As filed with the Securities and Exchange Registration No. 333-56297
Commission on September 14, 1998 Registration No. 811-2512
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- --------------------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 1 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 AUGUST 19, 1998, AND AS AMENDED BY
FORM N-4 SUPPLEMENT DATED 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
6 Deductions and Expenses.............................. Charges and Deductions
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 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
Information.......................................... Contents of the Statement of Additional
Information
<PAGE>
<CAPTION>
LOCATION - STATEMENT OF ADDITIONAL INFORMATION
FORM N-4 PART B (STATEMENT OF DATED AUGUST 19, 1998
ITEM NO. ADDITIONAL INFORMATION)
<S> <C> <C>
15 Cover Page........................................... Cover page
16 Table of Contents.................................... Table of Contents
17 General Information and History...................... General Information and History
18 Services............................................. General Information and History; Independent
Auditors
19 Purchase of Securities Being Offered................. Offering and Purchase of Contracts
20 Underwriters......................................... Offering and Purchase of Contracts
21 Calculation of Performance Data...................... Performance Data; Average Annual Total Return
Quotations
22 Annuity Payments..................................... 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. 1 by reference to
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 (File
No. 333-56297), as filed electronically on August 4, 1998 (Accession No.
0000950146-98-001283), and declared effective on August 19, 1998.
A Prospectus Supplement dated October 1, 1998 is included in Part A of this
Post-Effective Amendment.
<PAGE>
AETNA VARIABLE ANNUITY
VARIABLE ANNUITY ACCOUNT B
Aetna Life Insurance and Annuity Company
Supplement Dated October 1, 1998
to August 19, 1998 Prospectus
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 Prospectus, 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 or under all Contracts. 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.
Certificate Holders 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 Certificate Holder
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.
The following information supplements the Fee Table contained in the
Prospectus:
SEPARATE ACCOUNT ANNUAL EXPENSES
(Daily deductions, equal to the percentage shown on an annual basis, made from
amounts allocated to the GET D investment option under the Contract)
<TABLE>
<S> <C>
Mortality and Expense Risk Charge ........................................ 1.25%(1)
Administrative Charge .................................................... 0.15%
GET Guarantee Charge (deducted daily during the Guaranteed Period) ....... 0.25%
-----
Maximum Total Separate Account Annual Expenses ........................... 1.65%
=====
</TABLE>
(1) The above charge is the maximum Mortality and Expense Risk Charge under the
Contract, which corresponds to Option Package III. If Option Package I or II
has been selected, the Mortality and Expense Risk Charge under that Option
Package would apply to an investment in GET D.
X.56297-98 October 1998
<PAGE>
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 would
periods shown, you would pay the following expenses, including 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>
$87 $129 $164 $276 $25 $75 $129 $276
</TABLE>
*** The Examples above assume that a mortality and expense risk charge of 1.25%
on an annual basis, an administrative expense charge of 0.15% on an annual
basis, a GET guarantee charge of 0.25% on an annual basis, and a $30 annual
maintenance fee that has been converted to a percentage of assets equal to
0.019%, are assessed. Example A assumes that a deferred sales charge of 7%
of Purchase Payments, grading down to 0% after 7 years, 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.)
X. 56297-98 October 1998
<PAGE>
The following information supplements Appendix C of the Prospectus:
APPENDIX C
DESCRIPTION OF UNDERLYING FUNDS
Aetna GET Fund (Series D)
Investment Objective
Seeks maximum total return without compromising a minimum targeted rate of
return by participating in favorable equity market performance during the
Guaranteed Period, from January 16, 1999, through January 15, 2004, the
Maturity Date.
Policies
Prior to January 16, 1999, assets are invested entirely in money market
instruments. After that date, assets are allocated between equities and fixed
income securities. Equities principally include common stocks, preferred
stocks, and convertible securities. Fixed income securities primarily include
short-to intermediate term debt securities. Aeltus Investment Management, Inc.
uses proprietary computer programs daily to determine the percentage of assets
to allocate between the fixed and the equity components. As the value of the
equity component declines, more assets are allocated to the fixed components.
Series D may also invest in other types of equity and debt securities and in
options, futures, and other derivative instruments.
Risks
Stock values fluctuate in response to the activities of individual companies
and general market and economic conditions. In the short term, stock prices can
fluctuate dramatically in response to these factors. Bond values fluctuate
based on changes in interest rates and in the credit quality of the issuer.
Lower-rated bonds may be particularly sensitive to these factors. Investments
in foreign securities involve risks that are in addition to those of U.S.
investments. Derivative instruments can involve greater risk and may be less
liquid and more volatile than conventional instruments. Consistent with the
minimum targeted rate of return, a portion of Series D assets is invested in
fixed income securities; therefore, Series D may not participate as fully in
upward equity market movements as other equity funds.
Investment Adviser: Aeltus Investment Management, Inc.
X. 56297-98 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 GM-VA-98(2)
(4.2) Variable Annuity Contract Certificate (GMC-VA-98)(2)
(4.3) Endorsement EVAGET98 to Variable Annuity Contract (GM-VA-98) and
Variable Annuity Contract Certificate (GMC-VA-98)
(5) Variable Annuity Contract Application(4)
(6.1) Certificate of Incorporation of Aetna Life Insurance and Annuity
Company(5)
(6.2) Amendment of Certificate of Incorporation of Aetna Life
Insurance and Annuity Company(6)
(6.3) By-Laws as amended September 17, 1997 of Aetna Life Insurance
and Annuity Company(7)
(7) Not applicable
<PAGE>
(8.1) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and AIM dated June 30, 1998(4)
(8.2) Service Agreement between Aetna Life Insurance and Annuity
Company and AIM effective June 30, 1998(4)
(8.3) 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)
(8.4) 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)
(8.5) 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(6)
(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(8)
(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(9)
(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(6)
(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(8)
<PAGE>
(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(10)
(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(11)
(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(8)
(8.15) Fund Participation Agreement among Janus Aspen Series and Aetna
Life Insurance and Annuity Company and Janus Capital Corporation
dated December 8, 1997(11)
(8.16) Service Agreement between Janus Capital Corporation and Aetna
Life Insurance and Annuity Company dated December 8, 1997(12)
(8.17) Fund Participation Agreement among MFS Variable Insurance Trust,
Aetna Life Insurance and Annuity Company and Massachusetts
Financial Services Company dated April 30, 1996, and amended on
September 3, 1996, March 14, 1997 and November 28, 1997(2)
(8.18) Fourth Amendment dated May 1, 1998 to the Fund Participation
Agreement by and among MSF Variable Insurance Trust, Aetna Life
Insurance and Annuity Company and Massachusetts Financial
Services Company dated April 30, 1996, and amended on September
3, 1996, March 14, 1997 and November 28, 1997(4)
(8.19) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Oppenheimer Variable Annuity Account Funds
and Oppenheimer Funds, Inc. dated March 11, 1997(13)
(8.20) Service Agreement between Oppenheimer Funds, Inc. and Aetna Life
Insurance and Annuity Company dated March 11, 1997(13)
(9) Opinion and Consent of Counsel
(10) Consent of Independent Auditors
(11) Not applicable
(12) Not applicable
(13) Schedule for Computation of Performance Data(4)
(14) Not applicable
<PAGE>
(15.1) Powers of Attorney(4)
(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).
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. 333-56297), as filed electronically on
August 4, 1998 (Accession No. 0000950146-98-001283).
5. 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. 0000950146-96-000534).
6. 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. 0000950146-97-000159).
7. 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).
8. 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).
9. 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).
10. 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).
11. 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).
12. 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).
13. 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).
<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,
<PAGE>
penalty, fine, including an excise tax assessed with respect to an employee
benefit plan, or reasonable expenses incurred with respect to a proceeding) when
(1) a determination is made pursuant to Section 33-775 that the party seeking
indemnification has met the standard of conduct set forth in Section 33-771 or
(2) a court has determined that indemnification is appropriate pursuant to
Section 33-774. Under Section 33-775, the determination of and the authorization
for indemnification are made (a) by the disinterested directors, as defined in
Section 33-770(3); (b) by special counsel; (c) by the shareholders; or (d) in
the case of indemnification of an officer, agent or employee of the corporation,
by the general counsel of the corporation or such other officer(s) as the board
of directors may specify. Also, Section 33-772 provides that a corporation shall
indemnify an individual who was wholly successful on the merits or otherwise
against reasonable expenses incurred by him in connection with a proceeding to
which he was a party because he was a director, 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)
Name of Net Underwriting Compensation on
Principal Discounts and Redemption or Brokerage
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) 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) [Paragraph Symbol]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.
(f) Aetna Life Insurance and Annuity Company represents that the fees and
charges deducted under the contracts covered by this registration
statement, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed
by the insurance company.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Variable Annuity Account B of Aetna Life Insurance and
Annuity Company, certifies that it meets the requirements of Securities Act Rule
485(b) for effectiveness of this Post-Effective Amendment to its Registration
Statement on Form N-4 (File No. 333-56297) and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hartford, State of Connecticut, on the
14th 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. 1 to the Registration Statement on Form N-4 (File No. 333-56297) 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 ) 14, 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 GM-VA-98 *
99-B.4.2 Variable Annuity Contract Certificate (GMC-VA-98) *
99-B.4.3 Endorsement EVAGET98 to Variable Annuity Contract ______
(GM-VA-98) and Variable Annuity Contract Certificate
(GMC-VA-98)
99-B.5 Variable Annuity Contract Application *
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 *
9-B.6.3 By-Laws as amended September 17, 1997 of Aetna Life Insurance and Annuity Company *
99-B.8.1 Fund Participation Agreement between Aetna Life Insurance and Annuity Company and AIM *
dated June 30, 1998
99-B.8.2 Service Agreement between Aetna Life Insurance and Annuity Company and AIM effective *
June 30, 1998
99-B.8.3 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.8.4 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.8.5 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
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
</TABLE>
*Incorporated by reference
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ----------- ------- ----
<S> <C> <C>
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 and 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
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
</TABLE>
*Incorporated by reference
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ----------- ------- ----
<S> <C> <C>
99-B.8.17 Fund Participation Agreement among MFS Variable Insurance *
Trust, Aetna Life Insurance and Annuity Company and
Massachusetts Financial Services Company dated April 30,
1996, and amended on September 3, 1996, March 14, 1997
and November 28, 1997
99-B.8.18 Fourth Amendment dated May 1, 1998 to the Fund *
Participation Agreement by and among MSF Variable
Insurance Trust, Aetna Life Insurance and Annuity Company
and Massachusetts Financial Services Company dated April
30, 1996, and amended on September 3, 1996, March 14,
1997 and November 28, 1997
99-B.8.19 Fund Participation Agreement between Aetna Life Insurance and Annuity Company and *
Oppenheimer Variable Annuity Account Funds and Oppenheimer Funds, Inc. dated
March 11, 1997
99-B.8.20 Service Agreement between Oppenheimer Funds, Inc. and Aetna Life Insurance and *
Annuity Company dated March 11, 1997
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 Life Insurance and Annuity Company
Endorsement
The Contract and Certificate are endorsed as follows.
Under the heading Definitions, add the following as the last sentence in the
section titled Funds:
Each Aetna GET Fund series is a separate Fund.
Under the heading Definitions, add the following:
Aetna GET Fund Offering Period (Offering Period)
The period, usually from one to three months, during which the Contract
Holder/Certificate Holder, whichever is applicable, may transfer or deposit
amounts to an Aetna GET Fund series. Each Aetna GET Fund series has a
specified Offering Period. Amounts transferred or deposited prior to the
date on which the Guaranteed Period begins are invested in money market
instruments.
Aetna reserves the right to state the minimum amount a Contract
Holder/Certificate Holder, whichever is applicable, may transfer or deposit
to each Offering Period. Aetna also reserves the right to extend an
Offering Period or accept transfers or deposits to an Aetna GET Fund series
during the series' Guaranteed Period.
Aetna GET Fund Guaranteed Period (Guaranteed Period)
For each Aetna GET Fund series, the period for which the Aetna GET Fund
Guarantee applies. The Guaranteed Period ends on the Maturity Date.
Aetna GET Fund Maturity Date (Maturity Date)
The date on which a series' Guaranteed Period ends and GET Fund
Accumulation Units for the series are liquidated.
In Section III. Purchase Payment, Account Value and Withdrawal Provisions, add
the following:
Aetna GET Fund Offering Period
Aetna will specify a minimum total asset amount required at the end of an
Offering Period to offer an Aetna GET Fund series. If the minimum is not
achieved, Aetna reserves the right to not start the Guaranteed Period.
If an Aetna GET Fund series is terminated, Aetna will send written
notification of the termination to all Participants who have made transfers
or deposits to that Aetna GET Fund series. Notice will be mailed no later
than 15 calendar days after the end of the Offering Period. Participants
then have 45 days from the end of the Offering Period to redirect amounts
in the terminated Aetna GET Fund series to one or more investment options
available under the Contract. During this time, GET Fund assets are
invested in money market instruments. If no election is made by the end of
the 45-day period, at the next Valuation Period, Aetna will transfer the
amount in the terminated Aetna GET Fund series to the money market fund.
Aetna reserves the right to specify a maximum total asset amount for an
Aetna GET Fund series. If the maximum is achieved, Aetna also reserves the
right to set a date on which it will stop accepting transfers or deposits
for that Aetna GET Fund series. Aetna will announce the date on which it
will stop accepting transfers and deposits ten calendar days prior to that
date.
EVAGET98 2
<PAGE>
Aetna GET Fund Guarantee
On the Maturity Date of each Aetna GET Fund series, the GET Fund
Accumulation Unit Value for that series will not be less than the GET Fund
Accumulation Unit Value determined at the close of business on the last day
of the Offering Period. If necessary, Aetna will transfer funds from its
General Account to the Aetna GET Fund series to offset any shortfall in the
GET Fund Accumulation Unit Value. The Aetna GET Fund Guarantee does not
apply to withdrawals or transfers made before the Maturity Date.
If Aetna GET Fund Accumulation Units are adjusted at any time during an
Aetna GET Fund Guaranteed Period, the Aetna GET Fund Guarantee will be
restated. The restated Aetna GET Fund Guarantee will be calculated so that
it is equivalent to the original Aetna GET Fund Guarantee for that series.
Aetna GET Fund Maturity Date
Prior to the Maturity Date for each Aetna GET Fund series, Aetna sends a
written notice of the date to all Contract Holders/Certificate Holders,
whichever are applicable, who have Account Value in that series. Contract
Holders/Certificate Holders must then inform Aetna of the investment
option(s) to which to transfer that Account Value. If a Contract
Holder/Certificate Holder does not make an election, on the Maturity Date
Aetna will transfer the Account Value to the then available Aetna GET Fund
series' Offering Period. If no Offering Period is available, Aetna will
transfer the Account Value to the fund or funds designated by Aetna.
Add the following subsection to the section titled Net Investment Return
Factor(s) - Separate Account:
(f) Minus a fee for the Aetna GET Fund Guarantee which is deducted daily
during the Guaranteed Period. The fee, which is determined prior to the
beginning of each series' Offering Period, is as shown on
Schedule-Accumulation Period.
Add the following paragraph to the section titled Transfer of Account Value
from the Subaccount(s) or Guaranteed Account During the Accumulation
Period:
A transfer or withdrawal from an Aetna GET Fund series before the Maturity
Date will be based on the GET Fund Accumulation Unit Value for the next
Valuation Date following the date on which Aetna receives a transfer
request in good order at its home office.
On Schedule - Accumulation Period, add the following under the heading Separate
Account:
Charge for Aetna GET Fund Guarantee
The daily charge for the Aetna GET Fund Guarantee will be at an
annual rate of [0.25%]
Endorsed and made part of the Contract or Certificate on the Effective Date.
/s/ Thomas J. McInerney
-----------------------
Thomas J. McInerney
President
Aetna Life Insurance and Annuity Company
[Aetna letterhead] 151 Farmington Avenue
[Aetna logo] Hartford, CT 06156-3124
Julie E. Rockmore
Counsel
September 14, 1998 Law Division, RE4A
Investments & Financial Services
(860) 273-4686
Fax: (860) 273-8340
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. 1 to Registration Statement on Form N-4
Prospectus Title: Aetna Variable Annuity
File Nos.: 333-56297 and 811-02512
Gentlemen:
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. 1. 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.
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.
<PAGE>
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Julie E. Rockmore
Julie E. Rockmore
Counsel
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. 1 to Registration Statement (File No. 333-56297) on Form N-4 our reports
dated February 3, 1998 and February 27, 1998.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Hartford, Connecticut
September 14, 1998
