As filed with the Securities and Exchange Registration No. 33-63657
Commission on November 24, 1997
- - -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Aetna Insurance Company of America
---------------------------------------------------------
Connecticut
---------------------------------------------------------
06-1286272
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151 Farmington Avenue, Hartford, Connecticut 06156, (860) 273-4686
------------------------------------------------------------------
Julie E. Rockmore, Counsel
Aetna Insurance Company of America
151 Farmington Avenue, RE4A, Hartford, Connecticut 06156
(860) 273-4686
---------------------------------------------------------
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
- - -------------------------------------------------------------------------------
The annuities covered by this registration statement are to be issued from time
to time after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [X]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
<PAGE>
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
CROSS REFERENCE SHEET
Pursuant to Regulation S-K
Item 501(b)
<TABLE>
<CAPTION>
Location in Prospectus Dated
----------------------------
May 1, 1997 and as Amended
--------------------------
Form S-2 by Supplement Dated
-------- -------------------
Item No. Information Required in Prospectus December 31, 1997
-------- ---------------------------------- ---------------
<S> <C> <C>
1 Forepart of the Registration Statement and Outside Front Cover Page
Cover Page of Prospectus............................
2 Inside Front and Outside Back Cover Cover Page
Pages of Prospectus..................................
3 Summary Information, Risk Factors and Ratio of Summary Information, and as amended;
Earnings to Fixed Charges............................ Description of Contracts, and as
amended; Financial Statements
4 Use of Proceeds...................................... Investments
5 Determination of Offering Price...................... Not Applicable
6 Dilution............................................. Not Applicable
7 Selling Security Holders............................. Not Applicable
8 Plan of Distribution................................. Distribution of the Contracts
9 Description of Securities to be Registered........... Description of the Contracts, and as amended
10 Interests of Named Experts and Counsel............... Not Applicable
11 Information with Respect to the
Registrant........................................... Not applicable
12 Incorporation of Certain Information by Reference.... Incorporation of Certain Documents by
Reference, and as amended; Experts
13 Disclosure of Commission Position on
Indemnification for Securities Act Liabilities....... Indemnification
</TABLE>
<PAGE>
AETNA INSURANCE COMPANY OF AMERICA
AETNA MULTI-RATE ANNUITY
Supplement dated December 31, 1997 to Prospectus Dated May 1, 1997
The information in this Supplement updates and amends the information contained
in the Prospectus dated May 1, 1997 (the "Prospectus") and should be read with
that Prospectus.
[bullet] Inside Cover of Prospectus - Incorporation of Certain Documents By
Reference
The following is added to the section entitled "Incorporation of Certain
Documents By Reference".
The Company's latest Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997, filed with the Commission pursuant to Section 15(d) of the
Exchange Act, is incorporated by reference into this Prospectus. Part I of Form
10-Q is part of this Supplement.
The Company's Quarterly Reports on Form 10-Q, for the quarters ending March 31,
1997 and June 30, 1997, filed with the Commission pursuant to Section 15(d) of
the Exchange Act, are incorporated by reference into this Prospectus.
[bullet] Page 5 - Summary Information
The tenth paragraph of the section entitled "Summary Information" has been
replaced with the following:
After you own your Contract for one year, you are entitled to one Special
Withdrawal per year, up to a maximum amount equal to 10% of the current value of
your Contract at the time of your withdrawal. Also, if the current value of your
Contract meets the minimum dollar amounts established by the Company, you can
arrange a program of Systematic Withdrawals. Systematic Withdrawals allow you to
withdraw specified amounts or percentages of your Contract's current value or to
withdraw amounts over specified time periods that you determine. Similarly, for
Contracts purchased as Individual Retirement Annuities, except for an Individual
Retirement Annuity under Section 408A of the Internal Revenue Code of 1986
("Roth IRA"), if you are at least age 70 1/2 and the current value of your
Contract meets the minimum dollar amounts established by the Company, you can
arrange a program of annual withdrawals through the Estate Conservation Option.
This option is designed to provide annual payments in an amount equal to the
minimum distribution that is required to be withdrawn each year under the
federal tax laws. Surrender fees do not apply to Special Withdrawals, Systematic
Withdrawals or withdrawals under the Estate Conservation Option or the Nursing
Home Waiver, but such withdrawals may be subject to taxes, penalties and
withholding taxes. (See "Federal Income Taxes.")
<PAGE>
[bullet] Page 7 - Description of Contracts
The fourth paragraph of the section entitled THE APPLICATION PROCESS has been
replaced with the following:
A Contract may be purchased as a rollover Individual Retirement Annuity by
transferring amounts previously accumulated (rollover amounts) under another
Individual Retirement Annuity or an Individual Retirement Account under Section
408 of the Internal Revenue Code of 1986 ("Tax Code"), or a retirement plan
qualified under Section 401 or 403 of the Tax Code. A Roth IRA Contract is a
special form of Individual Retirement Annuity which can accept nondeductible
contributions. When used as a Roth IRA, the Contract can only accept transfers
and rollovers from an Individual Retirement Annuity/Individual Account, subject
to ordinary income tax, or from another Roth IRA. Subject to state regulatory
approval, Roth IRA Contracts will be available on and after January 1, 1998.
[bullet] Page 10 - Withdrawals and Surrenders
The following is added to the section entitled THE ESTATE CONSERVATION OPTION.
Estate Conservation Option is not available under the Roth IRA Contract.
[bullet] Page 16 - Taxes You or Others Pay - Qualified Contracts
The following is added to the section entitled CONTRACTS PURCHASED AS A ROLLOVER
INDIVIDUAL RETIREMENT ANNUITY.
For Roth IRAs, the minimum distribution rules do not apply prior to your death.
You are not required to begin taking minimum annual distributions by April 1 of
the calendar year following the calendar year you attain age 70-1/2. The general
rule that Annuity payments may not extend beyond your life/life expectancy or
beyond the joint lives/joint life expectancies of you and your Beneficiary does
not apply to a Roth IRA. Minimum distribution rules apply to the Beneficiary at
your death.
Section 408A of the Tax Code permits eligible individuals to contribute to a
Roth IRA on an after-tax (nondeductible) basis.
Distributions from other types of qualified plans are not permitted to be
transferred or rolled over to a Roth IRA. A Roth IRA can accept
transfers/rollovers only from an IRA, subject to ordinary income tax, or from
another Roth IRA.
Any "qualified" distribution from a Roth IRA is not includible in gross income.
A "qualified" distribution is any distribution made after you have attained age
59-1/2, or on account of your death or disability, or for a qualified first-time
home purchase. A distribution will not be treated as "qualified" if it is made
within the 5-taxable year period
<PAGE>
beginning with the first taxable year for which a contribution was made. If a
distribution is not "qualified", the accumulated earnings are includible in
income.
The 10% premature distribution penalty will apply to the taxable portion of the
distribution unless one of the exceptions under the Tax Code applies. A partial
distribution will first be treated as a return of cost basis (i.e.
aggregate amount of contributions).
<PAGE>
AETNA INSURANCE COMPANY OF AMERICA
(A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
TABLE OF CONTENTS
PAGE
PART I. FINANCIAL INFORMATION (unaudited)
Item 1. Financial Statements
Statements of Income............................................... 3
Balance Sheets..................................................... 4
Statements of Changes in Shareholder's Equity...................... 5
Statements of Cash Flows........................................... 6
Condensed Notes to Financial Statements............................ 7
Independent Auditors' Review Report................................ 9
(2)
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AETNA INSURANCE COMPANY OF AMERICA
(A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
Statements of Income
(thousands)
<TABLE>
<CAPTION>
3 Months Ended September 30, 9 Months Ended September 30,
--------------------------- ----------------------------
1997 1996 1997 1996
------ ------- ------- -------
<S> <C> <C> <C> <C>
Revenue:
Charges assessed against policyholders .......... 1,760.1 $ 373.2 $4,057.5 $ 757.6
Net investment income............................ 1,975.2 341.0 4,853.0 673.5
Net realized capital gains (losses) ............. 18.5 -- 88.6 (17.1)
Other income .................................... 55.0 -- 168.4 --
-------- ------- ------- -------
Total revenue ............................. 3,808.8 714.2 9,167.5 1,414.0
Benefits and expenses:
Current and future benefits ..................... 1,622.6 533.6 4,241.8 714.8
Operating expenses .............................. 786.1 306.2 2,544.9 1,903.6
Amortization of deferred policy acquisition costs 408.8 -- 1,026.2 --
-------- ------- ------- -------
Total benefits and expenses ................ 2,817.5 839.8 7,812.9 2,618.4
Income (loss) before income
taxes (benefits) ............................... 991.3 (125.6) 1,354.6 (1,204.4)
Income taxes (benefits) ........................... 342.6 (41.1) 387.8 (363.7)
-------- ------- ------- -------
Net income (loss) ................................. $ 648.7 $ (84.5) $ 966.8 $ (840.7)
======== ======= ======== ========
</TABLE>
See Condensed Notes to Financial Statements.
(3)
<PAGE>
AETNA INSURANCE COMPANY OF AMERICA
(A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
Balance Sheets
(thousands, except share data)
<TABLE>
<CAPTION>
September 30, December 31,
Assets 1997 1996
- - ----- ------------- ------------
<S> <C> <C>
Investments:
Debt securities available for sale, at fair value
(amortized cost $112,896.5 and $24,736.8) $114,776.2 $ 24,770.3
Cash and cash equivalents 13,766.6 51,842.3
Deferred policy acquisition costs 39,049.8 21,057.0
Accrued investment income 1,683.5 325.8
Deferred tax asset 3,002.4 1,289.7
Income taxes receivable -- 1,133.2
Other assets 1,055.2 447.6
Separate accounts assets 601,301.3 303,518.6
---------- ----------
Total assets $774,635.0 $404,384.5
========== ==========
Liabilities and Shareholder's Equity
- - ------------------------------------
Liabilities:
Policyholders' funds left with the Company $133,718.4 $ 64,445.4
Other liabilities 2,025.2 4,753.2
Due to parent and affiliates 526.6 347.2
Income taxes payable 73.5 --
Separate accounts liabilities 601,301.3 303,518.6
---------- ----------
Total liabilities 737,645.0 373,064.4
---------- ----------
Shareholder's equity:
Common capital stock, par value $2,000 (1,275 shares
authorized, issued and outstanding) 2,550.0 2,550.0
Paid-in capital 32,550.0 27,550.0
Net unrealized capital gains 121.7 90.3
Retained earnings 1,768.3 1,129.8
---------- ----------
Total shareholder's equity 36,990.0 31,320.1
---------- ----------
Total liabilities and shareholder's equity $774,635.0 $404,384.5
========== ==========
</TABLE>
See Condensed Notes to Financial Statements.
(4)
<PAGE>
AETNA INSURANCE COMPANY OF AMERICA
(A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
Statements of Changes in Shareholder's Equity
(thousands)
9 Months Ended September 30,
----------------------------
1997 1996
---- ----
Shareholder's equity, beginning of period $31,320.1 $12,133.0
Capital contribution 5,000.0 --
Net change in unrealized capital gains (losses) 31.4 (102.2)
Net income (loss) 966.8 (840.7)
Other changes (328.3) --
--------- ---------
Shareholder's equity, end of period $36,990.0 $11,190.1
========= =========
See Condensed Notes to Financial Statements.
(5)
<PAGE>
AETNA INSURANCE COMPANY OF AMERICA
(A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
Statements of Cash Flows
(thousands)
<TABLE>
<CAPTION>
9 Months Ended September 30,
----------------------------
1997 1996
---- ----
<S> <C> <C>
Cash Flows from Operating Activities:
Net income (loss) $ 966.8 $ (840.7)
Adjustments to reconcile net income (loss) to net cash used for
operating activities:
Increase in accrued investment income (1,357.7) (69.7)
Increase in deferred policy acquisition costs (17,992.8) (13,657.6)
Net change in amounts due to/from parent and affiliates 179.4 (174.6)
Net (decrease) increase in other assets and liabilities (1,003.8) 5,555.5
Net decrease in income taxes (730.4) (2,782.4)
Net accretion of discount on debt securities (309.6) (61.3)
Net realized capital (gains) losses (88.6) 17.1
---------- ---------
Net cash used for operating activities (20,336.7) (12,013.7)
---------- ---------
Cash Flows from Investing Activities:
Proceeds from sales of:
Debt securities available for sale 12,012.6 2,410.0
Short-term investments 1,000.0 --
Investment maturities and repayments of:
Debt securities available for sale 2,802.9 --
Cost of investment purchases in:
Debt securities available for sale (105,029.5) (2,458.8)
Short-term investments (1,000.0) --
---------- ---------
Net cash used for investing activities (90,214.0) (48.8)
---------- ---------
Cash Flows from Financing Activities:
Deposits and interest credited for investment contracts 71,075.9 43,734.9
Withdrawal of investment contracts (3,600.8) --
Capital contribution 5,000.0 --
---------- ---------
Net cash provided by financing activities 72,475.1 43,734.9
Net (decrease) increase in cash and cash equivalents (38,075.6) 31,672.4
Cash and cash equivalents, beginning of period 51,842.3 4,044.2
---------- ---------
Cash and cash equivalents, end of period $ 13,766.6 $ 35,716.6
=========== ==========
Supplemental cash flow information:
Income taxes paid, net $ 734.0 $ 2,232.0
=========== ==========
</TABLE>
See Condensed Notes to Financial Statements.
(6)
<PAGE>
AETNA INSURANCE COMPANY OF AMERICA
(A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
Condensed Notes to Financial Statements
1. Basis of Presentation
---------------------
Aetna Insurance Company of America (the "Company") is a stock life insurance
company organized in 1990 under the insurance laws of Connecticut and is a
wholly owned subsidiary of Aetna Life Insurance and Annuity Company
("ALIAC"). ALIAC is a wholly owned subsidiary of Aetna Retirement Holdings,
Inc. ("HOLDCO"). HOLDCO is a wholly owned subsidiary of Aetna Retirement
Services, Inc., whose ultimate parent is Aetna Inc.("Aetna").
The financial statements have been prepared in accordance with generally
accepted accounting principles and are unaudited. Certain reclassifications
have been made to 1996 financial information to conform to the 1997
presentation. These interim statements necessarily rely heavily on
estimates, including assumptions as to annualized tax rates. In the opinion
of management, all adjustments necessary for a fair statement of results for
the interim periods have been made. All such adjustments are of a normal,
recurring nature. The accompanying condensed financial statements should be
read in conjunction with the financial statements and related notes as
presented in the Company's 1996 Annual Report on Form 10-K. Certain
financial information that is normally included in annual financial
statements prepared in accordance with generally accepted accounting
principles, but that is not required for interim reporting purposes, has
been condensed or omitted.
2. Future Applications of Accounting Standards
-------------------------------------------
Financial Accounting Standard ("FAS") No. 125, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, was issued
in June 1996 and provides accounting and reporting standards for transfers
of financial assets and extinguishments of liabilities.
FAS No. 125 is effective for 1997 financial statements; however, certain
provisions relating to accounting for repurchase agreements and securities
lending are not effective until January 1, 1998. Provisions effective in
1997 did not have a material effect on the Company's financial position or
results of operations. The Company does not expect adoption of this
statement for provisions effective in 1998 to have a material effect on its
financial position or results of operations.
(7)
<PAGE>
AETNA INSURANCE COMPANY OF AMERICA
(A wholly owned subsidiary of Aetna Life Insurance and Annuity Company)
Condensed Notes to Financial Statements
(Continued)
2. Future Applications of Accounting Standards (Continued)
-------------------------------------------------------
FAS No. 130, Reporting Comprehensive Income, was issued in June 1997 and
establishes standards for the reporting and presentation of comprehensive
income and its components in a full set of financial statements.
Comprehensive income encompasses all changes in shareholder's equity (except
those arising from transactions with owners) and includes net income, net
unrealized capital losses on available for sale securities. As this new
standard only requires additional information in a financial statement, it
will not affect the Company's financial position or results of operations.
FAS No. 130 is effective for fiscal years beginning after December 15, 1997,
with earlier application permitted. The Company is currently evaluating the
presentation alternatives permitted by the statement.
3. Benefit Plans
-------------
As of March 31, 1997, ALIAC transferred to the Company, approximately $505.0
thousand of accrued liabilities, primarily related to the allocation of
pension and postretirement benefit expenses that had been previously
allocated to ALIAC. The after-tax amount of this transfer (approximately
$328.3 thousand) is reported as a reduction of retained earnings.
4. Litigation
----------
The Company is not currently involved in litigation.
5. Shareholder's Equity
--------------------
On June 26, 1997, the Company received a $5.0 million capital contribution
from ALIAC.
(8)
<PAGE>
Independent Auditors' Review Report
The Board of Directors
Aetna Insurance Company of America:
We have reviewed the accompanying condensed balance sheet of Aetna Insurance
Company of America as of September 30, 1997, and the related condensed
statements of income for the three-month and nine-month periods ended September
30, 1997 and 1996, and the related condensed statements of changes in
shareholder's equity and cash flow for the nine-month periods ended September
30, 1997 and 1996. These condensed financial statements are the responsibility
of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of Aetna Insurance Company of America as of
December 31, 1996, and the related statements of income, changes in
shareholder's equity, and cash flows for the year then ended (not presented
herein); and in our report dated March 20, 1997, we expressed an unqualified
opinion on those financial statements. In our opinion, the information set forth
in the accompanying condensed balance sheet as of December 31, 1996, is fairly
presented, in all material respects, in relation to the balance sheet from which
it has been derived.
/s/ KPMG PEAT MARWICK LLP
November 3, 1997
Hartford, Connecticut
(9)
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
- - ---------------------------------------------------------
Not Applicable
Item 15. Indemnification of Directors and Officers
- - -------------------------------------------------------
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 16. Exhibits and Financial Statement Schedules
- - --------------------------------------------------------
Exhibit No.
(1) Principal Underwriting Agreement between Aetna Insurance Company
of America and Aetna Life Insurance and Annuity Company(1)
(1)(b) First Amendment to Principal Underwriting Agreement between Aetna
Insurance Company of America and Aetna Life Insurance and Annuity
Company(1)
<PAGE>
(4) Instruments Defining the Rights of Security Holders:
(a) Group Annuity Contract (Form No. G2-MGA-95)(2)
(b) Individual Annuity Contract (Form No. I2-MGA-95)(3)
(c) Certificate (G2CC-MGA-95) to Group Annuity Contract Form No.
G2-MGA-95
(d) Endorsement (E2-MGAIRA-95-2) to Group Annuity Contract Form No.
G2-MGA-95 and Certificate No. G2CC-MGA-95
(e) Endorsement (E2-MGAROTH-97) to Group Annuity Contract Form No.
G2-MGA-95 and Certificate No. G2CC-MGA-95
(5) Opinion as to Legality
(10) Material contracts are listed under exhibit 10 in the Company's
Form 10-K for the fiscal year ended December 31, 1996 (File No.
33-81010), as filed electronically with the Commission on March
28, 1997 (Accession No. 0000912057-97-010856). Each of the
exhibits so listed is incorporated by reference as indicated in
the Form 10-K
(15) Letter Re Unaudited Interim Financial Information
(23)(a) Consent of Independent Auditors
(b) Consent of Counsel (see Exhibit 5)
(24)(a) Powers of Attorney(4)
(b) Certificate of Resolution Authorizing Signature by Power of
Attorney(5)
(27) Financial Data Schedule
Exhibits other than these listed are omitted because they are not required or
are not applicable.
1. Incorporated by reference to Registration Statement on Form S-1 (File No.
333-22723), as filed electronically on March 4, 1997 (Accession No.
0000950146-97-000292).
2. Incorporated by reference to Registration Statement on Form S-2 (File No.
33-63657), as filed electronically on October 25, 1995 (Accession No.
0000908634-95-000104).
3. Incorporated by reference to Pre-Effective Amendment No. 3 to Registration
Statement on Form S-2 (File No. 33-63657), as filed electronically on
January 17, 1996 (Accession No. 0000908634-96-000004).
4. The power of attorney for Thomas J. McInerney is incorporated by reference
to Post-Effective Amendment No. 2 to Registration Statement on Form S-2
(File No. 333-22723), as filed electronically on November 18, 1997
(Accession No. 0000950146-97-001763). The power of attorney for all other
signatories is incorporated by reference to Post-Effective Amendment No. 5
to Registration Statement on Form N-4 (File No. 33-59749), as filed
electronically on July 29, 1997 (Accession No. 0000950146-97-001105).
5. Incorporated by reference to Registration Statement on Form N-4 (File No.
33-59749), as filed electronically on June 1, 1995 (Accession No.
0000950109-95-002138).
<PAGE>
Item 17. Undertakings
- - --------------------------
The undersigned registrant hereby undertakes as follows, pursuant to Item
512 of Regulation S-K:
(a) Rule 415 offerings:
(1) To file, during any period in which offers or sales of the
registered securities are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material changes to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(h) Request for Acceleration of Effective Date:
Insofar as indemnification for liabilities 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 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.
Item 18. Financial Statements and Schedules
- - ------------------------------------------------
Not Applicable
<PAGE>
33-63657.doc
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Post-Effective
Amendment to the Registration Statement on Form S-2 (File No. 33-63657) to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of Hartford, State of Connecticut, on this 24th day of November, 1997.
By: AETNA INSURANCE COMPANY OF AMERICA
By: Thomas J. McInerney*
----------------------------------
Thomas J. McInerney
President
Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to Registration Statement on Form S-2 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 )
)
Deborah Koltenuk* Director and Treasurer ) November
- - ----------------------------- (principal accounting and financial officer) ) 24, 1997
Deborah Koltenuk )
)
Christine C. Marcks* Director )
- - ----------------------------- )
Christine C. Marcks )
)
Shaun P. Mathews* Director )
- - ----------------------------- )
Shaun P. Mathews )
</TABLE>
By: /s/ Julie E. Rockmore
--------------------------------------
Julie E. Rockmore
*Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- - ----------- ------- ----
<S> <C> <C>
(1)(a) Principal Underwriting Agreement between the Company and Aetna Life *
Insurance and Annuity Company
(1)(b) First Amendment to Principal Underwriting Agreement between the Company and *
Aetna Life Insurance and Annuity Company
(4)(a) Group Annuity Contract (Form No. G2-MGA-95) *
(4)(b) Individual Annuity Contract (Form No. I2-MGA-95) *
(4)(c) Certificate (G2CC-MGA-95) to Group Annuity Contract Form
No. G2-MGA-95
------------
(4)(d) Endorsement (E2-MGAIRA-95-2) to Group Annuity Contract Form No. G2-MGA-95
and Certificate No. G2CC-MGA-95 ------------
(4)(e) Endorsement (E2-MGAROTH-97) to Group Annuity Contract Form No. G2-MGA-95 and
Certificate No. G2CC-MGA-95
------------
(5) Opinion as to Legality
------------
(10) Material contracts are listed under exhibit 10 in the Company's Form 10-K *
for the fiscal year ended December 31, 1996 (File No. 33-81010), as filed
electronically with the Commission on March 28, 1997 (Accession No.
0000912057-97-010856). Each of the exhibits so listed is incorporated by
reference as indicated in the Form 10-K
(15) Letter Re Unaudited Interim Financial Information
------------
(23)(a) Consent of Independent Auditors
------------
(23)(b) Consent of Counsel (see Exhibit 5) *
(24)(a) Powers of Attorney *
(24)(b) Certificate of Resolution Authorizing Signature by Power of Attorney *
(27) Financial Data Schedule
------------
</TABLE>
*Incorporated by reference
------------------------------------------
Aetna Insurance Company of America
Home Office: 151 Farmington Avenue
Hartford, Connecticut 06156
(800) 531-4547
A Stock Company
Aetna Insurance Company of America, herein
called Aetna, agrees to pay the benefits
stated in this Contract.
- - --------------------------------------------------------------------------------
Certificate of Group Annuity To the Certificate Holder:
Coverage
Aetna certifies that coverage is in force
for you under the stated Group Annuity
Contract and Certificate numbers. All data
shown here is taken from Aetna records and
is based upon information furnished by
you.
This Certificate is a summary of the Group
Annuity Contract provisions. It replaces
any and all prior certificates, riders, or
amendments issued to you under the stated
Contract and Certificate numbers. This
Certificate is for information only and is
not a part of the Contract.
- - --------------------------------------------------------------------------------
Right to Cancel You may cancel the Account evidenced by
this Certificate within 10 days of
receiving it, by sending a written notice
to Aetna at the above address or to the
agent from whom it was purchased.
Aetna will return all payments made for
this Certificate within 7 days after it
receives the notice of cancellation and
this Certificate.
/s/ Dan Kearney /s/ Maria F. McKeon
President Secretary
- - --------------------------------------------------------------------------------
Certificate Holder(s) Certificate No.
SPECIMEN SPECIMEN
- - --------------------------------------------------------------------------------
Contract Holder Group Annuity Contract No.
E.G. ANY BROKER SPECIMEN
- - --------------------------------------------------------------------------------
Annuitant Name Type of Plan
JOHN DOE JR. SPECIMEN
- - --------------------------------------------------------------------------------
THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT FORMULA. APPLICATION OF A
MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN INCREASE OR DECREASE IN THE
CURRENT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT APPLY TO A
GUARANTEED PERIOD AT THE TIME OF ITS MATURITY.
G2CC-MGA-95
<PAGE>
Specifications
- - --------------------------------------------------------------------------------
Guaranteed Interest There is a guaranteed interest rate for the
Rate Purchase Payment held in the AMG Account. (See
Contract Schedule I).
- - --------------------------------------------------------------------------------
Deduction from The Purchase Payment may be subject to a
Purchase Payment deduction for premium taxes, if applicable. (See
3.01.)
- - --------------------------------------------------------------------------------
Surrender Fee There may be a charge deducted upon surrender.
(See Contract Schedule I).
2
<PAGE>
Contract Schedule I
Accumulation Period
AICA Modified Guaranteed Account (AMG Account)
- - --------------------------------------------------------------------------------
Minimum Guaranteed [3.0%]
Interest Rate:
(effective annual rate of return)
Maintenance Fee: The annual Maintenance Fee is [$0.]
[If the Account's Current Value is
[$50,000] or more on the date the
Maintenance Fee is to be deducted, the
Maintenance Fee is $0.]
Annuity Date: The Annuity Date will be the later of
the date the Annuitant reaches age [85]
or the [10th] anniversary of the
Purchase Payment.
Minimum Purchase Payment: [$10,000.]
Maximum Purchase Payment: Purchase Payments exceeding [$1,000,000]
must be approved by Aetna.
Minimum Guaranteed Period [$1,000.]
Allocation Amount:
Maximum Age of Certificate Holder [90.] If there are joint Certificate
at Issue: Holders, the age of the oldest
Certificate Holder cannot exceed [90.]
<TABLE>
<CAPTION>
Surrender Fee: Length of Time from Surrender Fee
Certificate Effective Date (Percentage of Net
(Years) Purchase Payment
Withdrawn)
<S> <C> <C>
Less than 1 year 7%
1 year but less than 2 7%
2 years but less than 3 6%
3 years but less than 4 6%
4 years but less than 5 5%
5 years but less than 6 4%
6 years but less than 7 2%
7 years or more 0%
After seven years have elapsed from the certificate effective date, the
Surrender Fee will no longer be assessed.
</TABLE>
Special Withdrawal: [10%]
Systematic Withdrawal Option The specified payment or specified
(SWO): percentage may not be greater than
[10%.]
See 1. GENERAL DEFINITIONS for explanations.
3
<PAGE>
Contract Schedule II
Annuity Period
Fixed Annuity
- - --------------------------------------------------------------------------------
Minimum Guaranteed Interest Rate: [3.0%]
(effective annual rate of return):
See 1. GENERAL DEFINITIONS for explanations.
4
<PAGE>
TABLE OF CONTENTS
I. GENERAL DEFINITIONS
- - --------------------------------------------------------------------------------
Page
1.01 Account...............................................................7
1.02 Accumulation Period...................................................7
1.03 Adjusted Current Value................................................7
1.04 Annuitant.............................................................7
1.05 Annuity...............................................................7
1.06 Annuity Date..........................................................7
1.07 Beneficiary...........................................................7
1.08 Certificate Holder....................................................7
1.09 Code..................................................................7
1.10 Contract..............................................................7
1.11 Contract Holder.......................................................7
1.12 Current Value.........................................................8
1.13 Deposit Period........................................................8
1.14 Entire Contract.......................................................8
1.15 Fixed Annuity.........................................................8
1.16 General Account.......................................................8
1.17 Guaranteed Rates - AMG Account........................................8
1.18 Guaranteed Period.....................................................8
1.19 Guaranteed Period Groups..............................................8
1.20 Maintenance Fee.......................................................9
1.21 AICA Modified Guaranteed Account (AMG Account)........................9
1.22 Market Value Adjustment (MVA).........................................9
1.23 Matured Period Value..................................................9
1.24 Maturity Date.........................................................9
1.25 Net Purchase Payment..................................................9
1.26 Nonunitized Separate Account..........................................9
1.27 Purchase Payment......................................................9
1.28 Reinvestment..........................................................9
1.29 Surrender Value......................................................10
II. GENERAL PROVISIONS
- - --------------------------------------------------------------------------------
2.01 Change of Contract...................................................10
2.02 Nonparticipating Contract............................................10
2.03 Payments and Elections...............................................10
2.04 State Laws...........................................................10
2.05 Control of Contract..................................................10
2.06 Designation of Beneficiary...........................................11
2.07 Misstatements and Adjustments........................................11
5
<PAGE>
Page
2.08 Incontestability.....................................................11
2.09 Individual Certificates..............................................11
III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- - --------------------------------------------------------------------------------
3.01 Net Purchase Payment.................................................11
3.02 Market Value Adjustment..............................................11
3.03 Notice to the Certificate Holder.....................................12
3.04 Loans................................................................12
3.05 Systematic Withdrawal Option (SWO)...................................13
3.06 Death Benefit Amount.................................................14
3.07 Death Benefit Options available to Beneficiary.......................14
3.08 Liquidation of Surrender Value.......................................15
3.09 Surrender Fee........................................................16
3.10 Payment of Surrender Value...........................................16
3.11 Payment of Adjusted Current Value....................................16
IV. ANNUITY PROVISIONS
- - --------------------------------------------------------------------------------
4.01 Choices to be Made...................................................17
4.02 Terms of Annuity Options.............................................17
4.03 Death of Annuitant/Beneficiary.......................................18
4.04 Annuity Options......................................................18
6
<PAGE>
I. GENERAL DEFINITIONS
- - --------------------------------------------------------------------------------
1.01 Account: A record established for each
Certificate Holder to maintain the value
of the Net Purchase Payment held on
his/her behalf during the Accumulation
Period.
1.02 Accumulation Period: The period during which the Net Purchase
Payment is applied to an Account to
provide future Annuity payment(s).
1.03 Adjusted Current Value: The Current Value of an Account plus or
minus any aggregate AMG Account MVA, if
applicable. (see 1.22)
1.04 Annuitant: The person named by the Certificate
Holder whose life is measured for
purposes of the guaranteed death benefit
and the duration of Annuity payments
under this Contract. Subject to Aetna's
approval, the Annuitant may be changed
by the Certificate Holder by notifying
Aetna in writing prior to the Annuity
Date of an Account.
1.05 Annuity: Payment of an income:
(a) For the life of one or two persons;
(b) For a stated period; or
(c) For some combination of (a) and (b).
1.06 Annuity Date: The date on which Annuity payments begin
under an Annuity option elected by the
Certificate Holder. (see 4.01) The
Annuity Date is shown on Contract
Schedule I. The Certificate Holder may
change this date by notifying Aetna at
least 30 days prior to the Annuity Date.
1.07 Beneficiary: The person(s) entitled to receive death
benefits under the terms of this
Contract.
1.08 Certificate Holder: A person who purchases an interest in
this Contract as evidenced by a
certificate. Aetna reserves the right to
limit Account ownership to natural
persons. If more than one Certificate
Holder owns an Account, each Certificate
Holder will be a joint Certificate
Holder. Any joint Certificate Holder
must be the spouse of the other joint
Certificate Holder. Joint Certificate
Holders have joint ownership rights and
both must authorize exercising any
ownership rights unless Aetna allows
otherwise.
1.09 Code: The Internal Revenue Code of 1986, as it
may be amended from time to time.
1.10 Contract: This agreement between Aetna and the
Contract Holder.
1.11 Contract Holder: The entity to which the Contract is
issued.
7
<PAGE>
1.12 Current Value: The Net Purchase Payment plus any
interest credited; less all Maintenance
Fees deducted, any amounts surrendered
and any amounts applied to an Annuity.
1.13 Deposit Period: A calendar week, a calendar month, a
calendar quarter, or any other period of
time specified by Aetna during which the
Net Purchase Payment and Reinvestments
are accepted into the AMG Account for
one or more Guaranteed Periods. Aetna
reserves the right to extend the Deposit
Period.
1.14 Entire Contract: The Contract, all attached pages and any
subsequent endorsements make up the
Entire Contract.
1.15 Fixed Annuity: An Annuity with payments that do not
vary in amount based on investment
performance.
1.16 General Account: The Account holding the assets of Aetna,
other than those assets held in Aetna's
separate accounts.
1.17 Guaranteed Rates -- AMG Aetna will declare the interest rate
Account: applicable for each Guaranteed Period at
the start of the Deposit Period for that
applicable Guaranteed Period. The
rate(s) are guaranteed by Aetna for that
Deposit Period and the ensuing
Guaranteed Period(s). The Guaranteed
Rates are effective annual rates of
return. That is, interest is credited
daily at a rate that will produce the
Guaranteed Interest Rate over the period
of a year. No Guaranteed Rate will ever
be less than the Minimum Guaranteed
Interest Rate shown on Contract Schedule
I.
For Guaranteed Periods of one year or
less, one Guaranteed Rate is credited
for the full Guaranteed Period. For
longer Guaranteed Periods, an initial
Guaranteed Rate is credited from the
date of deposit to the end of a
specified period within the Guaranteed
Period. There may be different
Guaranteed Rate(s) declared at the
beginning of the Deposit Period for
subsequent specified time intervals
throughout the Guaranteed Period.
1.18 Guaranteed Period: The period of time for which Guaranteed
Rates are guaranteed on the Net Purchase
Payment and Reinvestments made during a
current Deposit Period. Such period
begins on the day following the close of
the Deposit Period and ends on the
designated Maturity Date. Guaranteed
Periods are offered at Aetna's
discretion for various lengths of time
ranging up to and including twenty
years.
During a Deposit Period, Aetna may make
available any number of Guaranteed
Periods. The Certificate Holder may
allocate the Net Purchase Payment or
Reinvestment into any or all of the
available Guaranteed Periods.
1.19 Guaranteed Period Groups: All Guaranteed Periods with the same
length of time from the close of the
Deposit Period until the designated
Maturity Date.
8
<PAGE>
1.20 Maintenance Fee: The Maintenance Fee, if any (see
Contract Schedule I), will be deducted
from the Account during the Accumulation
Period on each anniversary of the date
the Account is established and upon
surrender of the entire Account.
1.21 AICA Modified Guaranteed An accumulation option where Aetna
Account (AMG Account): guarantees rate(s) of interest for
specified periods of time. All assets
of Aetna, including amounts in the
Nonunitized Separate Account, are
available to meet the guarantees under
the AMG Account.
1.22 Market Value Adjustment An adjustment that may apply to the
(MVA): amount withdrawn from a Guaranteed
Period prior to the end of that
Guaranteed Period. The adjustment
reflects the change in the value of the
investment due to changes in interest
rates since the date of deposit and is
computed using the formula given in
3.02. The adjustment is expressed as a
percentage or a factor of each dollar
being withdrawn.
1.23 Matured Period Value: The amount payable on a Guaranteed
Period's Maturity Date.
1.24 Maturity Date: The last day of a Guaranteed Period.
1.25 Net Purchase Payment: The Purchase Payment less premium taxes,
as applicable.
1.26 Nonunitized Separate A separate account set up by Aetna under
Account: Title 38, Section 38a-433, of the
Connecticut General Statutes, that holds
assets for AMG Account Guaranteed
Periods. There are no discrete units for
the AMG Account. The Certificate Holder
does not participate in the investment
gain or loss from the assets held in the
Nonunitized Separate Account. Such gain
or loss is borne entirely by Aetna. The
assets held in the AMG Account may be
chargeable with liabilities arising out
of any other business of Aetna.
1.27 Purchase Payment: Payment accepted by Aetna at its Home
Office. Aetna reserves the right to
refuse to accept any Purchase Payment at
any time for any reason. No advance
notice will be given to the Contract
Holder.
1.28 Reinvestment: Aetna will notify the Certificate Holder
of the approaching Maturity Date at
least 18 calendar days prior to the end
of any Guaranteed Period. If no specific
direction is given by the Certificate
Holder prior to the Maturity Date, each
Matured Period Value will be reinvested
on the Maturity Date for a Guaranteed
Period of the same duration. If a
Guaranteed Period of the same duration
is unavailable, each Matured Period
Value will automatically be reinvested
on the Maturity Date for the next
shortest Guaranteed Period available. If
no shorter Guaranteed Period is
available, the next longer Guaranteed
Period will be used. Aetna will mail a
confirmation statement to the
Certificate Holder the next business day
after the Maturity Date.
9
<PAGE>
1.28 Reinvestment (Cont'd): At any time prior to the Maturity Date,
the Certificate Holder may request in
writing a reinvestment of the Matured
Period Value in a different Guaranteed
Period(s) or a surrender of all or a
part of the Matured Period Value without
an MVA or Surrender Fee. Such request
will be executed on the Maturity Date.
If reinvesting in a different Guaranteed
Period(s), all or part of the Matured
Period Value will be reinvested in the
elected Guaranteed Period(s) at the then
prevailing rate(s). This provision only
applies to a written request from the
Certificate Holder received at Aetna's
Home Office in good order at least five
(5) days prior to the Maturity Date.
1.29 Surrender Value: The amount payable by Aetna upon the
surrender of all or any portion of an
Account.
II. GENERAL PROVISIONS
- - --------------------------------------------------------------------------------
2.01 Change of Contract: Only an authorized officer of Aetna may
change the terms of this Contract. Aetna
reserves the right to modify this
Contract to meet the requirements of
applicable state and federal laws or
regulations. Aetna will notify the
Contract Holder and Certificate Holder
in writing of any changes.
2.02 Nonparticipating Contract: The Contract Holder, Certificate Holders
or Beneficiaries will not have a right
to share in the earnings of Aetna.
2.03 Payments and Elections: While the Certificate Holder is living,
Aetna will pay the Certificate Holder
any Annuity payments as and when due.
After the Certificate Holder's death, or
at the death of the first Certificate
Holder if the Account is owned jointly,
any Annuity payments will be paid in
accordance with 4.03. Aetna will make
any other payments within seven (7)
calendar days of receipt of a written
request for payment, which is in good
order, at its Home Office, except as
provided in 3.10.
2.04 State Laws: The Contract and the certificates comply
with the laws of the state in which they
are delivered. Any surrender, death, or
Annuity payments are equal to or greater
than the minimum required by such laws.
Annuity tables for legal reserve
valuation shall be as required by state
law. Such tables may be different from
Annuity tables used to determine Annuity
payments.
2.05 Control of Contract: This is a Contract between the Contract
Holder and Aetna. The Contract Holder
has title to the Contract. Contract
Holder rights are limited to accepting
or rejecting Contract modifications. The
Certificate Holder has all other rights
to amounts held in his or her Account.
2.05 Control of Contract Each Certificate Holder shall own all
(Cont'd): amounts held in his or her Account. Each
Certificate Holder may make any choices
allowed by this Contract for his or her
Account. Choices made under this
Contract must be in writing. If the
Account is owned jointly, both joint
Certificate Holders must authorize any
choices in writing. Until receipt of
such choices at Aetna's Home Office,
Aetna may rely on any previous choices
made.
10
<PAGE>
The Contract is not subject to the
claims of any creditors of the Contract
Holder or the Certificate Holder, except
to the extent permitted by law.
The Certificate Holder may assign or
transfer his or her rights under the
Contract. Aetna reserves the right not
to accept assignment or transfer to a
nonnatural person. Any assignment or
transfer made must be submitted to
Aetna's Home Office in writing and will
not be effective until accepted by
Aetna. Aetna assumes no responsibility
for the validity of any assignment.
2.06 Designation of Each Certificate Holder shall name his
Beneficiary: or her Beneficiary. The Beneficiary may
be changed at any time. Changes to a
Beneficiary must be submitted to Aetna's
Home Office in writing and will not be
effective until received and recorded by
Aetna.
2.07 Misstatements and If Aetna finds the age of any Annuitant
Adjustments: to be misstated, the correct facts will
be used to adjust payments.
2.08 Incontestability: Aetna will not contest this Contract
from its effective date.
2.09 Individual Certificates: Aetna shall issue a certificate to each
Certificate Holder. The certificate
will summarize certain provisions of
the Contract. Certificates are for
information only and are not a part of
the Contract, except as evidence of the
Certificate Holder's interest in the
Contract.
III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- - --------------------------------------------------------------------------------
3.01 Net Purchase Payment: This amount is the actual Purchase
Payment less any applicable premium tax.
Aetna reserves the right to deduct any
premium tax at any time from the
Purchase Payment or from the Certificate
Holder's Account.
The Certificate Holder shall designate,
on the enrollment form, the allocation
percentage of the Net Purchase Payment
to be applied to each of the available
Guaranteed Periods during the current
Deposit Period(s). The minimum amount
that may be allocated to any Guaranteed
Period is shown on Contract Schedule I.
3.02 Market Value Adjustment: There will be an MVA for any withdrawal
before the end of a Guaranteed Period
when the withdrawal is due to:
3.02 Market Value Adjustment (a) Any full or partial surrender,
(Cont'd): but not for a partial withdrawal
under the Systematic Withdrawal
Option (see 3.05); or
(b) Payment made to a Beneficiary as
a death benefit during the
Accumulation Period, but not
payment made within six months
of the date of the Annuitant's
death (see 3.06); or
(c) An election of an Annuity
option. Only a positive MVA, if
any, will apply upon election of
option 2 or 3 (see 4.04).
11
<PAGE>
Market value adjusted amounts will be
equal to the amount withdrawn multiplied
by the following ratio:
x
---
365
(1 + i)
-----------
x
---
365
(1 + j)
Where:
i is the Deposit Period Yield
j is the Current Yield
x is the number of days
remaining, (computed from
Wednesday of the week of
withdrawal) in the
Guaranteed Period.
The Deposit Period Yield will be
determined as follows:
(a) At the close of the last
business day of each week of the
Deposit Period, a yield will be
computed as the average of the
yields on that day of U.S.
Treasury Notes which mature in
the last three months of the
Guaranteed Period.
(b) The Deposit Period Yield is the
average of those yields for the
Deposit Period. If withdrawal is
made before the close of the
Deposit Period, it is the
average of those yields on each
week preceding withdrawal.
The Current Yield is the average of the
yields on the last business day of the
week preceding withdrawal on the same
U.S. Treasury Notes included in the
Deposit Period Yield.
In the event that no U.S. Treasury Notes
which mature in the last three months of
the Guaranteed Period exist, Aetna
reserves the right to use the U.S.
Treasury Notes that mature in the
following quarter.
3.03 Notice to the Certificate The Certificate Holder will receive
Holder: statements at least annually from Aetna
showing the value of any amounts held in
the AMG Account.
Such values will be as of a specific
date no more than 60 days before the
date of the notice.
3.04 Loans: Loans are not available under this
Contract.
12
<PAGE>
3.05 Systematic Withdrawal Option The Certificate Holder may elect a
(SWO): distribution option under which a
portion of the Account's Current Value
will automatically be surrendered and
distributed each year. SWO payments will
be calculated based on the Account's
full Current Value. The distributed
amount is withdrawn pro rata from each
Guaranteed Period(s). A Surrender Fee
will not be deducted from any portion of
the Current Value which is paid as a
distribution under SWO.
Certificate Holders should consult their
tax adviser prior to requesting this
distribution option.
(a) Amount of Distribution: The
Certificate Holder may elect one
of the three payment methods
described below.
(1) Specified Payment:
Payments of a designated
dollar amount. The annual
amount may not be greater
than the percentage shown
on Contract Schedule I
times the Current Value
at time of election. This
annual dollar amount will
remain constant. At its
discretion, Aetna may
require a minimum initial
payment amount;
(2) Specified Period:
Payments which are made
over a period of time
which must be at least 10
years. The annual amount
paid each year is
calculated by dividing
the Current Value as of
December 31 of the prior
year by the number of
payment years remaining;
or
(3) Specified Percentage:
Payment of a designated
percentage which cannot
be greater than the
percentage shown on
Contract Schedule I. The
percentage may be changed
by written request. Aetna
reserves the right to
limit the number of times
the percentage may be
changed. The annual
amount is calculated by
multiplying the Current
Value as of December 31
of the year prior to the
payment by the designated
percentage.
Payments upon the Certificate
Holder's or Annuitant's death
will be made to the Beneficiary
in the manner described in 3.07.
3.05 Systematic Withdrawal Option (b) Minimum Initial Current Value:
(SWO) (Cont'd): At its discretion, Aetna may
require a minimum initial
Current Value for election of
this option. If after election
of this option the Current Value
is insufficient to make a
scheduled SWO payment, Aetna
will distribute the entire
Account balance.
13
<PAGE>
(c) Date of Distribution: The
Certificate Holder shall specify
the initial distribution date.
As elected by the Certificate
Holder, SWO payments will be
made on a monthly or quarterly
basis unless Aetna allows
otherwise. If SWO payments are
made more frequently than
annually, the designated annual
amount is divided by the number
of payments due each calendar
year. Subsequent distributions
will be made on the 15th of any
month or such other date as
Aetna may designate or allow.
(d) Election and Revocation: SWO may
be elected by submitting a
completed and signed election
form to Aetna's Home Office.
Aetna reserves the right to
establish the date when SWO may
first be elected by a
Certificate Holder. Once
elected, this option may be
revoked by the Certificate
Holder or spousal Beneficiary,
if elected after the Certificate
Holder's death, by submitting a
written request to Aetna at its
Home Office. Any revocation will
apply only to amounts not yet
paid. SWO may be elected only
once by the Certificate Holder
or by the spousal Beneficiary.
3.06 Death Benefit Amount: If the Certificate Holder or Annuitant
dies before Annuity payments start, the
Beneficiary is entitled to a death
benefit under the Account. If the
Account is owned jointly, the death
benefit is paid at the first death of
either of the joint Certificate Holders.
If the Account is held by joint
Certificate Holders, the survivor will
be deemed the designated Beneficiary and
any other Beneficiary on record will be
treated as the contingent Beneficiary.
If the Certificate Holder is a
nonnatural person, the death benefit
will be payable at the death of the
Annuitant.
If paid within 6 months of the date of
the Annuitant's death, the death benefit
will be the Current Value of the
Account. Otherwise, the death benefit
will be the Adjusted Current Value of
the Account determined as of the claim
date. The claim date is the date when
proof of death and the Beneficiary's
claim are received in good order at
Aetna's Home Office.
When the Certificate Holder dies and the
Certificate Holder is not the Annuitant,
the death benefit payable will be
subject to a Surrender Fee, if
applicable.
3.07 Death Benefit Options Prior to any election, or until amounts
available to Beneficiary: must be otherwise distributed under this
section, the Current Value of the
Account will be retained in the Account.
The following options are available to
the Beneficiary:
3.07 Death Benefit Options (a) When the Certificate Holder dies
available to Beneficiary or if the Certificate Holder is
(Cont'd): not a natural person, when the
Annuitant dies:
14
<PAGE>
(1) If the Beneficiary is the
Certificate Holder's
surviving spouse, the
Beneficiary may exercise
all Certificate Holder
rights under the Contract
and continue in the
Accumulation Period, or
may elect (i) or (ii)
below. Distributions from
the Account are not
required until the
spousal Beneficiary's
death. The spousal
Beneficiary may elect to:
(i) Apply some or all of
the death benefit
amount to an Annuity
option 1, 2 or 3
(see 4.04); or
(ii) Receive, at any
time, a lump sum
payment equal to the
death benefit
amount.
(2) If the Beneficiary is an
individual who is not the
Certificate Holder's
surviving spouse, then
options (i) or (ii) under
(1) above apply. Any
portion of the death
benefit amount not
applied to Annuity option
1, 2 or 3 within one year
of the Certificate
Holder's death, must be
distributed within five
years of the date of
death.
(3) If the Beneficiary is not
a natural person, then
only option (ii) under
(1) above applies.
(4) If no Beneficiary has
been designated, a lump
sum payment equal to the
death benefit amount will
be made to the
Certificate Holder's
estate.
(b) If the Certificate Holder is a
natural person but is not the
Annuitant, and the Annuitant
dies, the Beneficiary may elect
either to apply the death
benefit amount to Annuity option
1, 2 or 3 within 60 days of the
Annuitant's date of death, or to
receive a lump sum payment.
3.08 Liquidation of Surrender All or any portion of the Account's
Value: Current Value may be surrendered at any
time prior to the Annuity Date.
Surrender requests can be submitted as a
percentage of the Account value or as a
specific dollar amount. Net Purchase
Payment amounts are withdrawn first, and
then the excess value, if any. For any
partial surrender, amounts are withdrawn
on a pro rata basis from the Guaranteed
Period(s) Groups of the AMG Account in
which the Current Value is invested.
Within a Guaranteed Period Group, the
amount to be surrendered will be
withdrawn first from the oldest Deposit
Period, then from the next oldest, and
so on until the amount requested is
satisfied.
3.08 Liquidation of Surrender After deduction of the Maintenance Fee
Value (Cont'd): and any premium tax, if applicable, the
surrendered amount shall be reduced by a
Surrender Fee, if applicable. An MVA may
apply to amounts surrendered.
15
<PAGE>
3.09 Surrender Fee: The Surrender Fee only applies to the
Net Purchase Payment portion surrendered
and varies according to the elapsed
time from the certificate effective date
(see Contract Schedule I).
No Surrender Fee is deducted from any
portion of the Current Value which is
paid:
(a) To a Beneficiary due to the
Annuitant's death before Annuity
payments start (see 3.06);
(b) As a premium for an Annuity
option 1, 2 or 3 under this
Contract (see 4.04);
(c) As a distribution under the SWO
provision (see 3.05);
(d) At least 12 months after the
date of the Purchase Payment, in
an amount equal to or less than
the special withdrawal
percentage shown on Contract
Schedule I times the Current
Value at the time of the
withdrawal. This applies to the
first surrender request, partial
or full, in a calendar year. The
Current Value is calculated as
of the date the surrender
request is received in good
order at Aetna's Home Office.
This waiver is not available to
the Certificate Holder while SWO
is in effect;
(e) For a full surrender of the
Account where the Current Value
of the Account is $2,500 or less
and no surrenders have been
taken from the Account within
the prior 12 months; or
(f) Upon withdrawal of any Matured
Period Value; or
(g) By Aetna under 3.11.
3.10 Payment of Surrender Value: Under certain emergency conditions, as
allowed by law, Aetna may defer payment
for a period of up to 6 months.
3.11 Payment of Adjusted Current Upon 90 days' written notice to the
Value: Certificate Holder, Aetna will terminate
any Account if the Current Value becomes
less than $2,500 immediately following
any partial surrender. A Surrender Fee
will not be deducted from the Adjusted
Current Value.
16
<PAGE>
IV. ANNUITY PROVISIONS
- - --------------------------------------------------------------------------------
4.01 Choices to be Made: The Certificate Holder may tell Aetna to
apply any portion of the Adjusted
Current Value (minus any premium tax)
for an Annuity under option 1, 2, or 3
(see 4.04). The first Annuity payment
may not be earlier than twelve months
after the Purchase Payment. At least 30
days prior to the Annuity Date, the
Certificate Holder must tell Aetna which
Annuity option is elected. Annuity
payments will be made monthly, unless
the Certificate Holder elects otherwise
in writing.
In lieu of the election of an Annuity,
the Certificate Holder may elect a lump
sum payment.
The Annuity purchase rate for the option
chosen reflects the Minimum Guaranteed
Interest Rate (see Contract Schedule
II), but may reflect a higher interest
rate.
4.02 Terms of Annuity Options: (a) When payments start, the age of
the Annuitant plus the number of
years for which payments are
guaranteed must not exceed 95.
(b) An Annuity option may not be
elected if the first payment
would be less than $50 or if the
total payments in a year would
be less than $250 (less if
required by state law). Aetna
reserves the right to increase
the minimum first Annuity
payment amount and the annual
minimum Annuity payment amount
based upon increases reflected
in the Consumer Price
Index-Urban, (CPI-U) since July
1, 1993.
(c) If an Annuity under option 1, 2
or 3 is chosen and a larger
payment would result from
applying the Surrender Value to
a current Aetna single premium
immediate Annuity, Aetna will
make the larger payment.
(d) For purposes of calculating the
guaranteed first payment of an
Annuity, the Annuitant's and
second Annuitant's adjusted age
will be used. The Annuitant's
and second Annuitant's adjusted
age is his or her age as of the
birthday closest to the Annuity
commencement date reduced by one
year for Annuity commencement
dates occurring during the
period of time through December
31, 1999. The Annuitant's and
second Annuitant's age will be
reduced by two years for Annuity
commencement dates occurring
during the period of time from
January 1, 2000 through December
31, 2009. The Annuitant's and
second Annuitant's age will be
reduced by one additional year
for Annuity commencement dates
occurring in each succeeding
decade.
The Annuity purchase rates for
options 2 and 3 are based on
mortality from 1983 Table a.
17
<PAGE>
4.02 Terms of Annuity Options (e) Once elected, an Annuity option
(Cont'd): may not be revoked and Annuity
payments cannot be commuted to a
lump sum.
4.03 Death of Annuitant/ If the Annuitant dies after Annuity
Beneficiary: payments have begun, the death benefit,
if any, will be payable to the
Beneficiary as specified in the Annuity
option elected. Death benefits will be
paid at least as rapidly as under the
method of distribution in effect at the
Annuitant's death.
If the Certificate Holder who is not the
Annuitant dies after Annuity payments
have begun, any remaining payments under
the Annuity option elected will be made
to the Beneficiary at least as rapidly
as under the method of distribution in
effect at the Certificate Holder's
death.
If the Account is held by joint
Certificate Holders, the survivor will
be deemed the designated Beneficiary and
any other Beneficiary on record will be
treated as the contingent Beneficiary.
Aetna will require proof of death.
4.04 Annuity Options: Option 1 -- Payments for a Stated Period
of Time -- An Annuity will be paid for
the number of years chosen. The number
of years must be at least 10 and not
more than 30.
If a nonspouse Beneficiary elects this
option at the death of the Certificate
Holder, the period selected may not
extend beyond the Beneficiary's life
expectancy.
Option 2 -- Life Income -- An Annuity
will be paid for the life of the
Annuitant. If also chosen, Aetna will
guarantee payments for 60, 120, 180, or
240 months.
Option 3 -- Life Income Based upon the
Lives of Two Annuitants -- An Annuity
will be paid during the lives of the
Annuitant and a second Annuitant.
Payments will continue until both
Annuitants have died. When this option
is chosen, one of the following choices
must be made:
(a) 100% of the payment to continue
after the first death;
(b) 66 2/3% of the payment to
continue after the first death;
(c) 50% of the payment to continue
after the first death;
(d) Payments for a minimum of 120
months with 100% of the payment
to continue after the first
death; or
(e) 100% of the payment to continue
at the death of the second
Annuitant and 50% of the payment
to continue at the death of the
Annuitant.
Other Options -- Aetna may make other
options available as allowed by the laws
of the state in which this Contract and
the certificate is delivered.
18
<PAGE>
OPTION 1
Payments for a Stated Period of Time
Amount of First Monthly Payment for Each $1,000
After Deduction of any Charge for Premium Taxes
Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------------------------------------
Guaranteed Monthly Quarterly Semi-Annual Annual
Years Rate Payment Payment Payment Payment
- - --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
5 3.00% 17.91 53.59 106.78 211.99
6 3.00% 15.14 45.30 90.27 179.22
7 3.00% 13.16 39.39 78.49 155.83
8 3.00% 11.68 34.96 69.66 138.31
9 3.00% 10.53 31.52 62.81 124.69
10 3.00% 9.61 28.77 57.33 113.82
11 3.00% 8.86 26.52 52.85 104.93
12 3.00% 8.24 24.65 49.13 97.54
13 3.00% 7.71 23.08 45.98 91.29
14 3.00% 7.26 21.73 43.29 85.95
15 3.00% 6.87 20.56 40.96 81.33
16 3.00% 6.53 19.54 38.93 77.29
17 3.00% 6.23 18.64 37.14 73.74
18 3.00% 5.96 17.84 35.56 70.59
19 3.00% 5.73 17.13 34.14 67.78
20 3.00% 5.51 16.50 32.87 65.26
21 3.00% 5.32 15.92 31.72 62.98
22 3.00% 5.15 15.40 30.68 60.92
23 3.00% 4.99 14.92 29.74 59.04
24 3.00% 4.84 14.49 28.88 57.33
25 3.00% 4.71 14.09 28.08 55.76
26 3.00% 4.59 13.73 27.36 54.31
27 3.00% 4.47 13.39 26.68 52.97
28 3.00% 4.37 13.08 26.06 51.74
29 3.00% 4.27 12.79 25.49 50.60
30 3.00% 4.18 12.52 24.95 49.53
- - --------------------------------------------------------------------------------------------------------------------
</TABLE>
19
<PAGE>
OPTION 2
Life Income
Amount of First Monthly Payment for Each $1,000
After Deduction of any Charge for Premium Taxes
Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%
Payments Guaranteed for a Stated Period of Months
-------------------------------------------------
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------------------------------------
Adjusted Age of
Annuitant None 60 120 180 240
- - --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
50 $ 4.05 $ 4.05 $ 4.03 $ 3.99 $ 3.93
51 4.12 4.11 4.09 4.05 3.99
52 4.19 4.19 4.16 4.11 4.04
53 4.27 4.26 4.23 4.18 4.10
54 4.35 4.34 4.31 4.25 4.16
55 4.44 4.42 4.39 4.32 4.22
56 4.53 4.51 4.47 4.40 4.29
57 4.62 4.61 4.56 4.48 4.35
58 4.72 4.71 4.65 4.56 4.42
59 4.83 4.81 4.75 4.64 4.49
60 4.95 4.93 4.86 4.73 4.55
61 5.07 5.05 4.97 4.83 4.62
62 5.20 5.17 5.08 4.92 4.69
63 5.34 5.31 5.20 5.02 4.76
64 5.49 5.45 5.33 5.12 4.83
65 5.65 5.61 5.47 5.22 4.89
66 5.82 5.77 5.61 5.33 4.96
67 6.01 5.94 5.75 5.44 5.02
68 6.20 6.13 5.91 5.54 5.08
69 6.41 6.33 6.07 5.65 5.14
70 6.64 6.54 6.23 5.76 5.19
71 6.88 6.76 6.41 5.86 5.24
72 7.14 7.00 6.59 5.97 5.28
73 7.43 7.26 6.77 6.06 5.32
74 7.73 7.53 6.96 6.16 5.35
75 8.06 7.82 7.14 6.25 5.38
- - --------------------------------------------------------------------------------------------------------------------
</TABLE>
Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
Rates for ages not shown will be provided on request and will be computed
on a basis consistent with the rates in the above tables.
20
<PAGE>
OPTION 3
Life Income for Two Payees
Amount of First Monthly Payment for Each $1,000
After Deduction of any Charge for Premium Taxes
Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------------------------------------------------
Adjusted Ages
- - -----------------------------------
Second
Annuitant Annuitant Option 3a Option 3b Option 3c Option 3d Option 3e
- - ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
55 50 $ 3.69 $ 4.05 $ 4.27 $ 3.69 $ 4.03
55 55 3.88 4.25 4.47 3.87 4.14
55 60 3.99 4.44 4.71 3.98 4.42
60 55 3.99 4.44 4.71 3.98 4.42
60 60 4.24 4.71 4.99 4.23 4.57
60 65 4.38 4.97 5.32 4.38 4.93
65 60 4.38 4.97 5.32 4.38 4.93
65 65 4.72 5.33 5.70 4.71 5.14
65 70 4.93 5.68 6.15 4.91 5.66
70 65 4.93 5.68 6.15 4.91 5.66
70 70 5.40 6.21 6.70 5.36 5.96
70 75 5.69 6.68 7.32 5.62 6.67
75 70 5.69 6.68 7.32 5.62 6.67
75 75 6.37 7.45 8.15 6.23 7.12
75 80 6.78 8.11 8.99 6.54 8.13
- - ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
Rates for ages not shown will be provided on request and will be computed
on a basis consistent with the rates in the above tables.
21
<PAGE>
- - --------------------------------------------------------------------------------
Aetna Insurance Company of America
Home Office: 151 Farmington Avenue
Hartford, Connecticut 06156
(800) 531-4547
Certificate of Group Annuity Contract Coverage
- - --------------------------------------------------------------------------------
THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT FORMULA. APPLICATION OF A
MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN INCREASE OR DECREASE IN THE
CURRENT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT APPLY TO A
GUARANTEED PERIOD AT THE TIME OF ITS MATURITY.
G2CC-MGA-95
Aetna Insurance Company of America
Endorsement
This Contract or Certificate is endorsed as follows.
The following provisions apply to a Contract which qualifies as an Individual
Retirement Annuity under Internal Revenue Code (Code) Section 408(b). In the
case of a conflict with any provision in the Contract, the provisions of this
Endorsement control.
1. The Certificate Holder and the Annuitant must be the same person. Joint
Certificate Holders are not permitted.
2. The Certificate Holder's Account and the Certificate Holder's rights under
the Contract are not transferable. The Certificate Holder may not sell,
assign, transfer, pledge or use as collateral for a loan or as security for
the performance of an obligation or for any other purpose, his or her
interest in the Contract to any person other than the issuer of the Contract.
3. The Certificate Holder's entire interest in the Contract is nonforfeitable.
4. The Certificate Holder's Account is established for the exclusive benefit of
the Certificate Holder or his or her Beneficiary(ies).
5. The Purchase Payment under this Contract must be a cash rollover amount under
Code Section 402(c), 403(a)(4), 403(b)(8), or 408(d)(3). Aetna may require
verification that a rollover amount qualifies as such under the Code.
Payments to Simplified Employee Pension plans and annual deductible and
nondeductible contributions to Individual Retirement Annuities are not
accepted under the Contract.
6. The entire interest of the Certificate Holder will be distributed, or begin
to be distributed, no later than the first day of April following the
calendar year in which the Certificate Holder attains age 70-1/2 (required
beginning date), over:
(a) The life of the Certificate Holder, or the lives of the Certificate
Holder and his or her designated Beneficiary, or
(b) A period certain not extending beyond the life expectancy of the
Certificate Holder or the joint and last survivor expectancy of the
Certificate Holder and his or her designated Beneficiary.
Payments must be made in periodic payments at intervals of no longer than one
year. In addition, payments must be either nonincreasing or they may increase
only as provided in Question and Answer F-3 of Section 1.401(a)(9)-l of the
Proposed Income Tax Regulations.
E2-MGAIRA-95-2
1
<PAGE>
All distributions made hereunder shall be made in accordance with the
requirements of Section 401(a)(9) of the Code, including the incidental death
benefit requirements of Section 401(a)(9)(G) of the Code, and the regulations
thereunder, including the minimum distribution incidental benefit
requirements of Section 1.401(a)(9)-2 of the Proposed Income Tax Regulations.
Life expectancy is computed by use of the expected return multiples in Tables
V and VI of Section 1.72-9 of the Income Tax Regulations. Life expectancy for
distributions under an Annuity option may not be recalculated.
7. If distributions are to be made under the Systematic Withdrawal Option (SWO)
after the required beginning date, a higher amount will be distributed in any
year if required under the minimum distribution requirements of the Code. The
minimum amount to be distributed each year, beginning with the first calendar
year for which distributions are required and then for each succeeding
calendar year, shall not be less than the quotient obtained by dividing the
Current Value as of December 31 of the prior year by the lesser of (1) the
applicable life expectancy or (2) if the Certificate Owner's spouse is not
the designated Beneficiary, the applicable divisor determined from the table
set forth in Question and Answer 4 of Section 1.401(a)(9)-2 of the Proposed
Income Tax Regulations. For purposes of this determination, life expectancy
for the initial distribution year will be calculated based on the applicable
life expectancy from Table V or VI of Section 1.72-9 of the Income Tax
Regulations. Distributions for any subsequent year shall be calculated based
on such life expectancy reduced by one for each calendar year which has
elapsed since the calendar year life expectancy was first calculated.
8. During the Accumulation Period, the Certificate Holder may elect the Estate
Conservation Option (ECO) to receive automatic annual withdrawals of the
minimum distribution required under the Code. The annual distribution amount
will be determined by dividing the Current Value as of December 31 of the
prior year by the lesser of (1) the applicable life expectancy recalculated
each year in accordance with Question and Answer E-8 of Section 1.401(a)(9)-l
of the Proposed Income Tax Regulations, or (2) if the Certificate Holder's
spouse is not the designated Beneficiary, the applicable divisor determined
from the table set forth in Question and Answer 4 of Section 1.401(a)(9)-2 of
the Proposed Income Tax Regulations. For purposes of this determination, life
expectancy for the initial distribution year will be calculated based on the
applicable life expectancy from Table V or VI of Section 1.72-9 of the Income
Tax Regulations.
Aetna will not impose a Surrender Fee on any portion of the Current Value
which is paid as an ECO distribution. The Surrender Fee will apply to any
additional amounts withdrawn while ECO is in effect.
The Certificate Holder may elect ECO beginning with the year he or she turns
age 70-1/2, but not earlier than 12 months after receipt of the Purchase
Payment, by submitting a properly completed election form to Aetna's Home
Office. Aetna may require a minimum initial Current Value for the election of
ECO.
E2-MGAIRA-95-2
2
<PAGE>
The Certificate Holder, or a spousal Beneficiary if ECO is elected after the
Certificate Holder's death, may revoke ECO at any time by submitting a
written request to Aetna's Home Office. If ECO is revoked, it may not begin
again until 36 months have elapsed.
9. At the death of the Certificate Holder:
(a) If the Certificate Holder dies on or after distribution of his or her
interest has begun, the remaining portion of such interest, if any, will
continue to be distributed at least as rapidly as under the method of
distribution being used prior to the Certificate Holder's death;
(b) If the Certificate Holder dies before distribution of his or her interest
begins, the death benefit payable to the Beneficiary will be distributed
no later than December 31 of the calendar year which contains the fifth
anniversary of the date of the Certificate Holder's death except to the
extent that an election is made to receive distribution under an Annuity
option in accordance with (i) or (ii) below.
(i) Distributions to the Beneficiary may be made in installments over
the life of the Beneficiary or over a period not extending beyond
the life expectancy of the Beneficiary commencing no later than
December 31 of the calendar year immediately following the calendar
year in which the Certificate Holder died.
(ii) If the Beneficiary is the Certificate Holder's surviving spouse, and
distributions are to be made in accordance with (i) above,
distributions must begin on or before the later of December 31 of
the calendar year immediately following the calendar year in which
the Certificate Holder died or December 31 of the calendar year in
which the Certificate Holder would have attained age 70-1/2.
A spousal Beneficiary may elect an Annuity option, SWO, ECO, a lump sum
payment, or treat the Contract as his or her own IRA. An election to treat
the Contract as his or her own will be deemed to have been made if such
surviving spouse makes a rollover to or from such Contract, or fails to elect
any of the above provisions.
Life expectancy is computed by use of the expected return multiples in Tables
V and VI of Section 1.72-9 of the Income Tax Regulations. Life expectancies
for distributions under an Annuity option may not be recalculated.
Distributions under this section are considered to have begun if
distributions are made on account of the Certificate Holder reaching the
required beginning date or, if prior to the required beginning date,
distributions irrevocably commence over a period permitted and in an Annuity
option acceptable under Section 1.401(a)(9) of the Proposed Income Tax
Regulations.
If SWO or ECO is in effect and the Certificate Holder dies before the
required beginning date for minimum distributions, payments will cease and
the Beneficiary may claim the death benefit in accordance with the terms of
this Section.
E2-MGAIRA-95-2
3
<PAGE>
If SWO or ECO is in effect and the Certificate Holder dies after the
required beginning date for minimum distributions, the Beneficiary may
elect to continue payments, if permitted by Section 1.401(a)(9) of the
Proposed Income Tax Regulations, or may claim the death benefit in
accordance with the terms of this Section.
10. Aetna will furnish annual calendar year reports concerning the status of
the Certificate Holder's Account.
11. After two full consecutive certificate years, and upon 90 days written
notice to the Certificate Holder, Aetna may terminate the Certificate
Holder's Account if the paid-up Annuity benefit at maturity would be less
than $20 per month.
/s/ Dan Kearney
President
Aetna Insurance Company of America
E2-MGAIRA-95-2
4
Aetna Insurance Company of America
Endorsement
The Contract and Certificate are hereby endorsed to meet the qualification
requirements for a Roth Individual Retirement Annuity under Internal Revenue
Code ("Code") Section 408A. The following provisions apply and, in the case of a
conflict with any provision in the Contract, this endorsement controls.
Certificate Holder. The Certificate Holder and the Annuitant must be the same
person. Joint Certificate Holders are not permitted.
Nontransferable/Nonforfeitable. The Contract is nontransferable. The Certificate
Holder may not sell, assign, transfer, pledge or use as collateral for a loan or
as security for the performance of an obligation or for any other purpose, his
or her interest in the Contract to any person other than the issuer of the
Contract or to a spouse incident to a divorce under the provisions of Code
Section 408(d)(6). The Certificate Holder's entire interest in the Contract is
nonforfeitable.
Exclusive Benefit. The Account is established for the exclusive benefit of the
Certificate Holder or his or her Beneficiary(ies).
Contributions. The Purchase Payment under the Contract must be a cash rollover
amount under Code Section 408A(e). Aetna may require verification that a
rollover amount qualifies as such under the Code. Annual contributions are not
accepted under the Contract.
Distributions. The distribution rules of Code Section 401(a)(9)(A) do not apply.
Any periodic payments will be paid only to the Certificate Holder.
Payment of Death Benefit. Section 3.07 is deleted in its entirety. The death
benefit amount is determined in accordance with the provisions of Sections 3.06
and 3.02. At the death of the Certificate Holder:
(a) If the Certificate Holder dies on or after the date distribution of his
or her interest has begun, the remaining portion of such interest, if
any, will continue to be distributed at least as rapidly as under the
method of distribution being used prior to the Certificate Holder's
death.
(b) If the Certificate Holder dies before distribution of his or her interest
begins, the death benefit payable to the Beneficiary will be distributed
no later than December 31 of the calendar year which contains the fifth
anniversary of the date of the Certificate Holder's death, except to the
extent that an election is made to receive a distribution in accordance
with (i) or (ii) below.
(i) Distributions to the Beneficiary may be made in installments over
the life of the Beneficiary or over a period not extending beyond
the life expectancy of the Beneficiary, commencing no later than
December 31 of the calendar year immediately following the
calendar year in which the Certificate Holder died.
E2-MGAROTH-97
<PAGE>
(ii) If the Beneficiary is the Certificate Holder's surviving spouse,
and distributions are to be made in accordance with (i) above,
distributions must begin on or before the later of December 31 of
the calendar year immediately following the calendar year in which
the Certificate Holder died or December 31 of the calendar year in
which the Certificate Holder would have attained age 70 1/2.
If the Certificate Holder dies before Annuity payments begin, a spousal
Beneficiary may elect an Annuity option, a systematic distribution option, a
lump sum payment or to treat the Account as his or her own IRA. The election to
treat the Account as his or her own IRA will be deemed to have been made if such
surviving spouse makes a rollover to or from such Account, or fails to elect to
receive a distribution in accordance with (b) above.
Life expectancy is computed by use of the expected return multiples in Tables V
and VI of Section 1.72-9 of the Income Tax Regulations. Life expectancies for
distributions under an Annuity option may not be recalculated.
Annual Reports. Aetna will furnish annual calendar year reports concerning the
status of the Certificate Holder's Account.
Termination of Account. Upon 90 days written notice to the Certificate Holder,
Aetna may terminate the Certificate Holder's Account if no Purchase Payments
have been received for two full consecutive Certificate years and the paid-up
Annuity benefit at maturity would be less than $20 per month.
Right to Cancel. The Certificate Holder may cancel the Certificate within 10
days of receiving it by returning it to Aetna or to the person from whom it was
purchased. Within seven days from the cancellation request, Aetna will return
all the Certificate Holder's Purchase Payments.
Endorsed and made a part of the Contract and Certificate as of the Effective
Date.
/s/ Thomas J. McInerney, President
Thomas J. McInerney, President
Aetna Insurance Company of America
E2-MGAROTH-97
151 Farmington Avenue
Hartford, CT 06156
Julie E. Rockmore
Counsel
Law Division, RE4A
November 24, 1997 Investments & Financial Services
(860) 273-4686
Fax: (860) 273-8340
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Aetna Insurance Company of America
Post-Effective Amendment No. 3 to Registration Statement on Form S-2
Prospectus Title: Aetna Multi-Rate Annuity
File No. 33-63657
Dear Sir or Madam:
As Counsel of Aetna Insurance Company of America (the "Company"), I have
represented the Company in connection with the Aetna Multi-Rate Annuity (the
"Annuity") available under certain variable annuity contracts and the S-2
Registration Statement relating to such Annuity.
In connection with such representation, I have reviewed Post-Effective Amendment
No. 3 to the Registration Statement on Form S-2 relating to such Annuity,
including the prospectus, the prospectus supplement, and relevant proceedings of
the Board of Directors.
Based upon this review, and assuming the securities represented by the Company
are issued in accordance with the provisions of the prospectus, I am of the
opinion that the securities, when sold, will have been legally issued, and will
constitute a legal and binding obligation of the Company.
I further consent to the use of this opinion as an exhibit to Post-Effective
Amendment No. 3 to the Registration Statement.
Sincerely,
/s/ Julie E. Rockmore
Julie E. Rockmore, Counsel
Aetna Insurance Company of America
Letter Re: Unaudited Interim Financial Information
Aetna Insurance Company of America
Hartford, Connecticut
Ladies and Gentlemen:
With respect to the registration statement No. 33-63657 on Post-Effective
Amendment No. 3 on Form S-2, we acknowledge our awareness of the use therein of
our reports dated May 5, 1997, August 4, 1997 and November 3, 1997 related to
our reviews of interim financial information of Aetna Insurance Company of
America.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not
considered a part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the meaning
of Sections 7 and 11 of the Act.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
November 24, 1997
Consent of Independent Auditors
The Board of Directors
Aetna Insurance Company of America:
We consent to the incorporation by reference in the registration statement No.
33-63657 on Post-Effective Amendment No. 3 on Form S-2 of Aetna Insurance
Company of America (the "Company") of our reports dated March 20, 1997 with
respect to the balance sheets of the Company as of December 31, 1996 and 1995,
and the related statements of income, changes in shareholder's equity, and cash
flows and the related schedule for each of the years in the three-year period
ended December 31, 1996, which reports appear in the Company's 1996 Annual
Report on Form 10-K and to the reference to our firm under the heading "Experts"
in the Prospectus.
/s/KPMG Peat Marwick LLP
Hartford, Connecticut
November 24, 1997
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE FINANCIAL STATEMENTS CONTAINED IN THE FORM 10Q FOR THE FISCAL QUARTER
ENDED SEPTEMBER 30, 1997 FOR AETNA INSURANCE COMPANY OF AMERICA
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
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