As filed with the Securities and Exchange Registration No. 33-75998
Commission on August 21, 1997 Registration No. 811-2512
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- --------------------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 7 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
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:
X immediately upon filing pursuant to paragraph (b) of Rule 485
----
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
registered an indefinite number of securities under the Securities Act of 1933.
Registrant filed a Rule 24f-2 Notice for the fiscal year ended December 31, 1996
on February 28, 1997.
<PAGE>
VARIABLE ANNUITY ACCOUNT B
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
LOCATION - PROSPECTUS
DATED MAY 1, 1997 AND AS
FORM N-4 AMENDED BY SUPPLEMENT
ITEM NO. PART A (PROSPECTUS) DATED AUGUST 21, 1997
<S> <C> <C>
1 Cover Page.................................... Cover Page, and as amended
2 Definitions................................... Definitions
3 Synopsis...................................... Prospectus Summary; Fee Table, and as
amended
4 Condensed Financial Information............... Condensed Financial Information
5 General Description of Registrant,
Depositor, and Portfolio Companies............ The Company; Variable Annuity Account B;
The Funds, and as amended
6 Deductions.................................... 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 Contents of the Statement of Additional
Additional Information........................ Information
<PAGE>
LOCATION - STATEMENT
OF ADDITIONAL
FORM N-4 INFORMATION DATED
ITEM NO. PART B (STATEMENT OF ADDITIONAL INFORMATION) 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 No. 7, respectively, by reference to
Post-Effective Amendment No. 6 to the Registration Statement on Form N-4 (File
No. 33-75998), as filed electronically on April 15, 1997.
<PAGE>
Supplement to Prospectus Dated May 1, 1997
Aetna Life Insurance and Annuity Company
Variable Annuity Account B
Individual Nonqualified Variable Annuity Contracts
The prospectus dated May 1, 1997 is amended as follows:
Cover:
The following Funds, to the extent they are listed in your prospectus, will be
replaced with the designated Substitute Funds after the close of business of the
New York Stock Exchange on November 26, 1997:
<TABLE>
<CAPTION>
Replaced Fund Substitute Fund
<S> <C>
Scudder Variable Life Investment Fund-- Portfolio Partners Scudder International Growth Portfolio
International Portfolio Class A Shares
Alger American Small Capitalization Portfolio Portfolio Partners MFS Emerging Equities Portfolio
American Century VP Capital Appreciation Portfolio Partners MFS Research Growth Portfolio
(Formerly TCI Growth)
Neuberger & Berman AMT Growth Portfolio Portfolio Partners MFS Value Equity Portfolio
Alger American Growth Portfolio Portfolio Partners T. Rowe Price Growth Equity Portfolio
Janus Aspen Short-Term Bond Portfolio Aetna Variable Encore Fund (money market)
Franklin Government Securities Trust Aetna Income Shares (bond)
</TABLE>
The following Fund, if previously available in your prospectus, will be removed
from the list of Funds as of the close of business of the New York Stock
Exchange on November 26, 1997, since it will be closed to new investments after
that date (except reinvested dividends and capital gains earned on amounts
already invested in the Fund through the Separate Account).
Closed
Lexington Natural Resources Trust
The Date of this Supplement is August 21, 1997
X75998-97
<PAGE>
Fee Table--2
The table under Annual Expenses of the Funds is amended by deleting the Replaced
Funds and the Closed Fund after November 26, 1997 and adding the following
Substitute Funds:
<TABLE>
<CAPTION>
Investment
Advisory Fees Other Expenses
(after expense (after expense Total Annual
reimbursement) reimbursement) Fund Expenses
<S> <C> <C> <C>
Portfolio Partners Scudder International Growth Portfolio .80% .20% 1.00%(1)
Portfolio Partners MFS Emerging Equities Portfolio .70%(2) .13% .83%(1)
Portfolio Partners MFS Research Growth Portfolio .70%(2) .15% .85%(1)
Portfolio Partners MFS Value Equity Portfolio .65% .25% .90%(1)
Portfolio Partners T. Rowe Price Growth Equity Portfolio .60% .15% .75%(1)
</TABLE>
(1) The Company has agreed to reimburse the Fund for expenses and/or waive its
fees so that the aggregate expenses will not exceed this amount through
April 30, 1999. Without such reimbursements or waivers, Total Annual Fund
Expenses are estimated to be as follows: 1.00% for the Scudder International
Growth Portfolio; .87% for the MFS Emerging Equities Portfolio; .92% for the
MFS Research Growth Portfolio; .90% for the MFS Value Equity Portfolio; and
.79% for the T. Rowe Price Growth Equity Portfolio.
(2) The advisory fee is .70% of the first $500 million in assets and .65% on the
excess.
Fee Table--3 The Hypothetical Illustrations (Example) in the Fee Table are
amended by deleting all information with respect to the Replaced Funds and the
Closed Fund for periods after November 26, 1997, and adding the following:
<TABLE>
<CAPTION>
EXAMPLE A EXAMPLE B
If you withdraw the entire Account Value at If you do not withdraw the entire Account
the end of the periods shown, you would pay Value, or if you annuitize at the end of the
the following expenses, including any periods shown, you would pay the following
applicable deferred sales charge: expenses (no deferred sales charge is reflected):
1 year 3 years 5 years 10 years 1 year 3 years 5 year 10 years
------ ------- ------- -------- ------ ------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Portfolio Partners Scudder
International Growth Portfolio $78 $136 $197 $298 $27 $82 $140 $298
Portfolio Partners MFS Emerging
Equities Portfolio $76 $131 $189 $281 $25 $77 $132 $281
Portfolio Partners MFS Research
Growth Portfolio $77 $132 $189 $283 $25 $78 $133 $283
Portfolio Partners MFS Value
Equity Portfolio $77 $133 $192 $288 $26 $79 $135 $288
Portfolio Partners T. Rowe Price
Growth Equity Portfolio $76 $129 $185 $273 $24 $75 $128 $273
</TABLE>
The Examples above assume that a mortality and expense risk charge of 1.25% on
an annual basis, an administrative expense charge of 0.25% on an annual basis
and an annual maintenance fee of $30 are assessed. Example A assumes that a
deferred sales charge of 5% of the Account Value at the end of years 1, 3 and 5,
and 0% at the end of year 10, is assessed. (Charges under your particular
Contract may be lower. Please refer to Fee Table--1 of your Prospectus.)
<PAGE>
Prospectus, Page 1
In the Section Investment Options, the Substitute Funds will take the place of
the Replaced Funds after the close of business of the New York Stock
Exchange on November 26, 1997. Any amounts allocated to the Replaced Funds
will automatically be allocated to the Substitute Funds after that date.
Information about the Closed Fund will be deleted after November 26, 1997,
since it will not be eligible for the deposit of any new payments or
transfers from other Funds. The following will be added:
Portfolio Partners Scudder International Growth Portfolio seeks long-term growth
of capital primarily through a diversified portfolio of marketable foreign
equity securities.
Portfolio Partners MFS Emerging Equities Portfolio seeks long-term growth of
capital by investing primarily in common stocks issued by companies that its
subadviser believes are early in their life cycle but which have the potential
to become major enterprises (emerging growth companies).
Portfolio Partners MFS Research Growth Portfolio seeks long-term growth of
capital and future income by investing primarily in common stocks or securities
convertible into common stocks issued by companies that the subadviser believes
to possess better-than-average prospects for long-term growth, and, to a lesser
extent, in income-producing securities including bonds and preferred stock.
Portfolio Partners MFS Value Equity Portfolio seeks capital appreciation by
investing primarily in common stocks.
Portfolio Partners T. Rowe Price Growth Equity Portfolio seeks long-term growth
of capital and, secondarily, seeks to increase dividend income by investing
primarily in common stocks issued by a diversified group of well-established
growth companies.
Aetna Life Insurance and Annuity Company serves as the investment adviser to
each Portfolio. Scudder, Stevens & Clark, Inc. serves as the subadviser to the
Scudder International Growth Portfolio; Massachusetts Financial Services
Company serves as the subadviser to the MFS Emerging Equities, MFS Research
Growth and MFS Value Equity Portfolios; and T. Rowe Price Associates, Inc.
serves as the subadviser to the T. Rowe Price Growth Equity Portfolio.
Prospectus--"Transfer" Section
The Section in the prospectus discussing Transfers, is amended by adding the
following to the Subsections on Dollar Cost Averaging (if available):
Amounts being transferred into a Replaced Fund will automatically be transferred
into the Substitute Fund after November 26, 1997, unless you have been dollar
cost averaging between the Aetna Variable Encore Fund and the Janus Aspen
Short-Term Bond Portfolio (in either direction). In that event, or if amounts
are to be transferred into a Closed Fund, your Dollar Cost Averaging will
automatically terminate after November 26, 1997. To continue with Dollar Cost
Averaging after that date, you must select Funds from the then-current list of
available Funds.
X75998-97
<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:
- 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 B(1)
(2) Not applicable
(3.1) Form of Broker-Dealer Agreement(2)
(3.2) Alternative Form of Wholesaling Agreement and Related Selling
Agreement(2)
(4.1) Form of Variable Annuity Contract (IA-CDA-IA)(3)
(4.2) Form of Variable Annuity Contract (I-CDA-HD)(4)
(5) Form of Variable Annuity Contract Application (713.00.1(C))
(6.1) Certification of Incorporation and By-Laws of Aetna Life
Insurance and Annuity Company(5)
(6.2) Amendment of Certificate of Incorporation of Aetna Life
Insurance and Annuity Company(4)
(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(4)
<PAGE>
(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(4)
(8.3) Service Agreement between Aetna Life Insurance and Annuity
Company and Fidelity Investments Institutional Operations
Company dated as of November 1, 1995(6)
(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)
(8.5) 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)
(9) Opinion and Consent of Counsel
(10) Consent of Independent Auditors
(11) Not applicable
(12) Not applicable
(13) Schedule for Computation of Performance Data(7)
(14) Financial Data Schedule
(15.1) Powers of Attorney(8)
(15.2) Authorizations 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. 14 to
Registration Statement on Form N-4 (File No. 33-75964), as filed
electronically on July 29, 1997.
4. 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.
5. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 33-60477), as filed electronically on
April 15, 1996.
6. 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.
7. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-4 (File No. 33-75964), as filed on April 28, 1995.
8. 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 53,749 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account B.
<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 C of Aetna and Variable Annuity Account G of
Aetna (separate accounts of Aetna registered as unit investment trusts
under the 1940 Act). Aetna is also the principal underwriter for
Variable Annuity Account I of Aetna Insurance Company of America (AICA)
(a separate account of AICA registered as a unit investment trust under
the 1940 Act).
<PAGE>
(b) See Item 25 regarding the Depositor.
(c) Compensation as of December 31, 1996:
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Name of Net Underwriting Compensation on
Principal Discounts and Redemption or Brokerage
Underwriter Commissions Annuitization Commissions Compensation*
- ----------- ---------------- ---------------- ----------- -------------
<S> <C> <C> <C> <C>
Aetna Life Insurance $288,029 $17,661,810
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 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;
(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
<PAGE>
(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 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. 7 to its
Registration Statement on Form N-4 (File No. 33-75998) and has caused this
Post-Effective Amendment No 7 to its Registration Statement on Form N-4 (File
No. 33-75998) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartford, State of Connecticut, on the 21st day of
August, 1997.
VARIABLE ANNUITY ACCOUNT 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, this Post-Effective Amendment
No. 7 to the Registration Statement on Form N-4 (File No. 33-75998) has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Daniel P. Kearney* Director and President )
- -------------------------- (principal executive officer) )
Daniel P. Kearney )
)
Timothy A. Holt* Director, Senior Vice President and ) August
- -------------------------- Chief Financial Officer ) 21, 1997
Timothy A. Holt )
)
Christopher J. Burns* Director )
- -------------------------- )
Christopher J. Burns )
)
J. Scott Fox* Director )
- -------------------------- )
J. Scott Fox )
)
John Y. Kim* Director )
- -------------------------- )
John Y. Kim )
<PAGE>
Shaun P. Mathews* Director )
- -------------------------- )
Shaun P. Mathews )
)
Glen Salow* Director )
- -------------------------- )
Glen Salow )
)
Deborah Koltenuk* Vice President and Treasurer, Corporate Controller )
- -------------------------- )
Deborah Koltenuk )
</TABLE>
By:/s/ Julie E. Rockmore
----------------------
Julie E. Rockmore
*Attorney-in-Fact
<PAGE>
VARIABLE ANNUITY ACCOUNT B
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ---------- ------- ----
<S> <C> <C>
99-B.1 Resolution of the Board of Directors of Aetna Life Insurance and *
Annuity Company establishing Variable Annuity Account B
99-B.3.1 Form of Broker-Dealer Agreement *
99-B.3.2 Alternative Form of Wholesaling Agreement and Related Selling *
Agreement
99-B.4.1 Form of Variable Annuity Contract (IA-CDA-IA) *
99-B.4.2 Form of Variable Annuity Contract (I-CDA-HD) *
99-B.5 Form of Variable Annuity Contract Application (713.00.1(C))
-----------
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
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
</TABLE>
*Incorporated by reference
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ----------- ------- ----
<S> <C> <C>
99-B.8.5 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.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 Authorizations for Signatures *
27 Financial Data Schedule
-----------
</TABLE>
*Incorporated by reference
<TABLE>
<CAPTION>
Individual Application Aetna Life Insurance and Annuity Company
For Nonqualified Annuity Contract 151 Farmington Avenue
Hartford, CT 06156-8383
800-525-4225
<S> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Contract Name (Last, First, Middle Initial) Social Security Number
Holder/Annuitant
Information ------------------------------------------------------------------------------------------------------
Address (Street, City, State, ZIP Code)
------------------------------------------------------------------------------------------------------
Date of Birth Marital Status [ ] Male Telephone Number [ ] Home or [ ]
[ ] M [ ] S [ ] Female Work
------------------------------------------------------------------------------------------------------
Occupation Planned Retirement Annual Income U.S. Citizen [ ] Yes [ ] No
Age If no, please specify:
------------------------------------------------------------------------------------------------------
Employer Name and Address
------------------------------------------------------------------------------------------------------
Are you associated with a NASD Member: [ ] No [ ] Yes (please specify.)
- -----------------------------------------------------------------------------------------------------------------------------------
Account Information Payout will be: [ ] Deferred If applying for a Single Premium Immediate Annuity Contract,
[ ] Immediate also complete the Aetna Settlement Election Form.
- -----------------------------------------------------------------------------------------------------------------------------------
Payment Information Single Payment Amount Installment Payment Amount $__________ Effective __________
Frequency: [ ] Monthly [ ] Quarterly [ ] Semiannual [ ] Annual
------------------------------------------------------------------------------------------------------
Will this contract change or replace any existing life insurance or annuity contracts? [ ] No [ ] Yes
[bullet] If yes, please provide the replacement form(s) with this application.
[bullet] If contract is being funded through a 1035 Exchange, please provide the following information:
------------------------------------------------------------------------------------------------------
Name of Company Contract Number
- -----------------------------------------------------------------------------------------------------------------------------------
Special Requests
------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Investment Options ____% Aetna Variable Fund (Growth & Income) ____% Scudder Variable Life Investment Fund
____% Aetna Fixed Account (International)
Investment allocations ____% Aetna Variable Encore Fund (Money Market) ____% Lexington Natural Resources Trust
are in whole percentages ____% Aetna Income Shares (Bond) ____% TCI Growth (Capital Growth)
and must total 100%. ____% Aetna Investment Advisers Fund, Inc. ____% Other ______________________
(Managed) ____% Other ______________________
____% Neuberger & Berman Advisers Management ____% Other ______________________
Trust (Growth) ____% Other ______________________
____% Calvert Socially Responsible Series ____% Other ______________________
100 % Total
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] Check box if you would like Dollar Cost Averaging (DCA). Submit a DCA form with your application.
- -----------------------------------------------------------------------------------------------------------------------------------
Beneficiary Primary Relationship Social Security Number
Designation
------------------------------------------------------------------------------------------------------
Check box to indicate [ ] Primary or [ ] Contingent Relationship Social Security Number
type of beneficiary.
------------------------------------------------------------------------------------------------------
For additional Unless otherwise requested, payment will be made in equal shares to the primary beneficiary(s) who
beneficiaries, attach survive the Contract Holder. If none survives, payment will be made in equal shares to the contingent
separate sheet. beneficiary(s) who survive the Contract Holder. If no beneficiary survives the Contract Holder,
payment will be made to the Contract Holder's estate. If a class of beneficiaries is designated (e.g.,
"children of Contract Holder"), payment will be made in equal shares to each person of that class
living at the time of death of the Contract Holder, whether or not he/she has been specifically named
in the beneficiary designation.
713.00.1(c)
<PAGE>
- -----------------------------------------------------------------------------------------------------------------------------------
Variable Annuity Before entering into this Contract, please read the following information carefully:
Contract Explanation
1. This variable annuity Contract is intended to be used for long term accumulation for retirement.
2. Variable benefits cannot be predicted or guaranteed as to dollar amount.
See the prospectus for 3. A periodic deduction is made from the variable portion of Contract values for investment management
complete details. expenses and the mortality and expense risk charges.
4. A maintenance fee will be deducted from the value of an installment Contract each year.
5. If any part of this Contract is surrendered, there may be a deferred sales charge.
6. Once annuity payments begin, they can be stopped only if provided for in the Contract.
7. If this is a gift to a minor under a Uniform Gifts to Minors Act, refer to the prospectus for more
information.
- -----------------------------------------------------------------------------------------------------------------------------------
Signature I represent that this information is correct and complete and that, under penalties of perjury, the
number shown on this form is my correct Social Security Number.
I understand that any payments and termination values provided by the Contract, when based on
investment experience of a Separate Account, are variable and are 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 have received the prospectus dated ___________________ and all current prospectuses pertaining to all
of the investment options under the contract.
[ ] I wish to receive a Statement of Additional Information for Prospectus 713.00.1.
[ ] I consent to allow Aetna to hold my application and Purchase Payment, if any, if my application
can not be accepted within five business days after receipt at the Home Office.
The following individual(s)/organization(s) will receive compensation from the purchase.
------------------------------- -------------------------------
------------------------------- -------------------------------
------------------------------------------------------------------------------------------------------
Signed and dated City and State Date
------------------------------------------------------------------------------------------------------
Signature of Contract Holder
------------------------------------------------------------------------------------------------------
Witness
- -----------------------------------------------------------------------------------------------------------------------------------
Producer's Note Do you have any reason to believe any existing insurance or annuity contracts will be modified or
replaced if this contract is issued? [ ] Yes [ ] No
I have reviewed the details of the client's retirement program during the solicitation of the
application, and believe the Contract applied for is suitable for that program.
Signature of Producer/Agent _____________________________________ Date ___________________
Print Name ______________________________________________ License ID No. _________________
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Use Only Corrections and amendments. Errors and omissions may be corrected by the Company but no change in plan,
age at issue, birthdate, classification, amount, or extra benefits may be made without written consent
of the owner. (Not valid in W. Va.)
------------------------------------------------------------------------------------------------------
Accepted: Producer Name Producer Profile Producer Code % of Participation
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
Contract No ........... SPD.................... Mode................... Area.................
Eff. Date ............. SPI.................... Premium $.............. State................
------------------------------------------------------------------------------------------------------
</TABLE>
[Aetna Letterhead] 151 Farmington Avenue
[Aetna Logo] Hartford, CT 06156
Julie E. Rockmore
Counsel
Law Division, RE4A
Investments & Financial Services
August 21, 1997 (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 B
Post-Effective Amendment No. 7 to Registration Statement on Form N-4
Prospectus Title: Individual Nonqualified Variable Annuity Contracts
File Nos. 33-75998 and 811-2512
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. 7. I have
also examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, trust records and other instruments I have
deemed necessary or appropriate for the purpose of rendering this opinion. For
purposes of such examination, I have assumed the genuineness of all signatures
on original documents and the conformity to the original of all copies.
I am admitted to practice law in Connecticut, and do not purport to be an expert
on the laws of any other state. My opinion herein as to any other law is based
upon a limited inquiry thereof which I have deemed appropriate under the
circumstances.
<PAGE>
Based upon the foregoing, and, assuming the Securities are sold in accordance
with the provisions of the prospectus, I am of the opinion that the Securities
being registered will be legally issued and will represent binding obligations
of the Company.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Julie E. Rockmore
Julie E. Rockmore
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors of Aetna Life Insurance and Annuity Company
and Contract Owners of Aetna Variable Annuity Account B:
We consent to the use of our reports dated February 4, 1997 and February 14,1997
incorporated herein by reference in registration statement (No. 33-75998) on
Form N-4.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
August 21, 1997
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000103005
<NAME> Aetna Variable Annuity Account B
<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> 1,726,620,671
<INVESTMENTS-AT-VALUE> 1,848,811,724
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,848,811,724
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
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<SENIOR-EQUITY> 0
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<DIVIDEND-INCOME> 120,367,178
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<EXPENSES-NET> 17,483,870
<NET-INVESTMENT-INCOME> 102,883,308
<REALIZED-GAINS-CURRENT> 17,427,408
<APPREC-INCREASE-CURRENT> 93,444,109
<NET-CHANGE-FROM-OPS> 213,754,825
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
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<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>
