As filed with the Securities and Exchange Registration No. 33-75988*
Commission on August 18, 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
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, RE4A, Hartford, Connecticut 06156
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.
*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:
33-75972; 33-76024; and 33-89858.
<PAGE>
VARIABLE ANNUITY ACCOUNT C
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
LOCATION - PROSPECTUS DATED MAY 1, 1997
FORM N-4 AND AS AMENDED BY SUPPLEMENT DATED
ITEM NO. PART A (PROSPECTUS) AUGUST 21, 1997
<S> <C> <C>
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, The Company; Variable Annuity Account C;
and Portfolio Companies ......................... 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 Contents of the Statement of Additional
Information ..................................... Information
<PAGE>
LOCATION - STATEMENT OF
FORM N-4 PART B ADDITIONAL INFORMATION
ITEM NO. (STATEMENT OF ADDITIONAL INFORMATION) DATED MAY 1, 1997
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. 9, respectively, by
reference to Post-Effective Amendment No. 8 to the Registration Statement on
Form N-4 (File No. 33-75988), as filed electronically on April 17, 1997.
<PAGE>
Supplement to Prospectus Dated May 1, 1997
Aetna Life Insurance and Annuity Company
Variable Annuity Account C
Individual Deferred Variable Annuity Contracts for
Individual Retirement Annuities (Section 408(b))
and Simplified Employee Pension Plans (Section 408(k))
The prospectus dated May 1, 1997 is amended as follows:
Cover:
The following Funds 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)
Alger American Growth Portfolio Portfolio Partners T.Rowe Price Growth Equity Portfolio
Janus Aspen Short-Term Bond Portfolio Aetna Variable Encore Fund (money market)
</TABLE>
SUBJECT TO COMPLETION OR AMENDMENT
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SUPPLEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.
The Date of this Supplement is August 21, 1997
Form No. X75988-97
<PAGE>
Fee Table - 3
The table under Annual Expenses of the Funds is amended by deleting the
Replaced Funds 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 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; 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 - 4 and 5
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 adding the following:
<TABLE>
<CAPTION>
EXAMPLE A EXAMPLE B
If you withdraw the entire Contract If you withdraw the entire Contract
Value at the end of the periods shown, Value at the end of the periods shown, you
you would pay the following expenses, would pay the following expenses,
including any applicable deferred sales including any applicable deferred sales
charge assessed under Schedule A shown charge assessed under Schedule B shown
on Fee Table - 1 of the Prospectus: on Fee Table - 2 of the Prospectus:
1 year 3 yrs 5 yrs 10 yrs 1 year 3 yrs 5 yrs 10 yrs
------- -------- ------- ------- ------- ------ -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Portfolio Partners Scudder $24 $74 $126 $269 $75 $128 $171 $269
International Growth Portfolio
Portfolio Partners MFS Emerging $22 $68 $117 $252 $74 $123 $163 $252
Equities Portfolio
Portfolio Partners MFS Research $22 $69 $118 $254 $74 $123 $164 $254
Growth Portfolio
Portfolio Partners T.Rowe Price $21 $66 $113 $244 $73 $120 $159 $244
Growth Equity Portfolio
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE C
If you withdraw the entire Contract EXAMPLE D
Value at the end of the periods shown, If you withdraw the entire Contract
you would pay the following expenses, Value, or if you annuitize during the
including any applicable deferred sales periods shown, you would pay the
charge assessed under Schedule C shown following expenses (no deferred sales
on Fee Table - 2 of the Prospectus: charge is reflected):
1 year 3 yrs 5 yrs 10 yrs 1 year 3 yrs 5 yrs 10 yrs
------- -------- -------- ------- ------- ------ --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Portfolio Partners Scudder $85 $117 $149 $269 $24 $74 $126 $269
International Growth Portfolio
Portfolio Partners MFS Emerging $84 $112 $140 $252 $22 $68 $117 $252
Equities Portfolio
Portfolio Partners MFS Research $84 $112 $141 $254 $22 $69 $118 $254
Growth Portfolio
Portfolio Partners T.Rowe Price $83 $110 $136 $244 $21 $66 $113 $244
Growth Equity Portfolio
</TABLE>
<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. 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 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 and MFS Research
Growth Portfolios; and T.Rowe Price Associates, Inc. serves as the subadviser
to the T.Rowe Price Growth Equity Portfolio.
Prospectus, page 8
The Section in the prospectus entitled Transfers is amended by adding the
following to the Subsection on the Dollar Cost Averaging Program:
Amounts being transferred into a Replaced Fund will automatically be
transferred into the Substitute Fund after the close of business of the New
York Stock Exchange on 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, your Dollar Cost Averaging
will automatically terminate after November 26, 1997. To continue with Dollar
Cost Averaging after that date, you must select Funds from the then-current
list of available Funds.
Form No. X75988-97
<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 Contracts (IRA-CDA-IC) and
(IP-CDA-IB)(3)
(4.2) Endorsements (EIRA-SDOIC-97 and EIRA-SDOIC-97(NY)) to Variable
Annuity Contract IRA-CDA-IC(4)
(4.3) Endorsement (EIP-SDOIB-97) to Variable Annuity Contract
IP-CDA-IB(4)
(5.1) Form of Variable Annuity Contract Application (304.00.1A)(5)
(5.2) Form of Variable Annuity Contract Application (703.00.1A)
(6.1) Certification of Incorporation and By-Laws of Aetna Life
Insurance and Annuity Company(6)
(6.2) Amendment of Certificate of Incorporation of Aetna Life
Insurance and Annuity Company(7)
(7) Not applicable
(8.1) 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(7)
(8.2) 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(7)
(8.3) Service Agreement between Aetna Life Insurance and Annuity
Company and Fidelity Investments Institutional Operations
Company dated as of November 1, 1995(8)
(8.4) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Janus Aspen Series dated April 19, 1994
and amended March 1, 1996(2)
(9) Opinion and Consent of Counsel
(10) Consent of Independent Auditors
(11) Not applicable
(12) Not applicable
(13) Schedule for Computation of Performance Data(9)
(14) Not applicable
(15.1) Powers of Attorney(10)
(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. 4 to Registration
Statement on Form N-4 (File No. 33-75988), as filed electronically on April
15, 1996.
4. Incorporated by reference to Post-Effective Amendment No. 8 to Registration
Statement on Form N-4 (File No. 33-75988), as filed electronically on April
17, 1997.
5. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 33-75988), as filed on February 27, 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. 12 to
Registration Statement on Form N-4 (File No. 33-75964), as filed
electronically on February 11, 1997.
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 Post-Effective Amendment No. 4 to Registration
Statement on Form N-4 (File No. 33-75964), as filed on April 28, 1995.
10. 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
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
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
* 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).
(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 Underwriter Discounts and Redemption or Brokerage
Commissions Annuitization Commissions Compensation*
<S> <C> <C> <C> <C>
Aetna Life Insurance $1,325,661 $96,924,599
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;
(b) to include as part of any application to purchase a contract offered by
a prospectus which is part of this registration statement on Form N-4,
a space that an applicant can check to request a Statement of
Additional Information; and
(c) to deliver any Statement of Additional Information and any financial
statements required to be made available under this Form N-4 promptly
upon written or oral request.
(d) Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
(e) 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. 33-75988) and has caused this
Post-Effective Amendment No. 9 to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hartford,
State of Connecticut, on the 18th 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. 33-75988) 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, Senior Vice President and ) August
- ---------------------- Chief Financial Officer )
Timothy A. Holt ) 18, 1997
)
Christopher J. Burns* Director )
- ---------------------- )
Christopher J. Burns )
)
J. Scott Fox* Director )
- ---------------------- )
J. Scott Fox )
)
John Y. Kim* Director )
- ---------------------- )
John Y. Kim )
<PAGE>
Shaun P. Mathews* Director )
- ---------------------- )
Shaun P. Mathews )
)
Glen Salow* Director )
- ---------------------- )
Glen Salow )
)
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 Contracts (IRA-CDA-IC) and *
(IP-CDA-IB)
99-B.4.2 Endorsements (EIRA-SDOIC-97 and EIRA-SDOIC-97(NY)) to *
Variable Annuity Contract IRA-CDA-IC
99-B.4.3 Endorsement (EIP-SDOIB-97) to Variable Annuity Contract *
IP-CDA-IB
99-B.5.1 Form of Variable Annuity Contract Application (304.00.1A) *
99-B.5.2 Form of Variable Annuity Contract Application (703.00.1A) ____
99-B.6.1 Certification 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, 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.8.2 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
*Incorporated by reference
<PAGE>
Exhibit No. Exhibit Page
99-B.8.3 Service Agreement between Aetna Life Insurance and *
Annuity Company and Fidelity Investments Institutional
Operations Company dated as of November 1, 1995
99-B.8.4 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.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
Individual Application Aetna Life Insurance and Annuity Company
for Annuity Contract IRA Customer Service
151 Farmington Avenue
Hartford, Connecticut 06156-1258
This application is for Aetna Internal Rollover IRA and Simplified Employee
Pension (SEP) Contracts only.
Customer Information
<TABLE>
<S> <C>
- -------------------------------------------------------------------------------- -------------------------------------------------
1. Name of Applicant (Last, First, Initial) Social Security Number
- -------------------------------------------------------------------------------- ------------------------------------------------
Street Address Home Phone Number Work Phone Number
- -------------------------------------------------------------------------------- ---------------------------- --------------------
City State ZIP Code
- -------------------------------------------------------------------------------- ---------------------------- --------------------
2. | | Male | | Female 3. | | Married | | Single 4. Number of Dependents
- -------------------------------------------------------- --------------------------------- ----------------------------------------
5. Birthdate 6. Planned Retirement Age 7. Occupation
- -------------------------------------------------------- --------------------------------- ----------------------------------------
8. Employer Name and Address 9. If you are associated with an NASD*
member, please list the affiliation
* National Association of Security
Dealers, Inc.
- ------------------------------------------------------------------------------------------ ----------------------------------------
10. What are your Investment Objectives?
| | Tax Deferral | | Safety of Principal | | Long Term Capital Growth | | Income | | Other __________
11. Amount of Life Insurance | | None | | $1 - 100,000 | | More than $100,000
12. Amount of Savings | | None | | $1 - 5,000 | | $5,001 - 10,000 | | More than $10,000
13. Annual Income
| | $1 - 10,000 | | $10,001 - 25,000 | | $25,001 - 40,000 | | $40,001 - 50,000 | | More than $50,000
Account Information
- -----------------------------------------------------------------------------------------------------------------------------------
14. Type of plan and section of Internal Revenue Code under which the plan will qualify:
| | IRA 408(b) | | SEP 408(k): Name of plan ___________________________________________________________________
- -----------------------------------------------------------------------------------------------------------------------------------
15. Will this change or replace any existing life insurance or annuity contract? | | No | | Yes
(Include replacement notice if applicable)
If yes, please provide carrier name, account number and date to be cancelled:
- -----------------------------------------------------------------------------------------------------------------------------------
16. Complete this section for IRA Rollover. (The contract is subject to a minimum rollover amount.Please refer to the prospectus.)
Payout will be: | | Deferred | | Immediate Rollover Amount: $_________________
If applying for a Single Premium Immediate Annuity Contract, please also complete the Aetna Settlement Election Form
- -----------------------------------------------------------------------------------------------------------------------------------
17. Complete this section for Installment Payment. (The contract is subject to a minimum installment amount. Please refer to the
prospectus.)
Payment Frequency: | | Annual | | Semi-annual | | Quarterly | | Monthly | | Automatic Bank Check Plan (Attach
forms)
Installment Payment Amount $____________ The initial payment is for the tax year ending December 31, _____
Investment Options
- -----------------------------------------------------------------------------------------------------------------------------------
18. Enter the percentage of payment to be allocated to each investment option. Total must be 100%. Use only whole percentages on
up to 10 investment option choices. (*Please refer to the prospectus for Guaranteed Account options available)
Aetna Income Shares (Bond) ____% Alger American Fund (Small Capitalization Portfolio)
------------------------------------------------------- -----------------------------------------------------------
Aetna Fixed Account (Credited Interest) ____% Fidelity Investments VIP Fund (Growth Portfolio)
------------------------------------------------------- -----------------------------------------------------------
Aetna GET Fund Series (GET) ____% Fidelity Investments VIP Fund (Equity-Income Portfolio)
------------------------------------------------------- -----------------------------------------------------------
Aetna Variable Fund (Growth & Income) ____% Fidelity Investments VIP Fund (Overseas Portfolio)
------------------------------------------------------- -----------------------------------------------------------
Aetna Guaranteed Short Term Account* ____% Scudder VL Investment Fund (International Portfolio)
------------------------------------------------------- -----------------------------------------------------------
Aetna Guaranteed Long Term Account* ____% TCI Portfolios, Inc., TCI Growth (Growth)
------------------------------------------------------- -----------------------------------------------------------
Aetna Investment Advisers Fund, Inc. (Managed) ____% Other
------------------------------------------------------- -----------------------------------------------------------
Aetna Variable Encore Fund (Money Market) ____% Other
------------------------------------------------------- -----------------------------------------------------------
TOTAL
</TABLE>
703.00.1A
<PAGE>
<TABLE>
<S> <C>
Beneficiary Information
- -----------------------------------------------------------------------------------------------------------------------------------
19. Primary:
Name and Relationship ________________________ Social Security Number ____________________________ Birthdate ______________
________________________ ____________________________ ______________
Contingent:
Name and Relationship ________________________ Social Security Number ____________________________ Birthdate ______________
________________________ ____________________________ ______________
Explanation of Variable Annuity Contract
- -----------------------------------------------------------------------------------------------------------------------------------
20. Before entering into this agreement, please read the following carefully. (Complete details are in the prospectus.)
1. This variable annuity contract is intended as a long-term retirement plan.
2. Variable benefits cannot be predicted or guaranteed as to a dollar amount.
3. A daily deduction is made from the variable portion of the contract values. This charge is for investment management
expenses and the contract guarantees.
4. A maintenance fee may be deducted from the value of the contract each year.
5. If any part of this contract is surrendered, there may be deferred sales charges deducted from the surrendered amount.
6. Once annuity payments begin, they can only be stopped if provided by your contract.
Signature Information (The contract effective date will be the date of applicant's signature.)
- -----------------------------------------------------------------------------------------------------------------------------------
21. Special Requests
22. Please read the information below and sign in the space provided.
I have received the following prospectuses dated ________________________
1. PFS 703.00.1 | | Please send me a Statement of Additional Information for this prospectus.
2. Current Prospectuses for all of the available funds under this contract.
I understand that annuity payments and termination values (if any) provided
by this contract, when based on the investment experience of a separate
account, are variable and not guaranteed as to a fixed dollar amount.
However, fixed and/or general account funds will not vary and are
guaranteed as to a fixed dollar amount. I understand that when I make
future changes to my investment accounts, I have full responsibility for
determining that these changes are consistent with my existing investment
objectives.
Dated at _______________________________ this ________________ day of _______________________ 19_____________
City and State
_____________________________ _____________________________
Witness Applicant (Contract Holder)
Producer Information
- -----------------------------------------------------------------------------------------------------------------------------------
Name _______________________________ ALIAC Office and Producer Codes _______________ Percentage of Participation______________
_______________________________ _______________ ______________
Do you have any reason to believe any existing life insurance or annuity contracts will be modified or replaced if this contract is
issued?: | | Yes | | No Social Security Number _______________________________________
By your signature below, you certify that you have reviewed the details of the
client's retirement program and believe the contract applied for is suitable for
that program.
________________________________________ ____________________________________________
License No. (Florida only) Signature of Agent
Home Office Use Only
- -----------------------------------------------------------------------------------------------------------------------------------
Corrections and Amendments: Errors and omissions may be corrected by the Company. Written consent of the application required for
the following: Change in plan, age at issue, birthdate, classification, amount, extra benefits and allocation entered or omitted.
(N/A in West Virginia)
</TABLE>
[Aetna letterhead]
[Aetna logo] 151 Farmington Avenue
Hartford, CT 01656
August 18, 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: Individual Deferred Variable Annuity Contracts for use
with Individual Retirement Annuities (IRAs) and Simplified Employee Pension
(SEP) Plans under Section 408
File Nos. 33-75988* 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 Statement,
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.
- --------
* 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: 33-75972; 33-76024; and 33-89858.
<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 the registration statement (No.
33-75988) on Form N-4.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
August 18, 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>
