As filed with the Securities and Exchange Commission on April 27, 1999
File Nos. 333-15119
811-07893
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 5
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
AMENDMENT NO. 6
VARIABLE ANNUITY PORTFOLIOS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
21 MILK STREET, 5TH FLOOR, BOSTON, MASSACHUSETTS 02109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 617-423-1679
PHILIP W. COOLIDGE, 21 MILK STREET, 5TH FLOOR, BOSTON, MASSACHUSETTS 02109
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPY TO:
ROGER P. JOSEPH, BINGHAM DANA LLP, 150 FEDERAL STREET,
BOSTON, MASSACHUSETTS 02110
It is proposed that this filing will become effective on May 3, 1999
pursuant to paragraph (b) of Rule 485. Pursuant to Rule 485(b)(1)(iii), the
Registrant hereby designates that the effective date for Post-Effective
Amendment No. 4 to the Registrant's Registration Statement under the Securities
Act of 1933 and Amendment No. 5 under the Investment Company Act of 1940, as
filed pursuant to Rule 485(a) on February 12, 1999, also shall be May 3, 1999.
<PAGE>
EXPLANATORY NOTE
Part A (the Prospectuses of CitiSelect VIP Folio 100, CitiSelect VIP Folio
200, CitiSelect VIP Folio 300, CitiSelect VIP Folio 400, CitiSelect VIP Folio
500, and CitiFunds Small Cap Growth VIP Portfolio) and Part B (the Statements
of Additional Information of CitiSelect VIP Folio 100, CitiSelect VIP Folio
200, CitiSelect VIP Folio 300, CitiSelect VIP Folio 400, CitiSelect VIP Folio
500, and CitiFunds Small Cap Growth VIP Portfolio) filed by the Registrant in
Post-Effective Amendment 4 to the Registration Statement under the Securities
Act of 1933 (File No. 333-15119) and Amendment No. 5 to the Registration
Statement under the Investment Company Act of 1940 (File No. 811-07893)
pursuant to Rule 485(a) on February 12, 1999 (Accession No.
0000929638-99-000064) are herein incorporated by reference.
<PAGE>
PART C
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Item 23. Exhibits.
* a(1) Amended and Restated Declaration of Trust of the Registrant
**** a(2) Amended and Restated Designation of Series of the Registrant
* b(1) By-Laws of the Registrant
*** b(2) Amendment to the By-Laws of the Registrant
*** d(1) Management Agreements between the Registrant and Citibank, N.A., as
investment manager and administrator
***** d(2) Form of Management Agreement between the Registrant and Citibank,
N.A., as investment manager and administrator to CitiSelect VIP Folio
100
*** d(3) Sub-Management Agreements with Franklin Advisory Services, Inc.
***** d(4) Form of Sub-Management Agreement with Franklin Advisory Services,
Inc. with respect to CitiSelect VIP Folio 100
*** d(5) Sub-Management Agreements with Hotchkis & Wiley
***** d(6) Form of Sub-Management Agreement with Hotchkis & Wiley with
respect to CitiSelect VIP Folio 100
***** d(7) Sub-Management Agreement with SSBC Fund Management, Inc. (formerly
known as Mutual Management Corp.)
***** d(8) Form of Sub-Management Agreement with SSBC Fund Management, Inc.
(formerly known as Mutual Management Corp.) with respect to
CitiSelect VIP Folio 100
***** d(9) Form of Sub-Management Agreement with Salomon Brothers Asset
Management Limited
***** d(10) Form of Sub-Management Agreement with Salomon Brothers Asset
Management Limited with respect to CitiSelect VIP Folio 100
*** e(1) Distribution Agreement between the Registrant and CFBDS, Inc.
(formerly known as The Landmark Funds Broker-Dealer Services, Inc.)
("CFBDS"), as distributor
***** e(2) Form of Letter Agreement adding CitiSelect VIP Folio 100 to the
Distribution Agreement between the Registrant and CFBDS
*** g(1) Custodian Contract between the Registrant, on behalf of the Funds, and
State Street Bank and Trust Company ("State Street"), as custodian
***** g(2) Form of Letter Agreement adding CitiSelect VIP Folio 100 to the
Custodian Contract between the Registrant and State
Street, as custodian
*** h(1) Transfer Agency and Service Agreement between the Registrant and State
Street, as transfer agent
***** h(2) Form of Letter Agreement adding CitiSelect VIP Folio 100 to the Transfer
Agency and Service Agreement between the Registrant and State Street,
as transfer agent
** i Opinion of Bingham Dana LLP
*** and herewith p Powers of Attorney
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* Incorporated by reference to the Registrant's Initial
Registration Statement on Form N-1A (File No. 333-15119) as
filed with the Securities and Exchange Commission on October 30,
1996.
** Incorporated by reference to Pre-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form N-1A (File No.
333-15119) as filed with the Securities and Exchange Commission
on November 15, 1996.
*** Incorporated by reference to Post-Effective Amendment No. 2 to
the Registrant's Registration Statement on Form N-1A (File No.
333-15119) as filed with the Securities and Exchange Commission
on February 26, 1998.
<PAGE>
**** Incorporated by reference to Post-Effective Amendment No. 3 to
the Registrant's Registration Statement on Form N-1A (File No.
333-15119) as filed with the Securities and Exchange Commission
on April 29, 1998.
***** Incorporated by reference to Post-Effective Amendment No. 4 to
the Registrant's Registration Statement on Form N-1A (File No.
333-15119) as filed with the Securities and Exchange Commission
on February 12, 1999.
Item 24. Persons Controlled by or under Common Control with Registrant.
Not applicable.
Item 25. Indemnification.
Reference is hereby made to (a) Article V of the Registrant's Declaration
of Trust, filed as an Exhibit to the Registrant's Initial Registration
Statement on Form N-1A; (b) Section 6 of the Distribution Agreement between the
Registrant and CFBDS, Inc., filed as an Exhibit to Post-Effective Amendment No.
2 to the Registrant's Registration Statement on Form N-1A; and (c) the
undertaking of the Registrant regarding indemnification set forth in its
Registration Statement on Form N-1A.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to Trustees, 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 Trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Trustee, 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.
The Trustees and officers of the Registrant and the personnel of the
Registrant's administrator are insured under an errors and omissions liability
insurance policy. The Registrant and its officers are also insured under the
fidelity bond required by Rule 17g-1 under the Investment Company Act of 1940.
Item 26. Business and Other Connections of Investment Adviser.
Citibank, N.A. ("Citibank") is a commercial bank offering a wide range of
banking and investment services to customers across the United States and
around the world. Citibank is a wholly-owned subsidiary of Citicorp, which is,
in turn, a wholly-owned subsidiary of Citigroup Inc. Citibank also serves as
investment adviser to the following registered investment companies (or series
thereof): Asset Allocation Portfolios (Large Cap Value Portfolio, Small Cap
Value Portfolio, International Portfolio, Foreign Bond Portfolio, Intermediate
Income Portfolio and Short-Term Portfolio), The Premium Portfolios (U.S. Fixed
Income Portfolio, High Yield Portfolio, Growth & Income Portfolio, Balanced
Portfolio, Large Cap Growth Portfolio, International Equity Portfolio,
Government Income Portfolio and Small Cap Growth Portfolio), Tax Free Reserves
Portfolio, U.S. Treasury Reserves Portfolio, Cash Reserves Portfolio,
CitiFundsSM Tax Free Income Trust (CitiFundsSM New York Tax Free Income
Portfolio, CitiFundsSM National Tax Free Income Portfolio and CitiFundsSM
California Tax Free Income Portfolio), CitiFundsSM Multi-State Tax Free Trust
(CitiFundsSM California Tax Free Reserves, CitiFundsSM New York Tax Free
Reserves and CitiFundsSM Connecticut Tax Free Reserves), and CitiFundsSM
Institutional Trust (CitiFundsSM Institutional Cash Reserves). Citibank and its
affiliates manage assets in excess of $327 billion worldwide. The principal
place of business of Citibank is located at 399 Park Avenue, New York, New York
10043.
<PAGE>
John S. Reed is the Chairman and a Director of Citibank. Victor J. Menezes
is the President and a Director of Citibank. William R. Rhodes and H. Onno
Ruding are Vice Chairmen and Directors of Citibank. The other Directors of
Citibank are Paul J. Collins, Vice Chairman of Citigroup Inc. and Robert I.
Lipp, Chairman and Chief Executive Officer of The Travelers Insurance Group
Inc. and of Travelers Property Casualty Corp.
Each of the individuals named above is also a Director of Citigroup Inc.
In addition, the following persons have the affiliations indicated:
Paul J. Collins Director, Kimberly-Clark Corporation
Robert I. Lipp Chairman, Chief Executive Officer and President,
Travelers Property Casualty Co.
John S. Reed Director, Monsanto Company
Director, Philip Morris Companies
Incorporated
Stockholder, Tampa Tank & Welding, Inc.
William R. Rhodes Director, Private Export Funding
Corporation
H. Onno Ruding Supervisory Director, Amsterdamsch Trustees Cantoor B.V.
Director, Pechiney S.A.
Advisory Director, Unilever NV and Unilever PLC
Director, Corning Incorporated
Franklin Advisory Services, LLC ("Franklin"), which was recently
reorganized as a limited liability company, serves as a sub-adviser with
respect to the small cap value securities of Small Cap Value Portfolio, a
series of Asset Allocation Portfolios, Franklin maintains its principal office
at One Parker Plaza, 16th Floor, Fort Lee, New Jersey 07024. Franklin, a
Delaware limited liability company formed in 1999, is a registered
investment adviser under the Investment Advisers Act of 1940 (the "Advisers
Act") and is an indirect wholly-owned subsidiary of Franklin Resources, Inc., a
publicly owned holding company. Franklin is an investment adviser to various
open-end and closed-end investment companies.
William J. Lippman is the President of Franklin. Mr. Lippman holds a
master of business administration degree from New York University and a
bachelor of business administration degree from City College of New York. Mr.
Lippman also serves as Senior Vice President of Franklin Resources, Inc. and
Franklin Management, Inc. and has been with the Franklin Templeton Group since
1988. Prior to joining Franklin Advisers Inc., Mr. Lippman was president of
L.F. Rothschild Fund Management, Inc. and has been in the securities industry
for over 30 years.
Each of the individuals named below is an officer of Franklin and has the
affiliations indicated:
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Name: Affiliations:
William J. Lippman Senior Vice President, Franklin Resources, Inc.
President Senior Vice President, Franklin Management, Inc.
Mr. Lippman also serves as officer and/or director or trustee of
six of the investment companies in the Franklin Group of Funds.
<PAGE>
Rupert H. Johnson, Jr. Executive Vice President and Director, Franklin Resources, Inc.
Senior Vice President Executive Vice President and Director, Franklin Templeton
Distributors, Inc.
President and Director, Franklin Advisers, Inc.
President and Director, Franklin Investment Advisory Services,
Inc.
Director, Franklin/Templeton Investor Services, Inc.
Mr. Johnson also serves as officer and/or director, trustee or
managing general partner, as the case may be, of most other
subsidiaries of Franklin Resources, Inc. and of 53 of the
investment companies in the Franklin Templeton Group of
Funds.
Deborah R. Gatzek Senior Vice President and General Counsel, Franklin Resources,
Vice President and Assistant Inc.
Secretary Senior Vice President, Franklin Templeton Services, Inc.
Senior Vice President, Franklin Templeton Distributors, Inc.
Executive Vice President, Franklin Advisers, Inc.
Vice President, Chief Legal Officer and Chief Operating
Officer, Franklin Investment Advisory Services, Inc.
Vice President, Franklin Mutual Advisers, LLC
Ms. Gatzek also serves as officer of 54 of the investment
companies in the Franklin Templeton Group of Funds.
Martin L. Flanagan Senior Vice President and Chief Financial Officer, Franklin
Chief Financial Officer Resources, Inc.
Senior Vice President and Chief Financial Officer,
Franklin/Templeton Investor Services, Inc.
Senior Vice President and Chief Financial Officer, Franklin
Mutual Advisers, LLC
Executive Vice President, Chief Financial Officer and Director,
Templeton Worldwide, Inc.
Executive Vice President, Chief Operating Officer and Director,
Templeton Investment Counsel, Inc.
Executive Vice President and Chief Financial Officer, Franklin
Advisers, Inc.
Chief Financial Officer, Franklin Investment Advisory Services,
Inc.
President and Director, Franklin Templeton Services, Inc.
Mr. Flanagan also serves as officer and/or director of some
of the other subsidiaries of Franklin Resources, Inc.; and officer
and/or director or trustee, as the case may be, of 53 of the
investment companies in the Franklin Templeton Group of
Funds.
Leslie M. Kratter Vice President and Secretary, Franklin Resources, Inc.
Secretary President and Director, Franklin/Templeton Travel, Inc.
Vice President and Secretary, Franklin Templeton Corporate
Services, Inc.
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<PAGE>
Hotchkis and Wiley, a division of Merrill Lynch Asset Management, L.P.
("Hotchkis"), a sub-adviser to International Portfolio, a series of Asset
Allocation Portfolios, maintains its principal office at 725 South Figueroa
Street, Suite 4000, Los Angeles, California 90017-5400. Harry Hartford and
Sarah Ketterer manage international equity accounts and are also responsible
for international investment research. Each serves on the Investment Policy
Committee at Hotchkis. Prior to joining Hotchkis, Mr. Hartford was with the
Investment Bank of Ireland, where he gained 10 years of experience in both
international and global equity management. Prior to joining Hotchkis, Ms.
Ketterer was an associate with Bankers Trust and an analyst at Dean Witter.
Following are the managing personnel of Hotchkis:
Name and Position: Other Affiliations:
Nigel Hurst-Brown
Co-Head
Michael F. Baxter Director of Camden Fruit
Co-Head
For information as to the business, profession, vocation or employment of
a substantial nature of each of the officers and directors of SSBC Fund
Management, Inc. (formerly known as Mutual Management Corp.) ("SSBC"), a
subadviser of the Registrant, reference is made to SSBC's current Form ADV
(File No. 801-8314) filed under the Advisers Act, incorporated herein by
reference.
For information as to the business, profession, vocation or employment of
a substantial nature of each of the officers and directors of Salomon Brothers
Asset Management Inc ("SBAM"), a subadviser of the Registrant, reference is
made to SBAM's current Form ADV (File No. 801-32046) filed under the Advisers
Act, incorporated herein by reference.
For information as to the business, profession, vocation or employment of
a substantial nature of each of the officers and directors of Salomon Brothers
Asset Management Limited ("SBAML"), a subadviser of the Registrant, reference
is made to SBAML's current Form ADV (File No. 801-43335) filed under the
Advisers Act, incorporated herein by reference.
Item 27. Principal Underwriters.
(a) CFBDS, the Registrant's Distributor, is also the distributor for
CitiFundsSM International Growth & Income Portfolio, CitiFundsSM International
Growth Portfolio, CitiFundsSM U.S. Treasury Reserves, CitiFundsSM Cash
Reserves, CitiFundsSM Premium U.S. Treasury Reserves, CitiFundsSM Premium
Liquid Reserves, CitiFundsSM Institutional U.S. Treasury Reserves, CitiFundsSM
Institutional Liquid Reserves, CitiFundsSM Institutional Cash Reserves,
CitiFundsSM Tax Free Reserves, CitiFundsSM Institutional Tax Free Reserves,
CitiFundsSM California Tax Free Reserves, CitiFundsSM Connecticut Tax Free
Reserves, CitiFundsSM New York Tax Free Reserves, CitiFundsSM Intermediate
Income Portfolio, CitiFundsSM Short-Term U.S. Government Income Portfolio,
CitiFundsSM New York Tax Free Income Portfolio, CitiFundsSM National Tax Free
Income Portfolio, CitiFundsSM California Tax Free Income Portfolio, CitiFundsSM
Small Cap Value Portfolio, CitiFundsSM Growth & Income Portfolio, CitiFundsSM
Large Cap Growth Portfolio, CitiFundsSM Small Cap Growth Portfolio, CitiFundsSM
Balanced Portfolio, CitiSelect Folio 100, CitiSelect Folio 200, CitiSelect
Folio 300, CitiSelect Folio 400, and CitiSelect Folio 500. CFBDS is also the
placement agent for Large Cap Value Portfolio, Small Cap Value Portfolio,
International Portfolio, Foreign Bond Portfolio, Intermediate Income Portfolio,
Short-Term Portfolio, Growth & Income Portfolio, U.S. Fixed Income Portfolio,
<PAGE>
High Yield Portfolio, Large Cap Growth Portfolio, Small Cap Growth Portfolio,
International Equity Portfolio, Balanced Portfolio, Government Income
Portfolio, Tax Free Reserves Portfolio, Cash Reserves Portfolio and U.S.
Treasury Reserves Portfolio. CFBDS also serves as the distributor for the
following funds: The Travelers Fund U for Variable Annuities, The Travelers
Fund VA for Variable Annuities, The Travelers Fund BD for Variable Annuities,
The Travelers Fund BD II for Variable Annuities, The Travelers Fund BD III for
Variable Annuities, The Travelers Fund BD IV for Variable Annuities, The
Travelers Fund ABD for Variable Annuities, The Travelers Fund ABD II for
Variable Annuities, The Travelers Separate Account PF for Variable Annuities,
The Travelers Separate Account PF II for Variable Annuities, The Travelers
Separate Account QP for Variable Annuities, The Travelers Separate Account TM
for Variable Annuities, The Travelers Separate Account TM II for Variable
Annuities, The Travelers Separate Account Five for Variable Annuities, The
Travelers Separate Account Six for Variable Annuities, The Travelers Separate
Account Seven for Variable Annuities, The Travelers Separate Account Eight for
Variable Annuities, The Travelers Fund UL for Variable Life Insurance, The
Travelers Fund UL II for Variable Life Insurance, The Travelers Fund UL III for
Variable Life Insurance, The Travelers Variable Life Insurance Separate Account
One, The Travelers Variable Life Insurance Separate Account Two, The Travelers
Variable Life Insurance Separate Account Three, The Travelers Variable Life
Insurance Separate Account Four, The Travelers Separate Account MGA, The
Travelers Separate Account MGA II, The Travelers Growth and Income Stock
Account for Variable Annuities, The Travelers Quality Bond Account for Variable
Annuities, The Travelers Money Market Account for Variable Annuities, The
Travelers Timed Growth and Income Stock Account for Variable Annuities, The
Travelers Timed Short-Term Bond Account for Variable Annuities, The Travelers
Timed Aggressive Stock Account for Variable Annuities, The Travelers Timed Bond
Account for Variable Annuities, Emerging Growth Fund, Government Fund, Growth
and Income Fund, International Equity Fund, Municipal Fund, Balanced
Investments, Emerging Markets Equity Investments, Government Money Investments,
High Yield Investments, Intermediate Fixed Income Investments, International
Equity Investments, International Fixed Income Investments, Large
Capitalization Growth Investments, Large Capitalization Value Equity
Investments, Long-Term Bond Investments, Mortgage Backed Investments, Municipal
Bond Investments, Small Capitalization Growth Investments, Small Capitalization
Value Equity Investments, Appreciation Portfolio, Diversified Strategic Income
Portfolio, Emerging Growth Portfolio, Equity Income Portfolio, Equity Index
Portfolio, Growth & Income Portfolio, Intermediate High Grade Portfolio,
International Equity Portfolio, Money Market Portfolio, Total Return Portfolio,
Smith Barney Adjustable Rate Government Income Fund, Smith Barney Aggressive
Growth Fund Inc., Smith Barney Appreciation Fund, Smith Barney Arizona
Municipals Fund Inc., Smith Barney California Municipals Fund Inc., Balanced
Portfolio, Conservative Portfolio, Growth Portfolio, High Growth Portfolio,
Income Portfolio, Global Portfolio, Select Balanced Portfolio, Select
Conservative Portfolio, Select Growth Portfolio, Select High Growth Portfolio,
Select Income Portfolio, Concert Social Awareness Fund, Smith Barney Large Cap
Blend Fund, Smith Barney Fundamental Value Fund Inc., Large Cap Value Fund,
Short-Term High Grade Bond Fund, U.S. Government Securities Fund, Smith Barney
Balanced Fund, Smith Barney Convertible Fund, Smith Barney Diversified
Strategic Income Fund, Smith Barney Exchange Reserve Fund, Smith Barney High
Income Fund, Smith Barney Municipal High Income Fund, Smith Barney Premium
Total Return Fund, Smith Barney Total Return Bond Fund, Cash Portfolio,
Government Portfolio, Municipal Portfolio, Concert Peachtree Growth Fund, Smith
Barney Contrarian Fund, Smith Barney Government Securities Fund, Smith Barney
Hansberger Global Small Cap Value Fund, Smith Barney Hansberger Global Value
Fund, Smith Barney Investment Grade Bond Fund, Smith Barney Special Equities
Fund, Smith Barney Intermediate Maturity California Municipals Fund, Smith
Barney Intermediate Maturity New York Municipals Fund, Smith Barney Large
Capitalization Growth Fund, Smith Barney S&P 500 Index Fund, Smith Barney Mid
Cap Blend Fund, Smith Barney Managed Governments Fund Inc., Smith Barney
Managed Municipals Fund Inc., Smith Barney Massachusetts Municipals Fund, Cash
Portfolio, Government Portfolio, Retirement Portfolio, California Money Market
Portfolio, Florida Portfolio, Georgia Portfolio, Limited Term Portfolio, New
York Money Market Portfolio, New York Portfolio, Pennsylvania Portfolio, Smith
Barney Municipal Money Market Fund, Inc., Smith Barney Natural Resources Fund
<PAGE>
Inc., Smith Barney New Jersey Municipals Fund Inc., Smith Barney Oregon
Municipals Fund, Zeros Plus Emerging Growth Series 2000, Smith Barney Security
and Growth Fund, Smith Barney Small Cap Blend Fund, Inc., Smith Barney
Telecommunications Income Fund, Income and Growth Portfolio, Reserve Account
Portfolio, U.S. Government/High Quality Securities Portfolio, Emerging Markets
Portfolio, European Portfolio, Global Government Bond Portfolio, International
Balanced Portfolio, International Equity Portfolio, Pacific Portfolio, AIM
Capital Appreciation Portfolio, Alliance Growth Portfolio, GT Global Strategic
Income Portfolio, MFS Total Return Portfolio, Putnam Diversified Income
Portfolio, Smith Barney High Income Portfolio, Smith Barney Large Cap Value
Portfolio, Smith Barney International Equity Portfolio, Smith Barney Large
Capitalization Growth Portfolio, Smith Barney Money Market Portfolio, Smith
Barney Pacific Basin Portfolio, TBC Managed Income Portfolio, Van Kampen
American Capital Enterprise Portfolio, Centurion Tax-Managed U.S. Equity Fund,
Centurion Tax-Managed International Equity Fund, Centurion U.S. Protection
Fund, Centurion International Protection Fund, Global High-Yield Bond Fund,
International Equity Fund, Emerging Opportunities Fund, Core Equity Fund,
Long-Term Bond Fund, Global Dimensions Fund L.P., Citicorp Private Equity L.P.,
AIM V.I. Capital Appreciation Fund, AIM V.I. Government Series Fund, AIM V.I.
Growth Fund, AIM V.I. International Equity Fund, AIM V.I. Value Fund, Fidelity
VIP Growth Portfolio, Fidelity VIP High Income Portfolio, Fidelity VIP Equity
Income Portfolio, Fidelity VIP Overseas Portfolio, Fidelity VIP II Contrafund
Portfolio, Fidelity VIP II Index 500 Portfolio, MFS World Government Series,
MFS Money Market Series, MFS Bond Series, MFS Total Return Series, MFS Research
Series, MFS Emerging Growth Series, Salomon Brothers Institutional Money Market
Fund, Salomon Brothers Cash Management Fund, Salomon Brothers New York
Municipal Money Market Fund, Salomon Brothers National Intermediate Municipal
Fund, Salomon Brothers U.S. Government Income Fund, Salomon Brothers High Yield
Bond Fund, Salomon Brothers Strategic Bond Fund, Salomon Brothers Total Return
Fund, Salomon Brothers Asia Growth Fund, Salomon Brothers Capital Fund Inc,
Salomon Brothers Investors Fund Inc, Salomon Brothers Opportunity Fund Inc,
Salomon Brothers Institutional High Yield Bond Fund, Salomon Brothers
Institutional Emerging Markets Debt Fund, Salomon Brothers Variable Investors
Fund, Salomon Brothers Variable Capital Fund, Salomon Brothers Variable Total
Return Fund, Salomon Brothers Variable High Yield Bond Fund, Salomon Brothers
Variable Strategic Bond Fund, Salomon Brothers Variable U.S. Government Income
Fund, and Salomon Brothers Variable Asia Growth Fund.
(b) The information required by this Item 27 with respect to each director
and officer of CFBDS is incorporated by reference to Schedule A of Form BD
filed by CFBDS pursuant to the Securities and Exchange Act of 1934 (File No.
8-32417).
(c) Not applicable.
Item 28. Location of Accounts and Records.
The accounts and records of the Registrant are located, in whole or in
part, at the office of the Registrant and the following locations:
NAME ADDRESS
CFBDS, Inc. 21 Milk Street
(distributor) Boston, MA 02109
State Street Bank and Trust Company 1776 Heritage Drive
(transfer agent and custodian) North Quincy, MA 02171
Citibank, N.A. 153 East 53rd Street
(investment manager) New York, NY 10043
Item 29. Management Services.
Not applicable.
Item 30. Undertakings.
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Boston and
Commonwealth of Massachusetts on the 29th day of April, 1999.
VARIABLE ANNUITY PORTFOLIOS
By Philip W. Coolidge
-----------------------------
Philip W. Coolidge
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities indicated below on April 29, 1999.
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Signature Title
Philip W. Coolidge President, Principal Executive Officer and Trustee
-----------------------------
Philip W. Coolidge
John R. Elder Principal Financial Officer and Principal
----------------------------- Accounting Officer
John R. Elder
Elliott J. Berv* Trustee
-----------------------------
Elliott J. Berv
Mark T. Finn* Trustee
-----------------------------
Mark T. Finn
Riley C. Gilley* Trustee
-----------------------------
Riley C. Gilley
Diana R. Harrington* Trustee
-----------------------------
Diana R. Harrington
Susan B. Kerley* Trustee
-----------------------------
Susan B. Kerley
Heath B. McLendon* Trustee
-----------------------------
Heath B. McLendon
C. Oscar Morong, Jr.* Trustee
-----------------------------
C. Oscar Morong, Jr.
Walter E. Robb, III* Trustee
-----------------------------
Walter E. Robb, III
E. Kirby Warren* Trustee
-----------------------------
E. Kirby Warren
William S. Woods, Jr.* Trustee
-----------------------------
William S. Woods, Jr.
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*By: Philip W. Coolidge
-------------------------
Philip W. Coolidge
Executed by Philip W. Coolidge on behalf of
those indicated pursuant to Powers of
Attorney.
<PAGE>
EXHIBIT INDEX
Exhibit Description:
No.:
p Power of Attorney
Exhibit p
VARIABLE ANNUITY PORTFOLIOS
The undersigned hereby constitutes and appoints Philip W. Coolidge, John R.
Elder, Susan Jakuboski, Molly S. Mugler and Linda T. Gibson, and each of them,
with full powers of substitution as his true and lawful attorneys and agents to
execute in his name and on his behalf in any and all capacities the
Registration Statements on Form N-1A, and any and all amendments thereto, filed
by Variable Annuity Portfolios (on behalf of each of its series now or
hereinafter created) (the "Registrant") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and under the
Investment Company Act of 1940, as amended, and any and all other instruments
which such attorneys and agents, or any of them, deem necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the rules, regulations and
requirements of the Securities and Exchange Commission, and the securities or
Blue Sky laws of any state or other jurisdiction; and the undersigned hereby
ratifies and confirms as his own act and deed any and all that such attorneys
and agents, or any of them, shall do or cause to be done by virtue hereof. Any
one of such attorneys and agents shall have, and may exercise, all of the
powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 5th day
of February, 1999.
/s/ Heath B. McLendon
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Heath B. McLendon
