<PAGE>
As filed with the Securities and Exchange Registration No. 33-34370*
Commission on September 16, 1996 Registration No. 811-2512
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- --------------------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 24 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
and Amendment To
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
- --------------------------------------------------------------------------------
Variable Annuity Account B 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.
*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 a prospectus relating
to the following earlier Registration Statement: 33-87932.
<PAGE>
VARIABLE ANNUITY ACCOUNT B
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
LOCATION - PROSPECTUS
DATED MAY 1, 1996, AS
FORM N-4 SUPPLEMENTED ON
ITEM NO. PART A (PROSPECTUS) JUNE 21, 1996,
AND SEPTEMBER 16, 1996
<C> <S> <C>
1 Cover Page................................. Cover Page
2 Definitions................................ Definitions
3 Synopsis................................... Prospectus Summary; Fee
Table and as amended
4 Condensed Financial Information............ Condensed Financial
Information
5 General Description of Registrant, The Company; Variable
Depositor, and Portfolio Companies.......... Annuity Account B; 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
</TABLE>
<PAGE>
<TABLE>
<C> <S> <C>
14 Table of Contents of the Statement of Contents of the Statement of
Additional Information..................... Additional Information
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; 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. 24, respectively,
by reference to Post-Effective Amendment No. 22 to the Registration Statement
on Form N-4 (File No. 33-34370), as filed electronically on April 22, 1996
and by reference to a Supplement dated June 21, 1996 contained in
Post-Effective Amendment No. 23 to Registration Statement on Form N-4 (File
No. 33-34370), as filed electronically on June 21, 1996.
<PAGE>
VARIABLE ANNUITY ACCOUNT B
Aetna Life Insurance and Annuity Company
Supplement dated September 16, 1996 to the Prospectus dated May 1, 1996
Aetna Marathon Plus -- Group and Individual Deferred Variable Annuity Contracts
THE INFORMATION IN THIS SUPPLEMENT UPDATES AND AMENDS THE INFORMATION CONTAINED
IN THE PROSPECTUS DATED MAY 1, 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 and the MFS Value Series
are available as investment options under the variable annuity contract
described in the Prospectus.
The descriptions of the Aetna Variable Index Plus Portfolio and the MFS Value
Series are 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.
- MFS VALUE SERIES seeks capital appreciation. Dividend income, if any, is a
consideration incidental to the Series' objective of capital appreciation.
Massachusetts Financial Services Company is the investment adviser for MFS
Value Series.
Please refer to the respective Fund prospectuses for more comprehensive
information about the above-referenced investment options.
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 investment options. Please also refer to the table of Separate Account
Annual Expenses in the Fee Table in the Prospectus, which also applies to the
new investment options.
ANNUAL EXPENSES OF THE FUNDS
<TABLE>
<CAPTION>
TOTAL FUND
OTHER EXPENSES ANNUAL EXPENSES
INVESTMENT (AFTER EXPENSE (AFTER EXPENSE
ADVISORY FEES REIMBURSEMENT) REIMBURSEMENT)
------------- --------------- ---------------
<S> <C> <C> <C>
Aetna Variable Index Plus Portfolio 0.35% 0.15% 0.50%
MFS Value Series 0.75% 0.25%(1) 1.00%(1)
</TABLE>
(1) The Advisor has agreed to bear, subject to reimbursement, expenses for the
Value Series, such that the aggregate operating expenses shall not exceed,
on an annualized basis, 1.00% of its average daily net assets through
December 31, 1996, 1.25% of its average daily net assets from January 1,
1997 through December 31, 1998, and 1.50% of its average daily net assets
from January 1, 1999 through December 31, 2004; provided, however, that this
obligation may be terminated or revised at any time. Absent this expense
arrangement, "Other Expenses" and "Total Fund Annual Operating Expenses"
would be 1.00% and 1.75%, respectively, for the Value Series. The Value
Series has an expense offset arrangement which reduces its custodian fee
based upon the amount of cash maintained by the Series with its custodian
and dividend disbursing agent, and may enter into other such arrangements
and directed brokerage arrangements (which would also have the effect of
reducing the Series' expenses). Any such fee reductions are not reflected
under "Other Expenses."
FORM NO. X34370.2 September 1996
<PAGE>
HYPOTHETICAL ILLUSTRATION
THIS EXAMPLE IS PURELY HYPOTHETICAL. IT SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OR EXPECTED RETURN. ACTUAL EXPENSES
AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW.
The following Examples illustrate the expenses that would have been paid
assuming a $1,000 investment in the Contract and a 5% return on assets. For the
purposes of these Examples, the maximum maintenance fee of $30.00 that can be
deducted under the Contract has been converted to a percentage of assets equal
to 0.058%.
<TABLE>
<CAPTION>
EXAMPLE A EXAMPLE B
------------------------------------- -------------------------------------
IF YOU WITHDRAW THE ENTIRE ACCOUNT IF YOU DO NOT WITHDRAW THE ACCOUNT
VALUE AT THE END OF THE PERIODS VALUE, OR IF YOU ANNUITIZE AT THE END
SHOWN, YOU WOULD PAY THE FOLLOWING OF THE PERIODS SHOWN, YOU WOULD PAY
EXPENSES, INCLUDING ANY APPLICABLE THE FOLLOWING EXPENSES (NO DEFERRED
DEFERRED SALES CHARGE: SALES CHARGE IS REFLECTED): *
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aetna Variable Index Plus
Portfolio $92 $115 $141 $228 $20 $61 $106 $228
MFS Value Series $97 $130 $166 $279 $25 $77 $131 $279
</TABLE>
* This Example would not apply if a nonlifetime variable annuity option is
selected and a lump sum settlement is requested within three years after
annuity payments start since the lump sum payment will be treated as a
withdrawal during the Accumulation Period and will be subject to any deferred
sales charge that would then apply. (Refer to Example A.)
CONTRACTS OR CERTIFICATES ISSUED IN NEW YORK
The following Examples illustrate the expenses that would have been paid
assuming a $1,000 investment in the Contract and a 5% return on assets. For the
purposes of these Examples, the maximum maintenance fee of $30.00 that can be
deducted under the Contract has been converted to a percentage of assets equal
to 0.051%.
<TABLE>
<CAPTION>
EXAMPLE C EXAMPLE D
------------------------------------- -------------------------------------
IF YOU WITHDRAW THE ENTIRE ACCOUNT IF YOU DO NOT WITHDRAW THE ACCOUNT
VALUE AT THE END OF THE PERIODS VALUE, OR IF YOU ANNUITIZE AT THE END
SHOWN, YOU WOULD PAY THE FOLLOWING OF THE PERIODS SHOWN, YOU WOULD PAY
EXPENSES, INCLUDING ANY APPLICABLE THE FOLLOWING EXPENSES (NO DEFERRED
DEFERRED SALES CHARGE: SALES CHARGE IS REFLECTED): *
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aetna Variable Index Plus
Portfolio $82 $ 95 $122 $228 $20 $61 $105 $228
MFS Value Series $86 $110 $147 $279 $25 $76 $131 $279
</TABLE>
* This Example would not apply if a nonlifetime variable annuity option is
selected and a lump sum settlement is requested within three years after
annuity payments start since the lump sum payment will be treated as a
withdrawal during the Accumulation Period and will be subject to any deferred
sales charge that would then apply. (Refer to Example C.)
FORM NO. X34370.2 September 1996
<PAGE>
PERFORMANCE INFORMATION
Performance information for the Aetna Variable Index Plus Portfolio's investment
adviser with respect to its management of funds similar to the Index Plus
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.
THE FOLLOWING INFORMATION IS ADDED TO THE SECTION ENTITLED "PURCHASE PAYMENTS"
ON PAGE 6 OF THE PROSPECTUS:
The Company reserves the right to waive the minimum Purchase Payment
requirements under special circumstances, where the minimums may not be
appropriate. In that event, the Company will also waive the minimum account
balance requirement of $2500 for a period of two years from the date the
Account is opened with less than $2500 in Purchase Payments. After the two
year period, the Company may liquidate any Account that has been funded with
less than $2500 or has had withdrawals reducing the Account balance below
$2500. No deferred sales charge will be applied to an Account that is
liquidated by the Company.
FORM NO. X34370.2 September 1996
<PAGE>
VARIABLE ANNUITY ACCOUNT B
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 B:
- 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 B(1)
(2) Not applicable
(3.1) Form of Selling Agreement(2)
(3.2) Alternative Form of Wholesaling Agreement and Related Selling
Agreement(3)
(3.3) Form of Federated Broker Dealer Agreement (9/2/94)(4)
(4.1) Form of Variable Annuity Contracts and Certificates (G-CDA-IC(NQ),
G-CDA-IC(IR), I-CDA-IC(NQ/MP), I-CDA-IC(IR/MP), GMCC-IC(NQ) and
GMCC-IC(IR))(5)
(4.2) Form of Variable Annuity Contracts and Certificates (G-CDA-
IC(IR/NY), GMCC-IC(IR-NY), G-CDA-IC(NQ/NY) and GMCC-IC(NQ/NY))(6)
(5) Form of Variable Annuity Contract Application (300-MAR-IB and
710.6.13)(5)
(6) Certificate of Incorporation and By-Laws of Depositor(7)
(7) Not applicable
<PAGE>
(8.1) Fund Participation Agreement (Amended and Restated) between Aetna
Life Insurance and Annuity Company, Alger American Fund and Fred
Alger Management, Inc. dated as of March 31, 1995(3)
(8.2) Form of Fund Participation Agreement by and among Aetna Life
Insurance and Annuity Company, Insurance Management Series and
Federated Advisors (12/12/94)(8)
(8.3) Fund Participation Agreements between Aetna Life Insurance and
Annuity Company and Fidelity Distributors Corporation (Variable
Insurance Products Fund) dated February 1, 1994 and amended March
1, 1996(3)
(8.4) 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(3)
(8.5) Service Agreement between Aetna Life Insurance and Annuity Company
and Fidelity Investments Institutional Operations Company dated as
of November 1, 1995(9)
(8.6) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Janus Aspen Series dated April 19, 1994, and
amended March 1, 1996(3)
(8.7) 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(3)
(8.8) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company, Lexington Emerging Markets Fund, Inc. and
Lexington Management Corporation (its investment advisor) dated
April 28, 1994(2)
(8.9) Form of Fund Participation Agreement among MFS Variable Insurance
Trust, Aetna Life Insurance and Annuity Company and Massachusetts
Financial Services Company(2)
(8.10) First Amendment dated September 3, 1996 to Fund Participation
Agreement among MFS Variable Insurance Trust, Aetna Life Insurance
and Annuity Company and Massachusetts Financial Services Company
(8.11) 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(3)
(8.12) Form of Administrative Service Agreement between Aetna Life
Insurance and Annuity Company and Agency, Inc.(2)
(9) Opinion of Counsel(10)
(10.1) Consent of Independent Auditors
(10.2) Consent of Counsel
(11) Not applicable
(12) Not applicable
(13) Computation of Performance Data(11)
(14) Not applicable
(15.1) Powers of Attorney(12)
<PAGE>
(15.2) Authorization for Signatures(3)
(27) Financial Data Schedule(2)
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. 22 to
Registration Statement on Form N-4 (File No. 33-34370), as filed
electronically on April 22, 1996.
3. 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.
4. Incorporated by reference to Post-Effective Amendment No. 3 to
Registration Statement on Form N-4 (File No. 33-79122), as filed
electronically on August 16, 1995.
5. Incorporated by reference to Post-Effective Amendment No. 15 to
Registration Statement on Form N-4 (File No. 33-34370), as filed on April
19, 1994.
6. Incorporated by reference to Post-Effective Amendment No. 1 to
Registration Statement on Form N-4 (File No. 33-87932), as filed
electronically on September 18, 1995.
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 Pre-Effective Amendment No. 1 to
Registration Statement on Form N-4 (File No. 33-79122), as filed on
September 15, 1994.
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 Registrant's 24f-2 Notice for fiscal
year ended December 31, 1995, as filed electronically on February 29,
1996.
11. Incorporated by reference to Post-Effective Amendment No. 19 to
Registration Statement on Form N-4 (File No. 33-34370), as filed on April
28, 1995.
12. 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.
<PAGE>
Item 25.Directors and Officers of the Depositor
NAME AND PRINCIPAL
BUSINESS ADDRESS* POSITIONS AND OFFICES WITH DEPOSITOR
Daniel P. Kearney Director and President
Timothy A. Holt Director, Senior Vice President and Chief
Financial Officer
Christopher J. Burns Director and Senior Vice President
Laura R. Estes Director and Senior Vice President
Gail P. Johnson Director and Vice President
John Y. Kim Director and Senior Vice President
Shaun P. Mathews Director and Vice President
Glen Salow Director and Vice President
Creed R. Terry Director and Vice President
Deborah Koltenuk Vice President and Treasurer, Corporate
Controller
Zoe Baird Senior Vice President and General Counsel
Diane Horn Vice President and Chief Compliance Officer
Susan E. Schechter Corporate Secretary and Counsel
* The principal business address of all directors and officers listed is 151
Farmington Avenue, Hartford, Connecticut 06156.
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
Incorporated herein by reference to Item 26 of Pre-Effective Amendment No.
1 to the Registration Statement on Form N-4 (File No. 333-01107), as filed
electronically on August 2, 1996.
<PAGE>
ITEM 27. NUMBER OF CONTRACT OWNERS
As of June 30, 1996, there were 40,218 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account B.
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 C and G (separate accounts of ALIAC
registered as unit investment trusts), and Variable Annuity Account I
(a separate account of Aetna Insurance Company of America registered as
a unit investment trust). Additionally, ALIAC is the investment
adviser for Aetna Variable Fund, Aetna Income Shares, Aetna Variable
Encore Fund, Aetna
<PAGE>
Investment Advisers Fund, Inc., Aetna Generation Portfolios, Inc.,
Aetna Variable Portfolios, Inc., Aetna GET Fund, and Aetna Series Fund,
Inc. ALIAC is also the depositor of Variable Life Account B and
Variable Annuity Accounts B, C and G.
(b) See Item 25 regarding the Depositor.
(c) Compensation as of December 31, 1995:
(1) (2) (3) (4) (5)
NAME OF NET UNDERWRITING COMPENSATION
PRINCIPAL DISCOUNTS AND ON REDEMPTION BROKERAGE
UNDERWRITER COMMISSIONS OR ANNUITIZATION COMMISSIONS COMPENSATION*
Aetna Life $294,931 $11,944,532
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 B.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules under it relating to the
securities described in and issued under this Registration Statement are
located at the home office of the Depositor as follows:
Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
ITEM 31. MANAGEMENT SERVICES
Not applicable
ITEM 32. UNDERTAKINGS
Registrant hereby undertakes:
(a) to file a post-effective amendment to this registration statement
on Form N-4 as frequently as is necessary to ensure that the audited
financial statements in the registration statement are never more than
sixteen months old for as long as payments under the variable annuity
contracts may be accepted;
<PAGE>
(b) to include as part of any application to purchase a contract
offered by a prospectus which is part of this registration statement on
Form N-4, a space that an applicant can check to request a Statement of
Additional Information; and
(c) to deliver any Statement of Additional Information and any
financial statements required to be made available under this Form N-4
promptly upon written or oral request.
(d) The Company hereby represents that it is relying upon and will
comply 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) PARA 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>
SIGNATURES
As required by the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, the Registrant, Variable Annuity Account B 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. 24 to its Registration Statement on Form N-4 (File No. 33-34370) and has
duly caused this Post-Effective Amendment No. 24 to its Registration
Statement on Form N-4 (File No. 33-34370) 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 B 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. 24 to the Registration Statement on Form N-4 (File No.
33-34370) 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 )
- --------------------- )
Timothy A. Holt )
)
Christopher J. Burns* Director ) September
- --------------------- ) 13, 1996
Christopher J. Burns )
)
Laura R. Estes* Director )
- --------------------- )
Laura R. Estes )
)
Gail P. Johnson* Director )
- --------------------- )
Gail P. Johnson )
<PAGE>
John Y. Kim* Director )
- --------------------- )
John Y. Kim )
)
Shaun P. Mathews* Director )
- --------------------- )
Shaun P. Mathews )
)
Glen Salow* Director )
- --------------------- )
Glen Salow )
)
Creed R. Terry* Director )
- --------------------- )
Creed R. Terry )
)
Deborah Koltenuk* Vice President and Treasurer, )
- --------------------- Corporate Controller )
Deborah Koltenuk )
By: /s/ Julie E. Rockmore
------------------------------
Julie E. Rockmore
*Attorney-in-Fact
<PAGE>
VARIABLE ANNUITY ACCOUNT B
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT PAGE
<C> <S> <C>
99-B.1 Resolution of the Board of Directors of Aetna Life Insurance and *
Annuity Company establishing Variable Annuity Account B
99-B.3.1 Form of Selling Agreement *
99-B.3.2 Alternative Form of Wholesaling Agreement and Related Selling *
Agreement
99-B.3.3 Form of Federated Broker Dealer Agreement (9/2/94) *
99-B.4.1 Form of Variable Annuity Contracts and Certificates (G-CDA- *
IC(NQ),G-CDA-IC(IR), I-CDA-IC(NQ/MP), I-CDA-
IC(IR/MP), GMCC-IC(NQ) and GMCC-IC(IR))
99-B.4.2 Form of Variable Annuity Contracts and Certificates (G-CDA- *
IC(IR/NY), GMCC-IC(IR-NY), G-CDA-IC(NQ/NY) and
GMCC-IC(NQ/NY))
99-B.5 Form of Variable Annuity Contract Applications *
99-B.6 Certificate 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
99-B.8.2 Form of Fund Participation Agreement by and among Aetna Life *
Insurance and Annuity Company, Insurance Management Series
and Federated Advisors (12/12/94)
99-B.8.3 Fund Participation Agreements between Aetna Life Insurance *
and Annuity Company and Fidelity Distributors Corporation
(Variable Insurance Products Fund) dated February 1, 1994 and
amended March 1, 1996
</TABLE>
*Incorporated by reference
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT PAGE
<C> <S> <C>
99-B.8.4 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.8.5 Service Agreement between Aetna Life Insurance and Annuity *
Company and Fidelity Investments Institutional Operations
Company dated as of November 1, 1995
99-B.8.6 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.8.7 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
99-B.8.8 Fund Participation Agreement between Aetna Life Insurance and *
Annuity Company, Lexington Emerging Markets Fund, Inc. and
Lexington Management Corporation (its investment advisor)
dated April 28, 1994
99-B.8.9 Form of Fund Participation Agreement among MFS Variable *
Insurance Trust, Aetna Life Insurance and Annuity Company
and Massachusetts Financial Services Company
99-B.8.10 First Amendment dated September 3, 1996 to Fund Participation ____
Agreement among MFS Variable Insurance Trust, Aetna Life
Insurance and Annuity Company and Massachusetts Financial
Services Company
99-B.8.11 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.8.12 Form of Administrative Service Agreement between Aetna Life *
Insurance and Annuity Company and Agency, Inc.
99-B.9 Opinion of Counsel *
</TABLE>
* Incorporated by reference
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT PAGE
<C> <S> <C>
99-B.10.1 Consent of Independent Auditors ___
99-B.10.2 Consent of Counsel ___
99-B.13 Computation of Performance Data *
99-B15.1 Powers of Attorney *
99-B.15.2 Authorization for Signatures *
27 Financial Data Schedule *
</TABLE>
*Incorporated by reference
<PAGE>
FIRST AMENDMENT TO
PARTICIPATION AGREEMENT
THIS FIRST AMENDMENT TO THE PARTICIPATION AGREEMENT (the "First
Amendment") is made and entered into as of the 3rd day of September, 1996, by
and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the
"Trust"), AETNA LIFE INSURANCE AND ANNUITY COMPANY, a Connecticut corporation
(the "Company") on its own behalf and on behalf of each of the segregated
asset accounts of the Company set forth in Schedule A hereto (the "Accounts")
and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation ("MFS").
WITNESSETH
WHEREAS the Trust, the Company and MFS are parties to a Participation
Agreement dated April 30, 1996 (the "Original Agreement"); and
WHEREAS the Trust, the Company and MFS now desire to modify the Original
Agreement to add an additional portfolio of the Trust.
NOW THEREFORE, in consideration of the premises and the mutual covenants
and promises expressed herein, the parties agree as follows:
1. Schedule A of the Original Agreement is hereby deleted and replaced
with Schedule A, attached hereto, effective as of September 3, 1996;
2. the Original Agreement, as supplemented by this First Amendment, is
ratified and confirmed, and
3. this First Amendment may be executed in two or more counterparts,
which together shall constitute one instrument.
IN WITNESS WHEREOF, the parties have executed this First Amendment as of
the date first above written.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By its authorized officer,
By: /s/ Shaun Matthews
------------------------------
Title: Vice President
---------------------------
MFS VARIABLE INSURANCE TRUST, on behalf of the Portfolios
By its authorized officer and not individually,
By: /s/ A. Keith Brodkin
------------------------------
MASSACHUSETTS FINANCIAL SERVICES COMPANY by its authorized
officer,
By: /s/ Arnold D. Scott
------------------------------
<PAGE>
September 3, 1996
SCHEDULE A
ACCOUNTS, POLICIES AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT
NAME OF SEPARATE ACCOUNT
AND DATE ESTABLISHED BY POLICIES FUNDED BY PORTFOLIOS
BOARD OF DIRECTORS SEPARATE ACCOUNT APPLICABLE TO POLICIES
- -------------------------------------------------------------------------------
Variable Annuity Account B Variable Annuity WORLD GOVERNMENT SERIES
(Est. October 18, 1976) EMERGING GROWTH SERIES
TOTAL RETURN SERIES
RESEARCH SERIES
VALUE SERIES
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors of Aetna Life Insurance and Annuity Company
and Contract Owners of Aetna Variable Annuity Account B:
We consent to the use of our reports incorporated herein by reference.
Our report dated February 6, 1996 refers to a change in 1993 in the Company's
method of accounting for certain investments in debt and equity securities.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
September 13, 1996
<PAGE>
151 Farmington Avenue SUSAN E. BRYANT
Hartford, CT 06156 Counsel
Law and Regulatory Affairs, RE4C
(860) 273-7834
Fax: (860) 273-8340
September 13, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Variable Annuity Account B of Aetna Life Insurance and Annuity
Company
Post-Effective Amendment No. 24 to the Registration Statement on
Form N-4
FILE NOS. 33-34370* AND 811-2512
Gentlemen:
As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I
hereby consent to the use of my opinion dated February 28, 1996 (incorporated
herein by reference to the 24f-2 Notice for the fiscal year ended December
31, 1995 filed on behalf of Variable Annuity Account B of Aetna Life
Insurance and Annuity Company on February 29, 1996) as an exhibit to this
Post-Effective Amendment No. 24 to the Registration Statement on Form N-4
(File No. 33-34370) 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
______________________
* 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: 33-87932.
