As filed with the Securities and Exchange Registration No. 333-56297
Commission on August 24, 1999 Registration No. 811-2512
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- --------------------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 9 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
and Amendment to
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
- --------------------------------------------------------------------------------
Variable Annuity Account B of Aetna Life Insurance and Annuity Company
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, TS31, Hartford, Connecticut 06156
Depositor's Telephone Number, including Area Code: (860) 273-4686
Julie E. Rockmore, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, TS31, Hartford, Connecticut 06156
(Name and Address of Agent for Service)
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on September 1, 1999 pursuant to paragraph (b) of Rule 485
<PAGE>
VARIABLE ANNUITY ACCOUNT B
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
LOCATION - PROSPECTUS
DATED MAY 3, 1999, AND AS AMENDED BY
FORM N-4 SUPPLEMENTS DATED MAY 5, 1999, JUNE 1, 1999
ITEM NO. PART A (PROSPECTUS) AND SEPTEMBER 1, 1999
<S> <C> <C>
1 Cover Page........................................... Cover Page
2 Definitions.......................................... Not Applicable
3 Synopsis............................................. Contract Overview; Fee Table
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
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 - STATEMENT OF ADDITIONAL INFORMATION
FORM N-4 PART B (STATEMENT OF DATED MAY 3, 1999, AND AS AMENDED BY SUPPLEMENT
ITEM NO. ADDITIONAL INFORMATION) DATED SEPTEMBER 1, 1999
<S> <C> <C>
14 Table of Contents of the Statement of Additional Contents of the Statement of Additional
Information.......................................... Information
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. 9 by reference to Registrant's filing under Rule
497(c) filed on May 6, 1999 (File No. 333-56297), by reference to Prospectus
Supplement dated May 5, 1999 filed under Rule 497(c) filed on May 6, 1999 (File
No. 333-56297), and by reference to Prospectus Supplement dated June 1, 1999
filed under Rule 497(c) filed on June 1, 1999 (File No. 333-56297). The
Statement of Additional Information (SAI) is incorporated in Part B of this
Post-Effective Amendment 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.
Three Prospectus Supplements, each dated September 1, 1999, are included in Part
A of this Post-Effective Amendment. One SAI Supplement dated September 1, 1999
is included in Part B of this Post-Effective Amendment.
<PAGE>
VARIABLE ANNUITY ACCOUNT B
Aetna Life Insurance and Annuity Company
Supplement Dated September 1, 1999
to May 3, 1999 Prospectus
GENERAL DESCRIPTION OF GET G
Series G of the Aetna GET Fund (GET G) 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 G. Aeltus Investment Management, Inc.
serves as investment adviser to GET G.
We will offer GET G shares only during its offering period, which is scheduled
to run from September 15, 1999 through the close of business on December 14,
1999. GET G may not be available under your contract, your plan or in your
state. Please read the GET G prospectus for a more complete description of GET
G, including its charges and expenses.
INVESTMENT OBJECTIVE OF GET G
GET G seeks to achieve maximum total return, without compromising a minimum
targeted return, by participating in favorable equity market performance during
the guarantee period.
GET G's guarantee period runs from December 15, 1999 through December 14, 2004.
During the offering period, all GET G assets will be invested in money market
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 G will end on December 14, 2004 which is GET G's
maturity date. The Company guarantees that the value of an accumulation unit of
the GET G subaccount under the contract on the maturity date (as valued after
the close of business on December 14, 2004) 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 G
subaccount to make up the difference. This means that if you remain invested in
GET G until the maturity date, at the maturity date you will receive no less
than the value of your separate account investment directed to GET G as of the
last day of the offering period, less any maintenance fees or any amounts you
transfer or withdraw from the GET G subaccount. The value of dividends or
distributions made by GET G 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 G 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 G. This notice will remind you that the maturity date is
approaching and that you must choose other investment options for your GET G
amounts. If you do not make a choice, on the maturity date we will transfer your
GET G 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 G
amounts to the fund or funds designated by the Company. We will make these
transfers as of the unit value next determined after the transfer.
X.GETGRETAIL-99 September 1999
<PAGE>
INCOME PHASE
GET G 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 G 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 G 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 G 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 G Guarantee Charge, equal on
an annual basis to the percentage shown below, from the amounts allocated to the
GET G investment option:
<TABLE>
<S> <C>
GET G 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 G Annual Expenses
(As a percentage of the average net assets)
<TABLE>
<CAPTION>
Investment Total Fund Annual Expenses
Advisory Fees(2) Other Expenses(3) (after expense reimbursement)(4)
---------------- ----------------- --------------------------------
<S> <C> <C> <C>
Aetna GET Fund Series G 0.60% 0.15% 0.75%
</TABLE>
For more information regarding expenses paid out of assets of the fund, see the
GET G prospectus.
- -----------------------
(2) The Investment Advisory Fee will be 0.25% during the offering period and
0.60% during the guarantee period.
(3) "Other Expenses" include an annual fund administrative fee of 0.075% of the
average daily net assets of GET G and any additional direct fund expenses.
(4) The investment adviser is contractually obligated through GET G'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 G's Total Fund Annual Expenses do not
exceed 0.75% of the fund's average daily net assets. It is not expected that
GET G'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 G
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 BELOW.
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 G
investment option under the contract (until GET G's maturity date) and assume a
5% annual return on the investment.(5)
Example A Example B
--------- ---------
If you withdraw your entire account If at the end of the periods shown you
value at the end of the periods shown, 1) leave your entire account value
you would pay the following expenses, invested or (2) select an income phase
including any applicable early payment option, you would pay the
withdrawal charge: following expenses (no early
withdrawal charge is reflected):*
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 1 Year 3 Years 5 Years
- ------ ------- ------- ----- ------- -------
<S> <C> <C> <C> <C> <C>
$90 $137 $177 $27 $83 $142
</TABLE>
- -----------------------
(5) The examples shown above reflect an annual mortality and expense risk charge
of 1.25%, an annual contract administrative expense charge of 0.15%, an
annual GET G 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 G 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 G)
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 December 15, 1999 through December 14, 2004,
the maturity date.
POLICIES
Prior to December 15, 1999, assets are invested entirely in money market
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 GET G are those generally attributable to
stock and bond investing. The success of Series G'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 G
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 G 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 G 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 G 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 G's ability to participate as fully in upward
equity market movements, and therefore represents some loss of opportunity, or
opportunity cost, compared to a portfolio that is fully invested in equities.
Investment Adviser: Aeltus Investment Management, Inc.
X.GETGRETAIL-99 September 1999
<PAGE>
VARIABLE ANNUITY ACCOUNT B
Aetna Life Insurance and Annuity Company
Supplement dated September 1, 1999 to the Prospectus dated May 3, 1999 as
amended by
Supplement dated May 5, 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 and restates the information in
and replaces the prospectus supplement dated May 5, 1999. You should read this
supplement along with the prospectus.
1. The list of available funds on page 1 of the prospectus is revised to add the
Fidelity Variable Insurance Products Fund (VIP) Growth Portfolio and to
change the names of the three Mitchell Hutchins mutual funds to Mitchell
Hutchins Series Trust Growth and Income Portfolio, Mitchell Hutchins Series
Trust Small Cap Portfolio and Mitchell Hutchins Series Trust Tactical
Allocation Portfolio.
2. The following replaces the information about the three Mitchell Hutchins
portfolios contained in the "Fund Expense Table" and adds information about
the Fidelity VIP Growth Portfolio on pages 8 and 9 of the prospectus:
Fund Expense Table
<TABLE>
<CAPTION>
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>
Fidelity VIP Growth Portfolio(5) 0.59% 0.09% 0.68% 0.02% 0.66%
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
Small Cap Portfolio
(Class I shares)(4) 1.00% 1.19% 2.19% 0.25% 1.94%
Mitchell Hutchins Series Trust
Tactical Allocation Portfolio
(Class I shares)(4) 0.50% 0.70% 1.20% 0.25% 0.95%
</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.
(5) A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, certain funds, or the investment adviser
on behalf of certain funds, have entered into arrangements with their
custodian whereby credits realized as a result of uninvested cash balances
were used to reduce custodian expenses. These credits are included under
"Total Waivers and Reductions."
Form No.: X.AVAMH-99-1 September 1999
<PAGE>
3. The following hypothetical examples replace the expense information about the
three Mitchell Hutchins portfolios contained in the "Hypothetical Examples"
and add expense information about the Fidelity VIP Growth Portfolio 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 Waivers or
Reductions" in the Fund Expense Table.
<TABLE>
<CAPTION>
Example A Example B
- ----------------------------------- --------- ---------
> These examples are purely If you withdraw your entire account If at the end of the periods shown
hypothetical. value at the end of the periods you (1) leave your entire account
> They should not be considered a shown, you would pay the following value invested or (2) select an
representation of past or future expenses, including any applicable income phase payment option, you
expenses or expected returns. early withdrawal charge: would pay the following expenses
> Actual expenses and/or returns (no early withdrawal charge is
may be more or less than those reflected):*
shown in these examples. 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>
Fidelity VIP Growth Portfolio $80 $105 $125 $196 $17 $52 $ 90 $196
Mitchell Hutchins Series Trust
Growth and Income Portfolio
(Class I shares) $86 $124 $157 $260 $23 $71 $121 $260
Mitchell Hutchins Series Trust
Small Cap Portfolio (Class I shares) $95 $151 $201 $347 $32 $98 $166 $347
Mitchell Hutchins Series Trust
Tactical Allocation Portfolio
(Class I shares) $85 $121 $152 $251 $22 $68 $117 $251
</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 Waivers or
Reductions" in the Fund Expense Table.
<TABLE>
<CAPTION>
Example A Example B
- ----------------------------------- --------- ---------
> These examples are purely If you withdraw your entire account If at the end of the periods shown
hypothetical. value at the end of the periods you (1) leave your entire account
> They should not be considered a shown, you would pay the following value invested or (2) select an
representation of past or future expenses, including any applicable income phase payment option, you
expenses or expected returns. early withdrawal charge: would pay the following expenses
> Actual expenses and/or returns (no early withdrawal charge is
may be more or less than those reflected):*
shown in these examples. 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>
Fidelity VIP Growth Portfolio $53 $ 70 $ 90 $196 $17 $52 $ 90 $196
Mitchell Hutchins Series Trust
Growth and Income Portfolio
(Class I shares) $59 $ 89 $121 $260 $23 $71 $121 $260
Mitchell Hutchins Series Trust
Small Cap Portfolio (Class I shares) $68 $115 $166 $347 $32 $98 $166 $347
Mitchell Hutchins Series Trust
Tactical Allocation Portfolio
(Class I shares) $58 $ 86 $117 $251 $22 $68 $117 $251
</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 Waivers or
Reductions" in the Fund Expense Table.
<TABLE>
<CAPTION>
Example A Example B
- ----------------------------------- --------- ---------
> These examples are purely If you withdraw your entire account If at the end of the periods shown
hypothetical. value at the end of the periods you (1) leave your entire account
> They should not be considered a shown, you would pay the following value invested or (2) select an
representation of past or future expenses, including any applicable income phase payment option, you
expenses or expected returns. early withdrawal charge: would pay the following expenses
> Actual expenses and/or returns (no early withdrawal charge is
may be more or less than those reflected):*
shown in these examples. 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>
Fidelity VIP Growth Portfolio $83 $115 $141 $228 $20 $ 61 $105 $228
Mitchell Hutchins Series Trust
Growth and Income Portfolio
(Class I shares) $89 $133 $172 $290 $26 $ 80 $136 $290
Mitchell Hutchins Series Trust
Small Cap Portfolio (Class I shares) $98 $160 $216 $374 $32 $106 $180 $374
Mitchell Hutchins Series Trust
Tactical Allocation Portfolio
(Class I shares) $88 $131 $167 $281 $25 $ 77 $132 $281
</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
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 Waivers or
Reductions" in the Fund Expense Table.
<TABLE>
<CAPTION>
Example A Example B
- ----------------------------------- --------- ---------
> These examples are purely If you withdraw your entire account If at the end of the periods shown
hypothetical. value at the end of the periods you (1) leave your entire account
> They should not be considered a shown, you would pay the following value invested or (2) select an
representation of past or future expenses, including any applicable income phase payment option, you
expenses or expected returns. early withdrawal charge: would pay the following expenses
> Actual expenses and/or returns (no early withdrawal charge is
may be more or less than those reflected):*
shown in these examples. 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>
Fidelity VIP Growth Portfolio $56 $ 79 $105 $228 $20 $ 61 $105 $228
Mitchell Hutchins Series Trust
Growth and Income Portfolio
(Class I shares) $62 $ 98 $136 $290 $26 $ 80 $136 $290
Mitchell Hutchins Series Trust
Small Cap Portfolio (Class I shares) $71 $124 $180 $374 $35 $106 $180 $374
Mitchell Hutchins Series Trust
Tactical Allocation Portfolio
(Class I shares) $61 $ 95 $132 $281 $25 $ 77 $132 $281
</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 Waivers or
Reductions" in the Fund Expense Table.
<TABLE>
<CAPTION>
Example A Example B
- ----------------------------------- --------- ---------
> These examples are purely If you withdraw your entire account If at the end of the periods shown
hypothetical. value at the end of the periods you (1) leave your entire account
> They should not be considered a shown, you would pay the following value invested or (2) select an
representation of past or future expenses, including any applicable income phase payment option, you
expenses or expected returns. early withdrawal charge: would pay the following expenses
> Actual expenses and/or returns (no early withdrawal charge is
may be more or less than those reflected):*
shown in these examples. 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>
Fidelity VIP Growth Portfolio $84 $119 $148 $243 $21 $ 66 $113 $243
Mitchell Hutchins Series Trust
Growth and Income Portfolio
(Class I shares) $90 $138 $179 $304 $27 $ 84 $144 $304
Mitchell Hutchins Series Trust
Small Cap Portfolio (Class I shares) $99 $164 $223 $387 $36 $111 $187 $387
Mitchell Hutchins Series Trust
Tactical Allocation Portfolio
(Class I shares) $89 $135 $175 $296 $27 $ 82 $139 $296
</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 Waivers or
Reductions" in the Fund Expense Table.
<TABLE>
<CAPTION>
Example A Example B
- ----------------------------------- --------- ---------
> These examples are purely If you withdraw your entire account If at the end of the periods shown
hypothetical. value at the end of the periods you (1) leave your entire account
> They should not be considered a shown, you would pay the following value invested or (2) select an
representation of past or future expenses, including any applicable income phase payment option, you
expenses or expected returns. early withdrawal charge: would pay the following expenses
> Actual expenses and/or returns (no early withdrawal charge is
may be more or less than those reflected):*
shown in these examples. 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>
Fidelity VIP Growth Portfolio $57 $ 84 $113 $243 $21 $ 66 $113 $243
Mitchell Hutchins Series Trust
Growth and Income Portfolio
(Class I shares) $63 $102 $144 $304 $27 $ 84 $144 $304
Mitchell Hutchins Series Trust
Small Cap Portfolio (Class I shares) $72 $129 $187 $387 $36 $111 $187 $387
Mitchell Hutchins Series Trust
Tactical Allocation Portfolio
(Class I shares) $62 $ 99 $139 $296 $27 $ 82 $139 $296
</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>
4. The following information replaces the final paragraph of the "Payment
Amounts" section on page 20 of the prospectus:
Any additional payments must be at least $50 (we may change this amount from
time to time). A payment of more than $1,000,000 will be allowed only with our
consent.
5. The following information replaces the first paragraph of the "Free
Withdrawals" section on page 26 of the prospectus:
There is no early withdrawal charge if, during each account year, the amount
withdrawn is 10% or less of your account value on the later of the date we
established your account or the most recent anniversary of that date. Under
Option Package III, any unused percentage of the 10% free withdrawal amount
shall carry forward into successive account years, up to a maximum 30% of your
account value.
6. The first paragraph on page 27 of the prospectus is replaced with the
following:
If the amount we deduct for this fee is not enough to cover our mortality costs
and expenses under the contract, we will bear the loss. We may use any excess to
recover distribution costs relating to the contract and as a source of profit.
We expect to make a profit from this fee.
7. The following information is added to Appendix III, Description of Underlying
Funds:
Fidelity Variable Insurance Products Fund--Growth Portfolio
Investment Objective
Seeks capital appreciation.
Policies
Normally invests primarily in common stocks of companies the investment adviser
believes have above-average growth potential. Companies with high growth
potential tend to be companies with higher than average price/ earning (P/E)
ratios and are often called "growth" stocks. May invest in securities of both
foreign and domestic issuers. In making investment decisions, the investment
adviser relies on fundamental analysis of each issuer and its potential for
success in light of its current financial condition, its industry position, and
economic and market conditions. May use various techniques, such as buying and
selling futures contracts, to increase or decrease exposure to changing security
prices, or other factors that affect security values.
Risks
The value of equity securities fluctuates in response to issuer, political,
market and economic developments. In the short term, equity prices can fluctuate
dramatically in response to these developments. Foreign investments, especially
those in emerging markets, can be more volatile and potentially less liquid than
U.S. investments due to increased risks of adverse issuer, political,
regulatory, market or economic developments. "Growth" stocks tend to be
sensitive to changes in their earnings and more volatile than other types of
stocks.
Investment Adviser: Fidelity Management & Research Company
8. The names of each of the three Mitchell Hutchins funds contained in Appendix
III, Description of Underlying Funds, are corrected to read:
o Mitchell Hutchins Series Trust Growth and Income Portfolio
o Mitchell Hutchins Series Trust Tactical Allocation Portfolio
o Mitchell Hutchins Series Trust Small Cap Portfolio
Form No.: X.AVAMH-99-1 September 1999
<PAGE>
VARIABLE ANNUITY ACCOUNT B
Aetna Life Insurance and Annuity Company
Supplement dated September 1, 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.
1. The following mutual fund is added to the list of available funds on page 1
of the prospectus: Fidelity Variable Insurance Products (VIP) Growth
Portfolio.
2. The following adds information about the Fidelity VIP Growth Portfolio on
pages 8 and 9 of the prospectus:
Fund Expense Table
<TABLE>
<CAPTION>
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>
Fidelity VIP Growth Portfolio(5) 0.59% 0.09% 0.68% 0.02% 0.66%
</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.
(5) A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, certain funds, or the investment adviser
on behalf of certain funds, have entered into arrangements with their
custodian whereby credits realized as a result of uninvested cash balances
were used to reduce custodian expenses. These credits are included under
"Total Waivers and Reductions."
Form No.: X.56297-99 September 1999
<PAGE>
3. The following hypothetical examples add expense information about the
Fidelity VIP Growth Portfolio 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 Waivers or
Reductions" in the Fund Expense Table.
<TABLE>
<CAPTION>
Example A Example B
- ----------------------------------- --------- ---------
> These examples are purely If you withdraw your entire account If at the end of the periods shown
hypothetical. value at the end of the periods you (1) leave your entire account
> They should not be considered a shown, you would pay the following value invested or (2) select an
representation of past or future expenses, including any applicable income phase payment option, you
expenses or expected returns. early withdrawal charge: would pay the following expenses
> Actual expenses and/or returns (no early withdrawal charge is
may be more or less than those reflected):*
shown in these examples. 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>
Fidelity VIP Growth Portfolio $80 $105 $125 $196 $17 $52 $90 $196
</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).
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 Waivers or
Reductions" in the Fund Expense Table.
<TABLE>
<CAPTION>
Example A Example B
- ----------------------------------- --------- ---------
> These examples are purely If you withdraw your entire account If at the end of the periods shown
hypothetical. value at the end of the periods you (1) leave your entire account
> They should not be considered a shown, you would pay the following value invested or (2) select an
representation of past or future expenses, including any applicable income phase payment option, you
expenses or expected returns. early withdrawal charge: would pay the following expenses
> Actual expenses and/or returns (no early withdrawal charge is
may be more or less than those reflected):*
shown in these examples. 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>
Fidelity VIP Growth Portfolio $53 $70 $90 $196 $17 $52 $90 $196
</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 Waivers or
Reductions" in the Fund Expense Table.
<TABLE>
<CAPTION>
Example A Example B
- ----------------------------------- --------- ---------
> These examples are purely If you withdraw your entire account If at the end of the periods shown
hypothetical. value at the end of the periods you (1) leave your entire account
> They should not be considered a shown, you would pay the following value invested or (2) select an
representation of past or future expenses, including any applicable income phase payment option, you
expenses or expected returns. early withdrawal charge: would pay the following expenses
> Actual expenses and/or returns (no early withdrawal charge is
may be more or less than those reflected):*
shown in these examples. 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>
Fidelity VIP Growth Portfolio $83 $115 $141 $228 $20 $61 $105 $228
</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).
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
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 Waivers or
Reductions" in the Fund Expense Table.
<TABLE>
<CAPTION>
Example A Example B
- ----------------------------------- --------- ---------
> These examples are purely If you withdraw your entire account If at the end of the periods shown
hypothetical. value at the end of the periods you (1) leave your entire account
> They should not be considered a shown, you would pay the following value invested or (2) select an
representation of past or future expenses, including any applicable income phase payment option, you
expenses or expected returns. early withdrawal charge: would pay the following expenses
> Actual expenses and/or returns (no early withdrawal charge is
may be more or less than those reflected):*
shown in these examples. 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>
Fidelity VIP Growth Portfolio $56 $79 $105 $228 $20 $61 $105 $228
</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 Waivers or
Reductions" in the Fund Expense Table.
<TABLE>
<CAPTION>
Example A Example B
- ----------------------------------- --------- ---------
> These examples are purely If you withdraw your entire account If at the end of the periods shown
hypothetical. value at the end of the periods you (1) leave your entire account
> They should not be considered a shown, you would pay the following value invested or (2) select an
representation of past or future expenses, including any applicable income phase payment option, you
expenses or expected returns. early withdrawal charge: would pay the following expenses
> Actual expenses and/or returns (no early withdrawal charge is
may be more or less than those reflected):*
shown in these examples. 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>
Fidelity VIP Growth Portfolio $84 $119 $148 $243 $21 $66 $113 $243
</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).
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 Waivers or
Reductions" in the Fund Expense Table.
<TABLE>
<CAPTION>
Example A Example B
- ----------------------------------- --------- ---------
> These examples are purely If you withdraw your entire account If at the end of the periods shown
hypothetical. value at the end of the periods you (1) leave your entire account
> They should not be considered a shown, you would pay the following value invested or (2) select an
representation of past or future expenses, including any applicable income phase payment option, you
expenses or expected returns. early withdrawal charge: would pay the following expenses
> Actual expenses and/or returns (no early withdrawal charge is
may be more or less than those reflected):*
shown in these examples. 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>
Fidelity VIP Growth Portfolio $57 $84 $113 $243 $21 $66 $113 $243
</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>
4. The following information replaces the final paragraph of the "Payment
Amounts" section on page 20 of the prospectus:
Any additional payments must be at least $50 (we may change this amount from
time to time). A payment of more than $1,000,000 will be allowed only with our
consent.
5. The following information replaces the first paragraph of the "Free
Withdrawals" section on page 25 of the prospectus:
There is no early withdrawal charge if, during each account year, the amount
withdrawn is 10% or less of your account value on the later of the date we
established your account or the most recent anniversary of that date. Under
Option Package III, any unused percentage of the 10% free withdrawal amount
shall carry forward into successive account years, up to a maximum 30% of your
account value.
6. The first paragraph on page 27 of the prospectus is replaced with the
following:
If the amount we deduct for this fee is not enough to cover our mortality costs
and expenses under the contract, we will bear the loss. We may use any excess to
recover distribution costs relating to the contract and as a source of profit.
We expect to make a profit from this fee.
7. The following information is added to Appendix III, Description of Underlying
Funds:
Fidelity Variable Insurance Products Fund--Growth Portfolio
Investment Objective
Seeks capital appreciation.
Policies
Normally invests primarily in common stocks of companies the investment adviser
believes have above-average growth potential. Companies with high growth
potential tend to be companies with higher than average price/ earning (P/E)
ratios and are often called "growth" stocks. May invest in securities of both
foreign and domestic issuers. In making investment decisions, the investment
adviser relies on fundamental analysis of each issuer and its potential for
success in light of its current financial condition, its industry position, and
economic and market conditions. May use various techniques, such as buying and
selling futures contracts, to increase or decrease exposure to changing security
prices, or other factors that affect security values.
Risks
The value of equity securities fluctuates in response to issuer, political,
market and economic developments. In the short term, equity prices can fluctuate
dramatically in response to these developments. Foreign investments, especially
those in emerging markets, can be more volatile and potentially less liquid than
U.S. investments due to increased risks of adverse issuer, political,
regulatory, market or economic developments. "Growth" stocks tend to be
sensitive to changes in their earnings and more volatile than other types of
stocks.
Investment Adviser: Fidelity Management & Research Company
<PAGE>
Form No.: X.56297-99 September 1999
<PAGE>
VARIABLE ANNUITY ACCOUNT B
Aetna Life Insurance and Annuity Company
Supplement dated September 1, 1999 to the
Statement of Additional Information dated May 3, 1999
Aetna Variable Annuity -
Group and Individual Deferred Variable Annuity Contracts
o The section entitled "VARIABLE ANNUITY ACCOUNT B" is amended to add the
Fidelity Variable Insurance Products Fund (VIP) Growth Portfolio to the
list of funds currently available under the contract and to change the
names of the three Mitchell Hutchins mutual funds to Mitchell Hutchins
Series Trust Growth and Income Portfolio, Mitchell Hutchins Series Trust
Small Cap Portfolio and Mitchell Hutchins Series Trust Tactical Allocation
Portfolio.
o The performance tables in the "AVERAGE ANNUAL TOTAL RETURN QUOTATIONS -
Standardized and Non-Standardized" section are amended to add information
about the Fidelity VIP Growth Portfolio.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Date
Contributions
STANDARDIZED First Received
Under the
Separate Account
- ---------------------------------------------------------------------------------------------------------------------
Since
SUBACCOUNT 1 Year 5 Year 10 Years Inception*
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fidelity VIP Growth Portfolio 31.48% 25.59% 12/30/1994
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
*Reflects performance from the date contributions were first received in the
fund under the separate account.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Fund
Inception
NON-STANDARDIZED Date
- ---------------------------------------------------------------------------------------------------------------------
Since
SUBACCOUNT 1 Year 3 Years 5 Years 10 Years Inception**
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fidelity VIP Growth Portfolio(1) 37.52% 23.70% 20.02% 17.73%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
**Reflects performance from the fund's inception date.
(1) This fund has been in operation for more than ten years.
Form No. XSAI56297-99
<PAGE>
VARIABLE ANNUITY ACCOUNT B
PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
(1) Incorporated by reference in Part A:
Condensed Financial Information
(2) Incorporated by reference in Part B:
Financial Statements of Variable Annuity Account B:
- Statement of Assets and Liabilities as of December 31, 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)
<PAGE>
(6.2) Amendment of Certificate of Incorporation of Aetna Life
Insurance and Annuity Company(8)
(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)
<PAGE>
(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)
(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)
<PAGE>
(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)
(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)
<PAGE>
(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.
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
<TABLE>
<CAPTION>
Name and Principal
Business Address* Positions and Offices with Depositor
- ----------------- ------------------------------------
<S> <C>
Thomas J. McInerney Director and President
Shaun P. Mathews Director and Senior Vice President
Catherine H. Smith Director, Chief Financial Officer and Senior Vice
President
Deborah Koltenuk Vice President, 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 24 of Post-Effective Amendment No.
31 to Registration Statement on Form N-1A (File No. 33-41694), as filed on May
17, 1999.
Item 27. Number of Contract Owners
As of June 30, 1999, there were 84,398 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)
Name of Net Underwriting Compensation on
Principal Discounts and Redemption or Brokerage
Underwriter Commissions Annuitization Commissions Compensation*
- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Aetna Life Insurance $684,000 $42,930,000
and Annuity Company
</TABLE>
* Compensation shown in column 5 includes deductions for mortality and expense
risk guarantees and contract charges assessed to cover costs incurred in the
sales and administration of the contracts issued under Variable Annuity
Account B.
Item 30. Location of Accounts and Records
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the rules under it relating to the securities
described in and issued under this Registration Statement are located at the
home office of the Depositor as follows:
Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
Item 31. Management Services
Not applicable
Item 32. Undertakings
Registrant hereby undertakes:
(a) to file a post-effective amendment to this registration statement on
Form N-4 as frequently as is necessary to ensure that the audited
financial statements in the registration statement are never more than
sixteen months old for as long as payments under the variable annuity
contracts may be accepted;
(b) to include as part of any application to purchase a contract offered by
a prospectus which is part of this registration statement on Form N-4,
a space that an applicant can check to request a Statement of
Additional Information; and
<PAGE>
(c) to deliver any Statement of Additional Information and any financial
statements required to be made available under this Form N-4 promptly
upon written or oral request.
(d) The Company hereby represents that it is relying upon and will comply
with the provisions of Paragraphs (1) through (4) of the SEC Staff's
No-Action Letter dated November 28, 1988 with respect to language
concerning withdrawal restrictions applicable to plans established
pursuant to Section 403(b) of the Internal Revenue Code. See American
Counsel of Life Insurance; SEC No-Action Letter, [1988 WL 235221, *13
(S.E.C.)].
(e) Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
(f) Aetna Life Insurance and Annuity Company represents that the fees and
charges deducted under the contracts covered by this registration
statement, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed
by the insurance company.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Variable Annuity Account B of Aetna Life Insurance and
Annuity Company, certifies that it meets the requirements of Securities Act Rule
485(b) for effectiveness of this Post-Effective Amendment to its Registration
Statement on Form N-4 (File No. 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
24th day of August, 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. 9 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 ) August
- ---------------------- )
Shaun P. Mathews ) 24, 1999
)
)
Catherine H. Smith* Director and Chief Financial Officer )
- ---------------------- )
Catherine H. Smith )
)
)
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>
Aetna Letterhead 151 Farmington Avenue
Aetna Logo Hartford, CT 06156
Julie E. Rockmore
Counsel
Law Division, TS31
August 24, 1999 Investments & Financial Services
(860) 273-4686
Fax: (860) 273-0385
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Variable Annuity Account B of Aetna Life Insurance and Annuity Company
Post-Effective Amendment No. 9 to Registration Statement on Form N-4
Prospectus Title: Aetna Variable Annuity
File Nos.: 333-56297 and 811-02512
Gentlemen:
The undersigned serves as counsel to Aetna Life Insurance and Annuity Company, a
Connecticut life insurance company (the "Company"). It is my understanding that
the Company, as depositor, has registered an indefinite amount of securities
(the "Securities") under the Securities Act of 1933 (the "Securities Act") as
provided in Rule 24f-2 under the Investment Company Act of 1940 (the "Investment
Company Act").
In connection with this opinion, I or those for whom I have supervisory
responsibility, have reviewed the N-4 Registration Statement, as amended to the
date hereof, and this Post-Effective Amendment No. 9. I have also examined
originals or copies, certified or otherwise identified to my satisfaction, of
such documents, trust records and other instruments I have deemed necessary or
appropriate for the purpose of rendering this opinion. For purposes of such
examination, I have assumed the genuineness of all signatures on original
documents and the conformity to the original of all copies.
I am admitted to practice law in Connecticut, and do not purport to be an expert
on the laws of any other state. My opinion herein as to any other law is based
upon a limited inquiry thereof which I have deemed appropriate under the
circumstances.
Based upon the foregoing, and, assuming the Securities are sold in accordance
with the provisions of the prospectus, I am of the opinion that the Securities
being registered will be legally issued and will represent binding obligations
of the Company.
<PAGE>
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Julie E. Rockmore
Julie E. Rockmore
Counsel
Consent of Independent Auditors
The Board of Directors of Aetna Life Insurance and Annuity Company and
Contractholders of Aetna Variable Annuity Account B:
We consent to the references to our firm under the captions "Condensed
Financial Information" in the prospectus and "Independent Auditors" in
the statement of additional information and to the use of our reports
dated February 3, 1999 and February 26, 1999 incorporated by reference
here in this Post-Effective Amendment No. 9 to Registration Statement
(File No. 333-56297) on Form N-4.
/s/ KPMG LLP
Hartford, Connecticut
August 24, 1999
