As filed with the Securities and Exchange Registration No. 33-88722
Commission on September 15, 1998 Registration No. 811-2512
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- --------------------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 8 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
and Amendment to
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
- --------------------------------------------------------------------------------
Variable Annuity Account B of Aetna Life Insurance and Annuity Company
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, RE4A, Hartford, Connecticut 06156
Depositor's Telephone Number, including Area Code: (860) 273-4686
Julie E. Rockmore, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, RE4A, Hartford, Connecticut 06156
(Name and Address of Agent for Service)
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on October 1, 1998 pursuant to paragraph (b) of Rule 485
<PAGE>
VARIABLE ANNUITY ACCOUNT B
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
LOCATION - PROSPECTUS DATED MAY 1, 1998,
AND AS AMENDED BY SUPPLEMENTS EACH DATED
FORM N-4 OCTOBER 1, 1998
ITEM NO. PART A (PROSPECTUS)
<S> <C> <C>
1 Cover Page........................................... Cover Page
2 Definitions.......................................... Definitions
3 Synopsis............................................. Prospectus Summary; Fee Table, and as
supplemented
4 Condensed Financial Information...................... Condensed Financial Information
5 General Description of Registrant, Depositor, and
Portfolio Companies.................................. The Company; Variable Annuity Account B;
The Funds, and as supplemented
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 Additional Contents of the Statement of Additional
Information.......................................... Information
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOCATION - STATEMENT OF ADDITIONAL
FORM N-4 PART B (STATEMENT OF ADDITIONAL INFORMATION) INFORMATION DATED MAY 1, 1998
ITEM NO.
<S> <C> <C>
15 Cover Page........................................... Cover page
16 Table of Contents.................................... Table of Contents
17 General Information and History...................... General Information and History
18 Services............................................. General Information and History;
Independent Auditors
19 Purchase of Securities Being Offered................. Offering and Purchase of Contracts
20 Underwriters......................................... Offering and Purchase of Contracts
21 Calculation of Performance Data...................... Performance Data; Average Annual Total
Return Quotations
22 Annuity Payments..................................... Annuity Payments
23 Financial Statements................................. Financial Statements
</TABLE>
Part C (Other Information)
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C to this Registration Statement.
<PAGE>
PARTS A AND B
The Prospectus and Statement of Additional Information are incorporated in Parts
A and B, respectively, of this Post-Effective Amendment No. 8 by reference to
Post-Effective Amendment No. 7 to the Registration Statement on Form N-4 (File
No. 33-88722), as filed electronically on April 15, 1998 (Accession No.
0000950146-98-000624).
Two Supplements to the Prospectus, each dated October 1, 1998, are included in
Part A of this Post-Effective Amendment.
<PAGE>
VARIABLE ANNUITY ACCOUNT C
VARIABLE ANNUITY ACCOUNT B
Aetna Life Insurance and Annuity Company
Supplement Dated October 1, 1998
to May 1, 1998 Prospectus or Contract Prospectus Summary
This supplement describes Series D of Aetna GET Fund ("GET D"), an investment
option which may be available under the Contract described by the Variable
Annuity Account B or C Prospectus or Contract Prospectus Summary, and a
guarantee offered by the Aetna Life Insurance and Annuity Company ("Aetna") in
connection with investments in GET D. GET D may not be available in all
jurisdictions, under all Contracts or in all Plans. See the prospectus for GET
D for a more complete description of the Fund, including charges and expenses.
AETNA GET FUND--SERIES D
GET D seeks to achieve maximum total return without compromising a minimum
targeted rate of return by participating in favorable equity market performance
during the Guaranteed Period which runs from January 16, 1999 through January
15, 2004. GET D shares will be offered for a limited time period, from October
15, 1998 through the close of business on January 15, 1999 ("Offering Period").
Aeltus Investment Management, Inc. is the investment adviser to GET D.
THE GET FUND GUARANTEE
GET D will mature on January 15, 2004 ("Maturity Date"), which will end the
Guaranteed Period for GET D. Aetna guarantees that the value of a GET D
accumulation unit on the Maturity Date will not be less than the value of a GET
D accumulation unit as valued after the close of business on the last day of
the Offering Period. If necessary, Aetna will transfer funds from its General
Account to GET D to offset any shortfall. THIS GUARANTEE DOES NOT APPLY TO
WITHDRAWALS OR TRANSFERS MADE BEFORE THE MATURITY DATE. Such withdrawals or
transfers are made at the actual accumulation unit value on the date of the
transaction.
GET D is only available as an investment option during the accumulation period.
GET D should not be selected if annuity payments or other withdrawals or
transfers from GET D are expected to begin prior to the Maturity Date. Contract
Holders or Participants must transfer any portion of the value of their account
("Account Value") held in GET D to another investment option before an annuity
option is elected.
Prior to the Maturity Date, Aetna will send a notice to each Contract
Holder/Participant with amounts in GET D reminding them that the Maturity Date
is approaching and that another investment option must be elected. If no such
election is made, on the Maturity Date Aetna will transfer the portion of the
Account Value based on GET D to another available series of GET Fund. If no GET
Fund series is available, 50% of the Account Value from GET D will be
transferred to Aetna Variable Fund d/b/a Aetna Growth and Income VP, a growth
and income fund. The remaining 50% of the Account Value from GET D will be
transferred to Aetna Income Shares d/b/a Aetna Bond VP, a bond fund. The
transfers will be made as of the next determined accumulation unit value.
X.GET D-98 October 1998
<PAGE>
The following information supplements the Fee Table contained in the Prospectus
or Contract Prospectus Summary:
SEPARATE ACCOUNT ANNUAL EXPENSES
In addition to any amounts currently listed under the heading "Separate Account
Annual Expenses" in the Prospectus or Contract Prospectus Summary, Aetna will
make a daily deduction of a GET Guarantee Charge, equal on an annual basis to
the percentage shown below, from amounts allocated to the GET D investment
option:
GET Guarantee Charge (deducted daily during the Guaranteed Period)..0.25%
Maximum Total Separate Account Annual Expenses..........................1.75%(1)
(1) The Total Separate Account Expenses applicable to your particular Contract
may be lower. Please refer to the Fee Table section of your Prospectus or
Contract Prospectus Summary.
Aetna GET Fund Series D Annual Expenses
(As a percentage of average net assets)
<TABLE>
<CAPTION>
INVESTMENT OTHER TOTAL FUND
ADVISORY FEE* EXPENSES** ANNUAL EXPENSES
--------------- -------------- ----------------
<S> <C> <C> <C>
Aetna GET Fund Series D 0.60% 0.15% 0.75%
</TABLE>
*0.25% during the Offering Period. Thereafter, a management fee at an annual
rate of 0.60% will apply during the Guaranteed Period.
**"Other Expenses" include an administrative fee on an annual basis of 0.075%
of the average daily net assets of GET D and additional expenses which the
investment adviser has agreed will not exceed on an annual basis 0.075% of the
average daily net assets of GET D.
For more information regarding expenses paid out of assets of the Fund, see the
GET D prospectus.
HYPOTHETICAL ILLUSTRATION (Example)--Aetna GET Fund Series D
THIS EXAMPLE IS PURELY HYPOTHETICAL. IT SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OR EXPECTED RETURN. ACTUAL EXPENSES
AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW.
The following Examples illustrate the expenses that would have been paid
assuming a $1,000 investment in the GET D investment option under the contract
and a 5% return on assets.***
<TABLE>
<CAPTION>
EXAMPLE A EXAMPLE B
- -------------------------------------------------------------- ---------------------------------------------------
If you withdraw your entire Account Value at the end of the If you do not withdraw your Account Value, you
periods shown, you would pay the following expenses, including would pay the following expenses (no deferred sales
any applicable deferred sales charge: charge is reflected):
1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C> <C> <C> <C>
$78 $135 $195 $295 $26 $81 $139 $295
</TABLE>
***The Examples above assume that a mortality and expense risk charge of 1.25%
on an annual basis, an administrative expense charge of 0.25% on an annual
basis, a GET guarantee charge of 0.25% on an annual basis, and an annual
maintenance fee that has been converted to a percentage of assets equal to
0.114%, are assessed. Example A assumes that a deferred sales charge of 5% of
the Account Value at the end of years 1, 3 and 5, and 0% at the end of year
10, is assessed. (The expenses that you would pay under your particular
Contract may be lower. Please refer to the Fee Table section of your
Prospectus or Contract Prospectus Summary.)
X.GET D-98 October 1998
<PAGE>
VARIABLE ANNUITY ACCOUNT C
VARIABLE ANNUITY ACCOUNT B
Aetna Life Insurance and Annuity Company
Supplement Dated October 1, 1998
to May 1, 1998 Prospectus or Contract Prospectus Summary
The following information updates and amends the "Fixed Account" Appendix or
the "Fixed Account" section of the "Contracts Acquired by Exchange" Appendix of
the Prospectus or Contract Prospectus Summary as follows:
If the Company pays the Fixed Account Withdrawal Value in equal payments,
with interest, over a period not to exceed 60 months, then the following
language replaces the paragraph that describes the applicable interest rate
to be credited by the Company:
"During the payment period, the interest rate credited to amounts held in
the Fixed Account will be determined in the manner set forth in the
Contract. In no event will the interest rate be less than the minimum
stated in the Contract."
Information about the Aetna Value Opportunity VP investment option is amended
as follows:
Effective October 1, 1998, the sub-adviser for Aetna Variable Portfolios,
Inc.--Aetna Value Opportunity VP will be Bradley, Foster & Sargent, Inc. Aeltus
Investment Management, Inc. will continue to be the investment adviser to the
Fund.
X.FAVALOP-98 October 1998
<PAGE>
VARIABLE ANNUITY ACCOUNT B
PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
(1) Incorporated by reference in Part A:
Condensed Financial Information
(2) Incorporated by reference in Part B:
Financial Statements of Variable Annuity Account B:
- Statement of Assets and Liabilities as of December 31, 1997
- Statements of Operations and Changes in Net Assets for the
years ended December 31, 1997 and 1996
- Notes to Financial Statements
- Independent Auditors' Report
Financial Statements of the Depositor:
- Independent Auditors' Report
- Consolidated Statements of Income for the years ended December
31, 1997, 1996 and 1995
- Consolidated Balance Sheets as of December 31, 1997 and 1996
- Consolidated Statements of Changes in Shareholder's Equity for
the years ended December 31, 1997, 1996 and 1995
- Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995
- 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) Broker-Dealer Agreement(2)
(3.2) Alternative Form of Wholesaling Agreement and Related Selling
Agreement(3)
(4.1) Variable Annuity Contract (GLID-CDA-HO)(4)
(4.2) Endorsement (E2ACB95) to Contract GLID-CDA-HO(4)
(4.3) Endorsement (EGETE-IC(R)) to Contract GLID-CDA-HO(5)
(4.4) Endorsement (EFUND97) to Contract GLID-CDA-HO(6)
(5) Variable Annuity Contract Application (300-GTD-IA)(7)
(6.1) Certificate of Incorporation of Aetna Life Insurance and Annuity
Company(8)
(6.2) Amendment of Certificate of Incorporation of Aetna Life
Insurance and Annuity Company(9)
(6.3) By-Laws as amended September 17, 1997 of Aetna Life Insurance
and Annuity Company(10)
(7) Not applicable
<PAGE>
(8.1) Fund Participation Agreement by and among Aetna Life Insurance
and Annuity Company and Aetna Variable Fund, Aetna Variable
Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna
GET Fund on behalf of each of its series, Aetna Generation
Portfolios, Inc., on behalf of each of its series, and Aetna
Variable Portfolios, Inc. on behalf of each of its series and
Aeltus Investment Management, Inc., dated as of May 1, 1998(2)
(8.2) Service Agreement between Aeltus Investment Management, Inc. and
Aetna Life Insurance and Annuity Company in connection with the
sale of shares of Aetna Variable Fund, Aetna Variable Encore
Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET
Fund on behalf of each of its series, Aetna Generation
Portfolios, Inc. on behalf of each of its series and Aetna
Variable Portfolios, Inc., on behalf of each of its series dated
as of May 1, 1998(2)
(8.3) Fund Participation Agreement among Calvert Responsibly Invested
Balanced Portfolio, Calvert Asset Management Company, Inc. and
Aetna Life Insurance and Annuity Company dated December 1,
1997(11)
(8.4) Service Agreement between Calvert Asset Management Company, Inc.
and Aetna Life Insurance and Annuity Company Dated December 1,
1997(11)
(8.5) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company, Variable Insurance Products Fund and Fidelity
Distributors Corporation dated February 1, 1994 and amended on
December 15, 1994, February 1, 1995, May 1, 1995, January 1,
1996 and March 1, 1996(9)
(8.6) Fifth Amendment, dated as of May 1, 1997, to the Fund
Participation Agreement between Aetna Life Insurance and Annuity
Company, Variable Insurance Products Fund and Fidelity
Distributors Corporation dated February 1, 1994 and amended on
December 15, 1994, February 1, 1995, May 1, 1995, January 1,
1996 and March 1, 1996(12)
(8.7) Sixth Amendment dated November 6, 1997 to the Fund Participation
Agreement between Aetna Life Insurance and Annuity Company,
Variable Insurance Products Fund and Fidelity Distributors
Corporation dated February 1, 1994 and amended on December 15,
1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1,
1996 and May 1, 1997(13)
(8.8) Seventh Amendment dated as of May 1, 1998 to the Fund
Participation Agreement between Aetna Life Insurance and Annuity
Company, Variable Insurance Products Fund and Fidelity
Distributors Corporation dated February 1, 1994 and amended on
December 15, 1994, February 1, 1995, May 1, 1995, January 1,
1996, March 1, 1996 May 1, 1997 and November 6, 1997(2)
(8.9) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company, Variable Insurance Products Fund II and
Fidelity Distributors Corporation dated February 1, 1994 and
amended on December 15, 1994, February 1, 1995, May 1, 1995,
January 1, 1996 and March 1,1996(9)
(8.10) Fifth Amendment, dated as of May 1, 1997, to the Fund
Participation Agreement between Aetna Life Insurance and Annuity
Company, Variable Insurance Products Fund II and Fidelity
Distributors Corporation dated February 1, 1994 and amended
<PAGE>
on December 15, 1994, February 1, 1995, May 1, 1995, January 1,
1996 and March 1, 1996(12)
(8.11) Sixth Amendment dated as of January 20, 1998 to the Fund
Participation Agreement between Aetna Life Insurance and Annuity
Company, Variable Insurance Products Fund II and Fidelity
Distributors Corporation dated February 1, 1994 and amended on
December 15, 1994, February 1, 1995, May 1, 1995, January 1,
1996, March 1, 1996 and May 1, 1997(14)
(8.12) Seventh Amendment dated as of May 1, 1998 to the Fund
Participation Agreement between Aetna Life Insurance and Annuity
Company, Variable Insurance Products Fund II and Fidelity
Distributors Corporation dated February 1, 1994 and amended on
December 15, 1994, February 1, 1995, May 1, 1995, January 1,
1996, March 1, 1996 May 1, 1997 and January 20, 1998(2)
(8.13) Service Agreement between Aetna Life Insurance and Annuity
Company and Fidelity Investments Institutional Operations
Company dated as of November 1, 1995(15)
(8.14) Amendment dated January 1, 1997 to Service Agreement between
Aetna Life Insurance and Annuity Company and Fidelity
Investments Institutional Operations Company dated as of
November 1, 1995(12)
(8.15) Fund Participation Agreement among Janus Aspen Series and Aetna
Life Insurance and Annuity Company and Janus Capital Corporation
dated December 8, 1997(16)
(8.16) Service Agreement between Janus Capital Corporation and Aetna
Life Insurance and Annuity Company dated December 8, 1997(16)
(8.17) 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)
(8.18) Fund Participation Agreement dated as of March 11, 1997 between
Aetna Life Insurance and Annuity Company and Oppenheimer
Variable Annuity Account Funds and Oppenheimer Funds, Inc.(17)
(8.19) Service Agreement dated as of March 11, 1997 between Oppenheimer
Funds, Inc. and Aetna Life Insurance and Annuity Company(17)
(9) Opinion and Consent of Counsel
(10) Consent of Independent Auditors
(11) Not applicable
(12) Not applicable
(13) Schedule for Computation of Performance Data(18)
(14) Not applicable
(15.1) Powers of Attorney(19)
(15.2) Authorization for Signatures(3)
1. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-75986), as filed electronically on April
22, 1996 (Accession No. 0000950146-96-000563).
<PAGE>
2. Incorporated by reference to Registration Statement on Form N-4 (File No.
333-56297) as filed electronically on June 8, 1998 (Accession No.
0000950146-98-000983).
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 (Accession No. 0000912057-96-006383).
4. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 33-88722), as filed electronically on
November 30, 1995 (Accession No. 0000812057-95-010604).
5. Incorporated by reference to Post-Effective Amendment No. 8 to Registration
Statement on Form N-4 (File No. 33-75986), as filed electronically on August
30, 1996 (Accession No. 0000928389-96-000152).
6. Incorporated by reference to Post-Effective Amendment No. 14 to Registration
Statement on Form N-4 (File No. 33-75964), as filed electronically on July
29, 1997 (Accession No. 0000950146-97-001101).
7. Incorporated by reference to Post-Effective Amendment No. 14 to Registration
Statement on Form N-4 (File No. 33-75982), as filed electronically on August
19, 1997 (Accession No. 0000950416-97-001304).
8. 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 (Accession No. 0000950416-96-000534).
9. Incorporated by reference to Post-Effective Amendment No. 12 to Registration
Statement on Form N-4 (File No. 33-75964), as filed electronically on
February 11, 1997 (Accession No. 0000950416-97-000159).
10. Incorporated by reference to Post-Effective Amendment No. 12 to Registration
Statement on Form N-4 (File No. 33-91846), as filed electronically on
October 30, 1997 (Accession No. 0000950146-97-001589).
11. Incorporated by reference to Post-Effective Amendment No. 8 to Registration
Statement on Form N-4 (File No. 333-01107), as filed electronically on
February 19, 1998 (Accession No. 0000950146-98-000248).
12. Incorporated by reference to Post-Effective Amendment No. 30 to Registration
Statement on Form N-4 (File No. 33-34370), as filed electronically on
September 29, 1997 (Accession No. 0000950146-97-001485).
13. Incorporated by reference to Post-Effective Amendment No. 16 to Registration
Statement on Form N-4 (File No. 33-75964), as filed electronically on
February 9, 1998 (Accession No. 0000950146-98-000179).
14. Incorporated by reference to Post-Effective Amendment No. 7 to Registration
Statement on Form S-6 (File No. 33-75248), as filed electronically on
February 24, 1998 (Accession No. 0000950146-98-000267).
15. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-4 (File No. 33-88720), as filed electronically on June
28, 1996 (Accession No. 0000928389-96-000136).
16. Incorporated by reference to Post-Effective Amendment No. 10 to Registration
Statement on Form N-4 (File No. 33-75992), as filed electronically on
December 31, 1997 (Accession No. 0000950146-97-001982).
<PAGE>
17. Incorporated by reference to Post-Effective Amendment No. 27 to Registration
Statement on Form N-4 (File No. 33-34370), as filed electronically on April
16, 1997 (Accession No. 0000950146-97-000617).
18. Incorporated by reference to Post-Effective Amendment No. 7 to Registration
Statement on Form N-4 (File No. 33-88722) as filed electronically on April
15, 1998 (Accession No. 0000950146-98-000624).
19. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 333-56297), as filed electronically on
August 4, 1998 (Accession No. 0000950146-98-001283).
<PAGE>
Item 25. Directors and Officers of the Depositor
<TABLE>
<CAPTION>
Name and Principal
Business Address* Positions and Offices with Depositor
- ----------------- ------------------------------------
<S> <C>
Thomas J. McInerney Director and President
Shaun P. Mathews Director and Senior Vice President
Catherine H. Smith Director, Chief Financial Officer and Senior Vice
President
Deborah Koltenuk Vice President, Treasurer and Corporate Controller
Frederick D. Kelsven Vice President and Chief Compliance Officer
Kirk P. Wickman Vice President, General Counsel and Corporate Secretary
</TABLE>
* The principal business address of all directors and officers listed is 151
Farmington Avenue, Hartford, Connecticut 06156.
Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant
Incorporated herein by reference to Item 26 of Registration Statement on
Form N-4 (File No. 333-01107), as filed electronically on September 10, 1998
(Accession No. 0000950146-98-001550).
Item 27. Number of Contract Owners
As of July 31, 1998, there were 69,623 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account B.
Item 28. Indemnification
Section 21 of Public Act No. 97-246 of the Connecticut General Assembly (the
"Act") provides that a corporation may provide indemnification of or advance
expenses to a director, officer, employee or agent only as permitted by Sections
33-770 to 33-778, inclusive, of the Connecticut General Statutes, as amended by
Sections 12 to 20, inclusive, of this Act. Reference is hereby made to Section
33-771(e) of the Connecticut General Statutes ("CGS") regarding indemnification
of directors and Section 33-776(d) of CGS regarding indemnification of officers,
employees and agents of Connecticut corporations. These statutes provide in
general that Connecticut corporations incorporated prior to January 1, 1997
shall, except to the extent that their certificate of incorporation expressly
provides otherwise, indemnify their directors, officers, employees and agents
against "liability" (defined as the obligation to pay a judgment, settlement,
penalty, fine, including an excise tax assessed with respect to an employee
benefit plan, or
<PAGE>
reasonable expenses incurred with respect to a proceeding) when (1) a
determination is made pursuant to Section 33-775 that the party seeking
indemnification has met the standard of conduct set forth in Section 33-771 or
(2) a court has determined that indemnification is appropriate pursuant to
Section 33-774. Under Section 33-775, the determination of and the authorization
for indemnification are made (a) by the disinterested directors, as defined in
Section 33-770(3); (b) by special counsel; (c) by the shareholders; or (d) in
the case of indemnification of an officer, agent or employee of the corporation,
by the general counsel of the corporation or such other officer(s) as the board
of directors may specify. Also, Section 33-772 provides that a corporation shall
indemnify an individual who was wholly successful on the merits or otherwise
against reasonable expenses incurred by him in connection with a proceeding to
which he was a party because he was a director, officer, employee or agent of
the corporation. In the case of a proceeding by or in the right of the
corporation or with respect to conduct for which the director, officer, agent or
employee was adjudged liable on the basis that he received a financial benefit
to which he was not entitled, indemnification is limited to reasonable expenses
incurred in connection with the proceeding against the corporation to which the
individual was named a party.
The statute does specifically authorize a corporation to procure indemnification
insurance on behalf of an individual who was a director, officer, employer or
agent of the corporation. Consistent with the statute, Aetna Inc. has procured
insurance from Lloyd's of London and several major United States excess insurers
for its directors and officers and the directors and officers of its
subsidiaries, including the Depositor.
Item 29. Principal Underwriter
(a) In addition to serving as the principal underwriter and depositor for
the Registrant, Aetna Life Insurance and Annuity Company (Aetna) also
acts as the principal underwriter, only, for Aetna Variable Encore
Fund, Aetna Variable Fund, Aetna Generation Portfolios, Inc., Aetna
Income Shares, Aetna Balanced VP, Inc. (formerly Aetna Investment
Advisers Fund, Inc.), Aetna GET Fund, and Aetna Variable Portfolios,
Inc. and as the principal underwriter and investment adviser for
Portfolio Partners, Inc. (all management investment companies
registered under the Investment Company Act of 1940 (1940 Act)).
Additionally, Aetna acts as the principal underwriter and depositor for
Variable Life Account B of Aetna, Variable Annuity Account C of Aetna
and Variable Annuity Account G of Aetna (separate accounts of Aetna
registered as unit investment trusts under the 1940 Act). Aetna is also
the principal underwriter for Variable Annuity Account I of Aetna
Insurance Company of America (AICA) (a separate account of AICA
registered as a unit investment trust under the 1940 Act).
(b) See Item 25 regarding the Depositor.
<PAGE>
(c) Compensation as of December 31, 1997:
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Net Underwriting Compensation on
Name of Discounts and Redemption or Brokerage
Principal Underwriter Commissions Annuitization Commissions Compensation*
- --------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Aetna Life Insurance $347,583 $29,637,063
and Annuity Company
</TABLE>
* Compensation shown in column 5 includes deductions for mortality and expense
risk guarantees and contract charges assessed to cover costs incurred in the
sales and administration of the contracts issued under Variable Annuity
Account B.
Item 30. Location of Accounts and Records
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the rules under it relating to the securities
described in and issued under this Registration Statement are located at the
home office of the Depositor as follows:
Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
Item 31. Management Services
Not applicable
Item 32. Undertakings
Registrant hereby undertakes:
(a) to file a post-effective amendment to this registration statement on
Form N-4 as frequently as is necessary to ensure that the audited
financial statements in the registration statement are never more than
sixteen months old for as long as payments under the variable annuity
contracts may be accepted;
(b) to include as part of any application to purchase a contract offered by
a prospectus which is part of this registration statement on Form N-4,
a space that an applicant can check to request a Statement of
Additional Information; and
<PAGE>
(c) to deliver any Statement of Additional Information and any financial
statements required to be made available under this Form N-4 promptly
upon written or oral request.
(d) 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.
(e) Aetna Life Insurance and Annuity Company represents that the fees and
charges deducted under the contracts covered by this registration
statement, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed
by the insurance company.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Variable Annuity Account B of Aetna Life Insurance and
Annuity Company, certifies that it meets the requirements of Securities Act Rule
485(b) for effectiveness of this Post-Effective Amendment to its Registration
Statement on Form N-4 (File No. 33-88722) and has caused this Post-Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartford, State of Connecticut, on the 15th day of
September, 1998.
VARIABLE ANNUITY ACCOUNT B OF AETNA
LIFE INSURANCE AND ANNUITY COMPANY
(Registrant)
By: AETNA LIFE INSURANCE AND ANNUITY COMPANY
(Depositor)
By: Thomas J. McInerney*
--------------------------------------
Thomas J. McInerney
President
As required by the Securities Act of 1933, this Post-Effective Amendment
No. 8 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Thomas J. McInerney* Director and President )
- ---------------------- (principal executive officer) )
Thomas J. McInerney )
)
Shaun P. Mathews* Director ) September
- ---------------------- )
Shaun P. Mathews ) 15, 1998
)
Catherine H. Smith* Director and Chief Financial Officer )
- ---------------------- )
Catherine H. Smith )
)
Deborah Koltenuk* Vice President, Treasurer and )
- ---------------------- Corporate Controller )
Deborah Koltenuk
</TABLE>
By: /s/ Julie E. Rockmore
------------------------------------
Julie E. Rockmore
*Attorney-in-Fact
<PAGE>
VARIABLE ANNUITY ACCOUNT B
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ----------- ------- ----
<S> <C> <C>
99-B.1 Resolution of the Board of Directors of Aetna Life Insurance and Annuity *
Company establishing Variable Annuity Account B
99-B.3.1 Broker-Dealer Agreement *
99-B.3.2 Alternative Form of Wholesaling Agreement and Related Selling Agreement *
99-B.4.1 Variable Annuity Contract and Endorsement (GLID-CDA-HO) *
99-B.4.2 Endorsement (E2ACB95) to Contract GLID-CDA-HO *
99-B.4.3 Endorsement (EGETE-IC(R)) to Contract GLID-CDA-HO *
99-B.4.4 Endorsement (EFUND97) to Contract GLID-CDA-HO *
99-B.5 Variable Annuity Contract Application (300-GTD-IA) *
99-B.6.1 Certificate of Incorporation of Aetna Life Insurance and Annuity Company *
99-B.6.2 Amendment of Certificate of Incorporation of Aetna Life Insurance and *
Annuity Company
99-B.6.3 By-Laws as amended September 17, 1997 of Aetna Life Insurance and Annuity *
Company
99-B.8.1 Fund Participation Agreement by and among Aetna Life Insurance and Annuity *
Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income
Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its
series, Aetna Generation Portfolios, Inc., on behalf of each of its series,
and Aetna Variable Portfolios, Inc. on behalf of each of its series and
Aeltus Investment Management, Inc., dated as of May 1, 1998
</TABLE>
*Incorporated by reference
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ---------- ------- ----
<S> <C> <C>
99-B.8.2 Service Agreement between Aeltus Investment Management, Inc. and *
Aetna Life Insurance and Annuity Company in connection with the
sale of shares of Aetna Variable Fund, Aetna Variable Encore Fund,
Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on
behalf of each of its series, Aetna Generation Portfolios, Inc. on
behalf of each of its series and Aetna Variable Portfolios, Inc.,
on behalf of each of its series dated as of May 1, 1998
99-B.8.3 Fund Participation Agreement among Calvert Responsibly Invested *
Balanced Portfolio, Calvert Asset Management Company, Inc. and
Aetna Life Insurance and Annuity Company dated December 1, 1997.
99-B.8.4 Service Agreement between Calvert Asset Management Company, Inc. *
and Aetna Life Insurance and Annuity Company Dated December 1, 1997.
99-B.8.5 Fund Participation Agreement between Aetna Life Insurance and *
Annuity Company, Variable Insurance Products Fund and Fidelity
Distributors Corporation dated February 1, 1994 and amended on
December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996
and March 1, 1996
99-B.8.6 Fifth Amendment, dated as of May 1, 1997, to the Fund Participation *
Agreement between Aetna Life Insurance and Annuity Company,
Variable Insurance Products Fund and Fidelity Distributors
Corporation dated February 1, 1994 and amended on December 15,
1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1,
1996
99-B.8.7 Sixth Amendment dated November 6, 1997 to the Fund Participation *
Agreement between Aetna Life Insurance and Annuity Company,
Variable Insurance Products Fund and Fidelity Distributors
Corporation dated February 1, 1994 and amended on December 15,
1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996
and May 1, 1997
</TABLE>
*Incorporated by reference
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ----------- ------- ----
<S> <C> <C>
99-B.8.8 Seventh Amendment dated as of May 1, 1998 to the Fund Participation *
Agreement between Aetna Life Insurance and Annuity Company,
Variable Insurance Products Fund and Fidelity Distributors
Corporation dated February 1, 1994 and amended on December 15,
1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996
May 1, 1997 and November 6, 1997
99-B.8.9 Fund Participation Agreement between Aetna Life Insurance and *
Annuity Company, Variable Insurance Products Fund II and Fidelity
Distributors Corporation dated February 1, 1994 and amended on
December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996
and March 1,1996
99-B.8.10 Fifth Amendment, dated as of May 1, 1997, to the Fund Participation *
Agreement between Aetna Life Insurance and Annuity Company,
Variable Insurance Products Fund II and Fidelity Distributors
Corporation dated February 1, 1994 and amended on December 15,
1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1,
1996
99-B.8.11 Sixth Amendment dated as of January 20, 1998 to the Fund *
Participation Agreement between Aetna Life Insurance and Annuity
Company, Variable Insurance Products Fund II and Fidelity
Distributors Corporation dated February 1, 1994 and amended on
December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996,
March 1, 1996 and May 1, 1997
99-B.8.12 Seventh Amendment dated as of May 1, 1998 to the Fund Participation *
Agreement between Aetna Life Insurance and Annuity Company,
Variable Insurance Products Fund II and Fidelity Distributors
Corporation dated February 1, 1994 and amended on December 15,
1994, February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996
May 1, 1997 ad January 20, 1998
99-B.8.13 Service Agreement between Aetna Life Insurance and Annuity Company *
and Fidelity Investments Institutional Operations Company dated as
of November 1, 1995
</TABLE>
*Incorporated by reference
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ----------- ------- ----
<S> <C> <C>
99-B.8.14 Amendment dated January 1, 1997 to Service Agreement between Aetna *
Life Insurance and Annuity Company and Fidelity Investments
Institutional Operations Company dated as of November 1, 1995
99-B.8.15 Fund Participation Agreement among Janus Aspen Series and Aetna *
Life Insurance and Annuity Company and Janus Capital Corporation
dated December 8, 1997
99-B.8.16 Service Agreement between Janus Capital Corporation and Aetna Life *
Insurance and Annuity Company dated December 8, 1997
99-B.8.17 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.8.18 Fund Participation Agreement dated as of March 11, 1997 *
between Aetna Life Insurance and Annuity Company and
Oppenheimer Variable Annuity Account Funds and
Oppenheimer Funds, Inc.
99-B.8.19 Service Agreement dated as of March 11, 1997 between Oppenheimer *
Funds, Inc. and Aetna Life Insurance and Annuity Company
99-B.9 Opinion and Consent of Counsel _____
99-B.10 Consent of Independent Auditors _____
99-B.13 Schedule for Computation of Performance Data *
99-B.15.1 Powers of Attorney *
99-B.15.2 Authorization for Signatures *
</TABLE>
*Incorporated by reference
[Aetna letterhead] 151 Farmington Avenue
[Aetna logo] Hartford, CT 06156
Julie E. Rockmore
Counsel
Law Division, RE4A
September 15, 1998 Investments & Financial Services
(860) 273-4686
Fax: (860) 273-8340
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Aetna Life Insurance and Annuity Company and its Variable Annuity Account B
Post-Effective Amendment No. 8 to Registration Statement on Form N-4
Prospectus Title: Aetna Plus-Group Variable Annuity Contracts for
Healthcare Public Employer Deferred Compensation Plans
File Nos.: 33-88722 and 811-2512
Dear Sir or Madam:
The undersigned serves as counsel to Aetna Life Insurance and Annuity Company, a
Connecticut life insurance company (the "Company"). It is my understanding that
the Company, as depositor, has registered an indefinite amount of securities
(the "Securities") under the Securities Act of 1933 (the "Securities Act") as
provided in Rule 24f-2 under the Investment Company Act of 1940 (the "Investment
Company Act").
In connection with this opinion, I or those for whom I have supervisory
responsibility, have reviewed the N-4 Registration Statement, as amended to the
date hereof, and this Post-Effective Amendment No. 8. I have also examined
originals or copies, certified or otherwise identified to my satisfaction, of
such documents, trust records and other instruments I have deemed necessary or
appropriate for the purpose of rendering this opinion. For purposes of such
examination, I have assumed the genuineness of all signatures on original
documents and the conformity to the original of all copies.
I am admitted to practice law in Connecticut, and do not purport to be an expert
on the laws of any other state. My opinion herein as to any other law is based
upon a limited inquiry thereof which I have deemed appropriate under the
circumstances.
<PAGE>
Based upon the foregoing, and, assuming the Securities are sold in accordance
with the provisions of the prospectus, I am of the opinion that the Securities
being registered will be legally issued and will represent binding obligations
of the Company.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Julie E. Rockmore
Julie E. Rockmore
Consent of Independent Auditors
The Board of Directors of Aetna Life Insurance and Annuity Company
and Contractholders of Aetna Variable Annuity Account B:
We consent to the incorporation by reference in this Post-Effective Amendment
No. 8 to Registration Statement (File No. 33-88722) on Form N-4 our reports
dated February 3, 1998 and February 27, 1998.
/s/KPMG Peat Marwick LLP
Hartford, Connecticut
September 15, 1998
