-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CnMQwntOuz+033Dy41SgN60L/PmJ/0EX6/gWkSXVKNbhhUg8O9hTxnuLi5hBtmLl ov05o0BH6nSnZhXdPC8ctA== 0000912057-96-020288.txt : 19960916 0000912057-96-020288.hdr.sgml : 19960916 ACCESSION NUMBER: 0000912057-96-020288 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960913 EFFECTIVENESS DATE: 19960913 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO CENTRAL INDEX KEY: 0000103007 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-01107 FILM NUMBER: 96629982 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-02513 FILM NUMBER: 96629983 BUSINESS ADDRESS: STREET 1: 151 FARMINGTON AVE CITY: HARTFORD STATE: CT ZIP: 06156 BUSINESS PHONE: 2032734808 MAIL ADDRESS: STREET 1: C/O AETNA LIFE & CASUALTY STREET 2: 151 FARMINGTON AVE CITY: HARTFORD STATE: CT ZIP: 06156 FORMER COMPANY: FORMER CONFORMED NAME: VARIABLE ANNUITY ACCOUNT C OF AETNA VARIABLE ANNUITY LIFE IN DATE OF NAME CHANGE: 19791108 485BPOS 1 485BPOS 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. 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 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. 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. 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
INVESTMENT TOTAL FUND ADVISORY FEES OTHER EXPENSES ANNUAL EXPENSES ------------- --------------- --------------- AETNA VARIABLE INDEX PLUS PORTFOLIO 0.35% 0.15% 0.50%
FORM NO. X01107.1 SEPTEMBER 1996 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.
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 ------ ------- ------- -------- ------ ------- ------- -------- AETNA VARIABLE INDEX PLUS PORTFOLIO $73 $120 $159 $244 $21 $66 $113 $244
* 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 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) (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) (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. 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. 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 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:
(1) (2) (3) (4) (5) NAME OF NET UNDERWRITING COMPENSATION PRINCIPAL DISCOUNTS AND ON REDEMPTION BROKERAGE UNDERWRITER COMMISSIONS OR ANNUITIZATION COMMISSIONS COMPENSATION* ----------- ---------------- ---------------- ----------- ------------- Aetna Life $1,830,629 $74,341,006 Insurance and Annuity Company
* Compensation shown in column 5 includes deductions for mortality and expense risk guarantees and contract charges assessed to cover costs incurred in the sales and administration of the contracts issued under Variable Annuity Account C. ITEM 30. LOCATION OF ACCOUNTS AND RECORDS All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules under it relating to the securities described in and issued under this Registration Statement are located at the home office of the Depositor as follows: Aetna Life Insurance and Annuity Company 151 Farmington Avenue Hartford, Connecticut 06156 ITEM 31. MANAGEMENT SERVICES Not applicable ITEM 32. UNDERTAKINGS Registrant hereby undertakes: (a) to file a post-effective amendment to this registration statement on Form N-4 as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen months old for as long as payments under the variable annuity contracts may be accepted; (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. 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 ) 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 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 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 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 EX-10.2 2 EXHIBIT 10.2 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 EX-99.B-10-1 3 EXHIBIT 99-B.10.1 151 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 -----END PRIVACY-ENHANCED MESSAGE-----