolio Partners MFS Value Equity Portfolio .65% .25% .90%(1)
Portfolio Partners T. Rowe Price Growth Equity Portfolio .60% .15% .75%(1)
</TABLE>
(1) The Company has agreed to reimburse the Fund for expenses and/or waive its
fees so that the aggregate expenses will not exceed this amount through
April 30, 1999. Without such reimbursements or waivers, Total Annual Fund
Expenses are estimated to be as follows: 1.00% for the Scudder International
Growth Portfolio; .87% for the MFS Emerging Equities Portfolio; .92% for the
MFS Research Growth Portfolio; .90% for the MFS Value Equity Portfolio; and
.79% for the T. Rowe Price Growth Equity Portfolio.
(2) The advisory fee is .70% of the first $500 million in assets and .65% on the
excess.
Fee Table--3 The Hypothetical Illustrations (Example) in the Fee Table are
amended by deleting all information with respect to the Replaced Funds for
periods after November 26, 1997, and with respect to the Closed Fund after
the Closing Date and adding the following:
<TABLE>
<CAPTION>
EXAMPLE A EXAMPLE B
If you withdraw the entire Account Value at If you do not withdraw the entire Account
the end of the periods shown, you would pay Value, or if you annuitize at the end of the
the following expenses, including any periods shown, you would pay the following
applicable deferred sales charge: expenses (no deferred sales charge is reflected):
1 year 3 years 5 years 10 years 1 year 3 years 5 year 10 years
------ ------- ------- -------- ------ ------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Portfolio Partners Scudder
International Growth Portfolio $78 $136 $197 $298 $27 $82 $140 $298
Portfolio Partners MFS Emerging
Equities Portfolio $76 $131 $189 $281 $25 $77 $132 $281
Portfolio Partners MFS Research
Growth Portfolio $77 $132 $189 $283 $25 $78 $133 $283
Portfolio Partners MFS Value
Equity Portfolio $77 $133 $192 $288 $26 $79 $135 $288
Portfolio Partners T. Rowe Price
Growth Equity Portfolio $76 $129 $185 $273 $24 $75 $128 $273
</TABLE>
The Examples above assume that a mortality and expense risk charge of 1.25% on
an annual basis, an administrative expense charge of 0.25% on an annual basis
and an annual maintenance fee of $30 are assessed. Example A assumes that a
deferred sales charge of 5% of the Account Value at the end of years 1, 3 and 5,
and 0% at the end of year 10, is assessed. (Charges under your particular
Contract may be lower. Please refer to Fee Table--1 of your Prospectus.)
<PAGE>
Prospectus, Page 1
In the Section Investment Options, the Substitute Funds will take the place of
the Replaced Funds after the close of business of the New York Stock Exchange on
November 26, 1997. Any amounts allocated to the Replaced Funds will
automatically be allocated to the Substitute Funds after that date. Information
about the Closed Fund will be deleted after November 26, 1997 or as soon
thereafter as all participants have redirected their allocations to other
investment options (Closing Date), since it will not be eligible for the deposit
of any new payments or transfers from other Funds. The following will be added:
Portfolio Partners Scudder International Growth Portfolio seeks long-term growth
of capital primarily through a diversified portfolio of marketable foreign
equity securities.
Portfolio Partners MFS Emerging Equities Portfolio seeks long-term growth of
capital by investing primarily in common stocks issued by companies that its
subadviser believes are early in their life cycle but which have the potential
to become major enterprises (emerging growth companies).
Portfolio Partners MFS Research Growth Portfolio seeks long-term growth of
capital and future income by investing primarily in common stocks or securities
convertible into common stocks issued by companies that the subadviser believes
to possess better-than-average prospects for long-term growth, and, to a lesser
extent, in income-producing securities including bonds and preferred stock.
Portfolio Partners MFS Value Equity Portfolio seeks capital appreciation by
investing primarily in common stocks.
Portfolio Partners T. Rowe Price Growth Equity Portfolio seeks long-term growth
of capital and, secondarily, seeks to increase dividend income by investing
primarily in common stocks issued by a diversified group of well-established
growth companies.
Aetna Life Insurance and Annuity Company serves as the investment adviser to
each Portfolio. Scudder, Stevens & Clark, Inc. serves as the subadviser to the
Scudder International Growth Portfolio; Massachusetts Financial Services
Company serves as the subadviser to the MFS Emerging Equities, MFS Research
Growth and MFS Value Equity Portfolios; and T. Rowe Price Associates, Inc.
serves as the subadviser to the T. Rowe Price Growth Equity Portfolio.
Prospectus--"Transfer" Section
The Section in the prospectus discussing Transfers, is amended by adding the
following to the Subsections on Dollar Cost Averaging (if available):
Amounts being transferred into a Replaced Fund will automatically be transferred
into the Substitute Fund after November 26, 1997, unless you have been dollar
cost averaging between the Aetna Variable Encore Fund and the Janus Aspen
Short-Term Bond Portfolio (in either direction). In that event, or if amounts
are to be transferred into a Closed Fund, your Dollar Cost Averaging will
automatically terminate after November 26, 1997 or, for the Closed Fund, after
the Closing Date. To continue with Dollar Cost Averaging after that date, you
must select Funds from the then-current list of available Funds.
XFUNDS-97
<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:
- Statement of Assets and Liabilities as of December 31, 1996
- Statements of Operations and Changes in Net Assets for the
years ended December 31, 1996 and 1995
- Notes to Financial Statements
- Independent Auditors' Report
Financial Statements of the Depositor:
- Independent Auditors' Report
- Consolidated Statements of Income for the years ended
December 31, 1996, 1995 and 1994
- Consolidated Balance Sheets as of December 31, 1996 and 1995
- Consolidated Statements of Changes in Shareholder's Equity
for the years ended December 31, 1996, 1995 and 1994
- Consolidated Statements of Cash Flows for the years ended
December 31, 1996, 1995 and 1994
- 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-401-IB(X/M))(3)
(4.2) Form of Variable Annuity Contract (G-CDA-IB(XC/SM))(3)
(4.3) Endorsement (EGET-IC(R)) to Contracts G-401-IB(X/M) and
G-CDA-IB(XC/SM)(4)
(4.4) Endorsement (ESUNYSDO97) to Contracts G-CDA-IB(XC/SM) and
G-401-IB(X/M)(5)
(5) Form of Variable Annuity Contract Application (300-MOP-IB)(6)
(6.1) Certificate of Incorporation and By-Laws of Aetna Life
Insurance and Annuity Company(7)
(6.2) Amendment of Certificate of Incorporation of Aetna Life
Insurance and Annuity Company(8)
(7) Not applicable
<PAGE>
(8.1) 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)
(8.2) 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(9)
(8.3) Third Amendment dated February 11, 1997 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 and
January 1, 1996(10)
(8.4) Fourth Amendment dated February 11, 1997 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,
January 1, 1996 and February 11, 1997(11)
(8.5) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company, Variable Insurance Products Fund and Fidelity
Distributors Corporation dated February 1, 1994 and amended on
December 15, 1994, February 1, 1995, May 1, 1995, January 1,
1996 and March 1, 1996(8)
(8.6) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company, Variable Insurance Products Fund II and
Fidelity Distributors Corporation dated February 1, 1994 and
amended on December 15, 1994, February 1, 1995, May 1, 1995,
January 1, 1996 and March 1,1996(8)
(8.7) Service Agreement between Aetna Life Insurance and Annuity
Company and Fidelity Investments Institutional Operations
Company dated as of November 1, 1995(9)
(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, Lexington Emerging Markets Fund, Inc. and
Lexington Management Corporation dated April 28, 1994(12)
(9) Opinion and Consent of Counsel
(10) Consent of Independent Auditors
(11) Not applicable
(12) Not applicable
<PAGE>
(13) Schedule for Computation of Performance Data(13)
(14) Not applicable
(15.1) Powers of Attorney(14)
(15.2) Authorization for Signatures(2)
(27) Financial Data Schedule
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. 33-81216), as filed
electronically on April 17, 1996.
4. 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.
5. Incorporated by reference to Post-Effective Amendment No. 7 to
Registration Statement on Form N-4 (File No. 33-81216), as filed
electronically on February 12, 1997.
6. Incorporated by reference to Post-Effective Amendment No. 11 to
Registration Statement on Form N-4 (File No. 33-91846), as filed
electronically on August 19, 1997.
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. 12 to
Registration Statement on Form N-4 (File No. 33-75964), as filed
electronically on February 11, 1997.
9. 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.
10. Incorporated by reference to Post-Effective Amendment No. 4 to
Registration Statement on Form N-4 (File No. 333-01107), as filed
electronically on February 26, 1997.
11. Incorporated by reference to Post-Effective Amendment No. 14 to
Registration Statement on Form N-4 (File No. 33-75964), as filed
electronically on July 29, 1997.
12. Incorporated by reference to Post-Effective Amendment No. 22 to
Registration Statement on Form N-4 (File No. 33-34370), as filed
electronically on April 22, 1996.
13. Incorporated by reference to Post-Effective Amendment No. 4 to
Registration Statement on Form N-4 (File No. 33-81216), as filed on
April 28, 1995.
14. Incorporated by reference to Post-Effective Amendment No. 8 to
Registration Statement on Form S-6 (File No. 33-76004), as filed
electronically on July 14, 1997.
<PAGE>
Item 25. Directors and Officers of the Depositor
- ------------------------------------------------
<TABLE>
<CAPTION>
Name and Principal
Business Address* Positions and Offices with Depositor
- ------------------ ------------------------------------
<S> <C>
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
J. Scott Fox Director and Senior Vice President
John Y. Kim Director and Senior Vice President
Shaun P. Mathews Director and Vice President
Glen Salow Director and Vice President
Deborah Koltenuk Vice President and Treasurer, Corporate
Controller
Frederick D. Kelsven Vice President and Chief Compliance Officer
Kirk P. Wickman Vice President, General Counsel and
Secretary
</TABLE>
* The principal business address of all directors and officers listed is 151
Farmington Avenue, Hartford, Connecticut 06156.
Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant
- ----------------------------------------------------------------------------
Incorporated herein by reference to Item 25 of Post-Effective Amendment No.
22 to the Registration Statement on Form N-1A (File No. 33-41694), as filed
electronically on July 9, 1997.
Item 27. Number of Contract Owners
- ----------------------------------
As of June 30, 1997, there were 615,817 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account C.
<PAGE>
Item 28. Indemnification
- ------------------------
Reference is hereby made to Section 33-771(f) of the Connecticut General
Statutes ("C.G.S.") regarding indemnification of directors and Section 33-776(4)
regarding indemnification of officers, employees and agents of Connecticut
corporations. These statutes provide in general that Connecticut corporations
incorporated prior to January 1, 1997 shall indemnify their officers, directors,
employees and agents against "liability" (defined as the obligation to pay a
judgment, settlement, penalty, fine, excise tax in the case of an employee
benefit plan or reasonable expenses incurred with respect to a proceeding). In
the case of a proceeding by or in the right of the corporation, indemnification
is limited to reasonable expenses incurred in connection with the proceeding
against the corporation to which the individual was named a party. The
corporation's obligation to provide such indemnification does not apply unless
(1) the individual has met the standard of conduct set forth in Section 33-771;
and (2) a determination is made (by majority vote of a quorum of the board of
directors who were not parties to the proceeding, or if a quorum cannot be
obtained, by a committee of the board selected as described in Section
33-775(b)(2); by special legal counsel selected by the board of directors or
members thereof as described in Section 33-775(b)(3); by shareholders) that the
individual met the standard set forth in Section 33-771; 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. Also, unless limited by
its Certificate of Incorporation, a corporation must indemnify an individual who
was wholly successful on the merits or otherwise against reasonable expenses
incurred by him in connection with a proceeding to which he was a party because
of his relationship as director, officer, employee or agent of the corporation.
The statute does specifically authorize a corporation to procure indemnification
insurance on behalf of an individual who is or was a director, officer, employer
or agent of the corporation. Consistent with the statute, Aetna Inc. has
procured insurance from Lloyd's of London and several major United States excess
insurers for its directors and officers and the directors and officers of its
subsidiaries, including the Depositor.
Item 29. Principal Underwriter
- ------------------------------
(a) In addition to serving as the principal underwriter and depositor for
the Registrant, Aetna Life Insurance and Annuity Company (Aetna) also
acts as the investment adviser for Aetna Series Fund, Inc. and the
principal underwriter and investment adviser for Portfolio Partners,
Inc., Aetna Variable Encore Fund, Aetna Variable Fund, Aetna Generation
Portfolios, Inc., Aetna Income Shares, Aetna Investment Advisers Fund,
Inc., Aetna GET Fund, and Aetna Variable Portfolios, Inc. (all
management investment companies registered under the Investment Company
Act of 1940 (1940 Act)). Additionally, Aetna acts as the principal
underwriter and depositor for Variable Life Account B of Aetna,
Variable Annuity Account B of Aetna and Variable Annuity Account G of
Aetna (separate accounts of Aetna registered as unit investment trusts
under the 1940 Act). Aetna is also the principal underwriter for
Variable Annuity Account I of Aetna Insurance Company of America (AICA)
(a separate account of AICA registered as a unit investment trust under
the 1940 Act).
<PAGE>
(b) See Item 25 regarding the Depositor.
(c) Compensation as of December 31, 1996:
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Name of Net Underwriting Compensation on
Principal Discounts and Redemption or Brokerage
Underwriter Commissions Annuitization Commissions Compensation*
- ----------- ---------------- --------------- ----------- -------------
<S> <C> <C> <C> <C>
Aetna Life $1,325,661 $96,924,599
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 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
and
<PAGE>
Aetna Processing Office
18 Corporate Woods Blvd., Fourth Floor
P.O. Box 12894
Albany, New York 12212-2894
Item 31. Management Services
- ----------------------------
Not applicable
Item 32. Undertakings
- ---------------------
Registrant hereby undertakes:
(a) to file a post-effective amendment to this registration statement on
Form N-4 as frequently as is necessary to ensure that the audited
financial statements in the registration statement are never more than
sixteen months old for as long as payments under the variable annuity
contracts may be accepted;
(b) to include as part of any application to purchase a contract offered by
a prospectus which is part of this registration statement on Form N-4,
a space that an applicant can check to request a Statement of
Additional Information; and
(c) to deliver any Statement of Additional Information and any financial
statements required to be made available under this Form N-4 promptly
upon written or oral request.
(d) The Company hereby represents that it is relying upon and complies with
the provisions of Paragraphs (1) through (4) of the SEC Staff's
No-Action Letter dated November 22, 1988 with respect to language
concerning withdrawal restrictions applicable to plans established
pursuant to Section 403(b) of the Internal Revenue Code. See American
Counsel of Life Insurance; SEC No-Action Letter, [1989 Transfer Binder]
Fed. SEC. L. Rep. (CCH) [paragraph] 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.
<PAGE>
(f) Aetna Life Insurance and Annuity Company represents that the fees and
charges deducted under the contracts covered by this registration
statement, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed
by the insurance company.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, and the Investment Company Act
of 1940, the Registrant, Variable Annuity Account C of Aetna Life Insurance and
Annuity Company, certifies that it meets the requirements of Securities Act Rule
485(b) for effectiveness of this Post-Effective Amendment No. 9 to its
Registration Statement on Form N-4 (File No. 33-81216) and has duly caused this
Post-Effective Amendment No. 9 to its Registration Statement on Form N-4 (File
No. 33-81216) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartford, State of Connecticut, on the 21st day of
August, 1997.
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, this Post-Effective Amendment
No. 9 to the Registration Statement on Form N-4 (File No. 33-81216) has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Daniel P. Kearney* Director and President )
- ----------------------- principal executive officer) )
Daniel P. Kearney )
)
Timothy A. Holt* Director and Chief Financial Officer ) August
- ----------------------- ) 21, 1997
Timothy A. Holt )
)
Christopher J. Burns* Director )
- ----------------------- )
Christopher J. Burns )
)
J. Scott Fox* Director )
- ----------------------- )
J. Scott Fox )
)
John Y. Kim* Director )
- ----------------------- )
John Y. Kim
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Shaun P. Mathews* Director )
- ----------------------- )
Shaun P. Mathews )
)
Glen Salow* Director )
- ----------------------- )
Glen Salow )
)
Deborah Koltenuk* Vice President and Treasurer, Corporate Controll )
- ----------------------- )
Deborah Koltenuk )
By: /s/ Julie E. Rockmore
--------------------------------
*Julie E. Rockmore
Attorney-in-Fact
</TABLE>
<PAGE>
VARIABLE ANNUITY ACCOUNT C
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ----------- ------- ----
<S> <C> <C>
99-B.1 Resolution of the Board of Directors of Aetna Life Insurance and Annuity *
Company establishing Variable Annuity Account C
99-B.3.1 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-401-IB(X/M)) *
99-B.4.2 Form of Variable Annuity Contract (G-CDA-IB(XC/SM)) *
99-B.4.3 Endorsement (EGET-IC(R)) to Contracts G-401-IB(X/M) and G-CDA-IB(XC/SM) *
99-B.4.4 Endorsement (ESUNYSDO97) to Contracts G-CDA-IB(XC/SM) and G-401-IB(X/M) *
99-B.5 Form of Variable Annuity Contract Application (300-MOP-IB) *
99-B.6.1 Certificate of Incorporation and By-Laws of Depositor *
99-B.6.2 Amendment of Certificate of Incorporation of Depositor *
99-B.8.1 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.8.2 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
</TABLE>
*Incorporated by reference
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ----------- ------- ----
<S> <C> <C>
99-B.8.3 Third Amendment dated February 11, 1997 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 and January 1, 1996
99-B.8.4 Fourth Amendment dated February 28, 1997 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, January 1, 1996 and February 11, 1997
99-B.8.5 Fund Participation Agreement between Aetna Life Insurance and Annuity *
Company, Variable Insurance Products Fund and Fidelity Distributors
Corporation dated February 1, 1994 and amended on December 15, 1994,
February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996
99-B.8.6 Fund Participation Agreement between Aetna Life Insurance and Annuity *
Company, Variable Insurance Products Fund II and Fidelity Distributors
Corporation dated February 1, 1994 and amended on December 15, 1994,
February 1, 1995, May 1, 1995, January 1, 1996 and March 1,1996
99-B.8.7 Service Agreement between Aetna Life Insurance and Annuity Company and *
Fidelity Investments Institutional Operations Company dated as of November
1, 1995
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
</TABLE>
*Incorporated by reference
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ----------- ------- ----
<S> <C> <C>
99-B.8.10 Fund Participation Agreement between Aetna Life Insurance and Annuity *
Company, Lexington Emerging Markets Fund, Inc. and Lexington Management
Corporation dated April 28, 1994
99-B.9 Opinion and Consent of Counsel -----------
99-B.10 Consent of Independent Auditors -----------
99-B.13 Schedule for Computation of Performance Data *
99-B.15.1 Powers of Attorney *
99-B.15.2 Authorization for Signatures *
27 Financial Data Schedule -----------
*Incorporated by reference
</TABLE>
[Aetna Letterhead]
[Aetna Logo] 151 Farmington Avenue
Hartford, CT 06156
August 21, 1997 Julie E. Rockmore
Counsel
Law Division, RE4A
Investments & Financial Services
(860) 273-4686
Fax: (860) 273-8340
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Aetna Life Insurance and Annuity Company
and its Variable Annuity Account C
Post-Effective Amendment No. 9 to Registration
Statement on Form N-4
Prospectus Title: Group Flexible Premium Deferred Variable
Annuity Contracts for State University of New York (SUNY)
Defined Contribution Retirement Plan
File Nos.: 33-81216 and 811-2513
Dear Sir or Madam:
The undersigned serves as counsel to Aetna Life Insurance and Annuity Company, a
Connecticut life insurance company (the "Company"). It is my understanding that
the Company, as depositor, has registered an indefinite amount of securities
(the "Securities") under the Securities Act of 1933 (the "Securities Act") as
provided in Rule 24f-2 under the Investment Company Act of 1940 (the "Investment
Company Act").
In connection with this opinion, I have reviewed the N-4 Registration, as
amended to the date hereof, and this Post-Effective Amendment No. 9. I have also
examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, trust records and other instruments I have
deemed necessary or appropriate for the purpose of rendering this opinion. For
purposes of such examination, I have assumed the genuineness of all signatures
on original documents and the conformity to the original of all copies.
I am admitted to practice law in Connecticut, and do not purport to be an expert
on the laws of any other state. My opinion herein as to any other law is based
upon a limited inquiry thereof which I have deemed appropriate under the
circumstances.
<PAGE>
Based upon the foregoing, and, assuming the Securities are sold in accordance
with the provisions of the prospectus, I am of the opinion that the Securities
being registered will be legally issued and will represent binding obligations
of the Company.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Julie E. Rockmore
Julie E. Rockmore
Consent of Independent Auditors
The Board of Directors of Aetna Life Insurance and Annuity Company and
Contractholders of Aetna Variable Annuity Account C:
We consent to the use of our reports dated February 4, 1997 and February 14,
1997 incorporated herein by reference in registration statement (No. 33-81216)
on Form N-4.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
August 21, 1997
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000103007
<NAME> Variable Annuity Account C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 7,952,811,278
<INVESTMENTS-AT-VALUE> 8,565,202,363
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 8,565,202,363
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 8,565,202,363
<DIVIDEND-INCOME> 712,854,599
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 93,446,331
<NET-INVESTMENT-INCOME> 619,408,268
<REALIZED-GAINS-CURRENT> 513,568,522
<APPREC-INCREASE-CURRENT> 18,307,901
<NET-CHANGE-FROM-OPS> 1,151,284,691
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
