As filed with the Securities and Exchange Registration No. 33-34370*
Commission on August 18, 1997 Registration No. 811-2512
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- --------------------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 29 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:
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on August 21, 1997 pursuant to paragraph (b) of Rule 485
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
registered an indefinite number of securities under the Securities Act of 1933.
Registrant filed a Rule 24f-2 Notice for the fiscal year ended December 31, 1996
on February 28, 1997.
*Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which includes
all the information which would currently be required in a prospectus relating
to the following earlier Registration Statement: 33-87932.
<PAGE>
VARIABLE ANNUITY ACCOUNT B
CROSS REFERENCE SHEET
LOCATION-PROSPECTUS
DATED MAY 1, 1997 AND
AS AMENDED BY
FORM N-4 SUPPLEMENT DATED
ITEM NO. PART A (PROSPECTUS) AUGUST 21, 1997
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, The Company; Variable Annuity
Depositor, and Portfolio Companies .. 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
14 Table of Contents of the Statement Contents of the Statement of
of Additional Information .......... Additional Information
<PAGE>
LOCATION-STATEMENT
OF ADDITIONAL
FORM N-4 PART B (STATEMENT OF INFORMATION DATED
ITEM NO. 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
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. 29, respectively, by
reference to Post-Effective Amendment No. 28 to the Registration Statement on
Form N-4 (File No. 33-34370), as filed electronically on April 29, 1997.
<PAGE>
Supplement to Prospectus Dated May 1, 1997
Aetna Life Insurance and Annuity Company
Variable Annuity Account B
Aetna Marathon Plus
The prospectus dated May 1, 1997 is amended as follows:
Cover:
The following Funds will be replaced with the designated Substitute Funds after
the close of business of the New York Stock Exchange on November 26, 1997:
<TABLE>
<CAPTION>
Replaced Fund Substitute Fund
<S> <C>
MFS Emerging Growth Series Portfolio Partners MFS Emerging Equities Portfolio
MFS Research Series Portfolio Partners MFS Research Growth Portfolio
MFS Value Series Portfolio Partners MFS Value Equity Portfolio
American Century VP Capital Appreciation Portfolio Partners MFS Research Growth Portfolio
(Formerly TCI Growth)
Alger American Small Capitalization Portfolio Portfolio Partners MFS Emerging Equities Portfolio
Alger American MidCap Growth Portfolio Portfolio Partners T.Rowe Price Growth 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)
</TABLE>
The following Funds 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 they 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):
<TABLE>
<CAPTION>
Closed
<S> <C>
Alger American Balanced Portfolio Federated Utility Fund II
Alger American Income and Growth Portfolio Fidelity VIP II Investment Grade Bond Portfolio
Alger American Leveraged AllCap Portfolio Lexington Emerging Markets Fund, Inc.
Federated American Leaders Fund II Lexington Natural Resources Trust
Federated Fund for U.S. Government Securities II American Century VP Balanced (formerly "TCI Balanced")
Federated High Income Bond Fund II American Century VP International (formerly "TCI
International")
</TABLE>
SUBJECT TO COMPLETION OR AMENDMENT
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SUPPLEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.
The Date of this Supplement is August 21, 1997
<PAGE>
Fee Table - 2
The table under Annual Expenses of the Funds is amended by deleting the Replaced
Funds and the Closed Funds and adding the following Substitute Funds:
<TABLE>
<CAPTION>
Investment Advisory Other Expenses
Fees (after expense (after expense Total Annual Fund
reimbursement) reimbursement) Expenses
<S> <C> <C> <C>
Portfolio Partners MFS Emerging Equities
Portfolio .70%(1) .13% .83%(2)
Portfolio Partners MFS Research Growth
Portfolio .70%(1) .15% .85%(2)
Portfolio Partners MFS Value Equity Portfolio .65% .25% .90%(2)
Portfolio Partners T.Rowe Price Growth
Equity Portfolio .60% .15% .75%(2)
</TABLE>
(1) The advisory fee is .70% of the first $500 million in assets and .65% on
the excess.
(2) 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: .87% for the Emerging Equities
Portfolio; .92% for the Research Growth Portfolio; .90% for the Value
Equity Portfolio; and .79% for the T. Rowe Price Growth Equity Portfolio.
Fee Table - 5
The hypothetical illustrations in the Fee Table are amended by deleting all
information with respect to the Replaced Funds and Closed Funds for periods
after November 26, 1997, and adding the following:
<TABLE>
<CAPTION>
EXAMPLE A EXAMPLE B
If you withdraw the entire Account Value If you do not withdraw the entire Account
at the end of the periods shown, you Value, or if you annuitize at the end of
would pay the following expenses, the periods shown, you would pay the
including any applicable deferred sales following expenses (no deferred sales
charge: charge is reflected):
1 year 3 yrs 5 yrs 10 yrs 1 year 3 yrs 5 yrs 10 yrs
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Portfolio Partners MFS
Emerging Equities
Portfolio $95 $123 $155 $257 $23 $70 $120 $257
Portfolio Partners MFS
Research Growth
Portfolio $95 $124 $156 $259 $23 $70 $121 $259
Portfolio Partners MFS
Value Equity Portfolio $95 $125 $159 $264 $23 $72 $123 $264
Portfolio Partners T.Rowe
Price Growth Equity
Portfolio $95 $125 $159 $264 $23 $72 $123 $264
</TABLE>
<PAGE>
Fee Table - 7
The hypothetical illustrations in the Fee Table are amended by deleting all
information with respect to the Replaced Funds and Closed Funds for periods
after November 26, 1997, and adding the following:
<TABLE>
<CAPTION>
Contracts or Certificates Issued in New York
EXAMPLE C EXAMPLE D
If you withdraw the entire Account Value If you do not withdraw the entire Account
at the end of the periods shown, you Value, or if you annuitize at the end of
would pay the following expenses, the periods shown, you would pay the
including any applicable deferred sales following expenses (no deferred sales
charge: charge is reflected):
1 year 3 yrs 5 yrs 10 yrs 1 year 3 yrs 5 yrs 10 yrs
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Portfolio Partners MFS
Emerging Equities
Portfolio $84 $103 $136 $257 $23 $70 $120 $257
Portfolio Partners MFS
Research Growth
Portfolio $85 $104 $137 $259 $23 $70 $121 $259
Portfolio Partners MFS
Value Equity Portfolio $85 $105 $140 $264 $23 $72 $123 $264
Portfolio Partners T.Rowe
Price Growth Equity
Portfolio $85 $105 $140 $264 $23 $72 $123 $264
</TABLE>
Prospectus, Page 1
In the Section entitled 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 Funds will be deleted after November 26, 1997, since they will
not be eligible for the deposit of any new payments or transfers from other
Funds. The following will be added:
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 became 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. Massachusetts Financial Services Company serves as the
subadviser to the MFS Emerging
<PAGE>
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 - Page 11
The Section in the prospectus entitled Transfers, is amended by adding the
following to the Subsections on the Dollar Cost Averaging Program and Account
Rebalancing Program:
Dollar Cost Averaging Program
Amounts being transferred into a Replaced Fund will automatically be transferred
into the Substitute Fund after the close of business of the New York Stock
Exchange on November 26, 1997, unless you have been dollar cost averaging
between the Aetna Variable Encore Fund and the Janus Aspen Short-Term Bond
Portfolio (in either direction). In that event, 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.
Account Rebalancing Program
Amounts being transferred into a Replaced Fund will automatically be transferred
into the Substitute Fund after the close of business of the New York Stock
Exchange on November 26, 1997, unless your Rebalancing Program includes both the
Janus Aspen Short-Term Bond Portfolio and the Aetna Variable Encore Fund. In
that event, or if amounts are to be transferred into a Closed Fund, your Account
Rebalancing Program will automatically terminate after November 26, 1997. To
continue with Account Rebalancing after that date, you must select Funds from
the then-current list of available Funds.
<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 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 Contract G-MP1(5/96)(5)
(4.2) Form of Variable Annuity Contract Certificate MP1CERT
(5/96)(5)
(4.3) Form of Variable Annuity Contract I-MP1(5/96)(5)
(4.4) Form of Variable Annuity Contract G-CDA-96(NY)(5)
(4.5) Form of Variable Annuity Contract Certificate GMCC-96
(NY)(5)
(4.6) Form of Endorsements MP1IRA(5/97) and I-MP1IRA(5/97) to
Contracts G-MP1(5/96) and MP1CERT(5/96)(5)
(4.7) Form of Endorsements MP1QP(5/97) and I-MP1QP(5/97) to
Contracts G-MP1(5/96) and MP1CERT(5/96)(5)
<PAGE>
(4.8) Form of Endorsements MP1TDA(5/97) and I-MP1TDA(5/97) to
Contracts G-MP1(5/96) and MP1CERT(5/96)(5)
(4.9) Form of Endorsements MP1DC(5/97) and I-MP1DC(5/97) to
Contracts G-MP1(5/96) and MP1CERT(5/96)(5)
(4.10) Form of Endorsements G-MP1IRA(11/96) to Contracts
G-CDA-96(NY) and GMCC-96(NY)(5)
(4.11) Form of Endorsements MP1END(5/97) and I-MP1END (5/97) to
Contracts GMP1(5/96) and MP1CERT(5/96)(5)
(5.1) Form of Variable Annuity Contract Application (300-MAR-IB)
(5.2) Form of Variable Annuity Contract Application (710.6.13)
(6.1) Certificate of Incorporation and By-Laws of Aetna Life
Insurance and Annuity Company(6)
(6.2) Amendment of Certificate of Incorporation of Aetna Life
Insurance and Annuity Company(7)
(7) Not applicable
(8.1) Fund Participation Agreement (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) Fund Participation Agreement by and among Aetna Life
Insurance and Annuity Company, Insurance Management Series
and Federated Advisors (12/12/94)(9)
(8.3) Fund Participation Agreements 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, 1996, May 1,
1995, January 1, 1996 and March 1, 1996(7)
(8.4) 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, 1996,
May 1, 1995, January 1, 1996 and March 1, 1996(7)
(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)
<PAGE>
(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) Fund Participation Agreement among MFS Variable Insurance
Trust, Aetna Life Insurance and Annuity Company and
Massachusetts Financial Services Company(5)
(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(10)
(8.11) Second Amendment dated March 14, 1997 to Fund Participation
Agreement among MFS Variable Insurance Trust, Aetna Life
Insurance and Annuity Company and Massachusetts Financial
Services Company(8)
(8.12) Fund Participation Agreement between Aetna Life Insurance
and Annuity Company and Oppenheimer Variable Annuity
Account Funds and Oppenheimer Funds, Inc.(8)
(8.13) Service Agreement between Oppenheimer Funds, Inc. and Aetna
Life Insurance and Annuity Company(8)
(8.14) 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)
(8.15) Form of Administrative Service Agreement between Aetna Life
Insurance and Annuity Company and Agency, Inc.(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(10)
(14) Not applicable
(15.1) Powers of Attorney(11)
(15.2) Authorization for Signatures(3)
(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. 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. 26 to Registration
Statement on Form N-4 (File No. 33-34370), as filed electronically on
February 21, 1997.
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.
<PAGE>
7. Incorporated by reference to Post-Effective Amendment No. 12 to Registration
Statement on Form N-4 (File No. 33-75964), as filed electronically on
February 11, 1997.
8. Incorporated by reference to Post-Effective Amendment No. 27 to Registration
Statement on Form N-4 (File No. 33-34370), as filed electronically on
April 16, 1997.
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 Post-Effective Amendment No. 24 to Registration
Statement on Form N-4 (File No. 33-34370), as filed electronically on
September 16, 1996.
11. 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:
(1) (2) (3) (4) (5)
Name of Net Underwriting Compensation
Principal Discounts and on Redemption Brokerage
Underwriter Commissions or Annuitization Commissions Cmpensation*
Aetna Life $288,029 $17,661,810
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) [paragraph] 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.
(f) 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. 29 to its
Registration Statement on Form N-4 (File No. 33-34370) and has duly caused this
Post-Effective Amendment No. 29 to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Hartford, State of Connecticut, on the 18th day of August, 1997.
VARIABLE ANNUITY ACCOUNT 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. 29 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, Senior Vice President and Chief )
- --------------------- Financial Officer )
Timothy A. Holt )
)
Christopher J. Burns* Director ) August
- ---------------------- )
Christopher J. Burns ) 18, 1997
)
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, )
Deborah Koltenuk Corporate Controller )
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 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 Contract G-MP1(5/96) *
99-B.4.2 Form of Variable Annuity Contract Certificate MP1CERT(5/96) *
99-B.4.3 Form of Variable Annuity Contract I-MP1(5/96) *
99-B.4.4 Form of Variable Annuity Contract G-CDA-96(NY) *
99-B.4.5 Form of Variable Annuity Contract Certificate GMCC-96(NY) *
99-B.4.6 Form of Endorsements MP1IRA(5/97) and I-MP1IRA(5/97) to Contracts *
G-MP1(5/96) and MP1CERT(5/96)
99-B.4.7 Form of Endorsements MP1QP(5/97) and I-MP1QP(5/97) to Contracts G-MP1(5/96) *
and MP1CERT(5/96)
99-B.4.8 Form of Endorsements MP1TDA(5/97) and I-MP1TDA(5/97) to Contracts *
G-MP1(5/96) and MP1CERT(5/96)
99-B.4.9 Form of Endorsements MP1DC(5/97) and I-MP1DC(5/97) to Contracts G-MP1(5/96) *
and MP1CERT(5/96)
99-B.4.10 Form of Endorsements G-MP1IRA(11/96)) to Contracts *
G-CDA-96(NY) and GMCC-96(NY)
99-B.4.11 Form of Endorsements MP1END(5/97) and I-MP1END(5/97) to Contract GMP1(5/96) *
and MP1CERT(5/96)
*Incorporated by reference
<PAGE>
Exhibit No. Exhibit Page
99-B.5.1 Form of Variable Annuity Contract Application (300-MAR-IB)
------
99-B.5.2 Form of Variable Annuity Contract Application (710.6.13)
------
99-B.6.1 Certificate 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 (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 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, Variable Insurance
Products Fund and Fidelity Distributors Corporation dated
February 1, 1994 and amended on December 15, 1994,
February 1, 1996, May 1, 1995, January 1, 1996 and March
1, 1996
99-B.8.4 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,
1996, May 1, 1995, January 1, 1996 and 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
*Incorporated by reference
<PAGE>
Exhibit No. Exhibit Page
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 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 Second Amendment dated March 14, 1997 to Fund Participation Agreement among *
MFS Variable Insurance Trust, Aetna Life Insurance and Annuity Company and
Massachusetts Financial Services Company
99-B.8.12 Fund Participation Agreement between Aetna Life Insurance and Annuity *
Company and Oppenheimer Variable Annuity Account Funds and Oppenheimer
Funds, Inc.
99-B.8.13 Service Agreement between Oppenheimer Funds, Inc. and Aetna Life Insurance *
and Annuity Company
99-B.8.14 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.8.15 Form of Administrative Service Agreement between Aetna Life Insurance and *
Annuity Company and Agency, Inc.
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-B15.1 Powers of Attorney *
*Incorporated by reference
<PAGE>
Exhibit No. Exhibit Page
99-B.15.2 Authorization for Signatures *
27 Financial Data Schedule
--------
</TABLE>
*Incorporated by reference
<TABLE>
<CAPTION>
AETNA MARATHON APPLICATION FORM Aetna Life Insurance and Annuity Company
GROUP VARIABLE Home Office: 151 Farmington Avenue
ANNUITY CONTRACT Hartford, Connecticut 06156-8022
- ------------------------- ----------------------------------------------------------------------------------------------------------
<S> <C>
1. Name of Contract Holder
CONTRACT
HOLDER ----------------------------------------------------------------------------------------------------------
INFORMATION 2. Address
----------------------------------------------------------------------------------------------------------
City State ZIP Code
----------------------------------------------------------------------------------------------------------
3. Tax Identification No.
----------------------------------------------------------------------------------------------------------
4. Contract Effective Date
----------------------------------------------------------------------------------------------------------
5. Type of Contract: |_| Flexible Premium (Non-Qualified) |_| IRA Rollover (Section 408)
----------------------------------------------------------------------------------------------------------
6. Will this contract change or replace any existing life insurance or annuity contract?
|_| Yes |_| No
----------------------------------------------------------------------------------------------------------
If yes, please provide carrier name, account number,
and date to be canceled.
----------------------------------------------------------------------------------------------------------
7. Special Requests
----------------------------------------------------------------------------------------------------------
I understand that amounts withdrawn from a Marathon Account Guaranteed Term may be subject to a market
value adjustment prior to the maturity date of that Term as specified in the contract. I further
understand that Annuity payments and account values (if any), when based on the investment experience of
a separate account, are variable and not guaranteed as to fixed dollar amount.
I acknowledge receipt of the current prospectus for the Aetna Marathon Variable Annuity Contract dated:
__________ and all current prospectuses pertaining to all of the investment options under the contract.
(|_| Check here to receive a Statement of Additional Information for the Aetna Marathon Variable Annuity
Contract.)
Dated at _________________________________ this __________________ day of _______________ 19____.
City and State
------------------------------------------------- --------------------------------------------------
Witness Contract Holder
----------------------------------------------------------------------------------------------------------
Corrections and amendments (Home Office Use Only). Errors and omissions may be corrected by the Company
but no change in plan, classification, amount, or extra benefits shall be made without written consent
of the Contract Holder. (N/A in W.VA)
----------------------------------------------------------------------------------------------------------
AGENT'S Do you have any reason to believe any existing life insurance or annuity contracts will be modified or
NOTE replaced if this contract is issued? |_| Yes |_| No
------------------------------------------------------------
Signature of Agent
Home Office Use: Accepted
-----------------------------------------
</TABLE>
- --------
300-MAR-IB
<TABLE>
<S> <C>
--------------------------------------------------- ------------------------------------------------
Individual Application Aetna Life Insurance and Annuity Company
for Nonqualified Annuity Contract 151 Farmington Avenue
Hartford, CT 06156
Distributed by:
FundMark Investment Company Services, Inc.
Marathon Plus P.O. Box 370809
...for the long run San Diego, CA 92137
Service Center: 1-800-383-3336
- ------------------------------------------------------------------------------------------------------------------------------------
Contract Holder Name (Last, First, Middle Initial) Social Security Number
Information
-------------------------------------------------------------------------------------------------------
Street Address City State ZIP Code
--------------------------------------------------------------------------------------------------------
Date of Birth |_| Male Telephone Number U.S. Citizen (if No, please specify)
|_| Female |_| Yes |_| No
--------------------------------------------------------------------------------------------------------
Occupation Employer Name and Address Annual Income
--------------------------------------------------------------------------------------------------------
Expected Retirement Are you associated with a National Association of Securities Dealers Firm?
Age |_| Yes |_| No If yes, please specify
- ------------------------------------------------------------------------------------------------------------------------------------
Annuitant Information Name (Last, First, Middle Initial) Social Security Number
-------------------------------------------------------------------------------------------------------
If other than Contract Street Address City State ZIP Code
Holder
-------------------------------------------------------------------------------------------------------
Date of Birth |_| Male Telephone Number U.S. Citizen (if No, please specify)
Leave blank for IRA |_| Female |_| Yes |_| No
Rollovers
- ------------------------------------------------------------------------------------------------------------------------------------
Annuity Information Please note, Aetna Marathon is not available for rollovers from Aetna-funded plans.
-------------------------------------------------------------------------------------------------------
|_| Nonqualified Annuity |_| IRA Rollover
|_| Rollover from an existing IRA
|_| Rollover from a Qualified Plan
Name of funding provider:
Please check appropriate
box to indicate the type
of annuity that you are
purchasing.
- ------------------------------------------------------------------------------------------------------------------------------------
Payment Information Amount submitted with this application: $__________________
Will this contract change or replace any existing life insurance or annuity contracts?
Aetna reserves the right |_| Yes |_| No
to not accept an If YES, please complete the appropriate state replacement forms and submit them with this
application or payment for application. If contract is being funded through a 1035 Exchange, please provide the
any reason. following information:
-------------------------------------------------------------------------------------------------------
Name of Insurance Company Contract Number
-------------------------------------------------------------------------------------------------------
Net Cost for Period before August 14, 1982 Net Cost for Period after August 13, 1982
- ------------------------------------------------------------------------------------------------------------------------------------
Investment Options Variable Investment Options Marathon Guaranteed Account
___% Aetna Variable Fund (Growth and Income) _____% Guaranteed Account ___ year term
Investment percentages ___% Aetna Variable Encore Fund (Money Market) _____% Guaranteed Account ___ year term
must be in whole percents ___% Aetna Income Shares (Bond) _____% Guaranteed Account ___ year term
and must total 100%. ___% Aetna Investment Advisers Fund, Inc. (Managed) _____% Guaranteed Account ___ year term
___% Neuberger & Berman Advisers Management Trust _____% Guaranteed Account ___ year term
(Growth)
___% Scudder Variable Life Investment Fund (International)
___% Lexington Natural Resources Trust (Natural Resource)
___% TCI Portfolios Inc., TCI Growth (Growth)
___% Other ______________________________
___% Other ______________________________
Be sure to check the availability of Marathon Guaranteed Account term durations before selecting one.
-------------------------------------------------------------------------------------------------------
|_| I elect the Dollar Cost Averaging program. A Dollar Cost Averaging Election Form should be
attached.
</TABLE>
- --------
710.6.13
[Aetna Letterhead] 151 Farmington Avenue
[Aetna Logo] Hartford, CT 06156
August 18, 1997 Julie E. Rockmore
Counsel
Law Division, RE4A
Investments & Financial Services
(860) 273-4686
Fax: (860) 273-8340
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Aetna Life Insurance and Annuity Company and its Variable Annuity Account B
Post-Effective Amendment No. 29 to Registration Statement on Form N-4
Prospectus Title: Aetna Marathon Plus - Group and Individual
Deferred Variable Annuity Contracts
File Nos. 33-34370* 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. 29. I have
also examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, trust records and other instruments I have
deemed necessary or appropriate for the purpose of rendering this opinion. For
purposes of such examination, I have assumed the genuineness of all signatures
on original documents and the conformity to the original of all copies.
I am admitted to practice law in Connecticut, and do not purport to be an expert
on the laws of any other state. My opinion herein as to any other law is based
upon a limited inquiry thereof which I have deemed appropriate under the
circumstances.
- --------
* Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which
includes all the information which would currently be required in a
prospectus relating to the following earlier Registration Statement:
33-87932.
<PAGE>
Based upon the foregoing, and, assuming the Securities are sold in accordance
with the provisions of the prospectus, I am of the opinion that the Securities
being registered will be legally issued and will represent binding obligations
of the Company.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Julie E. Rockmore
- ---------------------
Julie E. Rockmore
Consent of Independent Auditors
The Board of Directors of Aetna Life Insurance and Annuity Company
and Contractholders of Aetna Variable Annuity Account 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. 33-34370)
on Form N-4.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
August 18, 1997
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000103005
<NAME> 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
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,848,811,724
<DIVIDEND-INCOME> 120,367,178
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<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
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
