As filed with the Securities and Exchange Registration No. 333-56297
Commission on September 24, 1999 Registration No. 811-2512
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- --------------------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 10 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
and Amendment to
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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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)
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:
60 days after filing pursuant to paragraph (a)(1) of Rule 485
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X on December 1, 1999 pursuant to paragraph (a)(1) of Rule 485
------
<PAGE>
VARIABLE ANNUITY ACCOUNT B
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
LOCATION - PROSPECTUS DATED
MAY 3, 1999, AND AS AMENDED BY
SUPPLEMENTS DATED
MAY 5, 1999, JUNE 1, 1999,
FORM N-4 SEPTEMBER 1, 1999, AND
ITEM NO. PART A (PROSPECTUS) DECEMBER 1, 1999
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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 - The Funds, and as
amended
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOCATION - PROSPECTUS DATED
MAY 3, 1999, AND AS AMENDED BY
SUPPLEMENTS DATED
MAY 5, 1999, JUNE 1, 1999,
FORM N-4 SEPTEMBER 1, 1999, AND
ITEM NO. PART A (PROSPECTUS) DECEMBER 1, 1999
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14 Table of Contents of the Statement
of Additional Information........... Contents of the Statement of
Additional Information
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOCATION - STATEMENT OF
ADDITIONAL INFORMATION
DATED MAY 3, 1999, AND AS
FORM N-4 PART B (STATEMENT OF AMENDED BY SUPPLEMENT
ITEM NO. ADDITIONAL INFORMATION) DATED SEPTEMBER 1, 1999
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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 dated May 3, 1999 is incorporated in Part A of this
Post-Effective Amendment No. 10 by reference to Registrant's filing under Rule
497(c), as filed on May 6, 1999 (File No. 333-56297) and by reference to
Prospectus Supplement dated May 5, 1999, as filed in Post-Effective Amendment
No. 7 to the Registration Statement on Form N-4 (File No. 333-56297), as filed
on and declared effective on May 6, 1999, and by reference to Prospectus
Supplement dated June 1, 1999, as filed in Registrant's filing under Rule
497(c), as filed on June 1, 1999, and by reference to three Prospectus
Supplements each dated September 1, 1999 as filed in Post-Effective Amendment
No. 9 to the Registration Statement on Form N-4 (File No. 333-56297), as filed
on August 24, 1999 and declared effective on September 1, 1999.
The Statement of Additional Information (SAI) is incorporated in Part B of this
Post-Effective Amendment by reference to Registrant's filing under Rule 497(c),
as filed on May 6, 1999 (File No. 333-56297) and by reference to SAI Supplement
dated September 1, 1999, as filed in Post-Effective Amendment No. 9 to the
Registration Statement on Form N-4 (File No. 333-56297), as filed on August 24,
1999 and declared effective on September 1, 1999.
A Prospectus Supplement dated December 1, 1999, is included in Part A of this
Post-Effective Amendment No. 10.
<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.
SUBJECT TO COMPLETION OR AMENDMENT
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus supplement shall not constitute an offer to sell or
the solicitation of any offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state.
RH.GETHRETAIL-99 October 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>
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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)
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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.
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(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)
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[arrow] THESE EXAMPLES ARE PURELY
HYPOTHETICAL.
[arrow] THEY SHOULD NOT BE
CONSIDERED A REPRESENTATION
OF PAST OR FUTURE EXPENSES
OR EXPECTED RETURNS.
[arrow] ACTUAL EXPENSES AND/OR
RETURNS MAY BE MORE OR LESS
THAN THOSE SHOWN BELOW.
- ------------------------------------
<TABLE>
<CAPTION>
Example A Example B
If you withdraw your entire account value If at the end of the periods shown you (1) leave
at the end of the periods shown, you would your entire account value invested or (2) select
pay the following expenses, including any an income phase payment option, you would pay the
applicable early withdrawal charge: following expenses (no early withdrawal charge is
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>
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(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.
RH.GETHRETAIL-99 October 1999
<PAGE>
VARIABLE ANNUITY ACCOUNT B
PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
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(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)
</TABLE>
<PAGE>
<TABLE>
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(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)
</TABLE>
<PAGE>
<TABLE>
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(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(14)
(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(15)
</TABLE>
<PAGE>
<TABLE>
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(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)
(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) Fund Participation Agreement dated May 1, 1999 between Aetna Life
Insurance and Annuity Company, Mitchell Hutchins Series Trust, and
Mitchell Hutchins Asset Management, Inc.(17)
(8.25) Service Agreement dated May 1, 1999 between Mitchell Hutchins Asset
Management, Inc. and Aetna Life Insurance and Annuity Company.(17)
(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.(18)
(8.27) Service Agreement effective as of March 11, 1997 between
Oppenheimer Funds, Inc. and Aetna Life Insurance and Annuity
Company(18)
(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(19)
(15.2) Authorization for Signatures(3)
</TABLE>
*To be filed by amendment.
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.
<PAGE>
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.
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. 8 to Registration
Statement on Form N-4 (File No. 333-56297), as filed on June 25, 1999.
18. 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.
19. 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
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<TABLE>
<CAPTION>
Name and Principal
Business Address* Positions and Offices with Depositor
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<S> <C>
Thomas J. McInerney Director and President
Shaun P. Mathews Director and Senior Vice President
Catherine H. Smith Director, Chief Financial Officer and
Senior Vice President
Deborah Koltenuk Vice President, 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. 333-87131), as filed on September 15, 1999.
Item 27. Number of Contract Owners
- ----------------------------------
As of August 31, 1999, there were 88,784 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 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)
Name of Net Underwriting Compensation
Principal Discounts and on Redemption Brokerage
Underwriter Commissions or Annuitization Commissions Compensation*
- ----------- ----------------- ---------------- ----------- -------------
<S> <C> <C> <C> <C>
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 has duly caused this Post-Effective Amendment to its
Registration Statement on Form N-4 (File No. 333-56297) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hartford,
State of Connecticut, on the 24th day of September, 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.
10 to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Thomas J. McInerney* Director and President )
- -------------------------- (principal executive officer) )
Thomas J. McInerney )
)
Catherine H. Smith* Director and Chief Financial Officer ) September
- -------------------------- ) 24, 1999
Catherine H. Smith )
)
Shaun P. Mathews* Director )
- -------------------------- )
Shaun P. Mathews )
)
Deborah Koltenuk* Vice President, Corporate Controller, and )
- -------------------------- Assistant Treasurer )
Deborah Koltenuk
</TABLE>
By: /s/ J. Neil McMurdie
-----------------------------------------
J. Neil McMurdie
*Attorney-in-Fact
<PAGE>
VARIABLE ANNUITY ACCOUNT B
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C> <C>
99-B.9 Opinion and Consent of Counsel *
99-B.10 Consent of Independent Auditors
------
</TABLE>
*To be filed by amendment.
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. 10 to the Registration Statement on Form N-4 (File
No. 333-56297) 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 references 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
September 24, 1999
