-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WW/9EB90PzCiiVTFH6rf7OR99jW33P/Ga0OgrPbA6qUKySAeonHgwzkTOQnI83UH USu57jLNu5uz3qscp2EnzA== 0000912057-96-012848.txt : 19960624 0000912057-96-012848.hdr.sgml : 19960624 ACCESSION NUMBER: 0000912057-96-012848 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960621 EFFECTIVENESS DATE: 19960621 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INS & ANNUITY CO CENTRAL INDEX KEY: 0000103005 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-34370 FILM NUMBER: 96583812 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-02512 FILM NUMBER: 96583813 BUSINESS ADDRESS: STREET 1: 151 FARMINGTON AVE CITY: HARTFORD STATE: CT ZIP: 06156 BUSINESS PHONE: 2032734808 MAIL ADDRESS: STREET 1: AETNA LIFE & CASUALTY STREET 2: 151 FARMINGTON AVE CITY: HARTFORD STATE: CT ZIP: 06156 FORMER COMPANY: FORMER CONFORMED NAME: VARIABLE ANNUITY ACCOUNT B OF AETNA VARIABLE ANNUITY LIFE IN DATE OF NAME CHANGE: 19791108 485BPOS 1 485BPOS As filed with the Securities and Exchange Registration No. 33-34370* Commission on June 21, 1996 Registration No. 811-2512 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-4 - -------------------------------------------------------------------------------- POST-EFFECTIVE AMENDMENT NO. 23 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 and Amendment To REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 - -------------------------------------------------------------------------------- Variable Annuity Account B of Aetna Life Insurance and Annuity Company (EXACT NAME OF REGISTRANT) Aetna Life Insurance and Annuity Company (NAME OF DEPOSITOR) 151 Farmington Avenue, RE4C, Hartford, Connecticut 06156 (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Depositor's Telephone Number, including Area Code: (860) 273-7834 Susan E. Bryant, Counsel Aetna Life Insurance and Annuity Company 151 Farmington Avenue, RE4C, Hartford, Connecticut 06156 (NAME AND ADDRESS OF AGENT FOR SERVICE) - -------------------------------------------------------------------------------- It is proposed that this filing will become effective (CHECK APPROPRIATE SPACE): X immediately upon filing pursuant to paragraph (b) of Rule 485 - --- on _____________ pursuant to paragraph (b) of Rule 485 - --- Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has registered an indefinite number of securities under the Securities Act of 1933. Registrant filed a Rule 24f-2 Notice for the fiscal year ended December 31, 1995 on February 29, 1996. *Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has included a combined prospectus under this Registration Statement which includes all the information which would currently be required in a prospectus relating to the securities covered by the following earlier Registration Statement: 33-87932. VARIABLE ANNUITY ACCOUNT C CROSS REFERENCE SHEET
FORM N-4 ITEM NO. LOCATION - PROSPECTUS DATED MAY 1, 1996, PART A AS AMENDED BY SUPPLEMENT (PROSPECTUS) DATED JUNE 21, 1996 1 Cover Page...................................... Cover Page 2 Definitions..................................... Definitions 3 Synopsis or Highlights.......................... Prospectus Summary; Fee Table and as amended 4 Condensed Financial Information................. Condensed Financial Information 5 General Description of Registrant, Depositor, The Company; Variable and Portfolio Companies......................... Annuity Account B; The Funds 6 Deductions and Expenses......................... Charges and Deductions; Distribution 7 General Description of Variable Annuity Contracts....................................... Purchase; Miscellaneous 8 Annuity Period.................................. Annuity Period 9 Death Benefit................................... Death Benefit During Accumulation Period; Death Benefit Payable During the Annuity Period 10 Purchases and Contract Value.................... Purchase; Contract Valuation 11 Redemptions..................................... Right to Cancel; Withdrawals 12 Taxes........................................... Tax Status 13 Legal Proceedings............................... Miscellaneous - Legal Matters and Proceedings 14 Table of Contents of the Statement of Contents of the Statement of Additional Information.......................... Additional Information
FORM N-4 ITEM NO. PART B (STATEMENT OF ADDITIONAL INFORMATION) LOCATION 15 Cover Page...................................... Cover page 16 Table of Contents............................... Table of Contents 17 General Information and History................. General Information and History 18 Services........................................ General Information and History; Independent Auditors 19 Purchase of Securities Being Offered............ Offering and Purchase of Contracts 20 Underwriters.................................... Offering and Purchase of Contracts 21 Calculation of Performance Data................. Performance Data; Average Annual Total Return Quotations 22 Annuity Payments................................ Annuity Payments 23 Financial Statements............................ Financial Statements
Part C (Other Information) Information required to be included in Part C is set forth under the appropriate item, so numbered, in Part C to this Registration Statement. VARIABLE ANNUITY ACCOUNT B Aetna Life Insurance and Annuity Company Supplement dated June 21, 1996 to the Prospectus dated May 1, 1996 Aetna Marathon Plus -- Group and Individual Deferred Variable Annuity Contracts AT A JUNE 17, 1996 SPECIAL MEETING OF THE SHAREHOLDERS OF AETNA VARIABLE FUND, AETNA INCOME SHARES, AETNA INVESTMENT ADVISERS FUND, INC., AETNA ASCENT VARIABLE PORTFOLIO, AETNA CROSSROADS VARIABLE PORTFOLIO AND AETNA LEGACY VARIABLE PORTFOLIO ("FUNDS"), SHAREHOLDERS OF THE RESPECTIVE FUNDS APPROVED A PROPOSAL TO INCREASE THE ADVISORY FEES FOR EACH OF THE FUNDS EFFECTIVE AUGUST 1, 1996. THEREFORE, THIS SUPPLEMENT AMENDS THE INFORMATION CONTAINED IN THE MAY 1, 1996 PROSPECTUS (THE "PROSPECTUS"), AS DESCRIBED BELOW. - - THE FOLLOWING TABLE MODIFIES THE INFORMATION CONTAINED UNDER "ANNUAL EXPENSES OF THE FUNDS" ON PAGE FEE TABLE - 2 OF THE PROSPECTUS TO REFLECT INCREASES IN ADVISORY FEES OF THE RESPECTIVE FUNDS EFFECTIVE AUGUST 1, 1996 AS IF THE INCREASES HAD BEEN IN EFFECT FOR THE YEAR ENDED DECEMBER 31, 1996. THE OTHER INVESTMENT OPTIONS ARE NOT AFFECTED BY THIS CHANGE.
INVESTMENT TOTAL FUND ADVISORY FEES OTHER EXPENSES* ANNUAL EXPENSES ------------- --------------- --------------- Aetna Variable Fund 0.50% 0.06% 0.56% Aetna Income Shares 0.40% 0.08% 0.48% Aetna Investment Advisers Fund, Inc. 0.50% 0.08% 0.58% Aetna Ascent Variable Portfolio 0.60% 0.15% 0.75% Aetna Crossroads Variable Portfolio 0.60% 0.15% 0.75% Aetna Legacy Variable Portfolio 0.60% 0.15% 0.75%
* As of May 1, 1996, the Company provides administrative services to the Funds and assumes the Funds' ordinary recurring direct costs under an Administrative Services Agreement. The "Other Expenses" shown are not based on figures for the year ended December 31, 1995, but reflect the fee payable under this Agreement. - - THE FOLLOWING ILLUSTRATION APPLIES TO THE FUNDS EFFECTIVE AUGUST 1, 1996 TO REFLECT THE INCREASES IN THE RESPECTIVE ADVISORY FEES AND MODIFIES THE INFORMATION FOUND IN THE "HYPOTHETICAL ILLUSTRATION (EXAMPLE)" FOUND ON PAGES FEE TABLE - 4 AND FEE TABLE - 5 IN THE PROSPECTUS:
EXAMPLE A EXAMPLE B ------------------------------------- ------------------------------------- IF YOU WITHDRAW THE ENTIRE ACCOUNT IF YOU DO NOT WITHDRAW THE ACCOUNT VALUE AT THE END OF THE PERIODS VALUE, OR IF YOU ANNUITIZE AT THE END SHOWN, YOU WOULD PAY THE FOLLOWING OF THE PERIODS SHOWN, YOU WOULD PAY EXPENSES, INCLUDING ANY APPLICABLE THE FOLLOWING EXPENSES (NO DEFERRED DEFERRED SALES CHARGE: SALES CHARGE IS REFLECTED):* 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- -------- ------ ------- ------- -------- Aetna Variable Fund $93 $117 $144 $235 $20 $ 63 $109 $235 Aetna Income Shares $92 $114 $140 $226 $20 $ 61 $105 $226 Aetna Investment Advisers Fund, Inc. $93 $117 $145 $237 $21 $ 64 $110 $237 Aetna Ascent Variable Portfolio $85 $123 $154 $254 $22 $ 69 $118 $254 Aetna Crossroads Variable Portfolio $85 $123 $154 $254 $22 $ 69 $118 $254 Aetna Legacy Variable Portfolio $85 $123 $154 $254 $22 $ 69 $118 $254
* This Example would not apply if a nonlifetime variable annuity option is selected, and a lump sum settlement is requested within three years after annuity payments start, since the lump sum payment will be treated as a withdrawal during the Accumulation Period and will be subject to any deferred sales charge that would then apply. (Refer to Example A.)
CONTRACTS OR CERTIFICATES ISSUED IN NEW YORK ----------------------------------------------------------------------------- EXAMPLE C EXAMPLE D ------------------------------------- ------------------------------------- IF YOU WITHDRAW THE ENTIRE ACCOUNT IF YOU DO NOT WITHDRAW THE ACCOUNT VALUE AT THE END OF THE PERIODS VALUE, OR IF YOU ANNUITIZE AT THE END SHOWN, YOU WOULD PAY THE FOLLOWING OF THE PERIODS SHOWN, YOU WOULD PAY EXPENSES, INCLUDING ANY APPLICABLE THE FOLLOWING EXPENSES (NO DEFERRED DEFERRED SALES CHARGE: SALES CHARGE IS REFLECTED):* 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- -------- ------ ------- ------- -------- Aetna Variable Fund $71 $ 97 $125 $234 $20 $ 63 $108 $234 Aetna Income Shares $70 $ 94 $121 $226 $20 $ 61 $104 $226 Aetna Investment Advisers Fund, Inc. $71 $ 97 $126 $236 $21 $ 64 $109 $236 Aetna Ascent Variable Portfolio $73 $102 $135 $253 $22 $ 69 $118 $253 Aetna Crossroads Variable Portfolio $73 $102 $135 $253 $22 $ 69 $118 $253 Aetna Legacy Variable Portfolio $73 $102 $135 $253 $22 $ 69 $118 $253
* This Example would not apply if a nonlifetime variable annuity option is selected, and a lump sum settlement is requested within three years after annuity payments start, since the lump sum payment will be treated as a withdrawal during the Accumulation Period and will be subject to any deferred sales charge that would then apply. (Refer to Example C.) - - THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND UNDER "INVESTMENT OPTIONS -- THE FUNDS" WITH RESPECT TO THE INVESTMENT ADVISERS FOUND ON PAGE 5 IN THE PROSPECTUS: Effective August 1, 1996, Aeltus Investment Management, Inc. ("Aeltus") will become the subadviser for the following Funds: Aetna Variable Fund Aetna Income Shares Aetna Variable Encore Fund(1) Aetna Investment Advisers Fund, Inc. Aetna Ascent Variable Portfolio Aetna Crossroads Variable Portfolio Aetna Legacy Variable Portfolio (1) It is currently expected that the proposal relating to the approval of Aeltus as a subadviser for the Aetna Variable Encore Fund will be submitted to shareholders at a meeting to be held on July 19, 1996. If approved, such proposal would be effective on August 6, 1996. (Refer to your Fund prospectus for further information.) PARTS A AND B The Prospectus and the Statement of Additional Information are incorporated into Part A and Part B of this Post-Effective Amendment No. 23, respectively, by reference to Post-Effective Amendment No. 22 to the Registration Statement on Form N-4 (File No. 33-34370), as filed electronically on April 22, 1996. VARIABLE ANNUITY ACCOUNT B PART C - OTHER INFORMATION ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements: (1) Included in Part A: Condensed Financial Information (2) Included in Part B: Financial Statements of Variable Annuity Account B: - Independent Auditors' Report - Statement of Assets and Liabilities as of December 31, 1995 - Statement of Operations for the year ended December 31, 1995 - Statements of Changes in Net Assets for the years ended December 31, 1995 and 1994 - Notes to Financial Statements Financial Statements of the Depositor: - Independent Auditors' Report - Consolidated Statements of Income for the years ended December 31, 1995, 1994 and 1993 - Consolidated Balance Sheets as of December 31, 1995 and 1994 - Consolidated Statements of Changes in Shareholder's Equity for the years ended December 31, 1995, 1994 and 1993 - Consolidated Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993 - Notes to Consolidated Financial Statements (b) Exhibits (1) Resolution of the Board of Directors of Aetna Life Insurance and Annuity Company establishing Variable Annuity Account B(1) (2) Not applicable (3.1) Form of Selling Agreement(2) (3.2) Alternative Form of Wholesaling Agreement and Related Selling Agreement(3) (3.3) Form of Federated Broker Dealer Agreement (9/2/94)(4) (4.1) Form of Variable Annuity Contracts and Certificates (G-CDA-IC(NQ), G-CDA-IC(IR), I-CDA-IC(NQ/MP), I-CDA-IC(IR/MP), GMCC-IC(NQ) and GMCC-IC(IR))(5) (4.2) Form of Variable Annuity Contracts and Certificates (G-CDA-IC(IR/NY), GMCC-IC(IR-NY), G-CDA-IC(NQ/NY) and GMCC-IC(NQ/NY))(6) (5) Form of Variable Annuity Contract Application (300-MAR-IB and 710.6.13)(5) (6) Certificate of Incorporation and By-Laws of Depositor(7) (7) Not applicable (8.1) Fund Participation Agreement (Amended and Restated) between Aetna Life Insurance and Annuity Company, Alger American Fund and Fred Alger Management, Inc. dated as of March 31, 1995(3) (8.2) Fund Participation Agreement by and among Aetna Life Insurance and Annuity Company, Insurance Management Series and Federated Advisors dated December 12, 1994(8) (8.3) Fund Participation Agreements between Aetna Life Insurance and Annuity Company and Fidelity Distributors Corporation (Variable Insurance Products Fund) dated February 1, 1994 and amended March 1, 1996(3) (8.4) Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Fidelity Distributors Corporation (Variable Insurance Products Fund II) dated February 1, 1994 and amended March 1, 1996(3) (8.5) Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Janus Aspen Series dated April 19, 1994, and amended March 1, 1996(3) (8.6) Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Lexington Management Corporation regarding Natural Resources Trust dated December 1, 1988 and amended February 11, 1991(3) (8.7) Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Lexington Emerging Markets Fund, Inc. and Lexington Management Corporation (its investment advisor) dated April 28, 1994(2) (8.8) Form of Fund Participation Agreement among MFS Variable Insurance Trust, Aetna Life Insurance and Annuity Company and Massachusetts Financial Services Company(2) (8.9) Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Investors Research Corporation and TCI Portfolios, Inc. dated July 29, 1992 and amended December 22, 1992 and June 1, 1994(3) (8.10) Form of Administrative Service Agreement between Aetna Life Insurance and Annuity Company and Agency, Inc.(2) (9) Opinion of Counsel(9) (10.1) Consent of Independent Auditors (10.2) Consent of Counsel (11) Not applicable (12) Not applicable (13) Computation of Performance Data(10) (14) Not applicable (15.1) Powers of Attorney(11) (15.2) Authorization for Signatures(3) (27) Financial Data Schedule(2) 1. Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75986), as filed electronically on April 22, 1996. 2. Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement on Form N-4 (File No. 33-34370), as filed electronically on April 22, 1996. 3. Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 33-75986), as filed electronically on April 12, 1996. 4. Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 33-79122), as filed electronically on August 16, 1995. 5. Incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement on Form N-4 (File No. 33-34370), as filed on April 19, 1994. 6. Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 33-87932), as filed electronically on September 18, 1995. 7. Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (File No. 33-60477), as filed electronically on April 15, 1996. 8. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 33-79122), as filed on September 15, 1994. 9. Incorporated by reference to Registrant's 24f-2 Notice for fiscal year ended December 31, 1995, as filed electronically on February 29, 1996. 10. Incorporated by reference to Post-Effective Amendment No. 19 to Registration Statement on Form N-4 (File No. 33-34370), as filed on April 28, 1995. 11. Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 33-75974), as filed electronically on April 9, 1996. ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR NAME AND PRINCIPAL BUSINESS ADDRESS* POSITIONS AND OFFICES WITH DEPOSITOR Daniel P. Kearney Director and President Timothy A. Holt Director, Senior Vice President and Chief Financial Officer Christopher J. Burns Director and Senior Vice President Laura R. Estes Director and Senior Vice President Gail P. Johnson Director and Vice President John Y. Kim Director and Senior Vice President Shaun P. Mathews Director and Vice President Glen Salow Director and Vice President Creed R. Terry Director and Vice President Eugene M. Trovato Vice President and Treasurer, Corporate Controller Zoe Baird Senior Vice President and General Counsel Diane Horn Vice President and Chief Compliance Officer Susan E. Schechter Corporate Secretary and Counsel * The principal business address of all directors and officers listed is 151 Farmington Avenue, Hartford, Connecticut 06156. ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT Incorporated herein by reference to Item 25 of Post-Effective Amendment No. 41 to the registration Statement on Form N-1A (File No. 2-53038), as filed electronically on June 7, 1996. ITEM 27. NUMBER OF CONTRACT OWNERS As of March 1996, there were 35,885 individuals holding interests in variable annuity contracts funded through Variable Annuity Account B. ITEM 28. INDEMNIFICATION Reference is hereby made to Section 33-320a of the Connecticut General Statutes ("C.G.S.") regarding indemnification of directors and officers of Connecticut corporations. The statute provides in general that Connecticut corporations shall indemnify their officers, directors, employees, agents, and certain other defined individuals against judgments, fines, penalties, amounts paid in settlement and reasonable expenses actually incurred in connection with proceedings against the corporation. The corporation's obligation to provide such indemnification does not apply unless (1) the individual is successful on the merits in the defense of any such proceeding; or (2) a determination is made (by a majority of the board of directors not a party to the proceeding by written consent; by independent legal counsel selected by a majority of the directors not involved in the proceeding; or by a majority of the shareholders not involved in the proceeding) that the individual acted in good faith and in the best interest of the corporation; or (3) the court, upon application by the individual, determines in view of all the circumstances that such person is reasonably entitled to be indemnified. C.G.S. Section 33-320a provides an exclusive remedy: a Connecticut corporation cannot indemnify a director or officer to an extent either greater or less than that authorized by the statute, e.g., pursuant to its certificate of incorporation, bylaws, or any separate contractual arrangement. However, the statute does specifically authorize a corporation to procure indemnification insurance to provide greater indemnification rights. The premiums for such insurance may be shared with the insured individuals on an agreed basis. Consistent with the statute, Aetna Life and Casualty Company has procured insurance from Lloyd's of London and several major United States excess insurers for its directors and officers and the directors and officers of its subsidiaries, including the Depositor, which supplements the indemnification rights provided by C.G.S. Section 33-320a to the extent such coverage does not violate public policy. ITEM 29. PRINCIPAL UNDERWRITER (a) In addition to serving as the principal underwriter for the Registrant, Aetna Life Insurance and Annuity Company (ALIAC) also acts as the principal underwriter for Aetna Variable Encore Fund, Aetna Variable Fund, Aetna Generation Portfolios, Inc., Aetna Income Shares, Aetna Series Fund, Inc., Aetna Investment Advisers Fund, Inc., Aetna GET Fund, Variable Life Account B and Variable Annuity Accounts C and G (separate accounts of ALIAC registered as unit investment trusts), and Variable Annuity Account I (a separate account of Aetna Insurance Company of America registered as a unit investment trust). Additionally, ALIAC is the investment adviser for Aetna Variable Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna Investment Advisers Fund, Inc., Aetna GET Fund, Aetna Series Fund, Inc., and Aetna Generation Portfolios, Inc. ALIAC is also the depositor of Variable Life Account B and Variable Annuity Accounts C and G. (b) See Item 25 regarding the Depositor. (c) Compensation as of December 31, 1995: (1) (2) (3) (4) (5) NAME OF NET UNDERWRITING COMPENSATION PRINCIPAL DISCOUNTS AND ON REDEMPTION BROKERAGE UNDERWRITER COMMISSIONS OR ANNUITIZATION COMMISSIONS COMPENSATION* Aetna Life $294,931 $11,944,532 Insurance and Annuity Company * Compensation shown in column 5 includes deductions for mortality and expense risk guarantees and contract charges assessed to cover costs incurred in the sales and administration of the contracts issued under Variable Annuity Account B. ITEM 30. LOCATION OF ACCOUNTS AND RECORDS All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules under it relating to the securities described in and issued under this Registration Statement are located at the home office of the Depositor as follows: Aetna Life Insurance and Annuity Company 151 Farmington Avenue Hartford, Connecticut 06156 ITEM 31. MANAGEMENT SERVICES Not applicable ITEM 32. UNDERTAKINGS Registrant hereby undertakes: (a) to file a post-effective amendment to this registration statement on Form N-4 as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen months old for as long as payments under the variable annuity contracts may be accepted; (b) to include as part of any application to purchase a contract offered by a prospectus which is part of this registration statement on Form N-4, a space that an applicant can check to request a Statement of Additional Information; and (c) to deliver any Statement of Additional Information and any financial statements required to be made available under this Form N-4 promptly upon written or oral request. (d) The Company hereby represents that it is relying upon and will comply with the provisions of Paragraphs (1) through (4) of the SEC Staff's No-Action Letter dated November 22, 1988 with respect to language concerning withdrawal restrictions applicable to plans established pursuant to Section 403(b) of the Internal Revenue Code. See American Counsel of Life Insurance; SEC No-Action Letter, [1989 Transfer Binder] Fed. SEC. L. Rep. (CCH) PARA 78,904 at 78,523 (November 22, 1988). (e) Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES As required by the Securities Act of 1933, as amended, and the Investment Company Act of 1940, the Registrant, Variable Annuity Account B of Aetna Life Insurance and Annuity Company, certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment No. 23 to its Registration Statement on Form N-4 (File No. 33-34370) and has duly caused this Post-Effective Amendment No. 23 to its Registration Statement on Form N-4 (File No. 33-34370) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hartford, State of Connecticut, on the 20th day of June, 1996. VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INSURANCE AND ANNUITY COMPANY (REGISTRANT) By: AETNA LIFE INSURANCE AND ANNUITY COMPANY (DEPOSITOR) By: Daniel P. Kearney* ------------------------------------ Daniel P. Kearney President As required by the Securities Act of 1933, as amended, this Post-Effective Amendment No. 23 to the Registration Statement on Form N-4 (File No. 33-34370) has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE Daniel P. Kearney* Director and President ) - ------------------------- ) Daniel P. Kearney (principal executive officer) ) ) Timothy A. Holt* Director and Chief Financial Officer ) - ------------------------- ) Timothy A. Holt ) ) Christopher J. Burns* Director ) June - ------------------------- ) 20, 1996 Christopher J. Burns ) ) Laura R. Estes* Director ) - ------------------------- ) Laura R. Estes ) ) Gail P. Johnson* Director ) - ------------------------- ) Gail P. Johnson )
John Y. Kim* Director ) - ------------------------- ) John Y. Kim ) ) Shaun P. Mathews* Director ) - ------------------------- ) Shaun P. Mathews ) ) Glen Salow* Director ) - ------------------------- ) Glen Salow ) ) Creed R. Terry* Director ) - ------------------------- ) Creed R. Terry ) ) Eugene M. Trovato* Vice President and Treasurer, Corporate Controller ) - ------------------------- ) Eugene M. Trovato )
By: /s/ Julie E. Rockmore ------------------------------------------- Julie E. Rockmore *Attorney-in-Fact VARIABLE ANNUITY ACCOUNT B EXHIBIT INDEX
EXHIBIT NO. EXHIBIT PAGE 99-B.1 Resolution of the Board of Directors of Aetna Life Insurance and * Annuity Company establishing Variable Annuity Account B 99-B.3.1 Form of Selling Agreement * 99-B.3.2 Alternative Form of Wholesaling Agreement and Related Selling * Agreement 99-B.3.3 Form of Federated Broker Dealer Agreement (9/2/94) * 99-B.4.1 Form of Variable Annuity Contracts and Certificates (G-CDA- * IC(NQ), G-CDA-IC(IR), I-CDA-IC(NQ/MP), I-CDA- IC(IR/MP), GMCC-IC(NQ) and GMCC-IC(IR)) 99-B.4.2 Form of Variable Annuity Contracts and Certificates (G-CDA- * IC(IR/NY), GMCC-IC(IR-NY), G-CDA-IC(NQ/NY) and GMCC-IC(NQ/NY)) 99-B.5 Form of Variable Annuity Contract Applications * 99-B.6 Certificate of Incorporation and By-Laws of Depositor * 99-B.8.1 Fund Participation Agreement (Amended and Restated) between * Aetna Life Insurance and Annuity Company, Alger American Fund and Fred Alger Management, Inc. dated March 31, 1995 99-B.8.2 Fund Participation Agreement by and among Aetna Life * Insurance and Annuity Company, Insurance Management Series and Federated Advisor dated December 12, 1994 99-B.8.3 Fund Participation Agreements between Aetna Life Insurance * and Annuity Company and Fidelity Distributors Corporation (Variable Insurance Products Fund) dated February 1, 1994 and amended March 1, 1996 99-B.8.4 Fund Participation Agreement between Aetna Life Insurance and * Annuity Company and Fidelity Distributors Corporation (Variable Insurance Products Fund II) dated February 1, 1994 amd amended March 1, 1996
*Incorporated by reference
EXHIBIT NO. EXHIBIT PAGE 99-B.8.5 Fund Participation Agreement between Aetna Life Insurance and * Annuity Company and Janus Aspen Series dated April 19, 1994, and amended March 1, 1996 99-B.8.6 Fund Participation Agreement between Aetna Life Insurance and * Annuity Company and Lexington Management Corporation regarding Natural Resources Trust dated December 1, 1988 and amended February 11, 1991 99-B.8.7 Fund Participation Agreement between Aetna Life Insurance and * Annuity Company, Lexington Emerging Markets Fund, Inc. and Lexington Management Corporation (its investment advisor) dated April 28, 1994 99-B.8.8 Form of Fund Participation Agreement among MFS Variable * Insurance Trust, Aetna Life Insurance and Annuity Company and Massachusetts Financial Services Company 99-B.8.9 Fund Participation Agreement between Aetna Life Insurance and * Annuity Company, Investors Research Corporation and TCI Portfolios, Inc. dated July 29, 1992 and amended December 22, 1992 and June 1, 1994 99-B.8.10 Form of Administrative Service Agreement between Aetna Life * Insurance and Annuity Company and Agency, Inc. 99-B.9 Opinion of Counsel * 99-B.10.1 Consent of Independent Auditors ___ 99-B.10.2 Consent of Counsel ___ 99-B.13 Computation of Performance Data * 99-B.15.1 Powers of Attorney * 99-B.15.2 Authorization for Signatures * 27 Financial Data Schedule *
*Incorporated by reference EX-10.1 2 AUDITORS CONSENT CONSENT OF INDEPENDENT AUDITORS The Board of Directors of Aetna Life Insurance and Annuity Company and Contract Owners of Aetna Variable Annuity Account B: We consent to the use of our reports incorporated herein by reference. /s/ KPMG Peat Marwick Hartford, Connecticut June 19, 1996 EX-10.2 3 EXHIBIT 10.2 Susan E. Bryant Counsel Law and Regulatory Affairs, RE4C 151 Farmington Avenue Hartford, CT 06156 (860) 273-7834 Fax: (860) 273-8340 June 19, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: Filing Desk Re: Variable Annuity Account B of Aetna Life Insurance and Annuity Company Post-Effective Amendment No. 23 to the Registration Statement on Form N-4 File Nos. 33-34370 and 811-2512 ------------------------------- Gentlemen: As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I hereby consent to the use of my opinion dated February 28, 1996 (incorporated herein by reference to the 24f-2 Notice for the fiscal year ended December 31, 1995 filed on behalf of Variable Annuity Account B of Aetna Life Insurance and Annuity Company on February 29, 1996) as an exhibit to this Post-Effective Amendment No. 23 to the Registration Statement on Form N-4 (File No. 33-34370) and to my being named under the caption "Legal Matters" therein. Very truly yours, /s/ Susan E. Bryant Susan E. Bryant Counsel Aetna Life Insurance and Annuity Company -----END PRIVACY-ENHANCED MESSAGE-----