As filed with the Securities and Exchange Registration No. 33-34370*
Commission on September 22, 1999 Registration No. 811-2512
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- --------------------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 39 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, TS31, 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, TS31, 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
[ ] on _______________________ pursuant to paragraph (b) of Rule 485
*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 3, 1999,
AND AS AMENDED BY SUPPLEMENTS DATED
FORM N-4 JUNE 1, 1999, SEPTEMBER 1, 1999, AND
ITEM NO. PART A (PROSPECTUS) SEPTEMBER 22, 1999
<S> <C> <C>
1 Cover Page......................................... Cover Page
2 Definitions........................................ Not Applicable
3 Synopsis........................................... Contract Overview; Fee Table, as amended
4 Condensed Financial Information.................... Condensed Financial Information; Appendix IV -
Condensed Financial Information
5 General Description of Registrant, Depositor, and
Portfolio Companies................................ Other Topics - The Company; Variable Annuity Account B;
Appendix III - Description of Underlying Funds, as amended
6 Deductions and Expenses............................ Fees, as amended
7 General Description of Variable Annuity Contracts.. Contract Overview; Other Topics
8 Annuity Period..................................... The Income Phase
9 Death Benefit...................................... Death Benefit
10 Purchases and Contract Value....................... Purchase and Rights; Your Account Value
11 Redemptions........................................ Right to Cancel; Withdrawals, as amended; Systematic Distribution
Options
12 Taxes.............................................. Taxation
13 Legal Proceedings.................................. Other Topics - Legal Matters and Proceedings
14 Table of Contents of the Statement of Additional
Information........................................ Contents of the Statement of Additional Information
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FORM N-4 PART B (STATEMENT OF LOCATION - STATEMENT OF
ITEM NO. ADDITIONAL INFORMATION) ADDITIONAL INFORMATION
<S> <C> <C>
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................................... Income Phase 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 Statement of Additional Information are incorporated in Parts
A and B, respectively, of this Post-Effective Amendment No. 39 by reference to
Post-Effective Amendment No. 38 to the Registration Statement on Form N-4 (File
No. 33-34370), as filed on August 24, 1999 and declared effective on September
1, 1999, Post-Effective Amendment No. 37 to the Registration Statement on Form
N-4 (File No. 33-34370), as filed on April 9, 1999 and declared effective on May
3, 1999, and by reference to Prospectus Supplement dated June 1, 1999 as filed
under Rule 497(c) on June 1, 1999 (File No. 33-34370).
A Supplement to the Prospectus dated September 22, 1999 is included in Part A of
this Post-Effective Amendment.
<PAGE>
VARIABLE ANNUITY ACCOUNT B
Aetna Life Insurance and Annuity Company
Supplement Dated September 22, 1999
to May 3, 1999 Prospectus
The information in this supplement amends certain information contained in the
prospectus dated May 3, 1999. You should read this supplement along with the
prospectus.
1. The following information replaces the "Maximum Fees Deducted from
Investments in the Separate Account" section, and related footnotes, on
pages 6 and 7 of the prospectus:
Maximum Fees Deducted from Investments in the Separate Account
(Daily deductions equal to the given percentage on an annual basis.)
CONTRACTS ISSUED OUTSIDE OF NEW YORK
<TABLE>
<CAPTION>
<S> <C>
o Contracts other than Roth IRA Contracts Issued before May 1, 1998
Mortality and Expense Risk Charge .................................................... 1.25%
Administrative Expense Charge ........................................................ 0.15%(4)
------
Total Separate Account Annual Expenses ............................................... 1.40%
======
o Contracts Issued on or after May 1, 1998, and all Roth IRA Contracts
Mortality and Expense Risk Charge .................................................... 1.10%(5)
Administrative Expense Charge ........................................................ 0.15%(4)
------
Total Separate Account Annual Expenses ............................................... 1.25%
======
CONTRACTS ISSUED IN NEW YORK
o All Contracts
Mortality and Expense Risk Charge .................................................... 1.25%(5)
Administrative Expense Charge ........................................................ 0.15%(4)
------
Total Separate Account Annual Expenses ............................................... 1.40%
======
</TABLE>
(4) We currently do not deduct an administrative expense charge during the
income phase; however, we reserve the right to deduct a daily charge of
not more than 0.25% per year. See "Income Phase -- Charges Deducted."
(5) Under certain contracts the mortality and expense risk charge during
the accumulation period may be reduced. See "Fees -- Mortality and
Expense Risk Charge."
2. The following information replaces the final paragraph of the "Payment
Amounts" section on page 17 of the prospectus:
Any additional payments must be at least $50 (we may change this amount from
time to time). A payment of more than $1,000,000 will be allowed only with
our consent.
X.34370-99 September 1999
<PAGE>
3. The following information replaces the "Free Withdrawals" section on page 20
of the prospectus:
Free Withdrawals. There is no early withdrawal charge if, during each
calendar year, the amount withdrawn is 10% or less (for contracts issued in
New York, 15% or less on the first withdrawal each calendar year after the
first account year) than:
> Your account value as of the last valuation day of the preceding calendar
year or the date of your first payment, whichever is later (if approved
in your state), or
> Your account value on the next valuation day after we receive your
withdrawal request.
The free withdrawal amount will be adjusted for amounts withdrawn under a
systematic distribution option or taken as a required minimum distribution
during the calendar year.
4. The following information replaces the "Mortality and Expense Risk Charge -
Maximum Amount" section on page 22 of the prospectus:
Maximum Amount. This charge, on an annual basis, is equal to the following
percentages of your account value invested in the subaccounts:
Contracts Issued Outside of New York
o Contracts other than Roth IRAs Issued before May 1, 1998 1.25%
o Contracts Issued on or after May 1, 1998, and all Roth IRA
Contracts 1.10%
Contracts Issued in New York
o All Contracts 1.25%
5. The following replaces the final paragraph of the "Mortality and Expense
Risk Charge - Purpose" section on page 22 of the prospectus:
If the amount we deduct for this fee is not enough to cover our mortality
costs and expenses under the contract, we will bear the loss. We may use
any excess to recover distribution costs relating to the contract and as a
source of profit. We expect to make a profit from this fee.
6. The following replaces the first paragraph of the "Withdrawals" section on
page 26 of the prospectus:
You may withdraw all or a portion of your account value at any time during
the accumulation phase (for contracts issued in New York, partial
withdrawals are not available in the first account year unless they are
taken under a systematic distribution option). If you participate in the
contract through a 403(b) plan, certain restrictions apply. See
"Restrictions on Withdrawals From 403(b) Plan Accounts."
X.34370-99 September 1999
<PAGE>
VARIABLE ANNUITY ACCOUNT B
PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
(1) Incorporated by reference in Part A:
Condensed Financial Information
(2) Incorporated by reference in Part B:
Financial Statements of Variable Annuity Account B:
- Statement of Assets and Liabilities as of December 31, 1998
- Statements of Operations and Changes in Net Assets for the
years ended December 31, 1998 and 1997
- Condensed Financial Information for the year ended
December 31, 1998
- 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, 1998, 1997 and 1996
- Consolidated Balance Sheets as of December 31, 1998
and 1997
- Consolidated Statements of Changes in Shareholder's Equity
for the years ended December 31, 1998, 1997 and 1996
- Consolidated Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996
- 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) Selling Agreement(2)
(3.2) Alternative Form of Wholesaling Agreement and Related Selling
Agreement(3)
(3.3) Federated Broker Dealer Agreement (9/2/94)(4)
(4.1) Variable Annuity Contract (G-CDA-97(NY))(5)
(4.2) Variable Annuity Contract Certificate (GMCC-97(NY)) to
Contract G-CDA-97(NY)(5)
(4.3) Variable Annuity Contract (G-MP1(5/97))(6)
(4.4) Variable Annuity Contract Certificate (MP1CERT(5/97))(6)
(4.5) Variable Annuity Contract (I-MP1(5/97))(6)
(4.6) Variable Annuity Contract (G-MP1(5/96))(7)
(4.7) Variable Annuity Contract Certificate (MP1CERT(5/96))(7)
(4.8) Variable Annuity Contract (I-MP1(5/96))(7)
<PAGE>
(4.9) Variable Annuity Contract (G-CDA-96(NY))(7)
(4.10) Variable Annuity Contract Certificate (GMCC-96(NY))(7)
(4.11) Variable Annuity Contract (G-CDA-IC(NQ))(8)
(4.12) Variable Annuity Certificate (GMCC-IC(NQ))(8)
(4.13) Variable Annuity Contract (G-CDA-IC(IR))(8)
(4.14) Variable Annuity Contract (I-CDA-IC(NQ/MP))(8)
(4.15) Variable Annuity Contract Certificate (GMCC-IC(IR))(9)
(4.16) Variable Annuity Contract (I-CDA-IC(IR/MP))(8)
(4.17) Variable Annuity Contracts and Certificates (G-CDA-IC(IR/NY)),
(GMCC-IC(IR/NY)), (G-CDA-IC(NQ/NY)), and (GMCC-IC(NQ/NY))(10)
(4.18) Endorsements (MP1IRA(5/97)) and (I-MP1IRA(5/97)) to Contract
G-MP1(5/96) and Certificate MP1CERT(5/96)(7)
(4.19) Endorsements (MP1QP(5/97)) and (I-MP1QP(5/97)) to Contract
G-MP1(5/96) and Certificate MP1CERT(5/96)(7)
(4.20) Endorsements (MP1TDA(5/97)) and (I-MP1TDA(5/97)) to Contract
G-MP1(5/96) and Certificate MP1CERT(5/96)(7)
(4.21) Endorsements (MP1DC(5/97)) and (I-MP1DC(5/97)) to Contract
G-MP1(5/96) and Certificate MP1CERT(5/96)(7)
(4.22) Endorsement (G-MP1IRA(11/96)) to Contract G-CDA-96(NY) and
Certificate GMCC-96(NY)(7)
(4.23) Endorsement (I-MP1END(9/97)) to Contract I-MP1(5/96)(6)
(4.24) Endorsement (E1-MPROTH-97) to Contract G-MP1(5/97)(5)
(4.25) Endorsement (EI1MPROTH-97) to Contract I-MP1(5/97)(5)
(4.26) Endorsement (MP1IRA(11/97)) to Contract G-MP1(5/97)(5)
(4.27) Endorsement (I-MP1IRA(11/97)) to Contract I-MP1(5/97)(5)
(4.28) Endorsement (MP1END(9/97)) to Contract G-MP1(5/97) and
Certificate MP1CERT(5/97)(11)
(4.29) Endorsement (I-MP1END(9/97)) to Contract I-MP1(5/97)(11)
(4.30) Endorsement (MPNQEND(4/95)) to Contract G-CDA-IC(NQ)(12)
(4.31) Endorsement (MPIREND(4/95)) to Contract G-CDA-IC(IR)(12)
(4.32) Endorsement (IMPNQEND(4/95)) to Contract I-CDA-IC(NQ/MP)(12)
(4.33) Endorsement (IMPIREND(4/95)) to Contract I-CDA-IC(IR/MP)(12)
(4.34) Endorsement (EMPGET98) to Contract G-MP1(5/97) and Certificate
MP1CERT(5/97)(13)
(4.35) Endorsement (MPNQCERTEND(4/95)) to Certificate GMCC-IC(NQ)(12)
(4.36) Endorsement (MPIRCERTEND(4/95)) to Certificate GMCC-IC(IR)(12)
(4.37) Endorsement EGET(99) to Contracts G-MP1(5/97), G-CDA-97(NY)
and I-MP1(5/97) and Certificates MP1(CERT(5/97)) and
GMCC-97(NY)(14)
(4.38) Contract Schedule I Accumulation Period (G-MP1(11/97)-5) to
Group Contract G-MP1(5/97)(5)
<PAGE>
(4.39) Contract Schedule I Accumulation Period (I-MP1(11/97)-5) to
Individual Contract I-MP1(5/97)(5)
(5.1) Variable Annuity Contract Application (MPAPPNY(1/96))(5)
(5.2) Variable Annuity Contract Application (300-MAR-IB)(15)
(5.3) Variable Annuity Contract Application (710.6.13)(15)
(6.1) Certificate of Incorporation of Aetna Life Insurance and
Annuity Company(16)
(6.2) Amendment of Certificate of Incorporation of Aetna Life
Insurance and Annuity Company(17)
(6.3) By-Laws as amended September 17, 1997 of Aetna Life Insurance
and Annuity Company(18)
(7) Not applicable
(8.1) Fund Participation Agreement by and among Aetna Life Insurance
and Annuity Company and Aetna Variable Fund, Aetna Variable
Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc.,
Aetna GET Fund on behalf of each of its series, Aetna
Generation Portfolios, Inc. on behalf of each of its series,
Aetna Variable Portfolios, Inc. on behalf of each of its
series, and Aeltus Investment Management, Inc. dated as of
May 1, 1998(19)
(8.2) Amendment dated November 9, 1998 to Fund Participation
Agreement by and among Aetna Life Insurance and Annuity
Company and Aetna Variable Fund, Aetna Variable Encore Fund,
Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund
on behalf of each of its series, Aetna Generation Portfolios,
Inc. on behalf of each of its series, Aetna Variable
Portfolios, Inc. on behalf of each of its series, and Aeltus
Investment Management, Inc. dated as of May 1, 1998(20)
(8.3) Service Agreement between Aeltus Investment Management, Inc.
and Aetna Life Insurance and Annuity Company in connection
with the sale of shares of Aetna Variable Fund, Aetna Variable
Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc.,
Aetna GET Fund on behalf of each of its series, Aetna
Generation Portfolios, Inc. on behalf of each of its series,
and Aetna Variable Portfolios, Inc. on behalf of each of its
series dated as of May 1, 1998(19)
(8.4) Amendment dated November 4, 1998 to Service Agreement between
Aeltus Investment Management, Inc. and Aetna Life Insurance
and Annuity Company in connection with the sale of shares of
Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income
Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of
each of its series, Aetna Generation Portfolios, Inc. on
behalf of each of its series and Aetna Variable Portfolios,
Inc. on behalf of each of its series dated as of May 1,
1998(20)
(8.5) 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)
<PAGE>
(8.6) Fund Participation Agreement among Calvert Responsibly
Invested Balanced Portfolio, Calvert Asset Management Company,
Inc. and Aetna Life Insurance and Annuity Company dated
December 1, 1997(21)
(8.7) Service Agreement between Calvert Asset Management Company,
Inc. and Aetna Life Insurance and Annuity Company dated
December 1, 1997(21)
(8.8) Fund Participation Agreement by and among Aetna Life Insurance
and Annuity Company, Insurance Management Series and Federated
Advisors dated July 1, 1994(22)
(8.9) 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(17)
(8.10) Fifth Amendment, dated as of May 1, 1997, to the 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(6)
(8.11) Sixth Amendment dated November 6, 1997 to the 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, March 1, 1996 and May 1, 1997(23)
(8.12) Seventh Amendment dated as of May 1, 1998 to the 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, March 1, 1996, May 1, 1997 and November 6, 1997(19)
(8.13) 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(17)
(8.14) Fifth Amendment, dated as of May 1, 1997, to the 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(6)
(8.15) Sixth Amendment dated as of January 20, 1998 to the 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, March 1, 1996 and May 1, 1997(24)
<PAGE>
(8.16) Seventh Amendment dated as of May 1, 1998 to the 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, March 1, 1996, May 1, 1997 and January 20,
1998(19)
(8.17) Service Agreement between Aetna Life Insurance and Annuity
Company and Fidelity Investments Institutional Operations
Company dated as of November 1, 1995(25)
(8.18) Amendment dated January 1, 1997 to Service Agreement between
Aetna Life Insurance and Annuity Company and Fidelity
Investments Institutional Operations Company dated as of
November 1, 1995(6)
(8.19) Service Contract between Fidelity Distributors Corporation and
Aetna Life Insurance and Annuity Company dated May 2, 1997(20)
(8.20) Fund Participation Agreement among Janus Aspen Series and
Aetna Life Insurance and Annuity Company and Janus Capital
Corporation dated December 8, 1997(26)
(8.21) Amendment dated October 12, 1998 to Fund Participation
Agreement among Janus Aspen Series and Aetna Life Insurance
and Annuity Company and Janus Capital Corporation dated
December 8, 1997(20)
(8.22) Service Agreement between Janus Capital Corporation and Aetna
Life Insurance and Annuity Company dated December 8, 1997(26)
(8.23) 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)
(8.24) 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)
(8.25) Fund Participation Agreement among MFS Variable Insurance
Trust, Aetna Life Insurance and Annuity Company and
Massachusetts Financial Services Company dated April 30, 1996,
and amended on September 3, 1996, March 14, 1997 and November
28, 1997(19)
(8.26) Fourth Amendment dated May 1, 1998 to the Fund Participation
Agreement by and among MSF Variable Insurance Trust, Aetna
Life Insurance and Annuity Company and Massachusetts Financial
Services Company dated April 30, 1996, and amended on
September 3, 1996, March 14, 1997 and November 28, 1997(27)
(8.27) Fifth Amendment to Fund Participation Agreement by and among
MSF Variable Insurance Trust, Aetna Life Insurance and Annuity
Company and Massachusetts Financial Services Company dated
April 30, 1996, and amended on September 3, 1996, March 14,
1997 and November 28, 1997(28)
<PAGE>
(8.28) Fund Participation Agreement dated March 11, 1997 between
Aetna Life Insurance and Annuity Company and Oppenheimer
Variable Annuity Account Funds and Oppenheimer Funds, Inc.(22)
(8.29) Service Agreement effective as of March 11, 1997 between
Oppenheimer Funds, Inc. and Aetna Life Insurance and Annuity
Company(22)
(8.30) 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)
(8.31) 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(8)
(14) Not applicable
(15.1) Powers of Attorney(29)
(15.2) Authorization for Signatures(3)
1. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-75986), as filed 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 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 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 on August 16, 1995.
5. Incorporated by reference to Post-Effective Amendment No. 32 to
Registration Statement on Form N-4 (File No. 33-34370), as filed on
December 16, 1997.
6. Incorporated by reference to Post-Effective Amendment No. 30 to
Registration Statement on Form N-4 (File No. 33-34370), as filed on
September 29, 1997.
7. Incorporated by reference to Post-Effective Amendment No. 26 to
Registration Statement on Form N-4 (File No. 33-34370), as filed on
February 21, 1997.
8. Incorporated by reference to Post-Effective Amendment No. 35 to
Registration Statement on Form N-4 (File No. 33-34370), as filed on April
17, 1998.
9. Incorporated by reference to Post-Effective Amendment No. 37 to
Registration Statement on Form N-4 (File No. 33-34370), as filed on April
9, 1999.
10. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 33-87932), as filed on September 19, 1995.
11. Incorporated by reference to Post-Effective Amendment No. 33 to
Registration Statement on Form N-4 (File No. 33-34370), as filed on
February 12, 1998.
<PAGE>
12. Incorporated by reference to Post-Effective Amendment No. 34 to
Registration Statement on Form N-4 (File No. 33-34370), as filed on
February 27, 1998.
13. Incorporated by reference to Post-Effective Amendment No. 37 to
Registration Statement on Form N-4 (File No. 33-34370), as filed on
September 14, 1998.
14. Incorporated by reference to Post-Effective Amendment No. 13 to
Registration Statement on Form N-4 (File No. 333-01107), as filed on April
7, 1999.
15. Incorporated by reference to Post-Effective Amendment No. 29 to
Registration Statement on Form N-4 (File No. 33-34370), as filed on August
18, 1997.
16. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form S-1 (File No. 33-60477), as filed on April 15, 1996.
17. Incorporated by reference to Post-Effective Amendment No. 12 to
Registration Statement on Form N-4 (File No. 33-75964), as filed on
February 11, 1997.
18. Incorporated by reference to Post-Effective Amendment No. 12 to
Registration Statement on Form N-4 (File No. 33-91846), as filed on October
30, 1997.
19. Incorporated by reference to Registration Statement on Form N-4 (File No.
333-56297) as filed on June 8, 1998.
20. Incorporated by reference to Post-Effective Amendment No. 2 to Registration
Statement on Form N-4 (File No. 333-56297), as filed on December 14, 1998.
21. Incorporated by reference to Post-Effective Amendment No. 8 to Registration
Statement on Form N-4 (File No. 333-01107), as filed on February 19, 1998.
22. Incorporated by reference to Post-Effective Amendment No. 27 to
Registration Statement on Form N-4 (File No. 33-34370), as filed on April
16, 1997.
23. Incorporated by reference to Post-Effective Amendment No. 16 to
Registration Statement on Form N-4 (File No. 33-75964), as filed on
February 9, 1998.
24. Incorporated by reference to Post-Effective Amendment No. 7 to Registration
Statement on Form S-6 (File No. 33-75248), as filed on February 24, 1998.
25. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-4 (File No. 33-88720), as filed on June 28, 1996.
26. Incorporated by reference to Post-Effective Amendment No. 10 to
Registration Statement on Form N-4 (File No. 33-75992), as filed on
December 31, 1997.
27. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 333-56297), as filed on August 4, 1998.
28. Incorporated by reference to Post-Effective Amendment No. 4 to Registration
Statement on Form N-4 (File No. 333-56297), as filed on February 16, 1999.
29. Incorporated by reference to Post-Effective Amendment No. 5 to Registration
Statement on Form N-4 (File No. 333-56297), as filed on February 25, 1999.
<PAGE>
Item 25. Directors and Officers of the Depositor
<TABLE>
<CAPTION>
Name and Principal
Business Address* Positions and Offices with Depositor
- ------------------ ------------------------------------
<S> <C>
Thomas J. McInerney Director and President
Shaun P. Mathews Director and Senior Vice President
Catherine H. Smith Director, Chief Financial Officer and Senior Vice
President
Deborah Koltenuk Vice President, Corporate Controller, and Assistant
Treasurer
Therese M. Squillacote Vice President and Chief Compliance Officer
Kirk P. Wickman Senior Vice President, General Counsel and Corporate
Secretary
</TABLE>
* 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 Registration Statement on
Form N-4 (File No. 333-87131 as filed on September 15, 1999.
Item 27. Number of Contract Owners
As of August 31, 1999, there were 88,784 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account B.
Item 28. Indemnification
Section 21 of Public Act No. 97-246 of the Connecticut General Assembly (the
"Act") provides that a corporation may provide indemnification of or advance
expenses to a director, officer, employee or agent only as permitted by Sections
33-770 to 33-778, inclusive, of the Connecticut General Statutes, as amended by
Sections 12 to 20, inclusive, of this Act. Reference is hereby made to Section
33-771(e) of the Connecticut General Statutes ("CGS") regarding indemnification
of directors and Section 33-776(d) of CGS 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, except to the extent that their certificate of incorporation expressly
provides otherwise, indemnify their directors, officers, employees and agents
against "liability" (defined as the obligation to pay a judgment, settlement,
<PAGE>
penalty, fine, including an excise tax assessed with respect to an employee
benefit plan, or reasonable expenses incurred with respect to a proceeding) when
(1) a determination is made pursuant to Section 33-775 that the party seeking
indemnification has met the standard of conduct set forth in Section 33-771 or
(2) a court has determined that indemnification is appropriate pursuant to
Section 33-774. Under Section 33-775, the determination of and the authorization
for indemnification are made (a) by the disinterested directors, as defined in
Section 33-770(3); (b) by special counsel; (c) by the shareholders; or (d) in
the case of indemnification of an officer, agent or employee of the corporation,
by the general counsel of the corporation or such other officer(s) as the board
of directors may specify. Also, Section 33-772 provides that a corporation shall
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 he was a director of the corporation. In the case
of a proceeding by or in the right of the corporation or with respect to conduct
for which the director, officer, agent or employee was adjudged liable on the
basis that he received a financial benefit to which he was not entitled,
indemnification is limited to reasonable expenses incurred in connection with
the proceeding against the corporation to which the individual was named a
party.
The statute does specifically authorize a corporation to procure indemnification
insurance on behalf of an individual who 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 principal underwriter, only, for Aetna Variable Encore
Fund, Aetna Variable Fund, Aetna Generation Portfolios, Inc., Aetna
Income Shares, Aetna Balanced VP, Inc. (formerly Aetna Investment
Advisers Fund, Inc.), Aetna GET Fund, and Aetna Variable Portfolios,
Inc. and as the principal underwriter and investment adviser for
Portfolio Partners, 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).
(b) See Item 25 regarding the Depositor.
<PAGE>
(c) Compensation as of December 31, 1998:
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Name of Net Underwriting Compensation
Principal Discounts and on Redemption Brokerage
Underwriter Commissions or Annuitization Commissions Compensation*
- ----------- ---------------- ---------------- ----------- -------------
<S> <C> <C> <C> <C>
Aetna Life Insurance $684,000 $42,930,000
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) 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 28, 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, [1988 WL 235221, *13
(S.E.C.)].
(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 to its Registration
Statement on Form N-4 (File No. 33-34370) and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hartford, State of Connecticut, on the
22nd day of September, 1999.
VARIABLE ANNUITY ACCOUNT B OF AETNA
LIFE INSURANCE AND ANNUITY
COMPANY
(Registrant)
By: AETNA LIFE INSURANCE AND ANNUITY
COMPANY
(Depositor)
By: Thomas J. McInerney*
------------------------------------
Thomas J. McInerney
President
As required by the Securities Act of 1933, this Post-Effective Amendment
No. 39 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Thomas J. McInerney* Director and President )
- ----------------------------- (principal executive officer) )
Thomas J. McInerney )
)
)
Shaun P. Mathews* Director ) September
- ----------------------------- ) 22, 1999
Shaun P. Mathews )
)
)
Catherine H. Smith* Director and Chief Financial Officer )
- ----------------------------- )
Catherine H. Smith )
)
)
Deborah Koltenuk* Vice President, Corporate Controller, and )
- ----------------------------- Assistant Treasurer )
Deborah Koltenuk )
By: /s/ J. Neil McMurdie
-----------------------------------------
J. Neil McMurdie
*Attorney-in-Fact
</TABLE>
<PAGE>
VARIABLE ANNUITY ACCOUNT B
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C> <C>
99-B.9 Opinion and Consent of Counsel
-------------
99-B.10 Consent of Independent Auditors
-------------
</TABLE>
[AETNA LETTERHEAD] 151 Farmington Avenue
[AETNA LOGO] Hartford, CT 06156
Julie E. Rockmore
Counsel
Law Division, TS31
September 22, 1999 Investments & Financial Services
(860) 273-4686
Fax: (860) 273-0385
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. 39 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 or those for whom I have supervisory
responsibility, have reviewed the N-4 Registration Statement, as amended to the
date hereof, and this Post-Effective Amendment No. 39. 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 in this Prospectus constituting part of this
Post-Effective Amendment No. 39 to the Registration Statement on Form
N-4 (File No. 811-2512) of our reports dated February 3, 1999 and
February 26, 1999, relating to the financial statements of the Aetna
Variable Annuity Account B and Aetna Life Insurance and Annuity
Company, respectively, which are incorporated by reference in such
Prospectus.
We also consent to the references to our firm under the headings
"Condensed Financial Information", which is incorporated by reference
in the prospectus and "Independent Auditors" which is incorporated by
reference in the statement of additional information.
/s/ KPMG LLP
Hartford, Connecticut
September 22, 1999
