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File Number 2-53204
811-2558
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 41
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 32
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Separate Account VA-C of Allmerica Financial Life Insurance and Annuity Company
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(Exact Name of Trust)
Allmerica Financial Life Insurance and Annuity Company
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(Name of Depositor)
440 Lincoln Street
Worcester Massachusetts 01653
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(Complete address of depositor's principal executive offices)
(508) 855-1000
(Registrant's telephone number including area code)
Abigail M. Armstrong, Secretary and Counsel
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester MA 01653
(Name and complete address of agent for service)
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
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X on January 31, 1997 pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a) (1)
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on (date) pursuant to paragraph (a) (1)
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on (date) pursuant to paragraph (a) (2) of Rule 485
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VARIABLE ANNUITY POLICIES
Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940,
Registrant has registered an indefinite amount of its securities under the
Securities Act of 1933. The Rule 24f-2 Notice for the issuer's fiscal year
ended December 31, 1996 will be filed on or about February 28, 1997.
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Post-effective Amendment No. 41 under the Securities Act of 1933 is being filed
for the sole purpose of adding the "Reasonableness" Representation in this
Registration Statement under the Investment Company Act of 1940. The
undertaking is included as Part C, Item 32(e) on Form N-4. The Registrant
hereby incorporates by reference the Prospectus, Statement of Additional
Information, Part C and other pertinent information previously filed on April
26, 1996 in Post-effective Amendment No. 40 under the Securities Act of 1933
and Amendment No. 31 under the Investment Company Act of 1940.
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PART C. OTHER INFORMATION
Item 32. UNDERTAKINGS.
(e) The Company hereby represents that the aggregate fees and charges under
the Policies are reasonable in relation to the services rendered, expenses
expected to be incurred, and risks assumed by the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, Registrant certifies that it meets all of the requirements
for effectiveness of this Registration Statement pursuant to Rule 485(b) under
the Securities Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized, in the City of
Worcester, and Commonwealth of Massachusetts on the 15th day of January 1997.
Allmerica Financial Life Insurance and
Annuity Company
Separate Account VA-C
(Registrant)
By: /s/Abigail M. Armstrong
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Abigail M. Armstrong, Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/John F. O'Brien Director and Chairman of the Board
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John F. O'Brien
/s/Bruce C. Anderson Director
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Bruce C. Anderson
/s/John P. Kavanaugh Director
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John P. Kavanaugh
/s/John F. Kelly Director January 15, 1997
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John F. Kelly
/s/J. Barry May Director
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J. Barry May
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/s/James R. McAuliffe Director
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James R. McAuliffe
/s/Edward J. Parry, III Director, Vice President,
- ----------------------- Treasurer, and Chief Financial Officer
Edward J. Parry, III
/s/Richard M. Reilly Director, President and
- -------------------- Chief Executive Officer
Richard M. Reilly
/s/Larry C. Renfro Director
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Larry C. Renfro
/s/Eric A. Simonsen Director
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Eric A. Simonsen
/s/Phillip E. Soule Director
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Phillip E. Soule
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EXHIBIT TABLE
Exhibit 10-Consent of Independent Accountants
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 41 to the Registration Statement on Form N-4 of our report dated
February 5, 1996, relating to the financial statements of Allmerica Financial
Life Insurance and Annuity Company and our report dated February 23, 1996
relating to the financial statements of Separate Accounts VA-A, VA-B, VA-C,
VA-G, and VA-H of Allmerica Financial Life Insurance and Annuity Company, both
of which appear as attached to the Statement of Additional Information
constituting part of Post-Effective Amendment No. 40 to the Registration
Statement on Form N-4 filed on April 26, 1996. We also consent to the reference
to us under the heading "Experts" in such Statement of Additional Information.
/s/Price Waterhouse LLP
Price Waterhouse LLP
Boston, MA
January 22, 1997
