As filed with the Securities and Exchange Registration No. 33-34370*
Commission on November 23, 1999 Registration No. 811-2512
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- --------------------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 40 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, TS31, 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, TS31, Hartford, Connecticut 06156
(Name and Address of Agent for Service)
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It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b) of Rule 485
--------
X on December 1, 1999 pursuant to paragraph (b) of Rule 485
--------
*Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which includes
all the information which would currently be required in a prospectus relating
to the following earlier Registration Statement: 33-87932.
<PAGE>
VARIABLE ANNUITY ACCOUNT B
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
LOCATION - PROSPECTUS DATED
MAY 3, 1999, AND AS AMENDED BY
SUPPLEMENTS DATED
FORM N-4 JUNE 1, 1999, SEPTEMBER 1, 1999,
ITEM NO. PART A (PROSPECTUS) SEPTEMBER 22, 1999, AND
DECEMBER 1, 1999
<S> <C> <C> <C>
1 Cover Page........................................ Cover Page
2 Definitions....................................... Not Applicable
3 Synopsis.......................................... Contract Overview; Fee Table, and as amended
4 Condensed Financial Information................... Condensed Financial Information; Appendix
IV - Condensed Financial Information
5 General Description of Registrant,
Depositor, and Portfolio Companies................ Other Topics - The Company; Variable
Annuity Account B; Appendix III - Description
of Underlying Funds, as amended
6 Deductions and Expenses........................... Fees, as amended
7 General Description of Variable Annuity
Contracts......................................... Contract Overview; Other Topics
8 Annuity Period.................................... The Income Phase
9 Death Benefit..................................... Death Benefit
10 Purchases and Contract Value...................... Purchase and Rights; Your Account Value
11 Redemptions....................................... Right to Cancel; Withdrawals, as amended;
Systematic Distribution Options
12 Taxes............................................. Taxation
13 Legal Proceedings................................. Other Topics - Legal Matters and Proceedings
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOCATION - PROSPECTUS DATED
MAY 3, 1999, AND AS AMENDED BY
SUPPLEMENTS DATED
FORM N-4 JUNE 1, 1999, SEPTEMBER 1, 1999,
ITEM NO. PART A (PROSPECTUS) SEPTEMBER 22, 1999, AND
DECEMBER 1, 1999
<S> <C> <C> <C>
14 Table of Contents of the Statement of
Additional Information............................ Contents of the Statement of Additional
Information
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FORM N-4 PART B (STATEMENT OF LOCATION - STATEMENT OF
ITEM NO. ADDITIONAL INFORMATION) ADDITIONAL INFORMATION DATED
MAY 3, 1999
<S> <C> <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..................................... Income Phase 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. 40, by reference to
Post-Effective Amendment No. 37 to the Registration Statement on Form N-4 (File
No. 33-34370), as filed on April 9, 1999 and declared effective on May 3, 1999,
by reference to Prospectus Supplement dated June 1, 1999 as filed under Rule
497(c) on June 1, 1999 (File No. 33-34370), by reference to Post-Effective
Amendment No. 38 to the Registration Statement on Form N-4 (File No. 33-34370),
as filed on August 24, 1999 and declared effective on September 1, 1999, and by
reference to Post-Effective Amendment No. 39, as filed on September 22, 1999 and
declared effective on September 22, 1999.
A Supplement to the Prospectus dated December 1, 1999 is included in Part A of
this Post-Effective Amendment.
<PAGE>
VARIABLE ANNUITY ACCOUNT B
Aetna Life Insurance and Annuity Company
Supplement Dated December 1, 1999
to May 3, 1999 Prospectus
GENERAL DESCRIPTION OF GET H
Series H of the Aetna GET Fund (GET H) is an investment option that may be
available during the accumulation phase of the contract. Aetna Life Insurance
and Annuity Company (the Company, we, our) makes a guarantee, as described
below, when you direct money into GET H. Aeltus Investment Management, Inc.
serves as investment adviser to GET H.
We will offer GET H shares only during its offering period, which is scheduled
to run from December 15, 1999 through the close of business on March 14, 2000.
GET H may not be available under your contract, your plan or in your state.
Please read the GET H prospectus for a more complete description of GET H,
including its charges and expenses.
INVESTMENT OBJECTIVE OF GET H
GET H seeks to achieve maximum total return, without compromising a minimum
targeted return, by participating in favorable equity market performance during
the guarantee period.
GET H's guarantee period runs from March 15, 2000 through March 14, 2005. During
the offering period, all GET H assets will be invested in short-term
instruments, and during the guarantee period will be invested in a combination
of fixed income and equity securities.
THE GET FUND GUARANTEE
The guarantee period for GET H will end on March 14, 2005 which is GET H's
maturity date. The Company guarantees that the value of an accumulation unit of
the GET H subaccount under the contract on the maturity date (as valued after
the close of business on March 14, 2005) will not be less than its value as
determined after the close of business on the last day of the offering period.
If the value on the maturity date is lower than it was on the last day of the
offering period, we will transfer funds from our general account to the GET H
subaccount to make up the difference. This means that if you remain invested in
GET H until the maturity date, at the maturity date you will receive no less
than the value of your separate account investment directed to GET H as of the
last day of the offering period, less any maintenance fees or any amounts you
transfer or withdraw from the GET H subaccount. The value of dividends or
distributions made by GET H during the guarantee period are not included in the
guarantee, nor does the guarantee promise that you will earn the fund's minimum
targeted return referred to in the investment objective.
If you withdraw or transfer funds from GET H before the maturity date, we will
process the transactions at the actual unit value next determined after we
receive your order. The guarantee will not apply to these amounts or to amounts
deducted as a maintenance fee, if applicable.
MATURITY DATE
Before the maturity date, we will send a notice to each contract holder who has
amounts in GET H. This notice will remind you that the maturity date is
approaching and that you must choose other investment options for your GET H
amounts. If you do not make a choice, on the maturity date we will transfer
your GET H amounts to another available series of the GET Fund that is
accepting deposits. If no GET Fund series is available, we will transfer your
GET H amounts to the fund or funds designated by the Company. We will make
these transfers as of the unit value next determined after the transfer.
X.GETHRETAIL-99 December 1999
<PAGE>
INCOME PHASE
GET H is not available during the income phase. You should not select this
option if you wish to begin income payments or to make other withdrawals or
transfers before the maturity date. You must transfer your GET H account value
to another available investment option before you may elect an income phase
payment option. As stated above, the Company's guarantee will not apply to
amounts you withdraw or transfer before the maturity date.
REINVESTMENT
Some contracts allow you to reinvest all or a portion of the proceeds after a
full withdrawal. If you withdraw amounts from GET H and then elect to reinvest
them, we will reinvest them in a GET Fund series that is then accepting
deposits, if one is available. If one is not available, we will reallocate your
GET H amounts among the other investment options in which you were invested, on
a pro rata basis.
The following information supplements the "Fee Table" contained in the
prospectus:
MAXIMUM FEES DEDUCTED FROM INVESTMENTS IN THE SEPARATE ACCOUNT
In addition to the amounts currently listed under the heading "Fee Table" in
the prospectus, we will make a daily deduction of a GET H Guarantee Charge,
equal on an annual basis to the percentage shown below, from the amounts
allocated to the GET H investment option:
<TABLE>
<S> <C>
GET H Guarantee Charge (deducted daily during the Guarantee Period) ..... 0.50%
Maximum Total Separate Account Expenses .................................. 1.90%(1)
</TABLE>
(1) The total separate account expenses that apply to your contract may be
lower. Please refer to the "Fee Table" section of your prospectus.
The following information supplements the "Fund Expense Table" contained in the
prospectus:
Aetna GET Fund Series H Annual Expenses
(As a percentage of the average net assets)
<TABLE>
<CAPTION>
Investment Total Fund Annual Expenses
Advisory Fees(2) Other Expenses(3) (after expense reimbursement)(4)
---------------- ----------------- --------------------------------
<S> <C> <C> <C>
Aetna GET Fund Series H 0.60% 0.15% 0.75%
</TABLE>
For more information regarding expenses paid out of assets of the fund, see the
GET H prospectus.
- -----------------------
(2) The Investment Advisory Fee will be 0.25% during the offering period and
0.60% during the guarantee period.
(3) "Other Expenses" include an annual fund administrative fee of 0.075% of the
average daily net assets of GET H and any additional direct fund expenses.
(4) The investment adviser is contractually obligated through GET H's maturity
date to waive all or a portion of its investment advisory fee and/or its
administrative fee and/or to reimburse a portion of the fund's other
expenses in order to ensure that GET H's Total Fund Annual Expenses do not
exceed 0.75% of the fund's average daily net assets. It is not expected that
GET H's actual expenses without this waiver or reimbursement will exceed
this amount.
<PAGE>
The following information supplements the "Hypothetical Examples" contained in
the prospectus.
HYPOTHETICAL EXAMPLES--AETNA GET FUND SERIES H
Account Fees You May Incur Over Time. The following hypothetical examples show
the fees and expenses paid over time if you invest $1,000 in the GET H
investment option under the contract (until GET H's maturity date) and assume a
5% annual return on the investment.(5)
<TABLE>
<CAPTION>
- ------------------------------------
> THESE EXAMPLES ARE PURELY Example A Example B
HYPOTHETICAL. If you withdraw your entire If at the end of the periods
> THEY SHOULD NOT BE account value at the end of shown you (1) leave your
CONSIDERED A REPRESENTATION the periods shown, you would entire account value invested
OF PAST OR FUTURE EXPENSES pay the following expenses, or (2) select an income phase
OR EXPECTED RETURNS. including any applicable early payment option, you would
> ACTUAL EXPENSES AND/OR withdrawal charge: pay the following expenses
RETURNS MAY BE MORE OR LESS (no early withdrawal charge is
THAN THOSE SHOWN BELOW. reflected):
- ------------------------------------
1 Year 3 Years 5 Years 1 Year 3 Years 5 Years
------ ------- ------- ------ ------- -------
<S> <C> <C> <C> <C> <C> <C>
Aetna GET Fund Series H $90 $137 $177 $27 $83 $142
</TABLE>
- -----------------------
(5) The examples shown above reflect an annual mortality and expense risk charge
of 1.25%, an annual contract administrative expense charge of 0.15%, an
annual GET H guarantee charge of 0.50%, a $30 annual maintenance fee that
has been converted to a percentage of assets equal to 0.022%, and all
charges and expenses of the GET H Fund. Example A reflects an early
withdrawal charge of 7% of the purchase payments at the end of year 1, 6% at
the end of year 3, and 4% at the end of year 5. (The expenses that you would
pay under your contract may be lower. Please refer to the "Fee Table"
section of your prospectus.)
<PAGE>
APPENDIX
DESCRIPTION OF UNDERLYING FUNDS
Aetna GET Fund (Series H)
INVESTMENT OBJECTIVE
Seeks to achieve maximum total return without compromising a minimum targeted
return (Targeted Return) by participating in favorable equity market
performance during the guarantee period, from March 15, 2000 through March 14,
2005, the maturity date.
POLICIES
Prior to March 15, 2000, assets are invested entirely in short-term
instruments. After that date, assets are allocated between equities and fixed
income securities. Equities consist primarily of common stocks. Fixed income
securities consist primarily of short- to intermediate-duration U.S. Government
securities and may also consist of mortgage backed securities and corporate
obligations. The investment adviser uses a proprietary computer model 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 component.
RISKS
The principal risks of investing in Series H are those generally attributable
to stock and bond investing. The success of Series H's strategy depends on the
investment adviser's skill in allocating assets between the equity and fixed
components and in selecting investments within each component. Because Series H
invests in both stocks and bonds, it may underperform stock funds when stocks
are in favor and underperform bond funds when bonds are in favor. The risks
associated with investing in stocks include sudden and unpredictable drops in
the value of the market as a whole and periods of lackluster or negative
performance. The principal risk associated with investing in bonds is that
interest rates may rise, which generally causes bond prices to fall. If at the
inception of, or any time during, the guarantee period interest rates are low,
Series H assets may be largely invested in the fixed component in order to
increase the likelihood of achieving the Targeted Return at the maturity date.
The effect of low interest rates on Series H would likely be more pronounced at
the beginning of the guarantee period as the initial allocation of assets would
include more fixed income securities. In addition, if during the guarantee
period the equity markets experienced a major decline, Series H assets may
become largely invested in the fixed component in order to increase the
likelihood of achieving the Targeted Return at the maturity date. Use of the
fixed component reduces Series H's ability to participate as fully in upward
equity market movements, and therefore represents some loss of opportunity, or
opportunity cost, compared to a portfolio that is fully invested in equities.
Investment Adviser: Aeltus Investment Management, Inc.
X.GETHRETAIL-99 December 1999
<PAGE>
VARIABLE ANNUITY ACCOUNT B
PART C - OTHER INFORMATION
<TABLE>
Item 24. Financial Statements and Exhibits
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<S> <C> <C> <C>
(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, 1998
- Statements of Operations and Changes in Net Assets for the years ended
December 31, 1998 and 1997
- Condensed Financial Information for the year ended December 31, 1998
- 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, 1998,
1997 and 1996
- Consolidated Balance Sheets as of December 31, 1998 and 1997
- Consolidated Statements of Changes in Shareholder's Equity for the years
ended December 31, 1998, 1997 and 1996
- Consolidated Statements of Cash Flows for the years ended December 31,
1998, 1997 and 1996
- 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) Selling Agreement(2)
(3.2) Alternative Form of Wholesaling Agreement and Related Selling Agreement(3)
(3.3) Federated Broker Dealer Agreement (9/2/94)(4)
(4.1) Variable Annuity Contract (G-CDA-97(NY))(5)
(4.2) Variable Annuity Contract Certificate (GMCC-97(NY)) to Contract G-CDA-
97(NY)(5)
(4.3) Variable Annuity Contract (G-MP1(5/97))(6)
(4.4) Variable Annuity Contract Certificate (MP1CERT(5/97))(6)
(4.5) Variable Annuity Contract (I-MP1(5/97))(6)
(4.6) Variable Annuity Contract (G-MP1(5/96))(7)
(4.7) Variable Annuity Contract Certificate (MP1CERT(5/96))(7)
(4.8) Variable Annuity Contract (I-MP1(5/96))(7)
<PAGE>
(4.9) Variable Annuity Contract (G-CDA-96(NY))(7)
(4.10) Variable Annuity Contract Certificate
(GMCC-96(NY))(7)
(4.11) Variable Annuity Contract (G-CDA-IC(NQ))(8)
(4.12) Variable Annuity Certificate (GMCC-IC(NQ))(8)
(4.13) Variable Annuity Contract (G-CDA-IC(IR))(8)
(4.14) Variable Annuity Contract (I-CDA-IC(NQ/MP))(8)
(4.15) Variable Annuity Contract Certificate (GMCC-IC(IR))(9)
(4.16) Variable Annuity Contract (I-CDA-IC(IR/MP))(8)
(4.17) Variable Annuity Contracts and Certificates (G-CDA-IC(IR/NY)),
(GMCC-IC(IR/NY)), (G-CDA-IC(NQ/NY)), and (GMCC-IC(NQ/NY))(10)
(4.18) Endorsements (MP1IRA(5/97)) and (I-MP1IRA(5/97)) to Contract
G-MP1(5/96) and Certificate MP1CERT(5/96)(7)
(4.19) Endorsements (MP1QP(5/97)) and (I-MP1QP(5/97)) to Contract
G-MP1(5/96) and Certificate MP1CERT(5/96)(7)
(4.20) Endorsements (MP1TDA(5/97)) and (I-MP1TDA(5/97)) to Contract
G-MP1(5/96) and Certificate MP1CERT(5/96)(7)
(4.21) Endorsements (MP1DC(5/97)) and (I-MP1DC(5/97)) to Contract
G-MP1(5/96) and Certificate MP1CERT(5/96)(7)
(4.22) Endorsement (G-MP1IRA(11/96)) to Contract G-CDA-96(NY) and Certificate
GMCC-96(NY)(7)
(4.23) Endorsement (I-MP1END(9/97)) to Contract I-MP1(5/96)(6)
(4.24) Endorsement (E1-MPROTH-97) to Contract G-MP1(5/97)(5)
(4.25) Endorsement (EI1MPROTH-97) to Contract I-MP1(5/97)(5)
(4.26) Endorsement (MP1IRA(11/97)) to Contract G-MP1(5/97)(5)
(4.27) Endorsement (I-MP1IRA(11/97)) to Contract I-MP1(5/97)(5)
(4.28) Endorsement (MP1END(9/97)) to Contract G-MP1(5/97) and Certificate
MP1CERT(5/97)(11)
(4.29) Endorsement (I-MP1END(9/97)) to Contract I-MP1(5/97)(11)
(4.30) Endorsement (MPNQEND(4/95)) to Contract G-CDA-IC(NQ)(12)
(4.31) Endorsement (MPIREND(4/95)) to Contract G-CDA-IC(IR)(12)
(4.32) Endorsement (IMPNQEND(4/95)) to Contract I-CDA-IC(NQ/MP)(12)
(4.33) Endorsement (IMPIREND(4/95)) to Contract I-CDA-IC(IR/MP)(12)
(4.34) Endorsement (EMPGET98) to Contract G-MP1(5/97) and Certificate
MP1CERT(5/97)(13)
(4.35) Endorsement (MPNQCERTEND(4/95)) to Certificate GMCC-IC(NQ)(12)
(4.36) Endorsement (MPIRCERTEND(4/95)) to Certificate GMCC-IC(IR)(12)
(4.37) Endorsement EGET(99) to Contracts G-MP1(5/97), G-CDA-97(NY) and
I-MP1(5/97) and Certificates MP1(CERT(5/97)) and GMCC-97(NY)(14)
(4.38) Contract Schedule I Accumulation Period (G-MP1(11/97)-5) to Group Contract
G-MP1(5/97)(5)
<PAGE>
(4.39) Contract Schedule I Accumulation Period (I-MP1(11/97)-5) to Individual
Contract I-MP1(5/97)(5)
(5.1) Variable Annuity Contract Application (MPAPPNY(1/96))(5)
(5.2) Variable Annuity Contract Application (300-MAR-IB)(15)
(5.3) Variable Annuity Contract Application (710.6.13)(15)
(6.1) Certificate of Incorporation of Aetna Life Insurance and Annuity Company(16)
(6.2) Amendment of Certificate of Incorporation of Aetna Life Insurance and Annuity
Company(17)
(6.3) By-Laws as amended September 17, 1997 of Aetna Life Insurance and Annuity
Company(18)
(7) Not applicable
(8.1) Fund Participation Agreement by and among Aetna Life Insurance and Annuity
Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income
Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its
series, Aetna Generation Portfolios, Inc. on behalf of each of its series,
Aetna Variable Portfolios, Inc. on behalf of each of its series, and Aeltus
Investment Management, Inc. dated as of May 1, 1998(19)
(8.2) 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(20)
(8.3) 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(19)
(8.4) 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(20)
(8.5) Fund Participation Agreement (Amended and Restated) between Aetna Life
Insurance and Annuity Company, Alger American Fund and Fred Alger Management,
Inc. dated as of March 31, 1995(3)
<PAGE>
(8.6) Fund Participation Agreement among Calvert Responsibly Invested Balanced
Portfolio, Calvert Asset Management Company, Inc. and Aetna Life Insurance and
Annuity Company dated December 1, 1997(21)
(8.7) Service Agreement between Calvert Asset Management Company, Inc. and Aetna Life
Insurance and Annuity Company dated December 1, 1997(21)
(8.8) Fund Participation Agreement by and among Aetna Life Insurance and Annuity
Company, Insurance Management Series and Federated Advisors dated July 1,
1994(22)
(8.9) 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(17)
(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 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)
(8.11) 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(23)
(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 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(19)
(8.13) 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(17)
(8.14) 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(6)
(8.15) 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(24)
<PAGE>
(8.16) 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(19)
(8.17) Service Agreement between Aetna Life Insurance and Annuity Company and Fidelity
Investments Institutional Operations Company dated as of November 1, 1995(25)
(8.18) 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(6)
(8.19) Service Contract between Fidelity Distributors Corporation and Aetna Life
Insurance and Annuity Company dated May 2, 1997(20)
(8.20) Fund Participation Agreement among Janus Aspen Series and Aetna Life Insurance
and Annuity Company and Janus Capital Corporation dated December 8, 1997(26)
(8.21) 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(20)
(8.22) Service Agreement between Janus Capital Corporation and Aetna Life Insurance
and Annuity Company dated December 8, 1997(26)
(8.23) Fund Participation Agreement between Aetna Life Insurance and Annuity Company
and Lexington Management Corporation regarding Natural Resources Trust dated
December 1, 1988 and amended February 11, 1991(3)
(8.24) Fund Participation Agreement between Aetna Life Insurance and Annuity Company,
Lexington Emerging Markets Fund, Inc. and Lexington Management Corporation (its
investment advisor) dated April 28, 1994(2)
(8.25) 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(19)
(8.26) 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(27)
(8.27) Fifth Amendment dated May 1, 1998 to Fund Participation Agreement by and 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(28)
(8.28) Fifth Amendment dated July 1, 1999 to Fund Participation Agreement by and among
MFS Variable Insurance Trust, Aetna Life Insurance and Annuity Company and
Massachusetts Financial Services Company dated April 30, 1996,
<PAGE>
and amended on September 3, 1996, March 14, 1997, November 28, 1997 and
May 1, 1998(29)
(8.29) Fund Participation Agreement dated March 11, 1997 between Aetna Life Insurance
and Annuity Company and Oppenheimer Variable Annuity Account Funds and
Oppenheimer Funds, Inc.(22)
(8.30) Service Agreement effective as of March 11, 1997 between Oppenheimer Funds,
Inc. and Aetna Life Insurance and Annuity Company(22)
(8.31) Fund Participation Agreement between Aetna Life Insurance and Annuity Company,
Investors Research Corporation and TCI Portfolios, Inc. dated July 29, 1992 and
amended December 22, 1992 and June 1, 1994(3)
(8.32) Administrative Service Agreement between Aetna Life Insurance and Annuity
Company and Agency, Inc.(2)
(9) Opinion and Consent of Counsel
(10) Consent of Independent Auditors
(11) Not applicable
(12) Not applicable
(13) Schedule for Computation of Performance Data(8)
(14) Not applicable
(15.1) Powers of Attorney(30)
(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 on April 22, 1996.
2. Incorporated by reference to Post-Effective Amendment No. 22 to Registration Statement on
Form N-4 (File No. 33-34370), as filed on April 22, 1996.
3. Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on
Form N-4 (File No. 33-75986), as filed on April 12, 1996.
4. Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on
Form N-4 (File No. 33-79122), as filed on August 16, 1995.
5. Incorporated by reference to Post-Effective Amendment No. 32 to Registration Statement on
Form N-4 (File No. 33-34370), as filed on December 16, 1997.
6. Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on
Form N-4 (File No. 33-34370), as filed on September 29, 1997.
7. Incorporated by reference to Post-Effective Amendment No. 26 to Registration Statement on
Form N-4 (File No. 33-34370), as filed on February 21, 1997.
8. Incorporated by reference to Post-Effective Amendment No. 35 to Registration Statement on
Form N-4 (File No. 33-34370), as filed on April 17, 1998.
9. Incorporated by reference to Post-Effective Amendment No. 37 to Registration Statement on
Form N-4 (File No. 33-34370), as filed on April 9, 1999.
10. Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on
Form N-4 (File No. 33-87932), as filed on September 19, 1995.
<PAGE>
11. Incorporated by reference to Post-Effective Amendment No. 33 to Registration Statement on
Form N-4 (File No. 33-34370), as filed on February 12, 1998.
12. Incorporated by reference to Post-Effective Amendment No. 34 to Registration Statement on
Form N-4 (File No. 33-34370), as filed on February 27, 1998.
13. Incorporated by reference to Post-Effective Amendment No. 37 to Registration Statement on
Form N-4 (File No. 33-34370), as filed on September 14, 1998.
14. Incorporated by reference to Post-Effective Amendment No. 13 to Registration Statement on
Form N-4 (File No. 333-01107), as filed on April 7, 1999.
15. Incorporated by reference to Post-Effective Amendment No. 29 to Registration Statement on
Form N-4 (File No. 33-34370), as filed on August 18, 1997.
16. Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on
Form S-1 (File No. 33-60477), as filed on April 15, 1996.
17. Incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement on
Form N-4 (File No. 33-75964), as filed on February 11, 1997.
18. Incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement on
Form N-4 (File No. 33-91846), as filed on October 30, 1997.
19. Incorporated by reference to Registration Statement on Form N-4 (File No. 333-56297) as
filed on June 8, 1998.
20. Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement on
Form N-4 (File No. 333-56297), as filed on December 14, 1998.
21. Incorporated by reference to Post-Effective Amendment No. 8 to Registration Statement on
Form N-4 (File No. 333-01107), as filed on February 19, 1998.
22. Incorporated by reference to Post-Effective Amendment No. 27 to Registration Statement on
Form N-4 (File No. 33-34370), as filed on April 16, 1997.
23. Incorporated by reference to Post-Effective Amendment No. 16 to Registration Statement on
Form N-4 (File No. 33-75964), as filed on February 9, 1998.
24. Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement on
Form S-6 (File No. 33-75248), as filed on February 24, 1998.
25. Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on
Form N-4 (File No. 33-88720), as filed on June 28, 1996.
26. Incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement on
Form N-4 (File No. 33-75992), as filed on December 31, 1997.
27. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form
N-4 (File No. 333-56297), as filed on August 4, 1998.
28. Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement on
Form N-4 (File No. 333-56297), as filed on February 16, 1999.
29. Incorporated by reference to Post-Effective Amendment No. 11 to Registration Statement on
Form N-4 (File No. 333-56297), as filed on November 23, 1999.
30. Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on
Form N-4 (File No. 333-56297), as filed on February 25, 1999.
</TABLE>
<PAGE>
Item 25. Directors and Officers of the Depositor
<TABLE>
<S> <C>
Name and Principal
Business Address* Positions and Offices with Depositor
- ---------------- ------------------------------------
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, Corporate Controller, and
Assistant Treasurer
Therese M. Squillacote Vice President and Chief Compliance Officer
Kirk P. Wickman Senior 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. 333-56297), as filed on November 23, 1999.
Item 27. Number of Contract Owners
- ----------------------------------
As of October 31, 1999, there were 92,783 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 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, 1998:
<TABLE>
<CAPTION>
(1 (2) (3) (4) (5)
<S> <C> <C> <C> <C>
Name of Net Underwriting Compensation
Principal Discounts and on Redemption Brokerage
Underwriter Commissions or Annuitization Commissions Compensation*
Aetna Life $684,000 $42,930,000
Insurance 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 28, 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, [1988 WL 235221, *13
(S.E.C.)].
(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. 33-34370) 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
23rd day of November, 1999.
VARIABLE ANNUITY ACCOUNT B OF AETNA
LIFE INSURANCE AND ANNUITY COMPANY
(Registrant)
By: AETNA LIFE INSURANCE AND ANNUITY
COMPANY
(Depositor)
By: /s/ Thomas J. McInerney*
-----------------------------------
Thomas J. McInerney
President
As required by the Securities Act of 1933, this Post-Effective Amendment
No. 40 to the Registration Statement on Form N-4 (File No. 33-34370) has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C> <C>
Signature Title Date
/s/ Thomas J. McInerney* )
- ------------------------------------- Director and President )
Thomas J. McInerney (principal executive officer) )
)
/s/ Shaun P. Mathews* ) November
- ------------------------------------- Director )
Shaun P. Mathews ) 23, 1999
)
/s/ Catherine H. Smith* )
- ------------------------------------- Director and Chief Financial Officer )
Catherine H. Smith )
)
/s/ Deborah Koltenuk* )
- ------------------------------------- Vice President, Corporate Controller, and )
Deborah Koltenuk Assistant Treasurer )
</TABLE>
By: /s/ J. Neil McMurdie
------------------------------------------------
J. Neil McMurdie
*Attorney-in-Fact
<PAGE>
VARIABLE ANNUITY ACCOUNT B
Exhibit Index
Exhibit No. Exhibit
99-B.9 Opinion and Consent of Counsel
-------------
99-B.10 Consent of Independent Auditors
-------------
[AETNA LETTERHEAD]
[AETNA LOGO]
Exhibit 99-B.9
151 Farmington Avenue
Hartford, CT 06156-1492
Julie E. Rockmore
Counsel
Law Department, TS31
November 23, 1999 Aetna Financial Services
(860) 273-4686
Fax: (860) 273-0385
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Aetna Life Insurance and Annuity Company and its Variable Annuity Account B
Post-Effective Amendment No. 40 to Registration Statement on Form N-4
Prospectus Title: Aetna Marathon Plus - Group and Individual Deferred
Variable Annuity Contracts File Nos. 33-34370* and 811-2512
Dear Sir or Madam:
The undersigned serves as counsel to Aetna Life Insurance and Annuity Company, a
Connecticut life insurance company (the "Company"). It is my understanding that
the Company, as depositor, has registered an indefinite amount of securities
(the "Securities") under the Securities Act of 1933 (the "Securities Act") as
provided in Rule 24f-2 under the Investment Company Act of 1940 (the "Investment
Company Act").
In connection with this opinion, I or those for whom I have supervisory
responsibility, have reviewed the N-4 Registration Statement, as amended to the
date hereof, and this Post-Effective Amendment No. 40. 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.
- --------
* Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which
includes all the information which would currently be required in a
prospectus relating to the following earlier Registration Statement:
33-87932.
<PAGE>
Based upon the foregoing, and, assuming the Securities are sold in accordance
with the provisions of the prospectus, I am of the opinion that the Securities
being registered will be legally issued and will represent binding obligations
of the Company.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Julie E. Rockmore
Julie E. Rockmore
Counsel
Exhibit 99-B.10
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 use in this prospectus constituting part of this
Post-Effective Amendment No. 40 to the Registration Statement on Form N-4 (File
No. 33-34370) of our reports dated February 3, 1999 and February 26, 1999
relating to the financial statements of the Aetna Variable Annuity Account B and
Aetna Life Insurance and Annuity Company, respectively, which are incorporated
by reference in such prospectus.
We also consent to the reference to our firm under the headings "Condensed
Financial Information", which is incorporated by reference in the prospectus and
"Independent Auditors" which is incorporated by reference in the statement of
additional information.
/s/ KPMG LLP
Hartford, Connecticut
November 23, 1999
