As filed with the Securities and Exchange Registration No. 333-56297
Commission on May 5, 1999 Registration No. 811-2512
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- --------------------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 7 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 immediately upon filing pursuant to paragraph (b) of Rule 485
--------
-------- on _______________________ pursuant to paragraph (b) of Rule 485
<PAGE>
VARIABLE ANNUITY ACCOUNT B
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
FORM N-4 PART A (PROSPECTUS) LOCATION - PROSPECTUS, AS
AMENDED BY SUPPLEMENT
ITEM NO. DATED MAY 5, 1999
<S> <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
6 Deductions and Expenses.............................. Fees
7 General Description of Variable Annuity Contracts....
Contract Overview
8 Annuity Period....................................... The Income Phase
9 Death Benefit........................................ Death Benefit
10 Purchases and Contract Value......................... Purchase and Rights; Your Account Value
11 Redemptions.......................................... Your Right to Cancel; Systematic Distribution
Options
12 Taxes................................................ Taxation
13 Legal Proceedings.................................... Other Topics - 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>
FORM N-4 PART B (STATEMENT OF LOCATION - STATEMENT OF
ITEM NO. ADDITIONAL INFORMATION) ADDITIONAL INFORMATION
<S> <C> <C>
15 Cover Page........................................... Cover page
16 Table of Contents.................................... Table of Contents
17 General Information and History...................... General Information and History
18 Services............................................. General Information and History; Independent
Auditors
19 Purchase of Securities Being Offered................. Offering and Purchase of Contract
20 Underwriters......................................... Offering and Purchase of Contract
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. 7 by reference to
Post-Effective Amendment No. 6 to the Registration Statement on Form N-4 (File
No. 333-56297), as filed on April 14, 1999 and declared effective on May 3,
1999.
A Prospectus Supplement dated May 5, 1999 is included in Part A of this
Post-Effective Amendment.
<PAGE>
VARIABLE ANNUITY ACCOUNT B
Aetna Life Insurance and Annuity Company
Supplement dated May 5, 1999 to the Prospectus dated May 3, 1999
Aetna Variable Annuity--Group and Individual Deferred
Variable Annuity Contracts.
The information in this Supplement updates and amends certain information
contained in the Prospectus dated May 3, 1999. You should read this Supplement
along with the Prospectus.
The following information replaces the information about the three Mitchell
Hutchins portfolios contained in the Fund Expense Table on pages 8 and 9 of the
prospectus:
<TABLE>
<CAPTION>
Fund Expense Table
Total Fund Net Fund
Annual Annual
Expenses Expenses
Investment Without Total After
Advisory Other Waivers or Waivers and Waivers
Fees(1) Expenses Reductions Reductions or Reductions
---------- -------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Mitchell Hutchins Series Trust
Growth and Income Portfolio
(Class I shares)4 0.70% 0.59% 1.29% 0.25% 1.04%
Mitchell Hutchins Series Trust
Tactical Allocation Portfolio
(Class I shares)4 0.50% 0.70% 1.20% 0.25% 0.95%
Mitchell Hutchins Series Trust Small
Cap Portfolio (Class I shares)4 1.00% 1.19% 2.19% 0.25% 1.94%
</TABLE>
- -----------------------
1 Certain of the fund advisers reimburse the company for administrative costs
incurred in connection with administering the funds as variable funding
options under the contract. These reimbursements are generally paid out of the
management fees and are not charged to investors. For the AIM Funds, the
reimbursements may be paid out of the fund assets in an amount up to 0.25%
annually. Any such reimbursements paid from the AIM Funds' assets are included
in the "Other Expenses" column.
4 The "Other Expenses" and "Total Fund Annual Expenses" are estimated because
there were no Class I shares outstanding as of December 31, 1998. The "Other
Expenses" include an annual 0.25% fee imposed under a distribution plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940. This plan
provides that each portfolio may pay to certain distributors of the portfolios
a distribution fee at an annual rate of up to 0.25% of its average daily net
assets attributable to its Class I shares. Mitchell Hutchins has voluntarily
and temporarily agreed to waive the distribution fee, however, Mitchell
Hutchins reserves the right to discontinue the waiver of the distribution fee
at any time upon notice to shareholders.
X.AVAMH-99 May, 1999
<PAGE>
The following hypothetical examples replace the expense information about the
three Mitchell Hutchins portfolios contained in the Hypothetical Examples on
pages 10 through 15 of the prospectus:
Hypothetical Example: Option Package I--For Contracts Other than ROTH IRA
Contracts
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 contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
I (i.e., mortality and expense risk charge of 0.80%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waiver or
Reductions" in the Fund Expense Table.
> These examples are purely hypothetical
> They should not be considered a representation of past or future expenses or
expected returns
> Actual expenses and/or returns may be more or less than those shown in these
examples
<TABLE>
<CAPTION>
Example A Example B
--------- ---------
If at the end of the periods shown
If you withdraw your entire account you (1) leave your entire account
value at the end of the periods value invested or (2) select an
shown, you would pay the following income phase payment option, you
expenses, including any applicable would pay the following expenses
early withdrawal charge: (no early withdrawal 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>
Mitchell Hutchins Series Trust
Growth and Income Portfolio
(Class I shares) $86 $124 $157 $260 $23 $71 $121 $260
Mitchell Hutchins Series Trust
Tactical Allocation Portfolio
(Class I shares) $85 $121 $152 $251 $22 $68 $117 $251
Mitchell Hutchins Series Trust
Small Cap Portfolio (Class I shares) $95 $151 $201 $347 $32 $98 $166 $347
</TABLE>
- -----------------------
* This example does not apply during the income phase if you select a
nonlifetime payment option with variable payments and take a lump-sum
withdrawal within three years after payments start. In this case, the lump-sum
payment is treated as a withdrawal during the accumulation phase and may be
subject to an early withdrawal charge (refer to Example A).
<PAGE>
Hypothetical Example: Option Package I--For ROTH IRA Contracts
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 contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
I (i.e., mortality and expense risk charge of 0.80%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waiver or
Reductions" in the Fund Expense Table.
> These examples are purely hypothetical
> They should not be considered a representation of past or future expenses or
expected returns
> Actual expenses and/or returns may be more or less than those shown in these
examples
<TABLE>
<CAPTION>
Example A Example B
--------- ---------
If at the end of the periods shown
If you withdraw your entire account you (1) leave your entire account
value at the end of the periods value invested or (2) select an
shown, you would pay the following income phase payment option, you
expenses, including any applicable would pay the following expenses
early withdrawal charge: (no early withdrawal 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>
Mitchell Hutchins Series Trust
Growth and Income Portfolio
(Class I shares) $59 $ 89 $121 $260 $23 $71 $121 $260
Mitchell Hutchins Series Trust
Tactical Allocation Portfolio
(Class I shares) $58 $ 86 $117 $251 $22 $68 $117 $251
Mitchell Hutchins Series Trust
Small Cap Portfolio (Class I shares) $68 $115 $166 $347 $32 $98 $166 $347
</TABLE>
- -----------------------
* This example does not apply during the income phase if you select a
nonlifetime payment option with variable payments and take a lump-sum
withdrawal within three years after payments start. In this case, the lump-sum
payment is treated as a withdrawal during the accumulation phase and may be
subject to an early withdrawal charge (refer to Example A).
<PAGE>
Hypothetical Example: Option Package II--For Contracts Other than ROTH IRA
Contracts
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 contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
II (i.e., mortality and expense risk charge of 1.10%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waiver or
Reductions" in the Fund Expense Table.
> These examples are purely hypothetical
> They should not be considered a representation of past or future expenses or
expected returns
> Actual expenses and/or returns may be more or less than those shown in these
examples
<TABLE>
<CAPTION>
Example A Example B
--------- ---------
If at the end of the periods shown
If you withdraw your entire account you (1) leave your entire account
value at the end of the periods value invested or (2) select an
shown, you would pay the following income phase payment option, you
expenses, including any applicable would pay the following expenses
early withdrawal charge: (no early withdrawal 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>
Mitchell Hutchins Series Trust
Growth and Income Portfolio
(Class I shares) $89 $133 $172 $290 $26 $ 80 $136 $290
Mitchell Hutchins Series Trust
Tactical Allocation Portfolio
(Class I shares) $88 $131 $167 $281 $25 $ 77 $132 $281
Mitchell Hutchins Series Trust
Small Cap Portfolio (Class I shares) $98 $160 $216 $374 $35 $106 $180 $374
</TABLE>
- -----------------------
* This example does not apply during the income phase if you select a
nonlifetime payment option with variable payments and take a lump-sum
withdrawal within three years after payments start. In this case, the lump-sum
payment is treated as a withdrawal during the accumulation phase and may be
subject to an early withdrawal charge (refer to Example A).
<PAGE>
Hypothetical Example: Option Package II--For ROTH IRA Contracts
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 contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
I (i.e., mortality and expense risk charge of 1.10%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waiver or
Reductions" in the Fund Expense Table.
> These examples are purely hypothetical
> They should not be considered a representation of past or future expenses or
expected returns
> Actual expenses and/or returns may be more or less than those shown in these
examples
<TABLE>
<CAPTION>
Example A Example B
--------- ---------
If at the end of the periods shown
If you withdraw your entire account you (1) leave your entire account
value at the end of the periods value invested or (2) select an
shown, you would pay the following income phase payment option, you
expenses, including any applicable would pay the following expenses
early withdrawal charge: (no early withdrawal 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>
Mitchell Hutchins Series Trust
Growth and Income Portfolio
(Class I shares) $62 $ 98 $136 $290 $26 $ 80 $136 $290
Mitchell Hutchins Series Trust
Tactical Allocation Portfolio
(Class I shares) $61 $ 95 $132 $281 $25 $ 77 $132 $281
Mitchell Hutchins Series Trust
Small Cap Portfolio (Class I shares) $71 $124 $180 $374 $35 $106 $180 $374
</TABLE>
- -----------------------
* This example does not apply during the income phase if you select a
nonlifetime payment option with variable payments and take a lump-sum
withdrawal within three years after payments start. In this case, the lump-sum
payment is treated as a withdrawal during the accumulation phase and may be
subject to an early withdrawal charge (refer to Example A).
<PAGE>
Hypothetical Example: Option Package III--For Contracts Other than ROTH IRA
Contracts
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 contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
III (i.e., mortality and expense risk charge of 1.25%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waiver or
Reductions" in the Fund Expense Table.
> These examples are purely hypothetical
> They should not be considered a representation of past or future expenses or
expected returns
> Actual expenses and/or returns may be more or less than those shown in these
examples
<TABLE>
<CAPTION>
Example A Example B
--------- ---------
If at the end of the periods shown
If you withdraw your entire account you (1) leave your entire account
value at the end of the periods value invested or (2) select an
shown, you would pay the following income phase payment option, you
expenses, including any applicable would pay the following expenses
early withdrawal charge: (no early withdrawal 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>
Mitchell Hutchins Series Trust
Growth and Income Portfolio
(Class I shares) $90 $138 $179 $304 $27 $ 84 $144 $304
Mitchell Hutchins Series Trust
Tactical Allocation Portfolio
(Class I shares) $89 $135 $175 $296 $27 $ 82 $139 $296
Mitchell Hutchins Series Trust
Small Cap Portfolio (Class I shares) $99 $164 $223 $387 $36 $111 $187 $387
</TABLE>
- -----------------------
* This example does not apply during the income phase if you select a
nonlifetime payment option with variable payments and take a lump-sum
withdrawal within three years after payments start. In this case, the lump-sum
payment is treated as a withdrawal during the accumulation phase and may be
subject to an early withdrawal charge (refer to Example A).
<PAGE>
Hypothetical Example: Option Package III--For ROTH IRA Contracts
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 contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
III (i.e., mortality and expense risk charge of 1.25%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waiver or
Reductions" in the Fund Expense Table.
> These examples are purely hypothetical
> They should not be considered a representation of past or future expenses or
expected returns
> Actual expenses and/or returns may be more or less than those shown in these
examples
<TABLE>
<CAPTION>
Example A Example B
--------- ---------
If at the end of the periods shown
If you withdraw your entire account you (1) leave your entire account
value at the end of the periods value invested or (2) select an
shown, you would pay the following income phase payment option, you
expenses, including any applicable would pay the following expenses
early withdrawal charge: (no early withdrawal 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>
Mitchell Hutchins Series Trust
Growth and Income Portfolio
(Class I shares) $63 $102 $144 $304 $27 $ 84 $144 $304
Mitchell Hutchins Series Trust
Tactical Allocation Portfolio
(Class I shares) $62 $ 99 $139 $296 $27 $ 82 $139 $296
Mitchell Hutchins Series Trust
Small Cap Portfolio (Class I shares) $72 $129 $187 $387 $36 $111 $187 $387
</TABLE>
- -----------------------
* This example does not apply during the income phase if you select a
nonlifetime payment option with variable payments and take a lump-sum
withdrawal within three years after payments start. In this case, the lump-sum
payment is treated as a withdrawal during the accumulation phase and may be
subject to an early withdrawal charge (refer to Example A).
<PAGE>
X.AVAMH-99 May, 1999
<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, 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) 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)
(4.4) Endorsement (EGET-99) to Variable Annuity Contract GM-VA-98
and Variable Annuity Contract Certificate GMC-VA-98(5)
(5) Variable Annuity Contract Application(9.5.89-6(9/98))(6)
(6.1) Certificate of Incorporation of Aetna Life Insurance and
Annuity Company(7)
(6.2) Amendment of Certificate of Incorporation of Aetna Life
Insurance and Annuity Company(8)
<PAGE>
(6.3) By-Laws as amended September 17, 1997 of Aetna Life Insurance
and Annuity Company(9)
(7) Not applicable
(8.1) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and AIM dated June 30, 1998(6)
(8.2) Service Agreement between Aetna Life Insurance and Annuity
Company and AIM effective June 30, 1998(6)
(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(10)
(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)
(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(10)
(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(8)
(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(11)
<PAGE>
(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(12)
(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(8)
(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(11)
(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(13)
(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(12)
(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(11)
(8.17) Service Contract between Fidelity Distributors Corporation and
Aetna Life Insurance and Annuity Company dated May 2, 1997(10)
(8.18) Fund Participation Agreement among Janus Aspen Series and
Aetna Life Insurance and Annuity Company and Janus Capital
Corporation dated December 8, 1997(13)
(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(10)
<PAGE>
(8.20) Service Agreement between Janus Capital Corporation and Aetna
Life Insurance and Annuity Company
dated December 8, 1997(15)
(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 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(6)
(8.23) Fifth Amendment 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(16)
(8.24) Form of Fund Participation Agreement between Aetna Life
Insurance and Annuity Company, Mitchell Hutchins Series Trust,
and Mitchell Hutchins Asset Management, Inc.
(8.25) Form of Service Agreement between Mitchell Hutchins Asset
Management, Inc. and Aetna Life Insurance and Annuity Company.
(8.26) Fund Participation Agreement dated March 11, 1997 between
Aetna Life Insurance and Annuity Company and Oppenheimer
Variable Annuity Account Funds and Oppenheimer Funds, Inc.(17)
(8.27) Service Agreement effective as of March 11, 1997 between
Oppenheimer Funds, Inc. and Aetna Life Insurance and Annuity
Company(17)
(9) Opinion and Consent of Counsel
(10) Consent of Independent Auditors
(11) Not applicable
(12) Not applicable
(13) Schedule for Computation of Performance Data(6)
(14) Not applicable
(15.1) Powers of Attorney(18)
(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 Registration Statement on Form N-4 (File No.
333-56297), as filed on June 8, 1998.
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. 1 to Registration
Statement on Form N-4 (File No. 333-56297), as filed on September 14, 1998.
<PAGE>
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
18. Incorporated by reference to Post-Effective Amendment No. 5 to Registration
Statement on Form No. 4 (File No. 333-56297), as filed on February 25,
1999.
<PAGE>
Item 25. Directors and Officers of the Depositor
<TABLE>
<CAPTION>
<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, Treasurer and Corporate Controller
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 24 of Post-Effective Amendment No.
14 to Registration Statement on Form N-1A (File No. 33-12723), as filed on March
10, 1999.
Item 27. Number of Contract Owners
As of March 31, 1999, there were 79,388 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 on
Principal Discounts and Redemption or Brokerage
Underwriter Commissions 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 ndemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
(f) Aetna Life Insurance and Annuity Company represents that the fees and
charges deducted under the contracts covered by this registration
statement, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed
by the insurance company.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Variable Annuity Account B of Aetna Life Insurance and
Annuity Company, certifies that it meets the requirements of Securities Act Rule
485(b) for effectiveness of this Post-Effective Amendment to its Registration
Statement on Form N-4 (File No.333-56297) and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hartford, State of Connecticut, on the
5th day of May, 1999.
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. 7 to the Registration Statement on Form N-4 (File No.333-56297) has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Thomas J. McInerney* Director and President )
- ------------------------------------- (principal executive officer) )
Thomas J. McInerney )
)
Shaun P. Mathews* Director ) May
- ------------------------------------- )
Shaun P. Mathews ) 5, 1999
)
Catherine H. Smith* Director and Chief Financial Officer )
- ------------------------------------- )
Catherine H. Smith )
)
Deborah Koltenuk* Vice President, Treasurer and Corporate Controller )
- -------------------------------------
Deborah Koltenuk )
By: /s/ J. Neil McMurdie
------------------------------------------------------------
J. Neil McMurdie
*Attorney-in-Fact
</TABLE>
<PAGE>
VARIABLE ANNUITY ACCOUNT B
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Exhibit
<S> <C> <C>
99-B.8.24 Form of Fund Participation Agreement between Aetna Life Insurance and Annuity
Company, Mitchell Hutchins Series Trust, and Mitchell Hutchins Asset Management,
Inc.
------------
99-B.8.25 Form of Service Agreement between Mitchell Hutchins Assets Management, Inc. and
Aetna Life Insurance and Annuity Company
------------
99-B.9 Opinion and Consent of Counsel
------------
99-B.10 Consent of Independent Auditors
------------
</TABLE>
Ex. 99-B.8.24
FORM OF
FUND PARTICIPATION AGREEMENT
between
FUND and ALIAC
Aetna Life Insurance and Annuity Company (the "Company"), Mitchell
Hutchins Series Trust (the "Fund") and Mitchell Hutchins Asset Management, Inc.
(the "Adviser") hereby agree to an arrangement whereby the Fund shall be made
available to serve as underlying investment media for Variable Annuity or
Variable Life Contracts ("Contracts") to be issued by the Company.
1. Establishment of Accounts; Availability of Fund.
(a) The Company represents that it has established Variable Annuity
Accounts B, C, D and Variable Life Account B and may establish
such other accounts as may be set forth in Schedule A attached
hereto and as may be amended from time to time with the mutual
consent of the parties hereto (the "Accounts"), each of which is a
separate account under Connecticut Insurance law, and has
registered or will register each of the Accounts (except for such
Accounts for which no such registration is required) as a unit
investment trust under the Investment Company Act of 1940 (the
"1940 Act"), to serve as an investment vehicle for the Contracts.
Each Contract provides for the allocation of net amounts received
by the Company to an Account for investment in the shares of one
of more specified open-end management investment companies
available through that Account as underlying investment media.
Selection of a particular investment management company and
changes therein from time to time are made by the participant or
Contract owner, as applicable under a particular Contract.
(b) The Fund represents and warrants that the investments of the
series of the Fund (each designated a "Portfolio") specified in
Schedule B attached hereto (as may be amended from time to time
with the mutual consent of the parties hereto) will at all times
be adequately diversified within the meaning of Section 817(h) of
the Internal Revenue Service Code of 1986, as amended (the
"Code"), and the Regulations thereunder, and that at all times
while this agreement is in effect, all beneficial interests will
be owned by one or more insurance companies or by any other party
permitted under Section 1.817-5(f)(3) of the Regulations
promulgated under the Code or by the successor thereto, or by any
other party permitted under a Revenue Ruling or private letter
ruling granted by the Internal Revenue Service.
2. Pricing Information; Orders; Settlement.
(a) The Fund will make Fund shares available to be purchased by the
Company, and will accept redemption orders from the Company, on
behalf of each Account at the net asset value applicable to each
order on those days on which the Fund calculates its net asset
value (a "Business Day"). Fund shares shall be purchased and
redeemed in such
1
<PAGE>
quantity and at such time determined by the Company to be
necessary to meet the requirements of those Contracts for which
the Fund serve as underlying investment media, provided, however,
that the Board of Trustees of the Fund (hereinafter the
"Trustees") may upon reasonable notice to the Company, refuse to
sell shares of any Portfolio to any person, or suspend or
terminate the offering of shares of any Portfolio if such action
is required by law or by regulatory authorities having
jurisdiction or is, in the sole discretion of the Trustees, acting
in good faith and in the best interests of the shareholders of any
Portfolio and is acting in compliance with their fiduciary
obligations under federal and/or any applicable state laws.
(b) The Fund will provide to the Company closing net asset value,
dividend and capital gain information at the close of trading each
day that the New York Stock Exchange (the "Exchange" is open (each
such day a "Business Day"), and in no event later than 7:00 p.m.
Eastern Standard time on such Business Day. The Company will send
via facsimile or electronic transmission to the Fund or its
specified agent orders to purchase and/or redeem Fund shares by
10:00 a.m. Eastern Standard Time the following business day.
Payment for net purchases will be wired by the Company to an
account designated by the Fund to coincide with the order for
shares of the Fund.
(c) The Fund hereby appoints the Company as its agent for the limited
purpose of accepting purchase and redemption orders for Fund
shares relating to the Contracts from Contract owners or
participants. Orders from Contract owners or participants received
from any distributor of the Contracts (including affiliates of the
Company) by the Company, acting as agent for the Fund, prior to
the close of the Exchange on any given business day will be
executed by the Fund at the net asset value determined as of the
close of the Exchange on such Business Day, provided that the Fund
receives written (or facsimile) notice of such order by 10 a.m.
Eastern Standard Time on the next following Business Day. Any
orders received by the Company acting as agent on such day but
after the close of the Exchange will be executed by the Fund at
the net asset value determined as of the close of the Exchange on
the next business day following the day of receipt of such order,
provided that the Fund receives written (or facsimile) notice of
such order by 10 a.m. Eastern Standard Time within two days
following the day of receipt of such order.
(d) Payments for net redemptions of shares of the Fund will be wired
by the Fund to an account designated by the Company. Payments for
net purchases of the Fund will be wired by the Company to an
account designated by the Fund on the same Business Day the
Company places an order to purchase Fund shares. Payments shall be
in federal funds transmitted by wire.
(e) Each party has the right to rely on information or confirmations
provided by the other party (or by any affiliate of the other
party), and shall not be liable in the event that an error is a
result of any misinformation supplied by the other party.
(f) The Company agrees to purchase and redeem the shares of the
Portfolios named in Schedule B offered by the then current
prospectus and statement of additional information of the Fund in
accordance with the provisions of such prospectus and
2
<PAGE>
statement of additional information. The Company shall not permit
any person other than a Contract owner or Participant to give
instructions to the Company which would require the Company to
redeem or exchange shares of the Fund. This provision shall not be
construed to prohibit the Company from substituting shares of
another fund, as permitted by law.
3. Expenses.
(a) Except as otherwise provided in this Agreement, all expenses
incident to the performance by the Fund under this Agreement shall
be paid by the Fund, including the cost of registration of Fund
shares with the Securities and Exchange Commission (the "SEC") and
in states where required. The Fund and Adviser shall pay no fee or
other compensation to the Company under this Agreement, and the
Company shall pay no fee or other compensation to the Fund or
Adviser, except as provided herein and in Schedule C attached
hereto and made a part of this Agreement as may be amended from
time to time with the mutual consent of the parties hereto. All
expenses incident to performance by each party of its respective
duties under this Agreement shall be paid by that party, unless
otherwise specified in this Agreement.
(b) The Fund or the Adviser shall provide to the Company PostScript
files of periodic fund reports to shareholders and other materials
that are required by law to be sent to Contract owners. In
addition, the Fund or the Adviser shall provide the Company with a
sufficient quantity of its prospectuses, statements of additional
information and any supplements to any of these materials, to be
used in connection with the offerings and transactions
contemplated by this Agreement. In addition, the Fund shall
provide the Company with a sufficient quantity of its proxy
material that is required to be sent to Contract owners. The
Adviser shall be permitted to review and approve the typeset form
of such material prior to such printing provided such material has
been provided by the Adviser to the Company within a reasonable
period of time prior to typesetting.
(c) In lieu of the Fund's or Adviser's providing printed copies of
prospectuses, statements of additional information and any
supplements to any of these materials, and periodic fund reports
to shareholders, the Company shall have the right to request that
the Fund transmit a copy of such materials in an electronic format
(Post Script files), which the Company may use to have such
materials printed together with similar materials of other Account
funding media that the Company or any distributor will distribute
to existing or prospective Contract owners or participants.
4. Representations.
The Company agrees that it and its agents shall not, without the written
consent of the Fund or the Adviser, make representations concerning the Fund,
its shares, or the Adviser except those contained in the then current
prospectuses and in current printed sales literature approved by or deemed
approved by the Fund or the Adviser if the Fund or Adviser does not respond
within 5 days of receiving written copy of such materials.
3
<PAGE>
(a) The Company represents and warrants that it is an insurance
company duly organized and in good standing under the laws of the
state of its incorporation and that it has legally and validly
established each Contract and Account.
(b) The Company represents and warrants that it has registered or,
prior to any issuance or sale of the Contracts, will register each
Account as a unit investment trust ("UII") in accordance with the
provisions of the 1940 Act and cause each Account to remain so
registered to serve as a segregated asset account for the
Contracts unless an exemption from registration is available.
(c) The Company represents and warrants that the Contracts will be
registered under the 1933 Act unless an exemption from
registration is available prior to any issuance or sale of the
Contracts and that the Company will use its best efforts to ensure
that the Contracts will be issued and sold in compliance in all
material respects with applicable federal and state laws and
further that the sale of the Contracts shall comply in all
material respects with state insurance law suitability
requirements.
(d) The Company represents and warrants that the Contracts are
currently and at the time of issuance will be treated as life
insurance, endowment or annuity contracts under applicable
provisions of the Code, and that it will notify the Fund
immediately upon having a reasonable basis for believing that the
Contracts have ceased to be so treated or that they might not be
so treated in the future.
5. Termination.
This agreement shall terminate as to the sale and issuance of new
Contracts:
(a) at the option of either the Company, the Adviser or the Fund, upon
sixty days advance written notice to the other parties;
(b) at the option of the Company, upon one week advance written notice
to the Adviser and the Fund, if Fund shares are not available for
any reason to meet the requirement of Contracts as determined by
the Company. Reasonable advance notice of election to terminate
shall be furnished by Company;
(c) at the option of either the Company, the Adviser or the Fund,
immediately upon institution of formal proceedings against the
broker-dealer or broker-dealers marketing the Contracts, the
Account, the Company, the Fund or the Adviser by the National
Association of Securities Dealers, Inc. (the "NASD"), the SEC or
any other regulatory body;
(d) upon the determination of the Accounts to substitute for the
Fund's shares the shares of another investment company in
accordance with the terms of the applicable Contracts. The Company
will give 60 days written notice to the Fund and the Adviser of
any decision to replace the Fund's' shares;
4
<PAGE>
(e) upon assignment of this Agreement, unless made with the written
consent of all other parties hereto;
(f) if Fund shares are not registered, issued or sold in conformance
with Federal law or such law precludes the use of Fund shares as
an underlying investment medium for Contracts issued or to be
issued by the Company. Prompt notice shall be given by the
appropriate party should such situation occur.
(g) In the event the Contracts cease to qualify as annuity contracts
or life insurance contracts, as applicable under the Code or the
Fund reasonably believes that the Contracts may fail to so
qualify, the Fund may terminate this Agreement effective upon
giving notice to the Company.
(h) At the option of any Party, upon a Party's breach of any material
provision of this Agreement, which breach has not been cured to
the satisfaction of the other Party within 20 days after written
notice of such breach is delivered to the other Party.
(i) At the option of the Fund, if the Contracts are not registered,
issued or sold in all material respects in accordance with
applicable federal and/or state law. Termination shall be
effective immediately upon written notice.
6. Continuation of Agreement.
Termination as the result of any cause listed in Section 5 shall not
affect the Fund's obligation to furnish its shares to Contracts then in force
for which its shares serve or may serve as the underlying medium unless such
further sale of Fund shares is prohibited by law or the SEC or other regulatory
body, or is determined by the Fund's Board to be necessary to remedy or
eliminate an irreconcilable conflict pursuant to Section 10 hereof.
7. Advertising Materials; Filed Documents.
(a) Advertising and sales literature with respect to the Fund prepared
by the Company or its agents for use in marketing its Contracts
will be submitted to the Fund or its designee for review before
such material is used and submitted to any regulatory body for
review. No such material shall be used if the Fund or its designee
reasonably object to such use in writing, transmitted by facsimile
within five business days after receipt of such material.
(b) The Fund will provide additional copies of its financials as soon
as available to the Company and at least one complete copy of all
registration statements, prospectuses, statements of additional
information, annual and semi-annual reports, proxy statements and
all amendments or supplements to any of the above that relate to
the Fund promptly after the filing of such document with the SEC
or other regulatory authorities. At the Adviser's request, the
Company will provide to the Adviser at least one complete copy of
all registration statements, prospectuses, statements of
additional information, annual and semi-annual reports, proxy
statements, and all
5
<PAGE>
amendments or supplements to any of the above that relate to the
Account promptly after the filing of such document with the SEC or
other regulatory authority.
(c) The Fund or the Adviser will provide via Excel spreadsheet
diskette format or in electronic transmission to the Company at
least quarterly portfolio information necessary to update Fund
profiles with seven business days following the end of each
quarter.
(d) The Fund will reimburse the Company for any incorrect information
provided to the Company under this Section as provided for in
Schedule C.
8. Proxy Voting.
(a) The Company shall provide pass-through voting privileges on Fund
shares held by registered separate accounts to all Contract owners
and participants to the extent the SEC continues to interpret the
1940 Act as requiring such privileges. The Company shall provide
pass-through voting privileges on Fund shares held by unregistered
separate accounts to all Contract owners.
(b) The Company will distribute to Contract owners and participants,
as appropriate, all proxy material furnished by the Fund and will
vote Fund shares in accordance with instructions received from
such Contract owners and participants. If and to the extent
required by law, the Company, with respect to each group Contract
and in each Account, shall vote Fund shares for which no
instructions have been received in the same proportion as shares
for which such instructions have been received. The Company and
its agents shall not oppose or interfere with the solicitation of
proxies for Fund shares held for such Contract owners and
participants.
9. Indemnification.
(a) The Company agrees to indemnify and hold harmless the Fund and the
Adviser, and each of their directors, officers, employees, agents,
trustees and each person, if any, who controls the Fund or its
Adviser within the meaning of the Securities Act of 1933 (the
"1933 Act") against any losses, claims, damages or liabilities to
which the Fund, the Adviser or any such director, officer,
employee, agent, or controlling person may become subject, under
the 1933 Act or otherwise, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) that (i)
arise out of a breach or violation of the terms of this Agreement
by the Company or (ii) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact
contained in the Contracts or the Registration Statement,
prospectus or sales literature prepared by the Company or arise
out of or are based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or arise
out of or as a result of conduct, statements or representations
(other than statements or representations contained in the
prospectuses or sales literature of the Fund) of the Company or
its agents, with respect to the sale and distribution of Contracts
for which Fund shares are the underlying investment. The Company
will reimburse any legal or other expenses
6
<PAGE>
reasonably incurred by the Fund, the Adviser or any such director,
officer, employee, agent, investment adviser, trustee or
controlling person in connection with investigating or defending
any such loss, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case to
the extent that any such loss, claim, damage or liability arises
out of or is based upon (i) an untrue statement or omission or
alleged omission made in such Registration Statement or prospectus
in conformity with written materials furnished to the Company by
the Fund specifically for use therein or (ii) the willful
misfeasance, bad faith, or gross negligence by the Fund or Adviser
in the performance of its duties hereunder or the Fund's or
Adviser's reckless disregard of obligations or duties under this
Agreement or to the Company, whichever is applicable. This
indemnity agreement will be in addition to any liability which
Company may otherwise have.
(b) The Fund and the Adviser agree to indemnify and hold harmless the
Company and its directors, officers, employees, agents and each
person, if any, who controls the Company within the meaning of the
1933 Act against any losses, claims, damages or liabilities to
which the Company or any such director, officer, employee, agent
or controlling person may become subject, under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) that (i) arise out of a breach or
violation of the terms of this Agreement by the Fund or Adviser or
(ii) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the
Registration Statement, prospectuses or sales literature of the
Fund or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated
therein or material fact required to be stated therein or
necessary to make the statements therein not misleading. The Fund
and/or the Adviser will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer,
employee, agent, or controlling person in connection with
investigating or defending any such loss, claim, damage, liability
or action; provided, however, that the Fund or Adviser will not be
liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon (i) an untrue
statement or omission or alleged omission made in such
Registration Statement or prospectuses which are in conformity
with written materials furnished to the Fund by the Company
specifically for use therein, or (ii) the willful misfeasance, bad
faith, or gross negligence by the Company in the performance of
its duties hereunder or the Company's reckless disregard of
obligations or duties under this Agreement or to the Fund and/or
Adviser, whichever is applicable. This indemnity agreement will be
in addition to any liability which the Fund and/or Adviser may
otherwise have.
(c) Promptly after receipt by an indemnified party hereunder of notice
of the commencement of action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying
party hereunder, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 10. In case
any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to
the extent that it may
7
<PAGE>
wish to, assume the defense thereof, with counsel satisfactory to
such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election to assume the
defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section 9 for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation.
10. Potential Conflicts.
(a) The Company has received a copy of an application for exemptive
relief, as amended, filed by the Fund on and with the SEC (File
No. _______) (the "Shared Funding Exemptive Application"). The
Company has reviewed the conditions to the requested relief set
forth in such application for exemptive relief. As set forth in
such application once the Shared Funding Exemptive Order is
issued, the Board of Trustees of Fund (the "Board") will monitor
the Fund for the existence of any material irreconcilable conflict
between the interests of the contractholders of all separate
accounts ("Participating Companies") investing in the Fund. An
irreconcilable material conflict may arise for a variety of
reasons, including: (i) an action by any state insurance
regulatory authority; (ii) a change in applicable federal or state
insurance, tax, or securities laws or regulations, or a public
ruling, private letter ruling, no-action or interpretative letter,
or any similar actions by insurance, tax or securities regulatory
authorities; (iii) an administrative or judicial decision in any
relevant proceeding; (iv) the manner in which the investments of
any portfolio are being managed; (v) a difference in voting
instructions given by variable annuity contractholders and
variable life insurance contractholders; or (vi) a decision by an
insurer to disregard the voting instructions of contractholders.
The Board shall promptly inform the Company if it determines that
an irreconcilable material conflict exists and the implications
thereof.
(b) The Company will report any potential or existing conflicts of
which it is aware to the Board. The Company will assist the Board
in carrying out its responsibilities under the Shared Funding
Exemptive Order by providing the Board with all information
reasonably necessary for the Board to consider any issues raised.
This includes, but is not limited to, an obligation by the Company
to inform the Board whenever contractholder voting instructions
are disregarded.
(c) If a majority of the Board, or a majority of its disinterested
Board members, determines that a material irreconcilable conflict
exists with regard to contractholder investments in a Fund, the
Board shall give prompt notice to all Participating Companies. If
the Board determines that the Company is responsible for causing
or creating said conflict, the Company shall at its sole cost and
expense, and to the extent reasonably practicable (as determined
by a majority of the disinterested Board members), take such
action as is necessary to remedy or eliminate the irreconcilable
material conflict. Such necessary action may include but shall not
be limited to:
(i) withdrawing the assets allocable to the Account from the Fund
and reinvesting such assets in a different investment medium
or submitting the question of
8
<PAGE>
whether such segregation should be implemented to a vote of
all affected contractholders and as appropriate, segregating
the assets of any appropriate group (i.e., annuity contract
owners, life insurance contract owners, or variable contract
owners of one or more Participating Companies) that votes in
favor of such segregation, or offering to the affected
contractholders the option of making such a change; and/or
(ii) establishing a new registered management investment company or
managed separate account.
(d) If a material irreconcilable conflict arises as a result of a
decision by the Company to disregard its contractholder voting
instructions and said decision represents a minority position or
would preclude a majority vote by all of its contractholders
having an interest in the Fund, the Company at its sole cost, may
be required, at the Board's election, to withdraw an Account's
investment in the Fund and terminate this Agreement; provided,
however, that such withdrawal and termination shall be limited to
the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the disinterested members
of the Board.
(e) For the purpose of this Section 10, a majority of the
disinterested Board members shall determine whether or not any
proposed action adequately remedies any irreconcilable material
conflict, but in no event will the Fund be required to establish a
new funding medium for any Contract. The Company shall not be
required by this Section 11 to establish a new funding medium for
any Contract if an offer to do so has been declined by vote of a
majority of the Contract owners or participants materially
adversely affected by the irreconcilable material conflict.
12. Miscellaneous.
(a) Amendment and Waiver. Neither this Agreement, nor any provision
hereof, may be amended, waived, discharged or terminated orally,
but only by an instrument in writing signed by all parties hereto.
(b) Notices. All notices and other communications hereunder shall be
given or made in writing and shall be delivered personally, or
sent by telex, telecopier or registered or certified mail, postage
prepaid, return receipt requested, or recognized overnight courier
service to the party or parties to whom they are directed at the
following addresses, or at such other addresses as may be
designated by notice from such party to all other parties.
To the Company:
Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
9
<PAGE>
Attention: Maria F. McKeon, Counsel
To the Fund:
=======================
=======================
Attn: ________________
Any notice, demand or other communication given in a manner prescribed in
this subsection (b) shall be deemed to have been delivered on receipt.
(c) Successors and Assigns. This agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective
permitted successors and assigns.
(d) Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one
agreement, and any party hereto may execute this Agreement by
signing any such counterpart.
(e) Severability. In case any one or more of the provisions contained
in this Agreement should be invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be
affected or impaired thereby.
(f) Entire Agreement. This Agreement constitutes the entire agreement
and understanding between the parties hereto and supersedes all
prior agreement and understandings relating to the subject matter
hereof.
(g) Governing Law. This Agreement shall be governed and interpreted in
accordance with the laws of the State of Connecticut.
(h) It is understood by the parties that this Agreement is not an
exclusive arrangement in any respect.
(i) The terms of this Agreement and the Schedules thereto will be held
confidential by each party except to the extent that either party
or its counsel may deem it necessary to disclose such terms.
10
<PAGE>
13. Limitation on Liability of Trustees, etc.
This agreement has been executed on behalf of the Fund by the undersigned
officer of the Fund in his or her capacity as an officer of the Fund. The
obligations of this agreement shall be binding upon the assets and property of
the Fund only and shall not be binding on any Trustee, officer or shareholder of
the Fund individually.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their
duly authorized officers effective as of the _________ day of _________________,
1999.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: ___________________________________________
Name: _________________________________________
Title: _________________________________________
MITCHELL HUTCHINS SERIES TRUST
By: ___________________________________________
Name: _________________________________________
Title: _________________________________________
MITCHELL HUTCHINS ASSET MANAGEMENT, INC.
By: ___________________________________________
Name: _________________________________________
Title: _________________________________________
11
<PAGE>
Schedule A
(For any future separate accounts - See Section 1(a))
12
<PAGE>
Schedule B
o MITCHELL HUTCHINS SERIES TRUST -
[open diamond] BALANCED PORTFOLIO
[open diamond] GROWTH & INCOME PORTFOLIO
[open diamond[ TACTICAL ALLOCATION PORTFOLIO
[open diamond] SMALL CAP PORTFOLIO
13
<PAGE>
Schedule C
The following costs, expenses and reimbursements will be paid by the party
indicated:
1. For purposes of Sections 2 and 7, the Fund shall be liable to the
Company for systems and out of pocket costs incurred by the Company in
making a Contract owner's or a participant's account whole, if such
costs or expenses are a result of the Fund's failure to provide timely
or correct net asset values, dividend and capital gains or financial
information and if such information is not corrected by 4pm EST of the
next business day after releasing such incorrect information provided
the incorrect NAV as well as the correct NAV for each day that the
error occurred is provided. If a mistake is caused in supplying such
information or confirmations, which results in a reconciliation with
incorrect information, the amount required to make a Contract owner's
or a Participant's account whole shall be borne by the party providing
the incorrect information, regardless of when the error is corrected.
2. For purposes of Section 3, the Fund shall pay for the cost of
typesetting and printing periodic fund reports to shareholders,
prospectuses, prospectus supplements, statements of additional
information and other materials that are required by law to be sent to
Contract owners or participants, as well as the cost of distributing
such materials. The Company shall pay for the cost of prospectuses and
statements of additional information and the distribution thereof for
prospective Contract owners or participants. Each party shall be
provided with such supporting data as may reasonably be requested for
determining expenses under Section 3.
3. The Fund shall pay all expenses in connection with the provision to the
Company of a sufficient quantity of its proxy material under Section 3.
The cost associated with proxy preparation, group authorization
letters, programming for tabulation and necessary materials (including
postage) will be paid by the Fund.
Dated this _________ day of ________________, 1999.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: ___________________________________________
Name: _________________________________________
Title: _________________________________________
14
<PAGE>
MITCHELL HUTCHINS SERIES TRUST
By: ___________________________________________
Name: _________________________________________
Title: _________________________________________
MITCHEL HUTCHINS ASSET MANAGEMENT, INC.
By: ___________________________________________
Name: _________________________________________
Title: _________________________________________
15
EX-99.B.8.25
FORM OF
SERVICE AGREEMENT
AGREEMENT, effective as of _____________ 1999, between Mitchell
Hutchins Asset Management, Inc. (the "Adviser"), a ____________________________,
and Aetna Life Insurance and Annuity Company (the "Company"), a Connecticut
corporation, for the provision of described certain services by the Company in
connection with the sale of shares of the Mitchell Hutchins Series Trust (the
"Fund") as described in the Fund Participation Agreement dated __________, 1999,
between the Company, the Fund and the Adviser (the "Fund Participation
Agreement").
In consideration of their mutual promises, the Adviser and the Company agree as
follows:
1. The Company agrees to provide the following services to the Adviser:
(a) responding to inquiries from owners of the Company variable annuity
contracts and variable life insurance policies using the Funds as an
investment vehicle ("Contractholders") regarding the services performed by
the Company that relate to the Funds;
(b) providing information to Adviser and Contractholders with respect to Fund
shares attributable to Contractholder accounts;
(c) communicating directly with Contractholders concerning the Funds'
operations; and
(d) providing such other similar services as Adviser may reasonably request
pursuant to Adviser's agreement with the Funds to the extent permitted
under applicable federal and state requirements.
1. Services.
(a) Providing services to Contractholders owners and participants under
this Agreement shall be the responsibility of the Company and shall not
be the responsibility of the Fund or the Adviser. In consideration for
providing services under this Agreement, the Adviser agrees to pay to
the Company and the Company agrees to accept as full compensation for
all services rendered hereunder an amount described in Schedule A
attached hereto and made a part of this Agreement as may be amended
from time to time with the mutual consent of the parties hereto.
(b) For the purposes of computing the fee contemplated by this Section 2,
the average aggregate amount invested by the Company over a one month
period shall be computed by totaling the Company's aggregate investment
(share net asset value multiplied by total number of shares held by the
Company) on each business day during the month and dividing by the
total number of business days during each month.
1
<PAGE>
(c) The Fund will calculate the fee at the end of each month and will make
such payment to the Company within 30 days thereafter. The
reimbursement payment will be accompanied by a statement showing the
calculation of the monthly amounts payable by the Adviser and such
other supporting data as may be reasonably requested by the Company.
Payment will be wired by the Adviser to an account designated by the
Company.
4. The Company agrees to indemnify and hold harmless the Adviser and its
directors, officers, and employees from any and all loss, liability and
expense resulting from any gross negligence or willful wrongful act of the
Company under this Agreement or a breach of a material provision of this
Agreement, except to the extent such loss, liability or expense is the
result of the Adviser's misfeasance, bad faith or gross negligence in the
performance of its duties.
5. The Adviser agrees to indemnify and hold harmless the Company and its
directors, officers, and employees from any and all loss, liability and
expense resulting from any gross negligence or willful wrongful act of the
Adviser under this Agreement or a breach of a material provision under this
Agreement, except to the extent such loss, liability or expense is the
result of the Company's own willful misfeasance, bad faith or gross
negligence in the performance of its duties.
6. Either party may terminate this Agreement, without penalty, (i) on sixty
(60) days written notice to the other party, for any cause or without
cause, or (ii) on reasonable notice to the other party, if it is not
permissible to continue the arrangement described herein under laws, rules
or regulations applicable to either party or the Fund, or if the
Participation Agreement is terminated.
7. The terms of this arrangement will be held confidential by each party
except to the extent that either party or its counsel may deem it necessary
to disclose this arrangement.
8. This Agreement represents the entire Agreement of the parties on the
subject matter hereof and it cannot be amended or modified except in
writing, signed by the parties. This Agreement may be executed in one or
more separate counterparts, all of which, when taken together, shall
constitute one and the same Agreement.
9. All notices and other communications hereunder shall be given or made in
writing and shall be delivered personally, or sent by telex, telecopier or
registered or certified mail, postage prepaid, return receipt requested, or
recognized overnight courier service to the party to whom they are directed
at the following addresses, or at such other addresses as may be designated
by notice from such party to the other party.
To Aetna:
Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
Attention: Maria F. McKeon, Counsel
2
<PAGE>
To Mitchell Hutchins Asset Management, Inc:
======================
----------------------
Attention: __________
Any notice, demand or other communication given in a manner prescribed in
this Section 9 shall be deemed to have been delivered on receipt.
IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to
be executed by their authorized officers as of the day and year first above
written.
MITCHELL HUTCHINS ASSET MANAGEMENT, INC.
By: _______________________________________
Name: _____________________________________
Title: ______________________________________
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: _______________________________________
Name: _____________________________________
Title: ______________________________________
3
<PAGE>
Schedule A
4
EX99-B.9
Opinion and Consent of Counsel
[AETNA LOGO] 151 Farmington Avenue
[AETNA LETTERHEAD] Hartford, CT 06156
Julie E. Rockmore
Counsel
Law Division, RE4A
May 5, 1999 Investments & Financial Services
(860) 273-4686
Fax: (860) 273-8340
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Aetna Life Insurance and Annuity Company and its Variable Annuity Account B
Post-Effective Amendment No. 7 to Registration Statement on Form N-4
Prospectus Title: Aetna Variable Annuity
File Nos. 333-56297 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. 7. I have also examined
originals or copies, certified or otherwise identified to my satisfaction, of
such documents, trust records and other instruments I have deemed necessary or
appropriate for the purpose of rendering this opinion. For purposes of such
examination, I have assumed the genuineness of all signatures on original
documents and the conformity to the original of all copies.
I am admitted to practice law in Connecticut, and do not purport to be an expert
on the laws of any other state. My opinion herein as to any other law is based
upon a limited inquiry thereof which I have deemed appropriate under the
circumstances.
<PAGE>
Based upon the foregoing, and, assuming the Securities are sold in accordance
with the provisions of the prospectus, I am of the opinion that the Securities
being registered will be legally issued and will represent binding obligations
of the Company.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Julie E. Rockmore
Julie E. Rockmore
EX-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 incorporation by reference in this Post-Effective Amendment
No. 7 to Registration Statement (File No. 333-56297) on Form N-4 our reports
dated February 3, 1999 and February 26, 1999.
/s/ KPMG LLP
Hartford, Connecticut
May 5, 1999
