As filed with the Securities and Exchange Registration No. 333-56297
Commission on December 15, 1998 Registration No. 811-2512
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
POST-EFFECTIVE AMENDMENT NO. 3 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:
[X] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ] on _______________________ pursuant to paragraph (a)(1) 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 SUPPLEMENTS DATED OCTOBER 1, 1998, DECEMBER 14,
ITEM NO. PART A (PROSPECTUS) 1998 AND DECEMBER 15, 1998
<S> <C> <C>
1 Cover Page........................................... Cover Page
2 Definitions.......................................... Definitions
3 Synopsis............................................. Prospectus Summary, and as amended; Fee Table,
and as amended
4 Condensed Financial Information...................... Condensed Financial Information, and as amended
5 General Description of Registrant, Depositor, and
Portfolio Companies.................................. The Company; Variable Annuity Account B; The
Funds, and as amended
6 Deductions and Expenses.............................. Charges and Deductions, and as amended
7 General Description of Variable Annuity Contracts.... Purchase; Miscellaneous
8 Annuity Period....................................... Annuity Period, and as amended
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOCATION - STATEMENT OF ADDITIONAL INFORMATION
FORM N-4 PART B (STATEMENT OF DATED AUGUST 19, 1998, AND AS AMENDED BY
ITEM NO. ADDITIONAL INFORMATION) SUPPLEMENT DATED DECEMBER 15, 1998
<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, and as amended
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. 3 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 and declared effective
on August 19, 1998 and by reference to Prospectus Supplement dated October 1,
1998 as filed in Post-Effective Amendment No. 1 to the Registration Statement on
Form N-4 (File No. 333-56297), as filed electronically on September 14, 1998 and
declared effective on October 1, 1998 and by reference to Prospectus Supplement
dated December 14, 1998 as filed in Post-Effective Amendment No. 2 to the
Registration Statement on Form N-4 (File No. 333-56297), as filed electronically
on December 14, 1998 and declared effective on December 14, 1998.
A Prospectus Supplement and a Supplement to the Statement of Additional
Information each dated December 15, 1998 are included in Parts A and B,
respectively, of this Post-Effective Amendment No. 3.
<PAGE>
VARIABLE ANNUITY ACCOUNT B
Aetna Life Insurance and Annuity Company
Supplement dated December 15, 1998 to the Prospectus dated August 19, 1998,
as amended by Supplement dated December 14, 1998
Aetna Variable Annuity --
Group and Individual Deferred Variable Annuity Contracts.
The information in this Supplement updates and amends the information contained
in the Prospectus dated August 19, 1998, as amended by Supplement dated December
14, 1998. You should read this Supplement along with the Prospectus.
1. The following information replaces the first paragraph of the "Option
Packages" section on page 7 of the Prospectus:
There are currently three Option Packages that may be available under the
Contract. You select an Option Package in the Application.
2. "(May Not Be Available In All States)" is added to the beginning of "Option
Package III" column in the table on page 8 of the Prospectus.
3. The following information replaces the "Deferred Sales Charge" section on
page 11 of the Prospectus:
Deferred Sales Charge for withdrawals under each Contract (as a
percentage of each Purchase Payment withdrawn).
For Contracts issued outside of the State of New York:
<TABLE>
<CAPTION>
CONTRACTS OTHER THAN
ROTH IRA CONTRACTS: ROTH IRA CONTRACTS:
------------------- -------------------
Years From Receipt Deferred Sales Deferred Sales
of Purchase Payment Charge Deduction Completed Account Years Charge Deduction
------------------- ---------------- ----------------------- ----------------
<S> <C> <C> <C>
Less than 2 7% Less than 1 5%
2 or more but less than 4 6% 1 or more but less than 2 4%
4 or more but less than 5 5% 2 or more but less than 3 3%
5 or more but less than 6 4% 3 or more but less than 4 2%
6 or more but less than 7 3% 4 or more but less than 5 1%
7 or more 0% 5 or more 0%
</TABLE>
For Contracts issued in the State of New York:
<TABLE>
<CAPTION>
FOR ALL CONTRACTS
Years From Receipt of Deferred Sales
Purchase Payment Charge Deduction
---------------- ----------------
<S> <C>
Less than 1 7%
1 or more but less than 2 6%
2 or more but less than 3 5%
3 or more but less than 4 4%
4 or more but less than 5 3%
5 or more but less than 6 2%
6 or more but less than 7 1%
7 or more 0%
</TABLE>
1
<PAGE>
4. "(May Not Be Available In All States)" is added to the beginning of the
"Option Package III" section on page 11 of the Prospectus.
5. "For Contracts issued outside of the State of New York" is added to the top
of each of the Hypothetical Examples on pages 15 - 20.
6. For Contracts issued in the State of New York, the following Hypothetical
Examples are added before the "CONDENSED FINANCIAL INFORMATION" on page 21
of the Prospectus.
2
<PAGE>
For Contracts issued in the State of New York:
HYPOTHETICAL EXAMPLE: OPTION PACKAGE I
THIS EXAMPLE IS PURELY HYPOTHETICAL. YOU SHOULD NOT CONSIDER IT 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 Contract and a 5% return on assets. For the
purposes of these Examples, we have converted the maximum maintenance fee of
$30.00 that can be deducted under the Contract to a percentage of assets equal
to 0.019%.
<TABLE>
<CAPTION>
EXAMPLE A EXAMPLE B
--------- ---------
If you withdraw the entire Account Value If you do not withdraw the Account Value,
at the end of the periods shown, you or if you annuitize at the end of the
would pay the following expenses, periods shown, you would pay the following
including any applicable deferred sales expenses (no deferred sales charge is
charge: 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> <C>
Aetna Balanced VP, Inc. $ $ $ $ $ $ $ $
Aetna Bond VP $ $ $ $ $ $ $ $
Aetna Growth VP $ $ $ $ $ $ $ $
Aetna Growth and Income VP $ $ $ $ $ $ $ $
Aetna Index Plus Large Cap VP $ $ $ $ $ $ $ $
Aetna International VP $ $ $ $ $ $ $ $
Aetna Money Market VP $ $ $ $ $ $ $ $
Aetna Real Estate Securities VP $ $ $ $ $ $ $ $
Aetna Small Company VP $ $ $ $ $ $ $ $
AIM V.I. Capital Appreciation Fund $ $ $ $ $ $ $ $
AIM V.I. Growth Fund $ $ $ $ $ $ $ $
AIM V.I. Growth & Income Fund $ $ $ $ $ $ $ $
AIM V.I. Value Fund $ $ $ $ $ $ $ $
Fidelity VIP Equity-Income Portfolio $ $ $ $ $ $ $ $
Fidelity VIP High Income Portfolio $ $ $ $ $ $ $ $
Fidelity VIP II Contrafund Portfolio $ $ $ $ $ $ $ $
Janus Aspen Aggressive Growth Portfolio $ $ $ $ $ $ $ $
Janus Aspen Balanced Portfolio $ $ $ $ $ $ $ $
Janus Aspen Growth Portfolio $ $ $ $ $ $ $ $
Janus Aspen Worldwide Growth Portfolio $ $ $ $ $ $ $ $
MFS Total Return Series $ $ $ $ $ $ $ $
Oppenheimer Aggressive Growth Fund $ $ $ $ $ $ $ $
Oppenheimer Growth & Income Fund $ $ $ $ $ $ $ $
Oppenheimer Strategic Bond Fund $ $ $ $ $ $ $ $
Portfolio Partners MFS Emerging $ $ $ $ $ $ $ $
Equities Portfolio
Portfolio Partners MFS Research Growth $ $ $ $ $ $ $ $
Portfolio
Portfolio Partners MFS Value Equity $ $ $ $ $ $ $ $
Portfolio
Portfolio Partners Scudder International $ $ $ $ $ $ $ $
Growth Portfolio
</TABLE>
- ---------------
* This Example would not apply if a non-lifetime variable Annuity Payout Option
is selected, and a lump sum payment is requested within three years after
Annuity Payments start, since the lump sum payment will be treated as a
withdrawal during the Accumulation Period and will be subject to any deferred
sales charge that would then apply. (Refer to Example A.)
3
<PAGE>
For Contracts issued in the State of New York:
HYPOTHETICAL EXAMPLE: OPTION PACKAGE II
THIS EXAMPLE IS PURELY HYPOTHETICAL. YOU SHOULD NOT CONSIDER IT 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 Contract and a 5%
return on assets. For the purposes of these Examples, the maximum maintenance
fee of $30.00 that can be deducted under the Contract has been converted to a
percentage of assets equal to 0.019%.
<TABLE>
<CAPTION>
EXAMPLE A EXAMPLE B
--------- ---------
If you withdraw the entire Account If you do not withdraw the Account
Value at the end of the periods Value, or if you annuitize at the end of
shown, you would pay the following the periods shown, you would pay the
expenses, including any applicable following expenses (no deferred sales
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> <C>
Aetna Balanced VP, Inc. $ $ $ $ $ $ $ $
Aetna Bond VP $ $ $ $ $ $ $ $
Aetna Growth VP $ $ $ $ $ $ $ $
Aetna Growth and Income VP $ $ $ $ $ $ $ $
Aetna Index Plus Large Cap VP $ $ $ $ $ $ $ $
Aetna International VP $ $ $ $ $ $ $ $
Aetna Money Market VP $ $ $ $ $ $ $ $
Aetna Real Estate Securities $ $ $ $ $ $ $ $
VP
Aetna Small Company VP $ $ $ $ $ $ $ $
AIM V.I. Capital Appreciation $ $ $ $ $ $ $ $
Fund
AIM V.I. Growth Fund $ $ $ $ $ $ $ $
AIM V.I. Growth & Income Fund $ $ $ $ $ $ $ $
AIM V.I. Value Fund $ $ $ $ $ $ $ $
Fidelity VIP Equity-Income $ $ $ $ $ $ $ $
Portfolio
Fidelity VIP High Income $ $ $ $ $ $ $ $
Portfolio
Fidelity VIP II Contrafund $ $ $ $ $ $ $ $
Portfolio
Janus Aspen Aggressive Growth $ $ $ $ $ $ $ $
Portfolio
Janus Aspen Balanced Portfolio $ $ $ $ $ $ $ $
Janus Aspen Growth Portfolio $ $ $ $ $ $ $ $
Janus Aspen Worldwide Growth $ $ $ $ $ $ $ $
Portfolio
MFS Total Return Series $ $ $ $ $ $ $ $
Oppenheimer Aggressive Growth $ $ $ $ $ $ $ $
Fund
Oppenheimer Growth & Income $ $ $ $ $ $ $ $
Fund
Oppenheimer Strategic Bond $ $ $ $ $ $ $ $
Fund
Portfolio Partners MFS $ $ $ $ $ $ $ $
Emerging Equities Portfolio
Portfolio Partners MFS $ $ $ $ $ $ $ $
Research Growth Portfolio
Portfolio Partners MFS Value $ $ $ $ $ $ $ $
Equity Portfolio
Portfolio Partners Scudder $ $ $ $ $ $ $ $
International Growth
Portfolio
</TABLE>
- ---------------
* This Example would not apply if a non-lifetime variable Annuity Payout Option
is selected, and a lump sum payment is requested within three years after
Annuity Payments start, since the lump sum payment will be treated as a
withdrawal during the Accumulation Period and will be subject to any deferred
sales charge that would then apply. (Refer to Example A.)
4
<PAGE>
For Contracts issued in the State of New York:
HYPOTHETICAL EXAMPLE: OPTION PACKAGE III (IF AVAILABLE)
THIS EXAMPLE IS PURELY HYPOTHETICAL. YOU SHOULD NOT CONSIDER IT 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 Contract and a 5% return on assets. For the
purposes of these Examples, the maximum maintenance fee of $30.00 that can be
deducted under the Contract has been converted to a percentage of assets equal
to 0.019%.
<TABLE>
<CAPTION>
EXAMPLE A EXAMPLE B
--------- ---------
If you withdraw the entire Account If you do not withdraw the Account
Value at the end of the periods Value, or if you annuitize at the
shown, you would pay the following end of the periods shown, you would
expenses, including any applicable pay the following expenses (no
deferred sales charge: deferred sales 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> <C>
Aetna Balanced VP, Inc. $ $ $ $ $ $ $ $
Aetna Bond VP $ $ $ $ $ $ $ $
Aetna Growth VP $ $ $ $ $ $ $ $
Aetna Growth and Income VP $ $ $ $ $ $ $ $
Aetna Index Plus Large Cap VP $ $ $ $ $ $ $ $
Aetna International VP $ $ $ $ $ $ $ $
Aetna Money Market VP $ $ $ $ $ $ $ $
Aetna Real Estate Securities $ $ $ $ $ $ $ $
VP
Aetna Small Company VP $ $ $ $ $ $ $ $
AIM V.I. Capital Appreciation $ $ $ $ $ $ $ $
Fund
AIM V.I. Growth Fund $ $ $ $ $ $ $ $
AIM V.I. Growth & Income Fund $ $ $ $ $ $ $ $
AIM V.I. Value Fund $ $ $ $ $ $ $ $
Fidelity VIP Equity-Income $ $ $ $ $ $ $ $
Portfolio
Fidelity VIP High Income $ $ $ $ $ $ $ $
Portfolio
Fidelity VIP II Contrafund $ $ $ $ $ $ $ $
Portfolio
Janus Aspen Aggressive Growth $ $ $ $ $ $ $ $
Portfolio
Janus Aspen Balanced Portfolio $ $ $ $ $ $ $ $
Janus Aspen Growth Portfolio $ $ $ $ $ $ $ $
Janus Aspen Worldwide Growth $ $ $ $ $ $ $ $
Portfolio
MFS Total Return Series $ $ $ $ $ $ $ $
Oppenheimer Aggressive Growth $ $ $ $ $ $ $ $
Fund
Oppenheimer Growth & Income $ $ $ $ $ $ $ $
Fund
Oppenheimer Strategic Bond $ $ $ $ $ $ $ $
Fund
Portfolio Partners MFS $ $ $ $ $ $ $ $
Emerging Equities Portfolio
Portfolio Partners MFS $ $ $ $ $ $ $ $
Research Growth Portfolio
Portfolio Partners MFS Value $ $ $ $ $ $ $ $
Equity Portfolio
Portfolio Partners Scudder $ $ $ $ $ $ $ $
International
Growth Portfolio
</TABLE>
- ---------------
* This Example would not apply if a non-lifetime variable Annuity Payout Option
is selected, and a lump sum payment is requested within three years after
Annuity Payments start, since the lump sum payment will be treated as a
withdrawal during the Accumulation Period and will be subject to any deferred
sales charge that would then apply. (Refer to Example A.)
5
<PAGE>
6. The Condensed Financial Information section on page 21 of the Prospectus is
replaced with the following:
CONDENSED FINANCIAL INFORMATION
Option Package II
(Selected data for accumulation units outstanding throughout the period)
The condensed financial information presented below is derived from the
unaudited interim financial statements of the Separate Account. The table shows
condensed financial information for Contracts with Separate Account Charges of
1.25% annually. The financial statements for the period ended September 30,
1998, are included in the Statement of Additional Information.
<TABLE>
<CAPTION>
[Unaudited]
1998
<S> <C>
Aetna Balanced VP, Inc.
Value at August 19, 1998
Value at end of period (September 30, 1998) Increase (decrease) in value
of accumulation units(1)
Number of accumulation units outstanding at end of period
Aetna Index Plus Large Cap VP
Value at August 19, 1998
Value at end of period (September 30, 1998) Increase (decrease) in value
of accumulation units(1)
Number of accumulation units outstanding at end of period
Aetna Money Market VP
Value at August 19, 1998
Value at end of period (September 30, 1998) Increase (decrease) in value
of accumulation units(1)
Number of accumulation units outstanding at end of period
Fidelity VIP II Contrafund Portfolio
Value at August 19, 1998
Value at end of period (September 30, 1998) Increase (decrease) in value
of accumulation units(1)
Number of accumulation units outstanding at end of period
Janus Aspen Balanced Portfolio
Value at August 19, 1998
Value at end of period (September 30, 1998) Increase (decrease) in value
of accumulation units(1)
Number of accumulation units outstanding at end of period
Janus Aspen Worldwide Growth Portfolio
Value at August 19, 1998
Value at end of period (September 30, 1998) Increase (decrease) in value
of accumulation units(1)
Number of accumulation units outstanding at end of period
</TABLE>
[Figures and footnotes to be added by amendment]
6
<PAGE>
CONDENSED FINANCIAL INFORMATION
Option Package III
(Selected data for accumulation units outstanding throughout the period)
The condensed financial information presented below is derived from the
unaudited interim financial statements of the Separate Account. The table shows
condensed financial information for Contracts with Separate Account Charges of
1.40% annually. The financial statements for the period ended September 30,
1998, are included in the Statement of Additional Information.
<TABLE>
<CAPTION>
[Unaudited]
1998
<S> <C>
Aetna Balanced VP, Inc.
Value at August 19, 1998
Value at end of period (September 30, 1998)
Increase (decrease) in value of accumulation units(1)
Number of accumulation units outstanding at end of period
Aetna Index Plus Large Cap VP
Value at August 19, 1998
Value at end of period (September 30, 1998)
Increase (decrease) in value of accumulation units(1)
Number of accumulation units outstanding at end of period
Aetna Money Market VP
Value at August 19, 1998
Value at end of period (September 30, 1998)
Increase (decrease) in value of accumulation units(1)
Number of accumulation units outstanding at end of period
Fidelity VIP II Contrafund Portfolio
Value at August 19, 1998
Value at end of period (September 30, 1998)
Increase (decrease) in value of accumulation units(1)
Number of accumulation units outstanding at end of period
Janus Aspen Balanced Portfolio
Value at August 19, 1998
Value at end of period (September 30, 1998)
Increase (decrease) in value of accumulation units(1)
Number of accumulation units outstanding at end of period
Janus Aspen Worldwide Growth Portfolio
Value at August 19, 1998
Value at end of period (September 30, 1998)
Increase (decrease) in value of accumulation units(1)
Number of accumulation units outstanding at end of period
</TABLE>
[Figures and footnotes to be added by amendment]
7
<PAGE>
7. The first paragraph and the tables in the "Deferred Sales Charge" section
on page 26 of the Prospectus are deleted and replaced with the following:
DEFERRED SALES CHARGE
Withdrawals of all or a portion of the Account Value may be subject to
a deferred sales charge. The deferred sales charge is a percentage of
Purchase Payments withdrawn from the Subaccounts and the Guaranteed
Account or Fixed Account. The deferred sales charge is based on the
number of years which have elapsed since the Purchase Payment was
received, except for Roth IRAs issued outside of the State of New York
where the deferred sales charge is based on the number of completed
Account Years which have elapsed since the Account Effective Date. The
deferred sales charge for each Purchase Payment is determined by
multiplying the Purchase Payment withdrawn by the appropriate
percentage, in accordance with the schedule set forth in the tables
below. For Roth IRAs issued outside of the State of New York, if the
Purchase Payment is a rollover from another contract issued by the
Company or an affiliate where the deferred sales charge has been
waived, then the deferred sales charge is based on the number of
completed Account Years since the date of the initial payment to the
predecessor contract. The Company reserves the right to not accept any
rollover contribution to an existing contract.
For Contracts Issued Outside of the State of New York:
<TABLE>
<CAPTION>
CONTRACTS OTHER
THAN ROTH IRA CONTRACTS: ROTH IRA CONTRACTS:
------------------------ -------------------
Years From Receipt of Deferred Sales Deferred Sales
Purchase Payment Charge Deduction Completed Account Years Charge Deduction
---------------- ---------------- ----------------------- ----------------
<S> <C> <C> <C>
Less than 2 7% Less than 1 5%
2 or more but less than 4 6% 1 or more but less than 2 4%
4 or more but less than 5 5% 2 or more but less than 3 3%
5 or more but less than 6 4% 3 or more but less than 4 2%
6 or more but less than 7 3% 4 or more but less than 5 1%
7 or more 0% 5 or more 0%
</TABLE>
For Contracts issued in the State of New York:
<TABLE>
<CAPTION>
FOR ALL CONTRACTS
Years From Receipt of Deferred Sales
Purchase Payment Charge Deduction
---------------- ----------------
<S> <C>
Less than 1 7%
1 or more but less than 2 6%
2 or more but less than 3 5%
3 or more but less than 4 4%
4 or more but less than 5 3%
5 or more but less than 6 2%
6 or more but less than 7 1%
7 or more 0%
</TABLE>
8. "(May Not Be Available In All States)" is added to the beginning of the
"Option Package III" section on page 32 of the Prospectus.
8
<PAGE>
9. "(May Not Be Available In All States)" is added to the beginning of the
"Transfers to Option Package III" column of the table on page 35 of the
Prospectus.
9
<PAGE>
VARIABLE ANNUITY ACCOUNT B
PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
(1) Included in Part A:
Condensed Financial Information*
(2) Included in Part B:
Financial Statements of Variable Annuity Account B:*
- 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
- Unaudited Statement of Assets and Liabilities as of
September 30, 1998
- Unaudited Statements of Operations for the nine-month
periods ended September 30, 1998 and 1997
- Unaudited Statement of Changes in Net Assets for the
nine-month period ended September 30, 1998
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
- Unaudited Consolidated Balance Sheets as of September 30,
1998
- Unaudited Consolidated Statements of Income for the
three-and nine-month periods ended September 30, 1998 and
1997
- Unaudited Consolidated Statements of changes in
Shareholder's Equity for the nine-month periods ended
September 30, 1998 and 1997
- Condensed Notes to Consolidated Financial Statements
* To be filed by Amendment
<PAGE>
(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(4)
(5) Variable Annuity Contract Application(9.5.89-6(9/98))(5)
(6.1) Certificate of Incorporation of Aetna Life Insurance and Annuity
Company(6)
(6.2) Amendment of Certificate of Incorporation of Aetna Life
Insurance and Annuity Company(7)
(6.3) By-Laws as amended September 17, 1997 of Aetna Life Insurance
and Annuity Company(8)
(7) Not applicable
(8.1) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and AIM dated June 30, 1998(5)
(8.2) Service Agreement between Aetna Life Insurance and Annuity
Company and AIM effective June 30, 1998(5)
(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, 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) Amendment dated November 9, 1998 to 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, Aetna Variable Portfolios, Inc. on behalf of each of
its series, and Aeltus Investment Management, Inc. dated as of
May 1, 1998(9)
(8.5) 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)
<PAGE>
(8.6) Amendment dated November 4, 1998 to 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(9)
(8.7) 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(7)
(8.8) 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(10)
(8.9) 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(11)
(8.10) 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)
(8.11) 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(7)
(8.12) 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(10)
(8.13) 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(12)
<PAGE>
(8.14) 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)
(8.15) Service Agreement between Aetna Life Insurance and Annuity
Company and Fidelity Investments Institutional Operations
Company dated as of November 1, 1995(13)
(8.16) 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(10)
(8.17) Service Contract between Fidelity Distributors Corporation and
Aetna Life Insurance and Annuity Company dated May 2, 1997(9)
(8.18) Fund Participation Agreement among Janus Aspen Series and Aetna
Life Insurance and Annuity Company and Janus Capital Corporation
dated December 8, 1997(14)
(8.19) Amendment dated October 12, 1998 to Fund Participation Agreement
among Janus Aspen Series and Aetna Life Insurance and Annuity
Company and Janus Capital Corporation dated December 8, 1997(9)
(8.20) Service Agreement between Janus Capital Corporation and Aetna
Life Insurance and Annuity Company dated December 8, 1997(14)
(8.21) 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)
(8.22) 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(5)
(8.23) Form of Fifth Amendment to 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(9)
(8.24) Fund Participation Agreement dated March 11, 1997 between Aetna
Life Insurance and Annuity Company and Oppenheimer Variable
Annuity Account Funds and Oppenheimer Funds, Inc.(15)
(8.25) Service Agreement effective as of March 11, 1997 between
Oppenheimer Funds, Inc. and Aetna Life Insurance and Annuity
Company(15)
(9) Opinion and Consent of Counsel
(10) Consent of Independent Auditors
(11) Not applicable
(12) Not applicable
<PAGE>
(13) Schedule for Computation of Performance Data(5)
(14) Not applicable
(15.1) Powers of Attorney(5)
(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 Post-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 333-56297), as filed electronically on
September 14, 1998 (Accession No. 0000950146-98-001574).
5. 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).
6. 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).
7. 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).
8. 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).
9. Incorporated by reference to Post-Effective Amendment No. 2 to Registration
Statement on Form N-4 (File No. 333-56297), as filed electronically on
December 14, 1998.
10. 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).
11. 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).
12. 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).
13. 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).
<PAGE>
14. 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).
15. 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
Therese M. Squillacote 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 to Post-Effective Amendment No.
2 to Registration Statement on Form N-4 (File No. 333-56297), as filed
electronically on December 14, 1998.
Item 27. Number of Contract Owners
As of November 30, 1998, there were 73,732 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,
<PAGE>
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 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 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)
<S> <C> <C> <C> <C>
Name of Net Underwriting Compensation on
Principal Underwriter Discounts and Commissions Redemption or Brokerage
Annuitization Commissions Compensation*
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] 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 has duly caused this Post-Effective Amendment to its
Registration Statement on Form N-4 (File No. 333-56297) 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 December, 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. 3 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 ) December
- ---------------------- )
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>
/s/ J. Neil McMurdie
By: ------------------------------
J. Neil McMurdie
*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 (9.5.89-6(9/98)) *
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 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, 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 Amendment dated November 9, 1998 to 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, Aetna
Variable Portfolios, Inc. on behalf of each of its series, and Aeltus
Investment Management, Inc. dated as of May 1, 1998
99-B.8.5 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.8.6 Amendment dated November 4, 1998 to 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.8.7 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.8.8 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
</TABLE>
*Incorporated by reference
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
<S> <C> <C>
99-B.8.9 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.8.10 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.8.11 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.8.12 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-8.13 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.8.14 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
</TABLE>
*Incorporated by reference
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
<S> <C> <C>
99-B.8.15 Service Agreement between Aetna Life Insurance and Annuity Company and *
Fidelity Investments Institutional Operations Company dated as of
November 1, 1995
99-B.8.16 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.8.17 Service Contract between Fidelity Distributors Corporation and Aetna *
Life Insurance and Annuity Company dated May 2, 1997
99-B.8.18 Fund Participation Agreement among Janus Aspen Series and Aetna Life *
Insurance and Annuity Company and Janus Capital Corporation dated
December 8, 1997
99-B.8.19 Amendment dated October 12, 1998 to Fund Participation Agreement among *
Janus Aspen Series and Aetna Life Insurance and Annuity Company and
Janus Capital Corporation dated December 8, 1997
99-B.8.20 Service Agreement between Janus Capital Corporation and Aetna Life *
Insurance and Annuity Company dated December 8, 1997
99-B.8.21 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.8.22 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.8.23 Form of Fifth Amendment to 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
</TABLE>
*Incorporated by reference
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
<S> <C> <C>
99-B.8.24 Fund Participation Agreement dated March 11, 1997 between Aetna Life *
Insurance and Annuity Company and Oppenheimer Variable Annuity Account
Funds and Oppenheimer Funds, Inc.
99-B.8.25 Service Agreement effective 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
Ex-99-B.9
[Aetna letterhead] 151 Farmington Avenue
[Aetna logo] Hartford, CT 06156-3124
Julie E. Rockmore
December 15, 1998 Counsel
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. 3 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. 3. 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 into this 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
Hartford, Connecticut
December 15, 1998
