<PAGE>
As filed with the Securities and Exchange Registration No. 333-49176
Commission on November 30, 2000 Registration No. 811-2512
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
Pre-Effective Amendment No. 1 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)
Approximate date of Proposed Public Offering: As soon as practicable after the
effectiveness of this Registration Statement.
It is proposed that this Filing will become effective on December 15, 2000.
<PAGE>
VARIABLE ANNUITY ACCOUNT B
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
FORM N-4 LOCATION - PROSPECTUS DATED
ITEM NO. PART A (PROSPECTUS) DECEMBER 15, 2000, AS AMENDED
BY SUPPLEMENTS DATED
DECEMBER 15, 2000 AND
MARCH 1, 2001
<C> <S> <C>
1 Cover Page........................................... Cover Page
2 Definitions.......................................... Not Applicable
3 Synopsis............................................. Contract Overview; Fee Table
4 Condensed Financial Information...................... Condensed Financial Information
5 General Description of Registrant, Depositor, and
Portfolio Companies.................................. Other Topics - The Company; Variable
Annuity Account B; Appendix III -
Description of Underlying Funds, as amended
6 Deductions and Expenses.............................. Fee Table, as amended; Fees, as amended
7 General Description of Variable Annuity
Contracts............................................ Contract Overview
8 Annuity Period....................................... The Income Phase
9 Death Benefit........................................ Death Benefit
10 Purchases and Contract Value......................... Purchase and Rights; Your Account Value
11 Redemptions.......................................... Your Right to Cancel; Systematic Distribution
Options
12 Taxes................................................ Taxation
13 Legal Proceedings.................................... Other Topics - Legal Matters and Proceedings
14 Table of Contents of the Statement of Additional
Information.......................................... Contents of the Statement of Additional
Information
<PAGE>
LOCATION - STATEMENT OF
FORM N-4 PART B (STATEMENT OF ADDITIONAL INFORMATION
ITEM NO. ADDITIONAL INFORMATION) DATED DECEMBER 15, 2000
15 Cover Page........................................... Cover Page
16 Table of Contents.................................... Table of Contents
17 General Information and History...................... General Information and History
18 Services............................................. General Information and History;
Independent Auditors
19 Purchase of Securities Being Offered................. Offering and Purchase of Contracts
20 Underwriters......................................... Offering and Purchase of Contracts
21 Calculation of Performance Data...................... Performance Data; Average Annual Total
Return Quotations
22 Annuity Payments..................................... Income Phase Payments
23 Financial Statements................................. Financial Statements
</TABLE>
Part C (Other Information)
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C to this Registration Statement.
<PAGE>
VARIABLE ANNUITY ACCOUNT B
AETNA LIFE INSURANCE AND ANNUITY COMPANY
SUPPLEMENT DATED DECEMBER 15, 2000 TO DECEMBER 15, 2000 PROSPECTUS
GENERAL DESCRIPTION OF GET L
Series L of the Aetna GET Fund (GET L) 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 L. Aeltus Investment Management, Inc.
serves as the investment adviser to GET L.
We will offer GET L shares only during its offering period, which is scheduled
to run from December 15, 2000 through the close of business on March 14, 2001.
GET L may not be available under your contract, your plan or in your state.
Please read the GET L prospectus for a more complete description of GET L,
including its charges and expenses.
INVESTMENT OBJECTIVE OF GET L
GET L seeks to achieve maximum total return, without compromising a minimum
targeted return, by participating in favorable equity market performance during
the guarantee period.
GET L's guarantee period runs from March 15, 2001 through March 14, 2006. During
the offering period, all GET L 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 L will end on March 14, 2006 which is GET L's
maturity date. The Company guarantees that the value of an accumulation unit of
the GET L subaccount under the contract on the maturity date (as valued after
the close of business on March 14, 2006), 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 L
subaccount to make up the difference. This means that if you remain invested in
GET L until the maturity date, at the maturity date you will receive no less
than the value of your separate account investment directed to GET L as of the
last day of the offering period, less any maintenance fees or any amounts you
transfer or withdraw from the GET L subaccount. The value of dividends and
distributions made by GET L throughout the guarantee period is taken into
account in determining whether, for purposes of the guarantee, the value of your
GET L investment on the maturity date is no less than its value as of the last
day of the offering period. The guarantee does not 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 L 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 L. This notice will remind you that the maturity date is
approaching and that you must choose other investment options for your GET L
amounts. If you do not make a choice, on the maturity date we will transfer your
GET L 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 L
amounts to the fund or funds designated by the Company.
X.GETL49176-00 December 2000
<PAGE>
The following information amends the "Fee Table" section 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 L Guarantee Charge, equal on
an annual basis to the percentage shown below, from the amounts allocated to the
GET L investment option:
<TABLE>
<S> <C>
GET L GUARANTEE CHARGE (deducted daily during the Guarantee
Period).................................................... 0.50%
-----
MAXIMUM TOTAL SEPARATE ACCOUNT EXPENSES.................... 1.00%(1)
=====
</TABLE>
The following information supplements the "Fund Expense Table" contained in the
prospectus:
AETNA GET FUND SERIES L 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 L 0.60% 0.15% 0.75%
</TABLE>
For more information regarding expenses paid out of assets of the fund, see the
GET L prospectus.
------------------------
<TABLE>
<S> <C>
(1) The total separate account expenses that apply to your
contract may be lower. Please refer to the "Fee Table"
section of your 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 L and any
additional direct fund expenses.
(4) The investment adviser is contractually obligated through
GET L'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 L's Total Fund Annual Expenses do not
exceed 0.75% of the fund's average daily net assets. It is
not expected that GET L's actual expenses without this
waiver or reimbursement will exceed this amount.
</TABLE>
<PAGE>
The following information supplements the "Hypothetical Examples" contained in
the prospectus:
HYPOTHETICAL EXAMPLES--AETNA GET FUND SERIES L
ACCOUNT FEES YOU MAY INCUR OVER TIME. The following hypothetical examples shows
the fees and expenses paid over time if you invest $1,000 in the GET L
investment option under the contract (until GET L's maturity date) and assume a
5% annual return on the investment.(5)
<TABLE>
<S> <C>
-----------------------------------------------------------
-- THIS EXAMPLE IS PURELY HYPOTHETICAL.
-- IT 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. At the end of the periods shown you
would have paid the following expenses.
-----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS
------ ------- -------
<S> <C> <C> <C>
Aetna GET Fund Series L $ 18 $ 55 $ 95
</TABLE>
--------------------------
<TABLE>
<S> <C>
(5) The example shown above reflects an annual mortality and
expense risk charge of 0.35%, an annual contract
administrative expense charge of 0.15%, an annual GET L
guarantee charge of 0.50% and all charges and expenses of
the GET L Fund. (The expenses that you would pay under your
contract may be lower. Please refer to the "Fee Table"
section of your prospectus.)
</TABLE>
<PAGE>
The following information supplements "Appendix III--Description of Underlying
Funds" contained in the prospectus:
AETNA GET FUND (SERIES L)
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, 2001 through March 14, 2006, the
maturity date.
POLICIES
Prior to March 15, 2001, assets are invested 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 allocted to the fixed
component.
RISKS
The principal risks of investing in Series L are those generally attributable to
stock and bond investing. The success of Series L'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 L
invests in both stocks and bonds, it may underperform stock funds when stocks
are in favor and underperform bonds 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 L 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 L 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 L 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 L'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.GETL49176-00 December 2000
<PAGE>
VARIABLE ANNUITY ACCOUNT B
AETNA LIFE INSURANCE AND ANNUITY COMPANY
SUPPLEMENT DATED MARCH 1, 2001 TO DECEMBER 15, 2000 PROSPECTUS
GENERAL DESCRIPTION OF GET M
Series M of the Aetna GET Fund (GET M) 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 M. Aeltus Investment Management, Inc.
serves as the investment adviser to GET M.
We will offer GET M shares only during its offering period, which is scheduled
to run from March 15, 2001 through the close of business on June 13, 2001. GET M
may not be available under your contract, your plan or in your state. Please
read the GET M prospectus for a more complete description of GET M, including
its charges and expenses.
INVESTMENT OBJECTIVE OF GET M
GET M seeks to achieve maximum total return, without compromising a minimum
targeted return, by participating in favorable equity market performance during
the guarantee period.
GET M's guarantee period runs from June 14, 2001 through June 13, 2006. During
the offering period, all GET M 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 M will end on June 13, 2006, which is GET M's
maturity date. The Company guarantees that the value of an accumulation unit of
the GET M subaccount under the contract on the maturity date (as valued after
the close of business on June 13, 2006) 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 M
subaccount to make up the difference. This means that if you remain invested in
GET M until the maturity date, at the maturity date you will receive no less
than the value of your separate account investment directed to GET M as of the
last day of the offering period, less any maintenance fees or any amounts you
transfer or withdraw from the GET M subaccount. The value of dividends and
distributions made by GET M throughout the guarantee period is taken into
account in determining whether, for purposes of the guarantee, the value of your
GET M investment on the maturity date is no less than its value as of the last
day of the offering period. The guarantee does not 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 M 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 M. This notice will remind you that the maturity date is
approaching and that you must choose other investment options for your GET M
amounts. If you do not make a choice, on the maturity date we will transfer your
GET M 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 M
amounts to the fund or funds designated by the Company.
X.GETM49176-00 March 2001
<PAGE>
The following information amends the "Fee Table" section 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 M Guarantee Charge, equal on
an annual basis to the percentage shown below, from the amounts allocated to the
GET M investment option:
<TABLE>
<S> <C>
GET M GUARANTEE CHARGE (deducted daily during the Guarantee
Period).................................................... 0.50%
-----
MAXIMUM TOTAL SEPARATE ACCOUNT EXPENSES.................... 1.00%(1)
=====
</TABLE>
The following information supplements the "Fund Expense Table" contained in the
prospectus:
AETNA GET FUND SERIES M ANNUAL EXPENSES
(As a percentage of the average net assets)
<TABLE>
<CAPTION>
TOTAL FUND ANNUAL EXPENSES
INVESTMENT OTHER (AFTER EXPENSE
ADVISORY FEES(2) EXPENSES(3) REIMBURSEMENT)(4)
---------------- ----------- -----------------
<S> <C> <C> <C>
Aetna GET Fund Series M 0.60% 0.15% 0.75%
</TABLE>
For more information regarding expenses paid out of assets of the fund, see the
GET M prospectus.
------------------------
<TABLE>
<S> <C>
(1) The total separate account expenses that apply to your
contract may be lower. Please refer to the "Fee Table"
section of your 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 M and any
additional direct fund expenses.
(4) The investment adviser is contractually obligated through
GET M'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 M's Total Fund Annual Expenses do not
exceed 0.75% of the fund's average daily net assets. It is
not expected that GET M's actual expenses without this
waiver or reimbursement will exceed this amount.
</TABLE>
<PAGE>
The following information supplements the "Hypothetical Examples" contained in
the prospectus:
HYPOTHETICAL EXAMPLES--AETNA GET FUND SERIES M
ACCOUNT FEES YOU MAY INCUR OVER TIME. The following hypothetical examples shows
the fees and expenses paid over time if you invest $1,000 in the GET M
investment option under the contract (until GET M's maturity date) and assume a
5% annual return on the investment.(5)
<TABLE>
<S> <C>
-----------------------------------------------------------
-- THIS EXAMPLE IS PURELY HYPOTHETICAL.
-- IT 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. At the end of the periods shown you
would have paid the following expenses.
-----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS
------ ------- -------
<S> <C> <C> <C>
Aetna GET Fund Series M $ 18 $ 55 $ 95
</TABLE>
--------------------------
<TABLE>
<S> <C>
(5) The example above shown reflects an annual mortality and
expense risk charge of 0.35%, an annual contract
administrative expense charge of 0.15%, an annual GET M
guarantee charge of 0.50% and all charges and expenses of
the GET M Fund. (The expenses that you would pay under your
contract may be lower. Please refer to the "Fee Table"
section of your prospectus.)
</TABLE>
<PAGE>
The following information supplements "Appendix III--Description of Underlying
Funds" contained in the prospectus:
AETNA GET FUND (SERIES M)
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 June 14, 2001 through June 13, 2006, the
maturity date.
POLICIES
Prior to June 14, 2001, assets are invested in short-term instruments. After
that date, assets are allocated between equities and fixed income seurities.
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 nacked 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 allocted to the fixed
component.
RISKS
The principal risks of investing in Series M are those generally attributable to
stock and bond investing. The success of Series M'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 M
invests in both stocks and bonds, it may underperform stock funds when stocks
are in favor and underperform bonds 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 M 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 M 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 M 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 M'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.GETM49176-00 March 2001
<PAGE>
CONTRACT PROSPECTUS - DECEMBER 15, 2000
--------------------------------------------------------------------------------
[SIDE NOTE]
THE FUNDS
- Aetna Balanced VP, Inc.
- Aetna Income Shares d/b/a Aetna Bond VP
- Aetna Growth VP
- Aetna Variable Fund d/b/a Aetna Growth and Income VP
- Aetna Index Plus Large Cap VP
- Aetna International VP
- Aetna Variable Encore Fund d/b/a Aetna Money Market
VP
- Aetna Small Company VP
- Aetna Technology VP
- AIM V.I. Capital Appreciation Fund
- AIM V.I. Government Securities Fund
- AIM V.I. Growth Fund
- AIM V.I Growth and Income Fund
- AIM V.I. Value Fund
- Alliance Variable Products-Growth and Income
Portfolio
- Alliance Variable Products-Premier Growth Portfolio
- Alliance Variable Products-Quasar Portfolio
- Fidelity Variable Insurance Products Fund (VIP)
Equity-Income Portfolio
- Fidelity Variable Insurance Products Fund (VIP)
Growth Portfolio
- Fidelity Variable Insurance Products Fund (VIP) High
Income Portfolio
- Fidelity Variable Insurance Products Fund II (VIP II)
Contrafund-Registered Trademark- Portfolio
- Janus Aspen Aggressive Growth Portfolio
- Janus Aspen Balanced Portfolio
- Janus Aspen Growth Portfolio
- Janus Aspen Worldwide Growth Portfolio
- MFS Total Return Series
- [Mitchell Hutchins Series Trust Growth and Income
Portfolio]
- [Mitchell Hutchins Series Trust Tactical Allocation
Portfolio]
- Oppenheimer Aggressive Growth Fund/VA
- Oppenheimer Main Street Growth & Income Fund/VA
- Oppenheimer Strategic Bond Fund/VA
- Portfolio Partners, Inc. (PPI) MFS Capital
Opportunities Portfolio (formerly PPI MFS Value Equity
Portfolio)
- Portfolio Partners, Inc. (PPI) MFS Emerging Equities
Portfolio
- Portfolio Partners, Inc. (PPI) MFS Research Growth
Portfolio
- Portfolio Partners, Inc. (PPI) Scudder International
Growth Portfolio
[END SIDE NOTE]
THE CONTRACT. The contract described in this prospectus
is a group or individual deferred variable annuity
contract issued by Aetna Life Insurance and Annuity
Company (the Company, we, us, our). It is issued to
you, the contract holder, as either a qualified
Individual Retirement Annuity (IRA), a qualified Roth
IRA, a qualified contract under certain employer
sponsored retirement plans or as a nonqualified
deferred annuity contract.
-------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT. This
prospectus contains facts about the contract and its
investment options you should know before purchasing.
This information will help you decide if the contract
is right for you. Please read this prospectus
carefully.
TABLE OF CONTENTS . . . PAGE 3
---------------------------------------------------------------------------
INVESTMENT OPTIONS. The contract offers variable
investment options and fixed interest options. When we
establish your account you instruct us to direct
account dollars to any of the available options.
VARIABLE INVESTMENT OPTIONS. These options are called
subaccounts. The subaccounts are within Variable
Annuity Account B (the separate account), a separate
account of the Company. Each subaccount invests in one
of the mutual funds listed on this page. Earnings on
amounts invested in a subaccount will vary depending
upon the performance of its underlying fund. You do not
invest directly in or hold shares of the funds.
RISKS ASSOCIATED WITH INVESTING IN THE FUNDS. The funds
in which the subaccounts invest have various risks.
Information about the risks of investing in the funds
is located in the "Investment Options" section on
page 10, in Appendix III--Description of Underlying
Funds and in each fund prospectus. Read this prospectus
in conjunction with the fund prospectuses, and retain
the prospectuses for future reference.
GETTING ADDITIONAL INFORMATION. You may obtain the
December 15, 2000, Statement of Additional Information
(SAI) about the separate account by indicating your
request on your application or calling us at
1-800-238-6219. You may also obtain an SAI for any of
the funds by calling that number. The SEC also makes
available to the public reports and information about
the separate account and the funds. Certain reports and
information, including this prospectus and SAI, are
available on the EDGAR Database on the Securities and
Exchange Commission (SEC) web site, www.sec.gov, or at
the SEC Public Reference Room in Washington, D.C. You
may call 1-202-942-8090 to get information about the
operations of the Public Reference Room. You may obtain
copies of reports and other information about the
separate account and the funds, after paying a
duplicating fee, by sending an e-mail request to
[email protected] or by writing to the SEC Public
Reference Section, Washington, D.C. 20549-0102. The SAI
table of contents is listed on page 44 of this
prospectus. The SAI is incorporated into this
prospectus by reference.
ADDITIONAL DISCLOSURE INFORMATION. Neither the SEC nor
any state securities commission has approved or
disapproved the securities offered through this
prospectus or passed on the accuracy or adequacy of
this prospectus. Any representation to the contrary is
a criminal offense. We do not intend for this
prospectus to be an offer to sell or a solicitation of
an offer to buy these securities in any state that does
not permit their sale. We have not authorized anyone to
provide you with information that is different than
that contained in this prospectus.
<PAGE>
PROSPECTUS - DECEMBER 15, 2000 (CONTINUED)
--------------------------------------------------------------------------------
FIXED INTEREST OPTIONS.
-- ALIAC Guaranteed Account (the Guaranteed
Account)
-- Fixed Account
Except as specifically mentioned, this
prospectus describes only the investment
options offered through the separate
account. However, we describe the fixed
interest options in appendices to this
prospectus. There is also a separate
Guaranteed Account prospectus.
AVAILABILITY OF OPTIONS. Some variable
investment options or fixed interest options
may be unavailable through your contract or
in your state. The contract is not a deposit
with, obligation of or guaranteed or
endorsed by any bank, nor is it insured by
the FDIC.
The contract is subject to investment risk,
including the possible loss of the principal
amount of your investment.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
------------------------------------------------
CONTRACT OVERVIEW........................................ 4
Contract Design
Contract Facts
Questions: Contacting the Company
Sending Forms and Written Requests in Good Order
Sending Additional Purchase Payments
Contract Phases: The Accumulation Phase, The Income Phase
------------------------------------------------
FEE TABLE.................................................. 6
CONDENSED FINANCIAL INFORMATION............................ 10
INVESTMENT OPTIONS......................................... 10
TRANSFERS AMONG INVESTMENT OPTIONS......................... 12
PURCHASE AND RIGHTS........................................ 14
RIGHT TO CANCEL............................................ 16
FEES....................................................... 17
YOUR ACCOUNT VALUE......................................... 19
WITHDRAWALS................................................ 21
SYSTEMATIC DISTRIBUTION OPTIONS............................ 23
DEATH BENEFIT.............................................. 24
THE INCOME PHASE........................................... 27
TAXATION................................................... 31
OTHER TOPICS............................................... 39
The Company -- Variable Annuity Account B -- Contract
Distribution -- Payment of Commissions -- Payment Delay or
Suspension -- Performance Reporting -- Voting Rights -- Contract
Modifications -- Transfer of Ownership: Assignment -- Involuntary
Terminations -- Legal Matters and Proceedings
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION........ 44
APPENDIX I -- ALIAC GUARANTEED ACCOUNT..................... 45
APPENDIX II -- FIXED ACCOUNT............................... 48
APPENDIX III -- DESCRIPTION OF UNDERLYING FUNDS............ 49
</TABLE>
3
<PAGE>
[SIDE NOTE]
QUESTIONS: CONTACTING THE
COMPANY. To answer your questions, contact your sales representative or write or
call our Home Office at:
Aetna Financial Services
Annuity Services
151 Farmington Avenue
Hartford, CT 06156-1277
1-800-238-6219
SENDING FORMS AND WRITTEN REQUESTS IN GOOD ORDER.
If you are writing to change your beneficiary, request a withdrawal or for any
other purpose, contact us or your sales representative to learn what information
is required for the request to be in "good order." We can only act upon requests
that are received in good order.
SENDING ADDITIONAL PURCHASE PAYMENTS.
Use one of the following addresses when sending additional purchase payments.
If using the U.S. Postal Service:
ALIAC
Attn: New Business Unit
P.O. Box 30670
Hartford, CT 06150-0670
If using express mail:
Fleet Bank/ALIAC #30670
Lockbox-CT/EH F03E
99 Founders Plaza, 3rd Floor
East Hartford, CT 06108
Express mail packages should not be sent to the P.O. Box address.
[END SIDE NOTE]
CONTRACT OVERVIEW
----------------------------------------------
The following is intended as a summary. Please read each section of this
prospectus for additional detail.
CONTRACT DESIGN
-------------------------------------------------------------------
The contract described in this prospectus is a group or individual deferred
variable annuity contract. It is intended to be a retirement savings vehicle
that offers a variety of investment options to help meet long-term financial
goals. The term "contract" in this prospectus refers to individual contracts and
to certificates issued under group contracts.
CONTRACT FACTS
-------------------------------------------------------------------
FREE LOOK/RIGHT TO CANCEL. You may cancel your contract within ten days (some
states require more than ten days) of receipt. See "Right to Cancel."
DEATH BENEFIT. Your beneficiary may receive a financial benefit in the event of
your death prior to the income phase. Any death benefit during the income phase
will depend upon the income phase payment option selected. See "Death Benefit"
and "The Income Phase."
WITHDRAWALS. During the accumulation phase, you may withdraw all or part of
your account value. Certain fees and taxes may apply. In addition, the Internal
Revenue Code of 1986, as amended (Tax Code), restricts full and partial
withdrawals in some circumstances. See "Withdrawals." Amounts withdrawn from the
Guaranteed Account may be subject to a market value adjustment. See Appendix I.
During the Income Phase you may be able to request all or a portion of the
present value of your remaining guaranteed payments be paid to you in a lump sum
depending upon the income phase payment option selected. See "The Income Phase."
SYSTEMATIC DISTRIBUTION OPTIONS. These are made available for you to receive
periodic withdrawals from your account, while retaining the account in the
accumulation phase. See "Systematic Distribution Options."
FEES AND EXPENSES. Certain fees and expenses are deducted from the value of
your contract. See "Fee Table" and "Fees."
TAXATION. You will generally not pay taxes on any earnings from the annuity
contract described in this prospectus until they are withdrawn. Tax-qualified
retirement arrangements (e.g. IRAs or 403(b) plans) also defer payment of taxes
on earnings until they are withdrawn. If you are considering funding a tax-
qualified retirement arrangement with an annuity contract, you should know that
the annuity contract does not provide any additional tax deferral of earnings
beyond the tax deferral provided by the tax-qualified retirement arrangement.
However, annuities do provide other features and benefits which may be valuable
to you. You should discuss your decision with your financial representative.
Taxes will generally be due when you receive a distribution. Tax penalties may
Apply in some circumstances. See "Taxation."
4
<PAGE>
CONTRACT PHASES
-------------------------------------------------------------------
I. THE ACCUMULATION PHASE
(accumulating dollars under your
contract)
STEP 1: You provide us with your
completed application and initial
purchase payment. We establish an
account for you and credit that
account with your initial purchase
payment.
[CHART]
STEP 2: You direct us to
invest your purchase payment in one
or more of the following investment
options:
(a) Fixed Interest Options; or
(b) Variable Investment Options.
(The variable investment
options are the subaccounts of
Variable Annuity Account B.
Each one invests in a specific
mutual fund.)
STEP 3: Each subaccount you select purchases shares of its assigned fund.
II. THE INCOME PHASE (receiving income phase payments from your contract)
When you want to begin receiving payments from your contract, you may select
from the options available. The contract offers several income phase payment
options (see "The Income Phase"). In general, you may:
-- Receive income phase payments for a specified period of time or for life;
-- Receive income phase payments monthly, quarterly, semi-annually or annually;
-- Select an income phase payment option that provides for payments to your
beneficiary; or
-- Select income phase payments that are fixed or vary depending upon the
performance of the variable investment options you select.
5
<PAGE>
[SIDE NOTE]
IN THIS SECTION:
--Maximum Transaction Fee
--Maximum Fees Deducted from Investments in the Separate Account
--Fees Deducted by the Funds
--Hypothetical Example
ALSO SEE THE "FEES" SECTION FOR:
--How, When and Why Fees are Deducted
--Reduction, Waiver and/or Elimination of Certain Fees
--Premium and Other Taxes
[END SIDE NOTE]
FEE TABLE
----------------------------------------------
The tables and examples in this section show the fees that may affect your
account value during the accumulation phase. See "The Income Phase" for the
different fees that may apply after you begin receiving income phase payments
under the contract. The fees shown do not reflect any premium tax that may
apply.
MAXIMUM TRANSACTION FEE
TRANSFER CHARGE ...................................................... $10.00(1)
MAXIMUM FEES DEDUCTED FROM INVESTMENTS IN THE SEPARATE ACCOUNT(2)
(Daily deductions, equal to the following percentages on an annual basis, from
amounts invested in the subaccounts.)
<TABLE>
<S> <C>
Mortality and Expense Risk Charge 0.35%
Administrative Expense Charge 0.15%
-----
0.50%
=====
</TABLE>
(1)We currently do not impose this charge. We reserve the right, however, during
the accumulation phase to charge $10 for each transfer after the first 12
transfers in each account year. See "Transfers" for additional information.
(2)These fees may be reduced or eliminated in certain circumstances. See
"Fees--Reduction or Elimination of Certain Fees."
6
<PAGE>
FEES DEDUCTED BY THE FUNDS
USING THIS INFORMATION. The following table shows the investment advisory fees
and other expenses charged annually by each fund. Fund fees are one factor that
impacts the value of a fund share. To learn about additional factors impacting
the share value, refer to the fund prospectus.
HOW FEES ARE DEDUCTED. The fund fees are not deducted from account values.
Instead, they are deducted from the value of the fund shares on a daily basis,
which in turn affects the value of each subaccount that purchases fund shares.
Except as noted below, the following figures are a percentage of the average net
assets of each fund and are based on figures for the year ended December 31,
1999.
<TABLE>
<CAPTION>
FUND EXPENSE TABLE
Total Fund Net Fund
Annual Annual
Expenses Expenses
Investment Without Total After
Advisory Other Waivers or Waivers and Waivers
Fund Name Fees(1) Expenses Reductions Reductions or Reductions
--------- ------- -------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Aetna Balanced VP, Inc. 0.50% 0.09% 0.59% -- 0.59%
Aetna Bond VP 0.40% 0.09% 0.49% -- 0.49%
Aetna Growth VP(2) 0.60% 0.11% 0.71% 0.00% 0.71%
Aetna Growth and Income VP 0.50% 0.08% 0.58% -- 0.58%
Aetna Index Plus Large Cap VP(2) 0.35% 0.10% 0.45% 0.00% 0.45%
Aetna International VP(2) 0.85% 0.77% 1.62% 0.47% 1.15%
Aetna Money Market VP 0.25% 0.09% 0.34% -- 0.34%
Aetna Small Company VP(2) 0.75% 0.13% 0.88% 0.00% 0.88%
Aetna Technology VP(2)(3) 0.95% 0.25% 1.20% 0.05% 1.15%
AIM V.I. Capital Appreciation Fund 0.62% 0.11% 0.73% -- 0.73%
AIM V.I. Government Securities Fund 0.50% 0.40% 0.90% -- 0.90%
AIM V.I. Growth Fund 0.63% 0.10% 0.73% -- 0.73%
AIM V.I. Growth and Income Fund 0.61% 0.16% 0.77% -- 0.77%
AIM V.I. Value Fund 0.61% 0.15% 0.76% -- 0.76%
Alliance Growth and Income Portfolio 0.63% 0.08% 0.71% -- 0.71%
Alliance Premier Growth Portfolio 1.00% 0.05% 1.05% -- 1.05%
Alliance Quasar Portfolio(4) 1.00% 0.19% 1.19% 0.24% 0.95%
Fidelity VIP Equity-Income Portfolio(5) 0.48% 0.09% 0.57% -- 0.57%
Fidelity VIP Growth Portfolio(5) 0.58% 0.08% 0.66% -- 0.66%
Fidelity VIP High Income Portfolio(5) 0.58% 0.11% 0.69% -- 0.69%
Fidelity VIP II Contrafund-Registered
Trademark-Portfolio(5) 0.58% 0.09% 0.67% -- 0.67%
Janus Aspen Aggressive Growth Portfolio(6) 0.65% 0.02% 0.67% 0.00% 0.67%
Janus Aspen Balanced Portfolio(6) 0.65% 0.02% 0.67% 0.00% 0.67%
Janus Aspen Growth Portfolio(6) 0.65% 0.02% 0.67% 0.00% 0.67%
Janus Aspen Worldwide Growth Portfolio(6) 0.65% 0.05% 0.70% 0.00% 0.70%
MFS Total Return Series(7) 0.75% 0.15% 0.90% 0.00% 0.90%
[Mitchell Hutchins Growth and Income Portfolio(9) 0.70% 0.78% 1.48% -- 1.48%]
[Mitchell Hutchins Tactical Allocation
Portfolio(9) 0.50% 0.49% 0.99% -- 0.99%]
Oppenheimer Aggressive Growth Fund/VA 0.66% 0.01% 0.67% -- 0.67%
Oppenheimer Main Street Growth & Income Fund/VA 0.73% 0.05% 0.78% -- 0.78%
Oppenheimer Strategic Bond Fund/VA 0.74% 0.04% 0.78% -- 0.78%
PPI MFS Capital Opportunities Portfolio(8) 0.65% 0.25% 0.90% 0.00% 0.90%
PPI MFS Emerging Equities Portfolio(8) 0.67% 0.13% 0.80% 0.00% 0.80%
PPI MFS Research Growth Portfolio(8) 0.70% 0.15% 0.85% 0.00% 0.85%
PPI Scudder International Growth Portfolio(8) 0.80% 0.20% 1.00% 0.00% 1.00%
</TABLE>
FOOTNOTES TO THE "FUND EXPENSE TABLE"
<TABLE>
<S> <C>
(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 Investment Advisory Fees and are not charged to
investors. For the AIM Funds, the reimbursements may be paid
out of 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.
</TABLE>
7
<PAGE>
<TABLE>
<S> <C>
(2) The investment adviser is contractually obligated through
December 31, 2000 to waive all or a portion of its
investment advisory fee and/or its administrative services
fee and/or to reimburse a portion of other expenses in order
to ensure that the fund's "Total Fund Annual Expenses
Without Waivers or Reductions" do not exceed the percentage
reflected under "Net Fund Annual Expenses After Waivers or
Reductions."
(3) Aetna Technology VP commenced operations on May 1, 2000.
Amounts reflected in "Other Expenses" and "Total Fund Annual
Expenses Without Waivers or Reductions" are estimated
amounts for the current fiscal year based on expenses for
comparable funds. Actual expenses may vary from those shown.
(4) The investment manager has agreed to waive its fees and
reimburse the Quasar Variable Portfolio to limit total
expenses to 0.95% of daily net assets until at least May 1,
2001.
(5) A portion of the brokerage commissions that certain funds
pay was used to reduce fund expenses. In addition, through
arrangements with certain funds', or the investment adviser
on behalf of certain funds', custodian, credits realized as
a result of uninvested cash balances were used to reduce a
portion of each applicable fund's expenses. These credits
are not included under Total Waivers and Reductions. If
these credits had been included, the amounts shown under Net
Fund Annual Expenses After Waivers or Reductions presented
in the table would have been 0.56% for Fidelity VIP
Equity-Income Portfolio; 0.65% for Fidelity VIP Growth
Portfolio; and 0.65% for Fidelity VIP II
Contrafund-Registered Trademark- Portfolio.
(6) Expenses are based upon expenses for the fiscal year ended
December 31, 1999, restated to reflect a reduction in the
management fee for Aggressive Growth, Balanced, Growth and
Worldwide Growth Portfolios. All expenses are shown without
the effect of expense offset arrangements.
(7) The series has an expense offset arrangement which reduces
the series' custodian fee based upon the amount of cash
maintained by the series with its custodian and dividend
disbursing agent. The series may enter into other such
arrangements and directed brokerage arrangements, which
would also have the effect of reducing the series' expenses.
The "Other Expenses" shown above do not take into account
these expense reductions, and are therefore higher than the
actual expenses of the series. Had these fee reductions been
taken into account, Net Fund Annual Expenses After Waivers
or Reductions would be lower and would equal 0.89% for the
series.
(8) The investment adviser has agreed to reimburse the
portfolios for expenses and/or waive its fees, so that,
through at least April 30, 2001, the aggregate of each
portfolio's expenses will not exceed the combined investment
advisory fees and other expenses shown under the Net Fund
Annual Expenses After Waivers or Reductions column above.
[(9) 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 pays to the distributor of the portfolios a
distribution fee at an annual rate of 0.25% of its average
daily net assets attributable to its Class I shares. The
distributor of the portfolios uses the distribution fee to
pay insurance companies whose separate accounts purchase
Class I shares for distribution-related services that the
insurance companies provide with respect to the Class I
shares.]
</TABLE>
8
<PAGE>
HYPOTHETICAL EXAMPLE
ACCOUNT FEES YOU MAY INCUR OVER TIME. The following hypothetical example shows
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 this example, we
deducted total annual fund expenses and the maximum charges under the contract
(i.e., a mortality and expense risk charge of 0.35% annually and an
administrative expense charge of 0.15% annually). The total annual fund expenses
used are those shown in the column "Total Fund Annual Expenses Without Waivers
or Reductions" in the Fund Expense Table.
<TABLE>
<S> <C>
-------------------------------------------
-- This example is purely hypothetical.
-- It should not be considered a representation of
past or future expenses
or expected returns. At the end of the periods shown you
-- Actual expenses and/or returns may be more or would have paid the following expenses:
less than those shown in this example.
-------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Aetna Balanced VP, Inc. $ 11 $ 35 $ 60 $ 133
Aetna Bond VP $ 10 $ 32 $ 55 $ 121
Aetna Growth VP $ 12 $ 38 $ 67 $ 147
Aetna Growth and Income VP $ 11 $ 34 $ 60 $ 132
Aetna Index Plus Large Cap VP $ 10 $ 30 $ 53 $ 117
Aetna International VP $ 22 $ 66 $ 114 $ 245
Aetna Money Market VP $ 9 $ 27 $ 47 $ 104
Aetna Small Company VP $ 14 $ 44 $ 76 $ 166
Aetna Technology VP $ 17 $ 54 $ 92 $ 201
AIM V.I. Capital Appreciation Fund $ 13 $ 39 $ 68 $ 149
AIM V.I. Government Securities Fund $ 14 $ 44 $ 77 $ 168
AIM V.I. Growth Fund $ 13 $ 39 $ 68 $ 149
AIM V.I. Growth and Income Fund $ 13 $ 40 $ 70 $ 153
AIM V.I. Value Fund $ 13 $ 40 $ 69 $ 152
Alliance Growth and Income Portfolio $ 12 $ 38 $ 67 $ 147
Alliance Premier Growth Portfolio $ 16 $ 49 $ 84 $ 185
Alliance Quasar Portfolio $ 17 $ 53 $ 92 $ 200
Fidelity VIP Equity-Income Portfolio $ 11 $ 34 $ 59 $ 131
Fidelity VIP Growth Portfolio $ 12 $ 37 $ 64 $ 141
Fidelity VIP High Income Portfolio $ 12 $ 38 $ 65 $ 144
Fidelity VIP II Contrafund-Registered Trademark- Portfolio $ 12 $ 37 $ 64 $ 142
Janus Aspen Aggressive Growth Portfolio $ 12 $ 37 $ 64 $ 142
Janus Aspen Balanced Portfolio $ 12 $ 37 $ 64 $ 142
Janus Aspen Growth Portfolio $ 12 $ 37 $ 64 $ 142
Janus Aspen Worldwide Growth Portfolio $ 12 $ 38 $ 66 $ 145
MFS Total Return Series $ 14 $ 44 $ 77 $ 168
[Mitchell Hutchins Growth and Income Portfolio $ 20 $ 62 $ 107 $ 231]
[Mitchell Hutchins Tactical Allocation Portfolio $ 15 $ 47 $ 81 $ 178]
Oppenheimer Aggressive Growth Fund/VA $ 12 $ 37 $ 64 $ 142
Oppenheimer Main Street Growth & Income Fund/VA $ 13 $ 41 $ 70 $ 155
Oppenheimer Strategic Bond Fund/VA $ 13 $ 41 $ 70 $ 155
PPI MFS Capital Opportunities Portfolio $ 14 $ 44 $ 77 $ 168
PPI MFS Emerging Equities Portfolio $ 13 $ 41 $ 71 $ 157
PPI MFS Research Growth Portfolio $ 14 $ 43 $ 74 $ 162
PPI Scudder International Growth Portfolio $ 15 $ 47 $ 82 $ 179
</TABLE>
9
<PAGE>
CONDENSED FINANCIAL INFORMATION
----------------------------------------------
As of the date of this prospectus, we had not begun selling the contract and the
subaccounts did not have any assets attributable to the contract. Therefore, no
condensed financial information is presented herein.
INVESTMENT OPTIONS
----------------------------------------------
The contract offers variable investment options and fixed interest options.
VARIABLE INVESTMENT OPTIONS. These options are called subaccounts. The
subaccounts are within Variable Annuity Account B (the separate account), a
separate account of the Company. Each subaccount invests in a specific mutual
fund. You do not invest directly in or hold shares of the funds.
-- MUTUAL FUND (FUND) DESCRIPTIONS. We provide brief descriptions of the funds
in Appendix III. Investment results of the funds are likely to differ
significantly and there is no assurance that any of the funds will achieve
their respective investment objectives. Shares of the funds will rise and
fall in value and you could lose money by investing in the funds. Shares of
the funds are not bank deposits and are not guaranteed, endorsed or insured
by any financial institution, the Federal Deposit Insurance Corporation or
any other government agency. Unless otherwise noted, all funds are
diversified as defined under the Investment Company Act of 1940. Refer to the
fund prospectuses for additional information. Fund prospectuses may be
obtained, free of charge, from our Home Office at the address and phone
number listed in "Contract Overview--Questions: Contacting the Company" or by
contacting the SEC Public Reference Room.
FIXED INTEREST OPTIONS. If available in your state, the ALIAC Guaranteed
Account (the Guaranteed Account) or the Fixed Account. The Guaranteed Account
offers certain guaranteed minimum interest rates for a stated period of time.
Amounts must remain in the Guaranteed Account for specific periods to receive
the quoted interest rates, or a market value adjustment will be applied. The
market value adjustment may be positive or negative. The Fixed Account
guarantees payment of the minimum interest rate specified in the contract. The
Fixed Account is only available in certain states. For a description of these
options, see Appendices I and II and the Guaranteed Account prospectus.
10
<PAGE>
--------------------------------------------------------------------------
SELECTING INVESTMENT OPTIONS
- CHOOSE OPTIONS APPROPRIATE FOR YOU. Your sales representative can help you
evaluate which investment options may be appropriate for your financial
goals.
- UNDERSTAND THE RISKS ASSOCIATED WITH THE OPTIONS YOU CHOOSE. Some
subaccounts invest in funds that are considered riskier than others. Funds
with additional risks are expected to have values that rise and fall more
rapidly and to a greater degree than other funds. For example, funds
investing in foreign or international securities are subject to risks not
associated with domestic investments, and their investment performance may
vary accordingly. Also, funds using derivatives in their investment strategy
may be subject to additional risks.
- BE INFORMED. Read this prospectus, the fund prospectuses, the Guaranteed
Account and Fixed Account appendices and the Guaranteed Account prospectus.
--------------------------------------------------------------------------
LIMITS ON AVAILABILITY OF OPTIONS. Some funds or fixed interest options may be
unavailable through your contract or in your state. We may add, withdraw or
substitute funds, subject to the conditions in your contract and compliance with
regulatory requirements.
LIMITS ON HOW MANY INVESTMENT OPTIONS YOU MAY SELECT. Although there is
currently no limit, we reserve the right to limit the number of investment
options you may select at any one time or during the life of the contract. For
purposes of determining any limit, each subaccount and each guaranteed term of
the Guaranteed Account, or an investment in the Fixed Account in certain
contracts, will be considered an investment option.
LIMITS IMPOSED BY THE UNDERLYING FUND. Orders for the purchase of fund shares
may be subject to acceptance by the fund. We reserve the right to reject,
without prior notice, any allocation of a purchase payment to a subaccount if
the subaccount's investment in the corresponding fund is not accepted by the
fund for any reason.
ADDITIONAL RISKS OF INVESTING IN THE FUNDS (MIXED AND SHARED FUNDING).
"Shared funding" occurs when shares of a fund, which the subaccounts buy for
variable annuity contracts, are also bought by other insurance companies for
their variable annuity contracts.
"Mixed funding" occurs when shares of a fund, which the subaccounts buy for
variable annuity contracts, are bought for variable life insurance contracts
issued by us or other insurance companies.
-- Shared--bought by more than one company.
-- Mixed--bought for annuities and life insurance.
It is possible that a conflict of interest may arise due to mixed and/or shared
funding, which could adversely impact the value of a fund. For example, if a
conflict of interest occurred and one of the subaccounts withdrew its investment
in a fund, the fund may be forced to sell its securities at disadvantageous
prices, causing its share value to decrease. Each fund's Board of Directors or
Trustees will monitor events to identify any conflicts which may arise and to
determine what action, if any, should be taken to address such conflicts.
11
<PAGE>
TRANSFERS AMONG INVESTMENT OPTIONS
----------------------------------------------
You may transfer amounts among the available subaccounts. During the
accumulation phase, we allow you 12 free transfers each account year. We reserve
the right to charge $10 for each additional transfer. We currently do not impose
this charge. During the income phase, if approved in your state, transfers are
limited to 12 each account year and allowed only if you select variable income
phase payments. We reserve the right to allow more than 12 transfers each
account year.
Transfers from the Guaranteed Account are subject to certain restrictions and
may be subject to a market value adjustment. Transfers from the Fixed Account
are subject to certain restrictions and transfers into the Fixed Account from
any of the other investment options are not allowed. Transfers must be made in
accordance with the terms of your contract.
TRANSFER REQUESTS. Requests may be made in writing, by telephone or, where
applicable, electronically.
LIMITS ON FREQUENT TRANSFERS. The contract is not designed to serve as a
vehicle for frequent trading in response to short-term fluctuations in the
market. Such frequent trading can disrupt management of a fund and raise its
expenses. This in turn can have an adverse effect on fund performance.
Accordingly, organizations or individuals that use market-timing investment
strategies and make frequent transfers should not purchase the contract.
We reserve the right to restrict, in our sole discretion and without prior
notice, transfers initiated by a market-timing organization or an individual or
other party authorized to give transfer instructions on behalf of multiple
contract holders. Such restrictions could include: (1) not accepting transfer
instructions from an agent acting on behalf of more than one contract holder;
and (2) not accepting preauthorized transfer forms from market timers or other
entities acting on behalf of more than one contract holder at a time.
We further reserve the right to impose, without prior notice, restrictions on
transfers that we determine, in our sole discretion, will disadvantage or
potentially hurt the rights or interests of other contract holders.
Additionally, orders for the purchase of fund shares may be subject to
acceptance by the fund. We reserve the right to reject, without prior notice,
any transfer request to a subaccount if the subaccount's investment in the
corresponding fund is not accepted for any reason.
VALUE OF YOUR TRANSFERRED DOLLARS. The value of amounts transferred into or out
of subaccounts will be based on the subaccount unit values next determined after
we receive your transfer request in good order at our Home Office or, if you are
participating in the dollar cost averaging or account rebalancing programs,
after your scheduled transfer or reallocation.
TELEPHONE AND ELECTRONIC TRANSACTIONS: SECURITY MEASURES. To prevent fraudulent
use of telephone and electronic transactions (including, but not limited to,
internet transactions), we have established security procedures. These include
recording calls on our toll-free telephone lines and requiring use of a personal
identification number (PIN) to execute transactions. You are responsible for
keeping your PIN and account information confidential. If we fail to follow
reasonable security procedures, we may be liable for losses due to unauthorized
or fraudulent telephone or other electronic transactions. We are
12
<PAGE>
not liable for losses resulting from telephone or electronic instructions we
believe to be genuine. If a loss occurs when we rely on such instructions, you
will bear the loss.
THE DOLLAR COST AVERAGING PROGRAM. Dollar cost averaging is an investment
strategy whereby you purchase fixed dollar amounts of an investment at regular
intervals, regardless of price. Under this program a fixed dollar amount is
automatically transferred from certain subaccounts, the Guaranteed Account or
Fixed Account to any of the other subaccounts. A market value adjustment will
not be applied to dollar cost averaging transfers from a guaranteed term of the
Guaranteed Account during participation in the dollar cost averaging program. If
such participation is discontinued, we will automatically transfer the remaining
balance in that guaranteed term to another guaranteed term of the same duration,
unless you initiate a transfer into another investment option. In either case a
market value adjustment will apply. See Appendix I for more information about
dollar cost averaging from the Guaranteed Account. If dollar cost averaging is
stopped with respect to amounts invested in the Fixed Account, the remaining
balance will be transferred to the money market subaccount.
Dollar cost averaging neither ensures a profit nor guarantees against loss in a
declining market. You should consider your financial ability to continue
purchases through periods of low price levels. There is no additional charge for
this program and transfers made under this program do not count as transfers
when determining the number of free transfers that may be made each calendar
year. For additional information about this program, contact your sales
representative or call us at the number listed in "Contract Overview--Questions:
Contacting the Company."
In certain states purchase payments allocated to the Fixed Account may require
participation in the dollar cost averaging program.
Dollar cost averaging is not available if you elect to participate in the
account rebalancing program.
THE ACCOUNT REBALANCING PROGRAM. Account rebalancing allows you to reallocate
your account value to match the investment allocations you originally selected.
Only account values invested in the subaccounts may be rebalanced. We
automatically reallocate your account value annually (or more frequently as we
allow). Account rebalancing neither ensures a profit nor guarantees against loss
in a declining market. There is no additional charge for this program and
transfers made under this program do not count as transfers when determining the
number of free transfers that may be made each calendar year. You may
participate in this program by completing the account rebalancing section of
your application or by contacting us at the address and/or number listed in
"Contract Overview--Questions: Contacting the Company."
Account rebalancing is not available if you elect to participate in the dollar
cost averaging program.
13
<PAGE>
PURCHASE AND RIGHTS
----------------------------------------------
HOW TO PURCHASE.
-- Individual Contracts. In some states, where group contracts are not
available, you may purchase the contract directly from us by completing an
application and delivering it and your initial purchase payment to us. Upon
our approval we will issue you a contract and set up an account for you under
the contract.
-- Group Contracts. In most states we have distributors, usually broker-dealers
or banks, who hold the contract as a group contract (see "Other Topics--
Contract Distribution"). You may purchase an interest (or, in other words,
participate) in the group contract by contacting a distributor and completing
an application and delivering it with your initial purchase payment to that
distributor. Upon our approval, we will set up an account for you under the
group contract and issue you a certificate showing your rights under the
contract.
-- Joint Contracts (generally spouses). For a nonqualified contract, you may
participate in a group contract as a joint contract holder. References to
"contract holder" in this prospectus mean both contract holders under joint
contracts. Tax law prohibits the purchase of qualified contracts by joint
contract holders.
MAXIMUM ISSUE AGE. Unless otherwise restricted by state law, the maximum age
for you and the annuitant (if you are not the annuitant) on the date we
establish your account is 90.
YOUR RIGHTS UNDER THE CONTRACT.
-- Individual Contracts. You have all contract rights.
-- Group Contracts. The holder of the group contract has title to the contract
and, generally, only the right to accept or reject any modifications to the
contract. You have all other rights to your account under the contract.
-- Joint Contracts. Joint contract holders have equal rights under the contract
with respect to their account. All rights under the contract must be
exercised by both joint contract holders with the exception of transfers
among investment options. See the "Death Benefit" section for the rights of
the surviving joint contract holder upon the death of a joint contract holder
prior to the income phase start date.
PURCHASE PAYMENT METHODS. The following purchase payment methods are allowed:
-- One lump sum;
-- Periodic payments; or
-- Transfer or rollover from a pre-existing retirement plan or account.
We reserve the right to reject any purchase payments to a prospective or
existing account without advance notice.
PURCHASE PAYMENT AMOUNTS. The minimum initial purchase payment amount is
$25,000.
The Tax Code imposes a maximum limit on annual purchase payments to qualified
contracts which may be excluded from your gross income.
14
<PAGE>
Additional purchase payments must be at least $50 (we may change this amount
from time to time). A purchase payment of more than $1,000,000 will be allowed
only with our consent.
REDUCTION OF PURCHASE PAYMENT AMOUNTS. In certain circumstances we may reduce
the minimum initial or additional purchase payment amount we will accept under a
contract. Whether such a reduction is available will be based on consideration
of one or more of the following factors:
-- The size and type of the prospective group, if any, to which the reduction
would apply;
-- The method and frequency of purchase payments to be made under the contract;
and
-- The amount of compensation to be paid to distributors and their registered
representative on each purchase payment.
Any reduction of the minimum initial or additional purchase payment amount will
not be unfairly discriminatory against any person. We will make any such
reduction according to our own rules in effect at the time the purchase payment
is received. We reserve the right to change these rules from time to time.
ACCEPTANCE OR REJECTION OF YOUR APPLICATION. We must accept or reject your
application within two business days of receipt. If the application is
incomplete, we may hold any forms and accompanying purchase payment(s) for five
business days. We may hold purchase payments for longer periods, pending
acceptance of the application, only with your permission. If the application is
rejected, the application and any purchase payments will be returned to you.
ALLOCATING PURCHASE PAYMENTS TO THE INVESTMENT OPTIONS. We will allocate your
purchase payments among the investment options you select. Allocations must be
in whole percentages and there may be limits on the number of investment options
you may select. When selecting investment options you may find it helpful to
review the "Investment Options" section.
15
<PAGE>
RIGHT TO CANCEL
----------------------------------------------
WHEN AND HOW TO CANCEL. You may cancel your contract within ten days of receipt
(some states require more than ten days) by returning it to our Home Office
along with a written notice of cancellation.
REFUNDS. We will issue you a refund within seven days of our receipt of your
contract and written notice of cancellation. Unless your state requires
otherwise or unless you purchased an IRA, your refund will equal the purchase
payments made plus any earnings or minus any losses attributable to those
purchase payments allocated among the subaccounts. In other words, you will bear
the entire investment risk for amounts allocated among the subaccounts during
this period and the amount refunded could be less than the amount paid. If your
state requires or if you purchased an IRA, we will refund all purchase payments
made.
If the purchase payments for your canceled contract came from a rollover from
another contract issued by us or one of our affiliates where an early withdrawal
charge was reduced or eliminated, the purchase payments will be restored to your
prior contract.
16
<PAGE>
[SIDE NOTE]
TYPES OF FEES
There are four types of fees or deductions that may affect your account.
TRANSACTION FEE
- Transfer Charge
FEES DEDUCTED FROM INVESTMENTS IN THE SEPARATE ACCOUNT
- Mortality and Expense Risk Charge
- Administrative Expense Charge
FEES DEDUCTED BY THE FUNDS
- Investment Advisory Fees
- Other Expenses
PREMIUM AND OTHER TAXES
[END SIDE NOTE]
FEES
----------------------------------------------
The following repeats and adds to information provided in the "Fee Table"
section. Please review both sections for information on fees.
TRANSACTION FEE
TRANSFER CHARGE
AMOUNT. During the accumulation phase we currently allow you 12 free transfers
each account year. We reserve the right to charge $10 for each additional
transfer. We currently do not impose this charge.
PURPOSE. This charge reimburses us for administrative expenses associated with
transferring your dollars among investment options.
FEES DEDUCTED FROM INVESTMENTS IN THE SEPARATE ACCOUNT
MORTALITY AND EXPENSE RISK CHARGE
MAXIMUM AMOUNT. During the accumulation phase this charge, on an annual basis,
is equal to 0.35% of your account value invested in the subaccounts.
During the income phase this charge, on an annual basis, is equal to 1.25% of
amounts held in the subaccounts.
WHEN/HOW. We deduct this charge daily from the subaccounts corresponding to the
funds you select. We do not deduct this charge from any fixed interest option.
PURPOSE. This charge compensates us for the mortality and expense risks we
assume under the contract.
-- The mortality risks are those risks associated with our promises to pay the
death benefit available under the contract and to make lifetime income phase
payments based on annuity rates specified in the contract.
-- The expense risk is the risk that the actual expenses we incur under the
contract will exceed the maximum costs that we can charge. If the amount we
deduct for this charge is not enough to cover our mortality and expense risk
costs 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.
ADMINISTRATIVE EXPENSE CHARGE
MAXIMUM AMOUNT. During the accumulation phase this charge, on an annual basis,
is equal to 0.15% of your account value invested in the subaccounts.
There is currently no administrative expense charge during the income phase. We
reserve the right, however, to assess an annual administrative expense charge of
up to 0.25% during the income phase.
WHEN/HOW. If imposed, we deduct this charge daily from the subaccounts
corresponding to the funds you select. We do not deduct this charge from the
fixed interest options. This charge may be assessed during the accumulation
phase or the income phase. If we are imposing this charge when you enter the
income phase, the fee will apply to you during the entire income phase.
PURPOSE. This charge helps defray our administrative expenses that cannot be
covered by the mortality and expense risk charge described above. This charge
17
<PAGE>
is not intended to exceed the average expected cost of administering the
contract. We do not expect to make a profit from this charge.
REDUCTION OR ELIMINATION OF CERTAIN FEES
When sales of the contract are made to individuals or a group of individuals in
a manner that results in savings of sales or administrative expenses, we may
reduce or eliminate the mortality and expense risk charge or administrative
expense charge. Our decision to reduce or eliminate any of these fees will be
based on one or more of the following:
-- The size and type of group to whom the contract is issued;
-- The amount of expected purchase payments;
-- A prior or existing relationship with the Company, such as being an employee
or former employee of the Company or one of our affiliates, receiving
distributions or making transfers from other contracts issued by us or one of
our affiliates or transferring amounts held under qualified retirement plans
sponsored by us or one of our affiliates;
-- The type and frequency of administrative and sales services provided; or
-- The sale of the contract through a distributor with which you have an asset
based fee arrangement and to which we pay an asset based distribution
allowance rather than a commission (see "Other Topics--Contract Distribution"
and "Payment of Commissions").
The reduction or elimination of any of these fees will not be unfairly
discriminatory against any person and will be done according to our rules in
effect at the time the contract is issued. We reserve the right to change these
rules from time to time. The right to reduce or eliminate any of these fees may
be subject to state approval.
FEES DEDUCTED BY THE FUNDS
MAXIMUM AMOUNT. Each fund's advisory fee and expenses are different. They are
set forth in "Fee Table--Fees Deducted by the Funds" and described in more
detail in each fund prospectus.
WHEN/HOW. A fund's fees and expenses are not deducted from your account value.
Instead, they are reflected in the daily value of fund shares, which in turn
will affect the daily value of the subaccounts.
PURPOSE. These fees and expenses help to pay the fund's investment adviser and
operating expenses.
PREMIUM AND OTHER TAXES
MAXIMUM AMOUNT. Some states and municipalities charge a premium tax on
annuities. These taxes currently range from 0% to 4%, depending upon the
jurisdiction.
WHEN/HOW. We reserve the right to deduct premium taxes from your account value
or from purchase payments to the account at any time, but not before there is a
tax liability under state law. Our current practice is to deduct premium taxes
at the time of a complete withdrawal or, at the commencement of income phase
payments, to reflect the cost of premium taxes in our income phase payment
rates.
In addition, we reserve the right to assess a charge for any federal taxes due
against the separate account. See "Taxation."
18
<PAGE>
YOUR ACCOUNT VALUE
----------------------------------------------
During the accumulation phase your account value at any given time equals:
-- The current dollar value of amounts invested in the subaccounts; plus
-- The current dollar values of amounts invested in the fixed interest options,
including interest earnings to date.
SUBACCOUNT ACCUMULATION UNITS. When you select a fund as an investment option
your account dollars invest in "accumulation units" of the Variable Annuity
Account B subaccount corresponding to that fund. The subaccount invests directly
in the fund shares. The value of your interests in a subaccount is expressed as
the number of accumulation units you hold multiplied by an "accumulation unit
value", as described below, for each unit.
ACCUMULATION UNIT VALUE (AUV). The value of each accumulation unit in a
subaccount is called the accumulation unit value or AUV. The AUV varies daily in
relation to the underlying fund's investment performance. The value also
reflects deductions for fund fees and expenses, the mortality and expense risk
charge and the administrative expense charge (if any). We discuss these
deductions in more detail in "Fee Table" and "Fees."
VALUATION. We determine the AUV every normal business day after the close of
the New York Stock Exchange. At that time we calculate the current AUV by
multiplying the AUV last calculated by the "net investment factor" of the
subaccount. The net investment factor measures the investment performance of the
subaccount from one valuation to the next.
Current AUV = Prior AUV x Net Investment Factor
NET INVESTMENT FACTOR. The net investment factor for a subaccount between two
consecutive valuations equals the sum of 1.0000 plus the net investment rate.
NET INVESTMENT RATE. The net investment rate is computed according to a formula
that is equivalent to the following:
-- The net assets of the fund held by the subaccount as of the current
valuation; minus
-- The net assets of the fund held by the subaccount at the preceding valuation;
plus or minus
-- Taxes or provisions for taxes, if any, due to subaccount operations (with any
federal income tax liability offset by foreign tax credits to the extent
allowed); divided by
-- The total value of the subaccount's units at the preceding valuation; minus
-- A daily deduction for the mortality and expense risk charge, the
administrative expense charge (if any) and any other fees deducted from
investments in the separate account. See "Fees."
The net investment rate may be either positive or negative.
19
<PAGE>
HYPOTHETICAL ILLUSTRATION. As a hypothetical illustration assume that your
initial purchase payment to a qualified contract is $5,000 and you direct us to
invest $3,000 in Fund A and $2,000 in Fund B. Also assume that on the day we
receive the purchase payment the applicable AUVs after the next close of
business of the New York Stock Exchange are $10 for Subaccount A and $20 for
Subaccount B. Your account is credited with 300 accumulation units of Subaccount
A and 100 accumulation units of Subaccount B.
STEP 1: You make an initial purchase
payment of $5000.
STEP 2:
A. You direct us to invest $3,000 in
Fund A. The purchase payment
purchases 300 accumulation units of
Subaccount A ($3,000 divided by the
current $10 AUV).
B. You direct us to invest $2,000 in
Fund B. The purchase payment
purchases 100 accumulation units of
Subaccount B ($2,000 divided by the
current $20 AUV).
STEP 3: The separate account purchases
shares of the applicable funds at the
then current market value (net asset
value or NAV).
Each fund's subsequent investment
performance, expenses and charges, and
the daily charges deducted from the
subaccount, will cause the AUV to move
up or down on a daily basis.
[CHART]
PURCHASE PAYMENTS TO YOUR ACCOUNT. If all or a portion of your initial purchase
payment is directed to the subaccounts, it will purchase subaccount accumulation
units at the AUV next computed after our acceptance of your application as
described in "Purchase and Rights." Subsequent purchase payments or transfers
directed to the subaccounts will purchase subaccount accumulation units at the
AUV next computed following our receipt of the purchase payment or transfer
request in good order. The value of subaccounts may vary day to day.
20
<PAGE>
[SIDE NOTE]
TAXES, FEES AND DEDUCTIONS
Amounts withdrawn may be subject to one or more of the following:
--Market Value Adjustment for amounts held in the Guaranteed Account (see
Appendix I and the Guaranteed Account prospectus)
--Tax Penalty (see "Taxation")
--Tax Withholding (see "Taxation")
To determine which may apply to you, refer to the appropriate sections of this
prospectus, contact your sales representative or call us at the number listed in
"Contract Overview--Questions: Contacting the Company."
[END SIDE NOTE]
WITHDRAWALS
----------------------------------------------
You may withdraw all or a portion of your account value at any time during the
accumulation phase. If you participate in the contract through a 403(b) plan,
certain restrictions apply. See "Restrictions on Withdrawals From 403(b) Plan
Accounts."
STEPS FOR MAKING A WITHDRAWAL
-- Select the withdrawal amount.
(1) Full Withdrawal: You will receive, reduced by any required withholding tax,
your account value allocated to the subaccounts, the Guaranteed Account
(plus or minus any applicable market value adjustment) and the Fixed
Account.
(2) Partial Withdrawal (Percentage or Specified Dollar Amount): You will
receive, reduced by any required withholding tax, the amount you specify,
subject to the value available in your account. However, the amount actually
withdrawn from your account will be adjusted by any positive or negative
market value adjustment for amounts withdrawn from the Guaranteed Account.
See Appendices I and II and the Guaranteed Account prospectus for more
information about withdrawals from the Guaranteed Account and the Fixed
Account.
-- Select investment options. If you do not specify this, we will withdraw
dollars proportionally from each of your investment options.
-- Properly complete a disbursement form and deliver it to our Home Office.
RESTRICTIONS ON WITHDRAWALS FROM 403(b) PLAN ACCOUNTS
Under Section 403(b) contracts, the withdrawal of salary reduction contributions
and earnings on such contributions is generally prohibited prior to the
participant's death, disability, attainment of age 59 1/2, separation from
service or financial hardship. See "Taxation."
CALCULATION OF YOUR WITHDRAWAL. We determine your account value every normal
business day after the close of the New York Stock Exchange. We pay withdrawal
amounts based on your account value as of the next valuation after we receive a
request for withdrawal in good order at our Home Office.
DELIVERY OF PAYMENT. Payments for withdrawal requests will be made in
accordance with SEC requirements. Normally, your withdrawal amount will be sent
no later than seven calendar days following our receipt of a properly-completed
disbursement form in good order.
REINSTATING A FULL WITHDRAWAL. Within 30 days after a full withdrawal, if
allowed by law and the contract, you may elect to reinstate all or a portion of
your withdrawal. We must receive any reinstated amounts within 60 days of the
withdrawal. We reserve the right, however, to accept a reinstatement election
received more than 30 days after the withdrawal and accept proceeds received
more than 60 days after the withdrawal. We will credit your account for the
amount reinstated based on the subaccount values next computed following our
receipt of your request and the amount to be reinstated. We will invest the
21
<PAGE>
reinstated amounts in the same investment options and proportions in place at
the time of withdrawal. If you withdraw amounts from a series of the Aetna GET
Fund and then elect to reinstate them, we will reinstate them in a GET Fund
series then accepting deposits, if one is available. If one is not available, we
will reallocate your GET amounts among the other investment options in which you
invested, on a pro rata basis. The reinstatement privilege may be used only
once. Special rules apply to reinstatement of amounts withdrawn from the
Guaranteed Account (see Appendix I and the Guaranteed Account prospectus). We
will not credit your account for market value adjustments that we deducted at
the time of your withdrawal. Seek competent advice regarding the tax
consequences associated with reinstatement.
22
<PAGE>
[SIDE NOTE]
FEATURES OF A SYSTEMATIC DISTRIBUTION OPTION
A systematic distribution option allows you to receive regular payments from
your contract without moving into the income phase. By remaining in the
accumulation phase, you retain certain rights and investment flexibility not
available during the income phase.
[END SIDE NOTE]
SYSTEMATIC DISTRIBUTION OPTIONS
----------------------------------------------
The following systematic distribution options may be available:
-- SWO--SYSTEMATIC WITHDRAWAL OPTION. SWO is a series of automatic partial
withdrawals from your account based on a payment method you select. Consider
this option if you would like a periodic income while retaining investment
flexibility for amounts accumulated in the account.
-- ECO--ESTATE CONSERVATION OPTION. ECO offers the same investment flexibility
as SWO, but is designed for those who want to receive only the minimum
distribution that the Tax Code requires each year. Under ECO we calculate the
minimum distribution amount required by law, generally at age 70 1/2 and pay
you that amount once a year. ECO is not available under nonqualified
contracts. A market value adjustment will not be applied to any part of your
account value paid under an ECO.
-- LEO--LIFE EXPECTANCY OPTION. LEO provides for annual payments for a number of
years equal to your life expectancy or the life expectancy of you and a
designated beneficiary. It is designed to meet the substantially equal
periodic payment exception to the 10% premature distribution penalty under
Tax Code section 72. See "Taxation."
OTHER SYSTEMATIC DISTRIBUTION OPTIONS. We may add additional systematic
distribution options from time to time. You may obtain additional information
relating to any of the systematic distribution options from your sales
representative or by calling us at the number listed in "Contract Overview--
Questions: Contacting the Company."
SYSTEMATIC DISTRIBUTION OPTION AVAILABILITY. If allowed by applicable law, we
may discontinue the availability of one or more of the systematic distribution
options for new elections at any time and/or to change the terms of future
elections.
ELIGIBILITY FOR A SYSTEMATIC DISTRIBUTION OPTION. To determine if you meet the
age and account value criteria and to assess terms and conditions that may
apply, contact your sales representative or the Company at the number listed in
"Contract Overview--Questions: Contacting the Company."
TERMINATING A SYSTEMATIC DISTRIBUTION OPTION. You may revoke a systematic
distribution option at any time by submitting a written request to our Home
Office. ECO, once revoked, may not, unless allowed under the Tax Code, be
elected again.
CHARGES AND TAXATION. When you elect a systematic distribution option your
account value remains in the accumulation phase and subject to the charges and
deductions described in the "Fees" and "Fee Table" sections. Taking a withdrawal
under a systematic distribution option may have tax consequences. If you are
concerned about tax implications, consult a qualified tax adviser before
electing an option.
23
<PAGE>
[SIDE NOTE]
This section provides information about the death benefit during the
accumulation phase. For death benefit information applicable to the income
phase, see "The Income Phase."
TERMS TO UNDERSTAND:
ACCOUNT YEAR/ACCOUNT ANNIVERSARY: A period of 12 months measured from the date
we established your account and each anniversary of this date. Account
anniversaries are measured from this date.
ANNUITANT(S): The person(s) on whose life or life expectancy(ies) the income
phase payments are based.
BENEFICIARY(IES): The person(s) or entity(ies) entitled to receive a death
benefit under the contract.
CLAIM DATE: The date proof of death and the beneficiary's right to receive the
death benefit are received in good order at our Home Office.
CONTRACT HOLDER (YOU/YOUR): The contract holder of an individually owned
contract or the certificate holder of a group contract. The contract holder and
annuitant may be the same person.
[END SIDE NOTE]
DEATH BENEFIT
----------------------------------------------
DURING THE ACCUMULATION PHASE
WHO RECEIVES THE DEATH BENEFIT? If you would like certain individuals or
entities to receive the death benefit when it becomes payable, you may name them
as your beneficiaries. However, if you are a joint contract holder and you die,
the beneficiary will automatically be the surviving joint contract holder. In
this circumstance any other beneficiary you named will be treated as the primary
or contingent beneficiary, as originally named, of the surviving joint contract
holder. The surviving joint contract holder may change the beneficiary
designation. If you die and no beneficiary exists, the death benefit will be
paid in a lump sum to your estate.
DESIGNATING YOUR BENEFICIARY. You may designate a beneficiary on your
application or by contacting your sales representative or us as indicated in
"Contract Overview--Questions: Contacting the Company."
WHEN IS A DEATH BENEFIT PAYABLE? During the accumulation phase a death benefit
is payable when the annuitant or the contract holder dies. If there are joint
contract holders, the death benefit is payable when either one dies.
DEATH BENEFIT AMOUNT. On the death of the annuitant, the amount of the death
benefit is equal to the greater of (1) the sum of all purchase payments,
adjusted for amounts withdrawn or applied to an income phase payment option as
of the claim date, or (2) the account value on the claim date.
On the death of a contract holder (including a spousal beneficiary who continues
the account) who is not also the annuitant, the amount of the death benefit is
equal to the account value on the date the payment is processed, plus or minus
any market value adjustment.
ADJUSTMENT. For purposes of determining the death benefit payable on the death
of the annuitant, the adjustment for purchase payments made will be dollar for
dollar. The adjustment for amounts withdrawn or applied to an income phase
payment option will be proportionate, reducing the sum of all purchase payments
made in the same proportion that the account value was reduced on the date of
the withdrawal or application to an income phase payment option.
DEATH BENEFIT GREATER THAN THE ACCOUNT VALUE. On the claim date, if the amount
of the death benefit is greater than the account value, the amount by which the
death benefit exceeds the account value will be deposited and allocated to the
money market subaccount available under the contract, thereby increasing the
account value available to the beneficiary to an amount equal to the death
benefit. Prior to the election of a method of payment of the death benefit by
the beneficiary, the account value will remain in the account and continue to be
affected by the investment performance of the investment option(s) selected. The
beneficiary has the right to allocate or transfer any amount to any available
investment option (subject to a market value adjustment, as applicable). The
amount paid to the beneficiary will equal the adjusted account value on the day
the payment is processed.
24
<PAGE>
DEATH BENEFIT AMOUNT IN CERTAIN CASES
If the spousal beneficiary continues the account at the death of a contract
holder who was also the annuitant, the spousal beneficiary becomes the
annuitant. In determining the death benefit payable at the spousal beneficiary's
death, the account value on the claim date following the original contract
holder's/annuitant's death shall be treated as the spousal beneficiary's initial
purchase payment.
If the spousal beneficiary who is the annuitant continues the account at the
death of the contract holder who was not the annuitant, the annuitant will not
change. The death benefit payable at the spousal beneficiary's death shall be
determined as described above under "Death Benefit Amount."
GUARANTEED ACCOUNT. For amounts held in the Guaranteed Account, see Appendix I
for a discussion of the calculation of the death benefit.
DEATH BENEFIT--METHODS OF PAYMENT
FOR QUALIFIED CONTRACTS. Under a qualified contract, if the annuitant dies the
beneficiary may choose one of the following three methods of payment:
(1) Apply some or all of the account value, plus or minus any market value
adjustment, to any of the income phase payment options (subject to the Tax
Code distribution rules (see "Taxation--Minimum Distribution Requirements").
In this circumstance the Tax Code requires any portion of the account value,
plus or minus any market value adjustment, not distributed in installments
over the beneficiary's life or life expectancy, beginning within one year of
your death, must be paid within five years of your death. See "Taxation."
(2) Receive, at any time, a lump-sum payment equal to all or a portion of the
account value, plus or minus any market value adjustment.
(3) Elect SWO, ECO or LEO (described in "Systematic Distribution Options"),
provided the election would satisfy the Tax Code minimum distribution rules.
PAYMENTS FROM A SYSTEMATIC DISTRIBUTION OPTION. If the annuitant was receiving
payments under a systematic distribution option and died before the Tax Code's
required beginning date for minimum distributions, payments under the systematic
distribution option will stop. The beneficiary, or contract holder on behalf of
the beneficiary, may elect a systematic distribution option provided the
election is permitted under the Tax Code minimum distribution rules. If the
annuitant dies after the required beginning date for minimum distributions,
payments will continue as permitted under the Tax Code minimum distribution
rules, unless the option is revoked.
DISTRIBUTION REQUIREMENTS. Subject to Tax Code limitations, a beneficiary may
be able to defer distribution of the death benefit. Death benefit payments must
satisfy the distribution rules in Tax Code Section 401(a)(9). See "Taxation."
FOR NONQUALIFIED CONTRACTS.
(1) If you die and the beneficiary is your surviving spouse, or if you are a
non-natural person and the annuitant dies and the beneficiary is the
annuitant's surviving spouse, then the beneficiary becomes the successor
contract
25
<PAGE>
holder. In this circumstance the Tax Code does not require distributions
under the contract until the successor contract holder's death.
As the successor contract holder, the beneficiary may exercise all rights
under the account and has the following options:
(a) Continue the contract in the accumulation phase;
(b) Elect to apply some or all of the account value, plus or minus any
market value adjustment, to any of the income phase payment options; or
(c) Receive at any time a lump-sum payment equal to all or a portion of the
account value, plus or minus any market value adjustment.
(2) If you die and the beneficiary is not your surviving spouse, he or she may
elect option 1(b) or option 1(c) above (subject to the Tax Code distribution
rules). See "Taxation--Minimum Distribution Requirements."
(3) If you are a natural person but not the annuitant and the annuitant dies,
the beneficiary may elect option 1(b) or 1(c) above. If the beneficiary does
not elect option 1(b) within 60 days from the date of death, the gain, if
any, will be included in the beneficiary's income in the year the annuitant
dies.
PAYMENTS FROM A SYSTEMATIC DISTRIBUTION OPTION. If the contract holder or
annuitant dies and payments were being made under a SWO, payments will stop. A
beneficiary, however, may elect to continue the SWO.
TAXATION. In general, payments received by your beneficiary after your death
are taxed to the beneficiary in the same manner as if you had received those
payments. Additionally, your beneficiary may be subject to tax penalties if he
or she does not begin receiving death benefit payments within the time-frame
required by the Tax Code. See "Taxation."
26
<PAGE>
[SIDE NOTE]
We may have used the following terms in prior prospectuses:
ANNUITY PHASE--Income Phase
ANNUITY OPTION--Income Phase Payment Option
ANNUITY PAYMENT--Income Phase Payment
[END SIDE NOTE]
THE INCOME PHASE
----------------------------------------------
During the income phase you stop contributing dollars to your account and start
receiving payments from your accumulated account value.
INITIATING PAYMENTS. At least 30 days prior to the date you want to start
receiving payments you must notify us in writing of all of the following:
-- Payment start date;
-- Income phase payment option (see the income phase payment options table in
this section);
-- Payment frequency (i.e., monthly, quarterly, semi-annually or annually);
-- Choice of fixed, variable or a combination of both fixed and variable
payments; and
-- Selection of an assumed net investment rate (only if variable payments are
elected).
Your account will continue in the accumulation phase until you properly initiate
income phase payments. Once an income phase payment option is selected it may
not be changed.
WHAT AFFECTS PAYMENT AMOUNTS? Some of the factors that may affect the amount of
your income phase payments include your age, gender, account value, the income
phase payment option selected, the number of guaranteed payments (if any)
selected and whether you select fixed, variable or a combination of both fixed
and variable payments and, for variable payments, the assumed net investment
rate selected.
FIXED PAYMENTS. Amounts funding fixed income phase payments will be held in the
Company's general account. The amount of fixed payments does not vary with
investment performance over time.
VARIABLE PAYMENTS. Amounts funding your variable income phase payments will be
held in the subaccount(s) you select. Not all subaccounts available during the
accumulation phase may be available during the income phase. Payment amounts
will vary depending upon the performance of the subaccounts you select. For
variable income phase payments, you must select an assumed net investment rate.
ASSUMED NET INVESTMENT RATE. If you select variable income phase payments, you
must also select an assumed net investment rate of either 5% or 3 1/2%. If you
select a 5% rate, your first income phase payment will be higher, but subsequent
payments will increase only if the investment performance of the subaccounts you
selected is greater than 5% annually, after deduction of fees. Payment amounts
will decline if the investment performance is less than 5%, after deduction of
fees.
If you select a 3 1/2% rate, your first income phase payment will be lower and
subsequent payments will increase more rapidly or decline more slowly depending
upon changes to the net investment rate of the subaccounts you selected. For
more information about selecting an assumed net investment rate, call us for a
copy of the SAI. See "Contract Overview--Questions: Contacting the Company."
27
<PAGE>
MINIMUM PAYMENT AMOUNTS. The income phase payment option you select must result
in:
-- A first income phase payment of at least $50; and
-- Total yearly income phase payments of at least $250.
If your account value is too low to meet these minimum payment amounts, you will
receive one lump-sum payment. Unless prohibited by law, we reserve the right to
increase the minimum payment amount based on increases reflected in the Consumer
Price Index-Urban (CPI-U) since July 1, 1993.
RESTRICTIONS ON START DATES AND THE DURATION OF PAYMENTS. Income phase payments
may not begin during the first account year, or, unless we consent, later than
the later of:
(a) The first day of the month following the annuitant's 85(th) birthday; or
(b) The tenth anniversary of the last purchase payment made to your account.
Income phase payments will not begin until you have selected an income phase
payment option. Failure to select an income phase payment option by the later of
the annuitant's 85th birthday or the tenth anniversary of your last purchase
payment may have adverse tax consequences. You should consult with a qualified
tax adviser if you are considering delaying the selection of an income phase
payment option before the later of these dates.
For qualified contracts only, income phase payments may not extend beyond:
(a) The life of the annuitant;
(b) The joint lives of the annuitant and beneficiary;
(c) A guaranteed period greater than the annuitant's life expectancy; or
(d) A guaranteed period greater than the joint life expectancies of the
annuitant and beneficiary.
When income phase payments start the age of the annuitant plus the number of
years for which payments are guaranteed may not exceed 95.
See "Taxation" for further discussion of rules relating to income phase
payments.
CHARGES DEDUCTED.
-- If variable income phase payments are selected, we make a daily deduction for
mortality and expense risks from amounts held in the subaccounts. Therefore,
if you choose variable income phase payments and a nonlifetime income phase
payment option, we still make this deduction from the subaccounts you select,
even though we no longer assume any mortality risks. The amount of this
charge, on an annual basis, is equal to 1.25% of amounts invested in the
subaccounts. See "Fees--Mortality and Expense Risk Charge."
-- There is currently no administrative expense charge during the income phase.
We reserve the right, however, to charge an administrative expense charge of
up to 0.25% during the income phase. If imposed, we deduct this charge daily
from the subaccounts corresponding to the funds you select. If we are
imposing this charge when you enter the income phase, the charge will apply
to you during the entire income phase. See "Fees--Administrative Expense
Charge."
28
<PAGE>
DEATH BENEFIT DURING THE INCOME PHASE. The death benefits that may be available
to a beneficiary are outlined in the income phase payment options table below.
If a lump-sum payment is due as a death benefit, we will make payment within
seven calendar days after we receive proof of death acceptable to us and the
request for the payment in good order at our Home Office. If continuing income
phase payments are elected, the beneficiary may not elect to receive a lump sum
at a future date unless the income phase payment option specifically allows a
withdrawal right. We will calculate the value of any death benefit at the next
valuation after we receive proof of death and a request for payment. Such value
will be reduced by any payments made after the date of death.
BENEFICIARY RIGHTS. A beneficiary's right to elect an income phase payment
option or receive a lump-sum payment may have been restricted by the contract
holder. If so, such rights or options will not be available to the beneficiary.
PARTIAL ENTRY INTO THE INCOME PHASE. You may elect an income phase payment
option for a portion of your account dollars, while leaving the remaining
portion invested in the accumulation phase. Whether the Tax Code considers such
payments taxable as income phase payments or as withdrawals is currently
unclear; therefore, you should consult with a qualified tax adviser before
electing this option. The same or different income phase payment option may be
selected for the portion left invested in the accumulation phase.
TAXATION. To avoid certain tax penalties, you or your beneficiary must meet the
distribution rules imposed by the Tax Code. Additionally, when selecting an
income phase payment option, the Tax Code requires that your expected payments
will not exceed certain durations. See "Taxation" for additional information.
INCOME PHASE PAYMENT OPTIONS.
The following table lists the income phase payment options and accompanying
death benefits available during the income phase. We may offer additional income
phase payment options under the contract from time to time. Once income phase
payments begin the income phase payment option selected may not be changed.
TERMS TO UNDERSTAND:
ANNUITANT(S): The person(s) on whose life expectancy(ies) the income phase
payments are based.
BENEFICIARY(IES): The person(s) or entity(ies) entitled to receive a death
benefit under the contract.
29
<PAGE>
LIFETIME PAYMENT OPTIONS
--------------------------------------------------------------------------------
<TABLE>
<S> <C>
LENGTH OF PAYMENTS: For as long as the annuitant lives. It
is possible that only one payment will be made if the
Life Income annuitant dies prior to the second payment's due date.
DEATH BENEFIT--NONE: All payments end upon the annuitant's
death.
-----------------------------------------------------------------------------------
LENGTH OF PAYMENTS: For as long as the annuitant lives, with
payments guaranteed for your choice of 5 to 30 years or as
otherwise specified in the contract.
Life Income-- DEATH BENEFIT--PAYMENT TO THE BENEFICIARY: If the annuitant
Guaranteed dies before we have made all the guaranteed payments, we
Payments will continue to pay the beneficiary the remaining payments,
unless the beneficiary elects to receive a lump-sum payment
equal to the present value of the remaining guaranteed
payments.
-----------------------------------------------------------------------------------
LENGTH OF PAYMENTS: For as long as either annuitant lives.
It is possible that only one payment will be made if both
annuitants die before the second payment's due date.
CONTINUING PAYMENTS: When you select this option you choose
for:
Life Income--Two (a) 100%, 66 2/3% or 50% of the payment to continue to the
Lives surviving annuitant after the first death; or
(b) 100% of the payment to continue to the annuitant on the
second annuitant's death, and 50% of the payment to continue
to the second annuitant on the annuitant's death.
DEATH BENEFIT--NONE: All payments end upon the death of both
annuitants.
-----------------------------------------------------------------------------------
LENGTH OF PAYMENTS: For as long as either annuitant lives,
with payments guaranteed from 5 to 30 years or as otherwise
specified in the contract.
CONTINUING PAYMENTS: 100% of the payment to continue to the
Life Income--Two surviving annuitant after the first death.
Lives-- DEATH BENEFIT--PAYMENT TO THE BENEFICIARY: If both
Guaranteed annuitants die before we have made all the guaranteed
Payments payments, we will continue to pay the beneficiary the
remaining payments, unless the beneficiary elects to receive
a lump-sum payment equal to the present value of the
remaining guaranteed payments.
-----------------------------------------------------------------------------------
Life Income-- LENGTH OF PAYMENTS: For as long as the annuitant lives.
Cash Refund Option DEATH BENEFIT--PAYMENT TO THE BENEFICIARY: Following the
(limited annuitant's death, we will pay a lump sum payment equal to
availability-- the amount originally applied to the income phase payment
fixed payments option (less any applicable premium tax) and less the total
only) amount of income payments paid.
-----------------------------------------------------------------------------------
LENGTH OF PAYMENTS: For as long as either annuitant lives.
Life Income--Two CONTINUING PAYMENTS: 100% of the payment to continue after
Lives--Cash Refund the first death.
Option (limited DEATH BENEFIT--PAYMENT TO THE BENEFICIARY: When both
availability-- annuitants die we will pay a lump-sum payment equal to the
fixed payments amount applied to the income phase payment option (less any
only) applicable premium tax) and less the total amount of income
payments paid.
-----------------------------------------------------------------------------------
NONLIFETIME PAYMENT OPTION
-----------------------------------------------------------------------------------
LENGTH OF PAYMENTS: You may select payments for 5 to 30
years. In certain cases a lump-sum payment may be requested
at any time (see below).
Nonlifetime-- DEATH BENEFIT--PAYMENT TO THE BENEFICIARY: If the annuitant
Guaranteed dies before we make all the guaranteed payments, we will
Payments continue to pay the beneficiary the remaining payments,
unless the beneficiary elects to receive a lump-sum payment
equal to the present value of the remaining guaranteed
payments. We will not impose any early withdrawal charge.
-----------------------------------------------------------------------------------
LUMP-SUM PAYMENT: If the "Nonlifetime--Guaranteed Payments" option is elected with
variable payments, you may request at any time that all or a portion of the
present value of the remaining payments be paid in one lump sum. Lump-sum payments
will be sent within seven calendar days after we receive the request for payment
in good order at the Home Office.
</TABLE>
--------------------------------------------------------------------------------
CALCULATION OF LUMP-SUM PAYMENTS: If a lump-sum payment is available under the
income phase payment options above, the rate used to calculate the present value
of the remaining guaranteed payments is the same rate we used to calculate the
income phase payments (i.e., the actual fixed rate used for fixed payments or
the 3 1/2% or 5% assumed net investment rate used for variable payments).
30
<PAGE>
[SIDE NOTE]
IN THIS SECTION
INTRODUCTION
CONTRACT TYPE
WITHDRAWALS AND OTHER DISTRIBUTIONS
- Taxation of Distributions
- 10% Penalty Tax
- Withholding for Federal Income Tax Liability
MINIMUM DISTRIBUTION REQUIREMENTS
- 50% Excise Tax
- Minimum Distribution of Death Benefit Proceeds (403(b) Plans and 408A IRAs)
- Minimum Distribution of Death Benefit Proceeds (Nonqualified Contracts)
RULES SPECIFIC TO CERTAIN PLANS
- 403(b) Plans
- 408(b) and 408A IRAs
TAXATION OF NONQUALIFIED CONTRACTS
TAXATION OF THE COMPANY
When consulting a tax adviser, be certain that he or she has expertise in the
Tax Code sections applicable to your tax concerns.
[END SIDE NOTE]
TAXATION
----------------------------------------------
INTRODUCTION
This section discusses our understanding of current federal income tax laws
affecting the contract. You should keep the following in mind when reading it:
-- Your tax position (or the tax position of the beneficiary, as applicable)
determines federal taxation of amounts held or paid out under the contract;
-- Tax laws change. It is possible that a change in the future could affect
contracts issued in the past;
-- This section addresses federal income tax rules and does not discuss federal
estate and gift tax implications, state and local taxes or any other tax
provisions;
-- We do not make any guarantee about the tax treatment of the contract or any
transaction involving the contract; and
-- Contract holder means the contract holder of an individually owned contract
or the certificate holder of a group contract.
------------------------------------------------
We do not intend this information to be tax advice. For advice about the
effect of federal income taxes or any other taxes on amounts held or paid out
under the contract, consult a tax adviser. For more comprehensive information
contact the Internal Revenue Service (IRS).
------------------------------------------------
TAXATION OF GAINS PRIOR TO DISTRIBUTION. You will generally not pay taxes on
any earnings from the annuity contract described in this prospectus until they
are withdrawn. Tax-qualified retirement arrangements under Tax Code sections
408(a), 408(b), 408A and 403(b) also generally defer payment of taxes on
earnings until they are withdrawn. (See "Taxation of Distributions" later in
this "Taxation" section for a discussion of how distributions under the various
types of arrangements are taxed.) If you are considering funding one of these
tax-qualified retirement arrangements with an annuity contract, you should know
that the annuity contract does not provide any additional tax deferral of
earnings beyond the tax deferral provided by the tax-qualified retirement
arrangement. However, annuities do provide other features and benefits which may
be valuable to you. You should discuss your decision with your financial
representative.
Additionally, although earnings under the contract are generally not taxed until
withdrawn, the IRS has stated in published rulings that a variable contract
owner will be considered the owner of separate account assets if the owner
possesses incidents of investment control over the assets. In these
circumstances income and gains from the separate account assets would be
includible in the variable contract owner's gross income. The Treasury announced
that it will issue guidance regarding the extent to which owners could direct
their investments among subaccounts without being treated as owners of the
underlying assets of the separate account. It is possible that the Treasury's
position, when announced, may adversely affect the tax treatment of existing
contracts. The Company therefore reserves the right to modify the contract as
necessary to attempt to prevent a contract holder from being considered the
federal tax owner of a pro rata share of the assets of the separate account.
DIVERSIFICATION. Tax Code section 817(h) requires that in a nonqualified
contract the investments of the funds be "adequately diversified" in accordance
31
<PAGE>
with Treasury Regulations in order for the contract to qualify as an annuity
contract under federal tax law. The separate account, through the funds, intends
to comply with the diversification requirements prescribed by the Treasury in
Reg. Sec. 1.817-5, which affects how the funds' assets may be invested.
CONTRACT TYPE
The contract is designed to be used as a nonqualified deferred annuity,
including contracts offered to a custodian for an Individual Retirement Account
as described in Tax Code section 408(a), and with certain qualified retirement
arrangements under Tax Code sections 403(b), 408(b) or 408A. The contract is not
available as a SIMPLE IRA under Tax Code Section 408(p).
TAX RULES. The tax rules vary according to whether the contract is a
nonqualified contract or used with a qualified retirement arrangement. If used
with a qualified retirement arrangement, you need to know the Tax Code section
under which your arrangement qualifies. Contact your plan sponsor, sales
representative or us to learn which Tax Code section applies to your
arrangement.
THE CONTRACT. Contract holders are responsible for determining that
contributions, distributions and other transactions satisfy applicable laws.
Legal counsel and a tax adviser should be consulted regarding the suitability of
the contract. If the contract is purchased in conjunction with a retirement
plan, the plan is not a part of the contract and we are not bound by the plan's
terms or conditions.
WITHDRAWALS AND OTHER DISTRIBUTIONS
Certain tax rules apply to distributions from the contract. A distribution is
any amount taken from the contract including withdrawals, income phase payments,
rollovers, exchanges and death benefit proceeds. We report the taxable portion
of all distributions to the IRS.
TAXATION OF DISTRIBUTIONS
NONQUALIFIED CONTRACTS. A full withdrawal of a nonqualified contract is taxable
to the extent that the amount received exceeds the investment in the contract. A
partial withdrawal is taxable to the extent that the account value immediately
before the withdrawal exceeds the investment in the contract. In other words, a
partial withdrawal is treated first as a withdrawal of taxable earnings.
For income phase payments, a portion of each payment which represents the
investment in the contract is not taxable. An exclusion ratio is calculated to
determine the nontaxable portion.
For fixed income phase payments, in general, there is no tax on the portion of
each payment which represents the same ratio that the investment in the contract
bears to the total dollar amount of the expected payments as defined in Tax Code
section 72(c). The entire income phase payment will be taxable once the
recipient has recovered the investment in the contract.
For variable income phase payments, an equation is used to establish a specific
dollar amount of each payment that is not taxed. The dollar amount is determined
by dividing the investment in the contract by the total number of expected
periodic payments. The entire income phase payment will be taxable once the
recipient has recovered the investment in the contract.
32
<PAGE>
All deferred nonqualified annuity contracts that are issued by the Company (or
its affiliates) to the same contract holder during any calendar year are treated
as one annuity contract for purposes of determining the amount includible in
gross income under Tax Code section 72(e). In addition, the Treasury Department
has specific authority to issue regulations that prevent the avoidance of Tax
Code section 72(e) through the serial purchase of annuity contracts or
otherwise.
403(b) PLANS. All distributions from these plans are taxed as received unless
either of the following is true:
-- The distribution is rolled over to another plan of the same type or to a
traditional IRA in accordance with the Tax Code; or
-- You made after-tax contributions to the plan. In this case, depending upon
the type of distribution, the amount will be taxed according to the
rules detailed in the Tax Code.
408(b) IRAS. All distributions from a traditional IRA are taxed as received
unless either one of the following is true:
-- The distribution is rolled over to another traditional IRA or, if the IRA
contains only amounts previously rolled over from a 401(a), 401(k) or
403(b) plan, the distribution is transferred to another plan of the same
type; or
-- You made after-tax contributions to the plan. In this case the distribution
will be taxed according to rules detailed in the Tax Code.
408A ROTH IRAS. A qualified distribution from a Roth IRA is not taxed when it
is received. A qualified distribution is a distribution:
-- Made after the five-taxable year period beginning with the first taxable year
for which a contribution was made; and
-- Made after you attain age 59 1/2, die, become disabled as defined in the Tax
Code or for a qualified first-time home purchase.
If a distribution is not qualified, it will be taxable to the extent of the
accumulated earnings. A partial distribution will first be treated as a return
of contributions which is not taxable and then as taxable accumulated earnings.
TAXATION OF DEATH BENEFIT PROCEEDS. In general, payments received by your
beneficiary after your death are taxed in the same manner as if you had received
those payments.
10% PENALTY TAX
Under certain circumstances the Tax Code may impose a 10% penalty tax on the
taxable portion of any distribution from a nonqualified contract or from a
contract used with a 403(b), 408(b) or 408A arrangement.
An exception to the 10% penalty tax discussed below requires that the payment or
distribution be part of a series of substantially equal periodic payments. If
you select an increasing annuity or an early withdrawal of the value of
remaining income payments, the payment or distribution may be subject to the
33
<PAGE>
10% penalty tax unless one of the other exceptions applies. You should consult
with a tax adviser to determine how this will affect your tax liability.
NONQUALIFIED CONTRACTS. The 10% penalty tax does not apply to the taxable
portion of distributions made under certain exceptions, including one or more of
the following:
(a) You have attained age 59 1/2;
(b) You have become disabled as defined in the Tax Code;
(c) You have died;
(d) The distribution is made in substantially equal periodic payments (at least
annually) over your life or life expectancy or the joint lives or joint
life expectancies of you and your beneficiary; or
(e) The distribution is allocable to investment in the contract before
August 14, 1982.
403(b) PLANS. The 10% penalty tax applies to the taxable portion of a
distribution from a 403(b) plan, unless certain exceptions apply, including one
or more of the following:
(a) You have attained age 59 1/2;
(b) You have become disabled as defined in the Tax Code;
(c) You have died;
(d) You have separated from service with the plan sponsor at or after age 55;
(e) The distribution is rolled over into another plan of the same type or to an
IRA in accordance with the Tax Code;
(f) You have separated from service with the plan sponsor and the distribution
is made in substantially equal periodic payments (at least annually) over
your life or life expectancy or the joint lives or joint life expectancies
of you and your beneficiary; or
(g) The distribution is equal to unreimbursed medical expenses that qualify for
deduction as specified in the Tax Code.
408(b) AND 408A IRAS. In general, except for (d), the exceptions for
403(b) plans also apply to distributions from an IRA, including a distribution
from a Roth IRA that is not a qualified distribution or a rollover to a Roth IRA
that is not a qualified rollover contribution. The penalty tax is also waived on
a distribution made from an IRA to pay for health insurance premiums for certain
unemployed individuals or used for a qualified first-time home purchase or for
higher education expenses.
WITHHOLDING FOR FEDERAL INCOME TAX LIABILITY
Any distributions under the contract are generally subject to withholding.
Federal income tax liability rates vary according to the type of distribution
and the recipient's tax status.
NONQUALIFIED CONTRACTS. Generally, you or a beneficiary may elect not to have
tax withheld from distributions.
403(b) PLANS. Generally, distributions from these plans are subject to a
mandatory 20% federal income tax withholding. However, withholding will not
34
<PAGE>
be required if you elect a direct rollover of the distributions or in the case
of certain distributions described in the Tax Code.
408(b) AND 408A IRAS. Generally, you or a beneficiary may elect not to have tax
withheld from distributions.
NON-RESIDENT ALIENS. If you or your beneficiary are non-resident aliens, then
any withholding is governed by Tax Code section 1441 based on the individual's
citizenship, the country of domicile and treaty status.
MINIMUM DISTRIBUTION REQUIREMENTS
To avoid certain tax penalties, you and any beneficiary must meet the minimum
distribution requirements imposed by the Tax Code. The requirements do not apply
to either nonqualified contracts or Roth IRA contracts, except with regard to
death benefits. These rules may dictate one or more of the following:
-- Start date for distributions;
-- The time period in which all amounts in your account(s) must be distributed;
or
-- Distribution amounts.
START DATE. Generally, you must begin receiving distributions by April 1 of the
calendar year following the calendar year in which you attain age 70 1/2 or
retire, whichever occurs later, unless:
-- You are a 5% owner or the contract is an IRA, in which case such
distributions must begin by April 1 of the calendar year following the
calendar year in which you attain age 70 1/2; or
-- Under 403(b) plans, if the Company maintains separate records of amounts held
as of December 31, 1986. In this case distribution of these amounts generally
must begin by the end of the calendar year in which you attain age 75 or
retire, if later. However, if you take any distributions in excess of the
minimum required amount, then special rules require that some or all of the
December 31, 1986 balance be distributed earlier.
TIME PERIOD. We must pay out distributions from the contract over one of the
following time periods:
-- Over your life or the joint lives of you and your beneficiary; or
-- Over a period not greater than your life expectancy or the joint life
expectancies of you and your beneficiary.
50% EXCISE TAX
If you fail to receive the minimum required distribution for any tax year, a 50%
excise tax is imposed on the required amount that was not distributed.
MINIMUM DISTRIBUTION OF DEATH BENEFIT PROCEEDS
(403(b) PLANS AND 408(b) AND 408A IRAS)
The following applies to 403(b), 408(b) and 408A arrangements. Different
distribution requirements apply if your death occurs:
-- After you begin receiving minimum distributions under the contract; or
-- Before you begin receiving such distributions.
If your death occurs after you begin receiving minimum distributions under the
contract, distributions must be made at least as rapidly as under the method in
effect at the time of your death. Tax Code section 401(a)(9) provides specific
35
<PAGE>
rules for calculating the minimum required distributions at your death. The
rules differ, depending upon:
-- Whether your minimum required distribution was calculated each year based on
your single life expectancy or the joint life expectancies of you and your
beneficiary; or
-- Whether life expectancy was recalculated.
THE RULES ARE COMPLEX AND ANY BENEFICIARY SHOULD CONSULT WITH A TAX ADVISER
BEFORE ELECTING THE METHOD OF CALCULATION TO SATISFY THE MINIMUM DISTRIBUTION
REQUIREMENTS.
If your death occurs before you begin receiving minimum distributions under the
contract, your entire balance must be distributed by December 31 of the calendar
year containing the fifth anniversary of the date of your death. For example, if
you die on January 1, 2001, your entire balance must be distributed to the
beneficiary by December 31, 2006. However, if distributions begin by December 31
of the calendar year following the calendar year of your death, then payments
may be made over either of the following time-frames:
-- Over the life of the beneficiary; or
-- Over a period not extending beyond the life expectancy of the beneficiary.
START DATES FOR SPOUSAL BENEFICIARIES. If the beneficiary is your spouse,
distributions must begin on or before the later of the following:
-- December 31 of the calendar year following the calendar year of your death;
or
-- December 31 of the calendar year in which you would have attained age 70 1/2.
SPECIAL RULE FOR IRA SPOUSAL BENEFICIARIES. In lieu of taking a distribution
under these rules, a spousal beneficiary may elect to treat the account as his
or her own IRA and defer taking a distribution until his or her age 70 1/2 . The
surviving spouse is deemed to have made such an election if the surviving spouse
makes a rollover to or from the account or fails to take a distribution within
the required time period.
MINIMUM DISTRIBUTION OF DEATH BENEFIT PROCEEDS
(NONQUALIFIED CONTRACTS)
DEATH OF THE CONTRACT HOLDER. The following requirements apply to nonqualified
contracts at your death. Different distribution requirements apply if your death
occurs:
-- After you begin receiving income phase payments under the contract; or
-- Before you begin receiving such distributions.
If your death occurs after you begin receiving income phase payments,
distributions must be made at least as rapidly as under the method in effect at
the time of your death.
If your death occurs before you begin receiving income phase payments, your
entire balance must be distributed within five years after the date of your
death. For example, if you die on January 1, 2001, your entire balance must be
distributed by December 31, 2005. However, if distributions begin within one
year of your death, then payments may be made over one of the following time-
frames:
-- Over the life of the beneficiary; or
36
<PAGE>
-- Over a period not extending beyond the life expectancy of the beneficiary.
SPOUSAL BENEFICIARIES. If the beneficiary is your spouse, the account may be
continued with the surviving spouse as the new contract holder.
DEATH OF ANNUITANT. If the contract holder is a non-natural person and the
annuitant dies, the same rules apply as outlined above for death of a contract
holder. If the contract holder is a natural person but not the annuitant and the
annuitant dies, the beneficiary must elect an income phase payment option within
60 days of the date of death, or any gain under the contract will be includible
in the beneficiary's income in the year the annuitant dies.
RULES SPECIFIC TO CERTAIN PLANS
403(b) PLANS
Under Tax Code section 403(b), contributions made by public school systems or
nonprofit healthcare organizations and other Tax Code section 501(c)(3) tax
exempt organizations to purchase annuity contracts for their employees are
generally excludable from the gross income of the employee.
ASSIGNMENT OR TRANSFER OF CONTRACTS. Adverse tax consequences to the plan
and/or to you may result if your beneficial interest in the contract is assigned
or transferred to any person except to an alternate payee under a qualified
domestic relations order in accordance with Tax Code section 414(p) or to the
Company as collateral for a loan.
EXCLUSIONS FROM GROSS INCOME. In order to be excludable from gross income,
total annual contributions made by you and your employer to a 403(b) plan cannot
exceed the lesser of the following limits set by the Tax Code:
-- The first limit, under Tax Code section 415, is generally the lesser of 25%
of your compensation or $30,000. Compensation means your compensation from
the employer sponsoring the plan and, for years beginning after December 31,
1997, includes any elective deferrals under Tax Code section 402(g) and any
amounts not includible in gross income under Tax Code sections 125 or 457;
-- The second limit, which is the exclusion allowance under Tax Code
section 403(b), is usually calculated according to a formula that takes into
account your length of employment, any pretax contributions you and your
employer have already made under the plan and any pretax contributions to
certain other retirement plans; or
-- An additional limit specifically limits your salary reduction contributions
to generally no more than $10,000 annually (subject to indexing). Your own
limit may be higher or lower, depending upon certain conditions.
The first two limits apply to your contributions as well as to any contributions
made by your employer on your behalf.
Purchase payments to your account(s) will be excluded from your gross income
only if the plan meets certain nondiscrimination requirements.
RESTRICTIONS ON DISTRIBUTIONS. Tax Code section 403(b)(11) restricts the
distribution under Tax Code section 403(b) contracts of:
(a) Salary reduction contributions made after December 31, 1988;
(b) Earnings on those contributions; and
(c) Earnings during such period on amounts held as of December 31, 1988.
37
<PAGE>
Distribution of those amounts may only occur upon your death, attainment of age
59 1/2, separation from service, disability or financial hardship. Income
attributable to salary reduction contributions and credited on or after
January 1, 1989, may not be distributed in the case of hardship.
408(b) AND 408A IRAS
Tax Code section 408(b) permits eligible individuals to contribute to a
traditional IRA on a pre-tax (deductible) basis. Employers may establish
Simplified Employee Pension (SEP) plans and contribute to a traditional IRA
owned by the employee. Tax Code section 408A permits eligible individuals to
contribute to a Roth IRA on an after-tax (nondeductible) basis.
ASSIGNMENT OR TRANSFER OF CONTRACTS. Adverse tax consequences may result if you
assign or transfer your interest in the contract to persons other than your
spouse incident to a divorce.
ELIGIBILITY. Eligibility to contribute to a traditional IRA on a pre-tax basis
or to establish a Roth IRA or to roll over or transfer from a traditional IRA to
a Roth IRA depends upon your adjusted gross income.
ROLLOVERS AND TRANSFERS. Rollovers and direct transfers are permitted from a
401, 403(a) or a 403(b) arrangement to a traditional IRA. Distributions from
these arrangements are not permitted to be transferred or rolled over to a Roth
IRA. A Roth IRA can accept transfers/rollovers only from a traditional IRA,
subject to ordinary income tax, or from another Roth IRA.
TAXATION OF NONQUALIFIED CONTRACTS
IN GENERAL. Tax Code section 72 governs taxation of annuities in general. Under
a nonqualified contract, if you are a natural person, you generally are not
taxed on increases in the account value until distribution occurs by withdrawing
all or part of such account value. The taxable portion of a distribution is
taxable as ordinary income.
NON-NATURAL HOLDERS OF A NONQUALIFIED CONTRACT. If you are not a natural
person, a nonqualified contract generally is not treated as an annuity for
income tax purposes and the income on the contract for the taxable year is
currently taxable as ordinary income. Income on the contract is any increase
over the year in the surrender value, adjusted for purchase payments made during
the year, amounts previously distributed and amounts previously included in
income. There are some exceptions to this rule and a non-natural person should
consult with its tax adviser prior to purchasing the contract. A non-natural
person exempt from federal income taxes should consult with its tax adviser
regarding treatment of income on the contract for purposes of the unrelated
business income tax. When the contract holder is not a natural person, a change
in annuitant is treated as the death of the contract holder.
TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A NONQUALIFIED CONTRACT. A transfer of
ownership of a nonqualified contract, the designation of an annuitant, payee or
other beneficiary who is not also the contract holder, the selection of certain
annuity dates or the exchange of a contract may result in certain tax
consequences. The assignment, pledge or agreement to assign or pledge any
portion of the account value generally will be treated as a distribution. Anyone
contemplating any such designation, transfer, assignment, selection or exchange
should contact a tax adviser regarding the potential tax effects of such a
transaction.
38
<PAGE>
TAXATION OF THE COMPANY
We are taxed as a life insurance company under the Tax Code. Variable Annuity
Account B is not a separate entity from us. Therefore, it is not taxed
separately as a "regulated investment company" but is taxed as part of the
Company.
We automatically apply investment income and capital gains attributable to the
separate account to increase reserves under the contract. Because of this, under
existing federal tax law we believe that any such income and gains will not be
taxed to the extent that such income and gains are applied to increase reserves
under the contract. In addition, any foreign tax credits attributable to the
separate account will be first used to reduce any income taxes imposed on the
separate account before being used by the Company.
In summary, we do not expect that we will incur any federal income tax liability
attributable to the separate account and we do not intend to make any provision
for such taxes. However, changes in federal tax laws and/or their interpretation
may result in our being taxed on income or gains attributable to the separate
account. In this case we may impose a charge against the separate account (with
respect to some or all of the contracts) to set aside provisions to pay such
taxes. We may deduct this amount from the separate account, including from your
account value invested in the subaccounts.
OTHER TOPICS
----------------------------------------------
THE COMPANY
We issue the contract described in this prospectus and are responsible for
providing each contract's insurance and annuity benefits.
We are a stock life insurance company organized under the insurance laws of the
State of Connecticut in 1976 and an indirect wholly-owned subsidiary of ING
Groep N.V., a global financial institution active in the fields of insurance,
banking and asset management. Through a merger our operations include the
business of Aetna Variable Annuity Life Insurance Company (formerly known as
Participating Annuity Life Insurance Company, an Arkansas life insurance company
organized in 1954).
We are engaged in the business of issuing life insurance and annuities. Our
principal executive offices are located at:
151 Farmington Avenue
Hartford, Connecticut 06156
VARIABLE ANNUITY ACCOUNT B
We established Variable Annuity Account B (the separate account) in 1976 under
Connecticut Law as a continuation of the separate account established in 1974
under Arkansas Law of Aetna Variable Life Insurance Company. The separate
account was established as a segregated asset account to fund variable annuity
contracts. The separate account is registered as a unit investment trust under
the Investment Company Act of 1940 (the "40 Act"). It also meets the definition
of "separate account" under the federal securities laws.
The separate account is divided into subaccounts. The subaccounts invest
directly in shares of a pre-assigned fund.
39
<PAGE>
Although we hold title to the assets of the separate account, such assets are
not chargeable with the liabilities of any other business that we conduct.
Income, gains or losses of the separate account are credited to or charged
against the assets of the separate account without regard to other income, gains
or losses of the Company. All obligations arising under the contract are
obligations of the Company.
CONTRACT DISTRIBUTION
Our broker-dealer subsidiary, Aetna Investment Services, LLC (AIS), will serve
as the principal underwriter for the securities sold under this prospectus. AIS,
a Delaware limited liability company, is registered as a broker-dealer with the
SEC. AIS is also a member of the National Association of Securities
Dealers, Inc. (NASD) and the Securities Investor Protection Corporation. AIS'
principal office is located at 151 Farmington Avenue, Hartford, Connecticut
06156.
As principal underwriter AIS will enter into arrangements with one or more
registered broker-dealers to offer and sell the contract described in this
prospectus.
AIS may also enter into these arrangements with banks that may be acting as
broker-dealers without separate registration under the Securities Exchange Act
of 1934 pursuant to legal and regulatory exceptions. In this prospectus we refer
to the registered broker-dealers and the banks described above as
"distributors." All individuals offering and selling the contract must be
registered representatives of a broker-dealer, or employees of a bank exempt
from registration under the Securities Exchange Act of 1934, and must be
licensed as insurance agents to sell variable annuity contracts.
Occasionally AIS may enter into arrangements with independent entities to help
find broker-dealers or banks interested in distributing the contract or to
provide training, marketing and other sales-related functions or administrative
services. AIS will reimburse such entities for expenses related to and may pay
fees to such entities in return for these services.
AIS may offer customers of certain broker-dealers special guaranteed rates in
connection with the Guaranteed Account offered through the contract and may
negotiate different commissions for these broker-dealers.
AIS may also contract with independent third party broker-dealers who will act
as wholesalers by assisting them in selecting broker-dealers or banks interested
in acting as distributors. These wholesalers may also provide training,
marketing and other sales related functions for the Company and the distributors
and may provide certain administrative services in connection with the contract.
AIS may pay such wholesalers compensation based on purchase payments to
contracts purchased through distributors that they select.
AIS may also designate third parties to provide services in connection with the
contracts such as reviewing applications for completeness and compliance with
insurance requirements and providing the distributors with approved marketing
material, prospectuses or other supplies. These parties will also receive
payments for their services based on purchase payments, to the extent such
payments are allowed by applicable securities laws. AIS will pay all costs and
expenses related to these services.
40
<PAGE>
PAYMENT OF COMMISSIONS
Contracts are sold by distributors in relation to asset based fee accounts. We
pay distributors who sell the contract distribution allowances of up to 0.15% of
purchase payments. Some sales personnel may receive various types of non-cash
compensation as special sales incentives, including trips and educational and/or
business seminars. However, any such compensation will be paid in accordance
with NASD rules. In addition, we may provide additional compensation to the
Company's supervisory and other management personnel if the overall amount of
investments in funds advised by the Company or its affiliates increases over
time.
We pay distribution allowances and compensation expenses out of our general
assets, including investment income and any profit from investment advisory fees
and mortality and expense risk charges. No additional deductions or charges are
imposed for distribution allowances and compensation related expenses.
PAYMENT DELAY OR SUSPENSION
We reserve the right to suspend or postpone the date of any payment of benefits
or values under any one of the following circumstances:
-- On any valuation date when the New York Stock Exchange is closed (except
customary weekend and holiday closings) or when trading on the New York Stock
Exchange is restricted;
-- When an emergency exists as determined by the SEC so that disposal of the
securities held in the subaccounts is not reasonably practicable or it is not
reasonably practicable to fairly determine the value of the subaccount's
assets; or
-- During any other periods the SEC may by order permit for the protection of
investors.
The conditions under which restricted trading or an emergency exists shall be
determined by the rules and regulations of the SEC.
PERFORMANCE REPORTING
We may advertise different types of historical performance for the subaccounts
including:
-- Standardized average annual total returns; and
-- Non-standardized average annual total returns.
STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS. We calculate standardized average
annual total returns according to a formula prescribed by the SEC. This shows
the percentage return applicable to $1,000 invested in the subaccounts over the
most recent one, five and ten-year periods. If the investment option was not
available for the full period, we give a history from the date money was first
received in that option under the separate account. Standardized average annual
total returns reflect deduction of all recurring charges during each period
(i.e., mortality and expense risk charges and administrative expense charges, if
any).
NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS. We calculate non-standardized
average annual total returns in a similar manner as that stated above, except
non-standardized returns may also include performance from the
41
<PAGE>
fund's inception date, if that date is earlier than the one we use for
standardized returns.
We may also advertise certain ratings, rankings or other information related to
the Company, the subaccounts or the funds. For further details regarding
performance reporting and advertising, you may request a Statement of Additional
Information (SAI) by calling us at the number listed in "Contract
Overview--Questions: Contacting the Company."
VOTING RIGHTS
Each of the subaccounts holds shares in a fund and each is entitled to vote at
regular and special meetings of that fund. Under our current view of applicable
law, we will vote the shares for each subaccount as instructed by persons having
a voting interest in the subaccount. If you are a contract holder under a group
contract, you have a fully vested interest in the contract and may instruct the
group contract holder how to direct the Company to cast a certain number of
votes. We will vote shares for which instructions have not been received in the
same proportion as those for which we received instructions. Each person who has
a voting interest in the separate account will receive periodic reports relating
to the funds in which he or she has an interest, as well as any proxy materials
and a form on which to give voting instructions. Voting instructions will be
solicited by a written communication at least 14 days before the meeting.
The number of votes (including fractional votes) you are entitled to direct will
be determined as of the record date set by any fund you invest in through the
subaccounts.
-- During the accumulation phase the number of votes is equal to the portion of
your account value invested in the fund, divided by the net asset value of
one share of that fund.
-- During the income phase the number of votes is equal to the portion of
reserves set aside for the contract's share of the fund, divided by the net
asset value of one share of that fund.
CONTRACT MODIFICATIONS
We may change the contract as required by federal or state law or as otherwise
permitted in the contract. In addition, we may, upon 30 days' written notice to
the group contract holder, make other changes to a group contract that would
apply only to individuals who become participants under that contract after the
effective date of such changes. If a group contract holder does not agree to a
change, we reserve the right to refuse to establish new accounts under the
contract. Certain changes will require the approval of appropriate state or
federal regulatory authorities.
TRANSFER OF OWNERSHIP: ASSIGNMENT
We will accept assignments or transfers of ownership of a nonqualified contract
or a qualified contract where such assignments or transfers are not prohibited,
with proper notification. The date of any assignment or transfer of ownership
will be the date we receive the notification at our Home Office. An assignment
or transfer of ownership may have tax consequences and you should consult with a
tax adviser before assigning or transferring ownership of the contract.
An assignment of a contract will only be binding on the Company if it is made in
writing and sent to the Company at our Home Office. We will use reasonable
procedures to confirm that the assignment is authentic, including verification
of
42
<PAGE>
signature. If we fail to follow our own procedures, we will be liable for any
losses to you directly resulting from such failure. Otherwise, we are not
responsible for the validity of any assignment. The rights of the contract
holder and the interest of the annuitant and any beneficiary will be subject to
the rights of any assignee we have on our records.
INVOLUNTARY TERMINATIONS
We reserve the right to terminate any account with a value of $2,500 or less
immediately following a partial withdrawal. However, an IRA may only be closed
out when purchase payments to the contract have not been received for a 24-month
period and the paid-up annuity benefit at maturity would be less than $20 per
month. If such right is exercised, you will be given 90 days' advance written
notice. We do not intend to exercise this right in cases where the account value
is reduced to $2,500 or less solely due to investment performance.
LEGAL MATTERS AND PROCEEDINGS
We are aware of no material legal proceedings pending which involve the separate
account as a party or which would materially affect the separate account. The
validity of the securities offered by this prospectus has been passed upon by
Counsel to the Company.
In recent years, several life insurance and annuity companies have been named as
defendants in class action lawsuits relating to life insurance and annuity
pricing and sales practices. The Company is a defendant in one such lawsuit, a
purported class action which was filed against the Company in the United States
District Court for the Middle District of Florida on June 30, 2000, by Helen
Reese, Richard Reese, Villere Bergeron, and Alan Eckert (the "Reese Complaint").
The Reese Complaint claims that the Company engaged in unlawful sales practices
in marketing life insurance policies. The Company intends to defend this action
vigorously.
The Company is also a party to other litigation and arbitration proceedings in
the ordinary course of its business, none of which is likely to have a material
adverse effect on the Company.
43
<PAGE>
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
----------------------------------------------
The Statement of Additional Information (SAI) contains more specific information
on the separate account and the contract, as well as the financial statements of
the separate account and the Company. The following is a list of the contents of
the SAI.
<TABLE>
<S> <C>
General Information and History............................ 2
Variable Annuity Account B................................. 2
Offering and Purchase of Contracts......................... 3
Performance Data........................................... 3
General................................................. 3
Average Annual Total Return Quotations.................. 4
Income Phase Payments...................................... 7
Sales Material and Advertising............................. 8
Independent Auditors....................................... 9
Financial Statements of the Separate Account............... S-1
Financial Statements of Aetna Life Insurance and Annuity
Company and Subsidiaries................................... F-1
</TABLE>
You may request an SAI by calling the Company at the number listed in "Contract
Overview--Questions: Contacting the Company."
44
<PAGE>
APPENDIX I
ALIAC GUARANTEED ACCOUNT
------------------------------------------------------------------
THE ALIAC GUARANTEED ACCOUNT (THE GUARANTEED ACCOUNT) IS A FIXED INTEREST OPTION
AVAILABLE DURING THE ACCUMULATION PHASE UNDER THE CONTRACT. THIS APPENDIX IS
ONLY A SUMMARY OF CERTAIN FACTS ABOUT THE GUARANTEED ACCOUNT. PLEASE READ THE
GUARANTEED ACCOUNT PROSPECTUS CAREFULLY BEFORE INVESTING IN THIS OPTION.
IN GENERAL. Amounts invested in the Guaranteed Account earn specified interest
rates if left in the Guaranteed Account for specified periods of time. If you
withdraw or transfer those amounts before the specified periods elapse, we may
apply a market value adjustment (described below) which may be positive or
negative.
When deciding to invest in the Guaranteed Account, contact your sales
representative or the Company to learn:
-- The interest rate(s) we will apply to amounts invested in the Guaranteed
Account.
We change the rate(s) periodically. Be certain you know the rate we guarantee
on the day your account dollars are invested in the Guaranteed Account.
Guaranteed interest rates will never be less than an annual effective rate of
3%.
-- The period of time your account dollars need to remain in the Guaranteed
Account in order to earn the rate(s).
You are required to leave your account dollars in the Guaranteed Account for
a specified period of time in order to earn the guaranteed interest rate(s).
DEPOSIT PERIOD. During a deposit period, we offer a specific interest rate for
dollars invested for a certain guaranteed term. For a specific interest rate and
guaranteed term to apply, account dollars must be invested in the Guaranteed
Account during the deposit period for which that rate and term are offered.
INTEREST RATES. We guarantee different interest rates, depending upon when
account dollars are invested in the Guaranteed Account. For guaranteed terms one
year or longer, we may apply more than one specified interest rate. The interest
rate we guarantee is an annual effective yield. That means the rate reflects a
full year's interest. We credit interest daily at a rate that will provide the
guaranteed annual effective yield over one year. Guaranteed interest rates will
never be less than an annual effective rate of 3%. Among other factors, the
safety of the interest rate guarantees depends upon the Company's claim-paying
ability.
GUARANTEED TERMS. The guaranteed term is the period of time account dollars
must be left in the Guaranteed Account in order to earn the guaranteed interest
rate. For guaranteed terms one year or longer, we may offer different rates for
specified time periods within a guaranteed term. We offer different guaranteed
terms at different times. We also may offer more than one guaranteed term of the
same duration with different interest rates. Check with your sales
representative or the Company to learn what terms are being offered. The Company
also reserves the right to limit the number of guaranteed terms or the
availability of certain guaranteed terms.
FEES AND OTHER DEDUCTIONS. If all or a portion of your account value in the
Guaranteed Account is withdrawn or transferred, you may incur one or more of the
following:
-- Market Value Adjustment (MVA)--as described in this appendix and in the
Guaranteed Account prospectus; or
-- Tax penalties and/or tax withholding--see "Taxation."
We do not make deductions from amounts in the Guaranteed Account to cover
mortality and expense risks. Rather, we consider these risks when determining
the interest rate to be credited.
MARKET VALUE ADJUSTMENT (MVA). If your account value is withdrawn or
transferred from the Guaranteed Account before the guaranteed term is completed,
an MVA may apply. The MVA reflects investment value changes caused by changes in
interest rates occurring since the date of deposit. The MVA may be positive or
negative.
If interest rates at the time of withdrawal or transfer have increased since the
date of deposit, the value of the investment decreases and the MVA will be
negative. This could result in your receiving less than the amount you paid into
the Guaranteed Account. If interest rates at the time of withdrawal or transfer
have decreased since the date of deposit, the value of the investment increases
and the MVA will be positive.
45
<PAGE>
MVA WAIVER. For withdrawals or transfers from a guaranteed term before the
guaranteed term matures, the MVA may be waived for:
-- Transfers due to participation in the dollar cost averaging program;
-- Withdrawals taken due to your election of SWO or ECO (described in
"Systematic Distribution Options"), if available;
-- Withdrawals for minimum distributions required by the Tax Code; and
-- Withdrawals due to your exercise of the right to cancel your contract
(described in "Right to Cancel").
DEATH BENEFIT. When a death benefit is paid under the contract within six
months of the date of death, only a positive aggregate MVA amount, if any, is
applied to the account value attributable to amounts withdrawn from the
Guaranteed Account. This provision does not apply upon the death of a spousal
beneficiary or joint contract holder who continued the account after the first
death. If a death benefit is paid more than six months from the date of death, a
positive or negative aggregate MVA amount, as applicable, will be applied,
except under certain contracts issued in the State of New York.
PARTIAL WITHDRAWALS. For partial withdrawals during the accumulation phase,
amounts to be withdrawn from the Guaranteed Account will be withdrawn
proportionally from each group of deposits having the same length of time until
the maturity date ("Guaranteed Term Group"). Within a guaranteed term group, the
amount will be withdrawn first from the oldest deposit period then from the next
oldest and so on until the amount requested is satisfied.
GUARANTEED TERMS MATURITY. As a guaranteed term matures, assets accumulating
under the Guaranteed Account may be (a) transferred to a new guaranteed term,
(b) transferred to other available investment options, or (c) withdrawn. Amounts
withdrawn may be subject to taxation and, if you are under age 59 1/2, tax
penalties may apply.
If no direction is received from you at our Home Office by the maturity date of
a guaranteed term, the amount from the maturing guaranteed term will be
transferred to a new guaranteed term of a similar length. If the same guaranteed
term is no longer available, the next shortest guaranteed term available in the
current deposit period will be used. If no shorter guaranteed term is available,
the next longer guaranteed term will be used.
If you do not provide instructions concerning the maturity value of a maturing
guaranteed term, the maturity value transfer provision applies. This provision
allows transfers or withdrawals without an MVA if the transfer or withdrawal
occurs during the calendar month immediately following a guaranteed term
maturity date. This waiver of the MVA only applies to the first transaction
regardless of the amount involved in the transaction.
Under the Guaranteed Account each guaranteed term is counted as one funding
option. If a guaranteed term matures and is renewed for the same term, it will
not count as an additional investment option for purposes of any limitation on
the number of investment options.
SUBSEQUENT PURCHASE PAYMENTS. Purchase payments received after your initial
purchase payment to the Guaranteed Account will be allocated in the same
proportions as the last allocation, unless you properly instruct us to do
otherwise. If the same guaranteed term(s) are not available, the next shortest
term will be used. If no shorter guaranteed term is available, the next longer
guaranteed term will be used.
DOLLAR COST AVERAGING. The Company may offer more than one guaranteed term of
the same duration and credit one with a higher rate contingent upon use only
with the dollar cost averaging program. If amounts are applied to a guaranteed
term which is credited with a higher rate using dollar cost averaging and the
dollar cost averaging is discontinued, the amounts will be transferred to
another guaranteed term of the same duration and an MVA will apply.
TRANSFER OF ACCOUNT DOLLARS. Generally, account dollars invested in the
Guaranteed Account may be transferred among guaranteed terms offered through the
Guaranteed Account and/or to other investment options offered through the
contract. However, transfers may not be made during the deposit period in which
your account dollars are invested in the Guaranteed Account or for 90 days after
the close of that deposit period. We will apply an MVA to transfers made before
the end of a guaranteed term. The 90-day wait does not apply to (1) amounts
transferred on the maturity date or under the maturity value transfer provision;
(2) amounts transferred from the Guaranteed
46
<PAGE>
Account before the maturity date due to the election of an income phase payment
option; (3) amounts distributed under the ECO or SWO (See "Systematic
Distribution Options"); and (4) amounts transferred from an available guaranteed
term in connection with the dollar cost averaging program.
Transfers after the 90-day period are permitted from guaranteed term(s) to other
guaranteed term(s) available during a deposit period or to other available
investment options. Transfers of the Guaranteed Account values on or within one
calendar month of a term's maturity date are not counted as one of the 12 free
transfers of accumulated values in the account.
REINVESTING AMOUNTS WITHDRAWN FROM THE GUARANTEED ACCOUNT. If amounts are
withdrawn and then reinvested in the Guaranteed Account, we apply the reinvested
amount to the current deposit period. This means the guaranteed annual interest
rate and guaranteed terms available on the date of reinvestment will apply. We
reinvest amounts proportionately in the same way as they were allocated before
withdrawal. Your account value will not be credited for any negative MVA that
was deducted at the time of withdrawal.
THE INCOME PHASE. The Guaranteed Account cannot be used as an investment option
during the income phase. However, you may notify us at least 30 days in advance
to elect a fixed or variable income phase payment option and to transfer your
Guaranteed Account dollars to the general account or any of the subaccounts
available during the income phase. Transfers made due to the election of a
lifetime income phase payment option will be subject to only a positive
aggregate MVA.
DISTRIBUTION. The Company is the principal underwriter of the contract. The
Company is registered with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 as a broker-dealer and is a member of the
National Association of Securities Dealers, Inc. From time to time the Company
may offer customers of certain broker-dealers special guaranteed rates in
connection with the Guaranteed Account offered through the contract and may
negotiate different commissions for these broker-dealers.
47
<PAGE>
APPENDIX II
FIXED ACCOUNT
------------------------------------------------------------------
GENERAL DISCLOSURE.
-- The Fixed Account is an investment option available during the accumulation
phase under the contract.
-- Amounts allocated to the Fixed Account are held in the Company's general
account which supports insurance and annuity obligations.
-- Interests in the Fixed Account have not been registered with the SEC in
reliance on exemptions under the Securities Act of 1933, as amended.
-- Disclosure in this prospectus regarding the Fixed Account may be subject to
certain generally applicable provisions of the federal securities laws
relating to the accuracy and completeness of the statements.
-- Disclosure in this appendix regarding the Fixed Account has not been reviewed
by the SEC.
-- Additional information about this option may be found in the contract.
INTEREST RATES.
-- The Fixed Account guarantees that amounts allocated to this option will earn
the minimum interest rate specified in the contract. We may credit a higher
interest rate from time to time, but the rate we credit will never fall below
the guaranteed minimum specified in the contract. Amounts applied to the
Fixed Account will earn the interest rate in effect at the time money is
applied. Amounts in the Fixed Account will reflect a compound interest rate
as credited by us. The rate we quote is an annual effective yield. Among
other factors, the safety of the interest rate guarantees depends upon the
Company's claim-paying ability.
-- Our determination of credited interest rates reflects a number of factors,
including mortality and expense risks, interest rate guarantees, the
investment income earned on invested assets and the amortization of any
capital gains and/or losses realized on the sale of invested assets. Under
this option we assume the risk of investment gain or loss by guaranteeing the
amounts you allocate to this option and promising a minimum interest rate and
income phase payment.
DOLLAR COST AVERAGING. Amounts you invest in the Fixed Account must be
transferred into the other investment options available under the contract over
a period not to exceed 12 months. If you discontinue dollar cost averaging, the
remaining balance amounts in the Fixed Account will be transferred into the
money market subaccount available under the contract, unless you direct us to
transfer the balance into other available options.
WITHDRAWALS. Under certain emergency conditions we may defer payment of any
withdrawal for a period of up to 6 months or as provided by federal law.
CHARGES. We do not make deductions from amounts in the Fixed Account to cover
mortality and expense risks. We consider these risks when determining the
credited rate.
TRANSFERS. During the accumulation phase, you may transfer account dollars from
the Fixed Account to any other available investment option. We may vary the
dollar amount that you are allowed to transfer, but it will never be less than
10% of your account value held in the Fixed Account.
By notifying the Home Office at least 30 days before income phase payments
begin, you may elect to have amounts transferred to one or more of the
subaccounts available during the income phase to provide variable payments.
48
<PAGE>
APPENDIX III
DESCRIPTION OF UNDERLYING FUNDS
------------------------------------------------------------------
THE INVESTMENT RESULTS OF THE MUTUAL FUNDS (FUNDS) ARE LIKELY TO DIFFER
SIGNIFICANTLY AND THERE IS NO ASSURANCE THAT ANY OF THE FUNDS WILL ACHIEVE THEIR
RESPECTIVE INVESTMENT OBJECTIVES. SHARES OF THE FUNDS WILL RISE AND FALL IN
VALUE AND YOU COULD LOSE MONEY BY INVESTING IN THE FUNDS. INVESTMENTS IN THE
FUNDS ARE NOT BANK DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. EXCEPT AS NOTED,
ALL FUNDS ARE DIVERSIFIED, AS DEFINED UNDER THE INVESTMENT COMPANY ACT OF 1940.
AETNA BALANCED VP, INC.
INVESTMENT OBJECTIVE
Seeks to maximize investment return, consistent with reasonable safety of
principal by investing in a diversified portfolio of one or more of the
following asset classes: stocks, bonds, and cash equivalents, based on the
investment adviser's judgment of which of those sectors or mix thereof offers
the best investment prospects.
POLICIES
Under normal market conditions, allocates assets among the following asset
classes: equities such as common and preferred stocks; and debt, such as bonds,
mortgage-related and other asset-backed securities, U.S. Government securities,
and money market instruments. Typically maintains approximately 60% of total
assets in equities and 40% of total assets in debt (including money market
instruments), although those percentages may vary from time to time.
RISKS
Principal risks are those generally attributable to stock and bond investing.
The success of the fund's strategy depends on the investment adviser's skill in
allocating fund assets between equities and debt and in choosing investments
within those categories. Risks attributable to stock investing include sudden
and unpredictable drops in the value of the market as a whole and periods of
lackluster or negative performance. Stocks of smaller companies tend to be less
liquid and more volatile than stocks of larger companies and can be particularly
sensitive to expected changes in interest rates, borrowing costs and earnings.
Fixed-income investments are subject to the risk that interest rates will rise,
which generally causes bond prices to fall. Also, economic and market conditions
may cause issuers to default or go bankrupt. Values of high-yield bonds are even
more sensitive to economic and market conditions than other bonds. Prices of
mortgage-related securities, in addition to being sensitive to changes in
interest rates, also are sensitive to changes in the prepayment patterns on the
underlying instruments.
INVESTMENT ADVISER: Aeltus Investment Management, Inc.
AETNA INCOME SHARES D/B/A AETNA BOND VP
INVESTMENT OBJECTIVE
Seeks to maximize total return, consistent with reasonable risk, through
investments in a diversified portfolio consisting primarily of debt securities.
It is anticipated that capital appreciation and investment income will both be
major factors in achieving total return.
POLICIES
Under normal market conditions, invests at least 65% of total assets in
high-grade corporate bonds, mortgage-related and other asset-backed securities,
and securities issued or guaranteed by the U.S. government, its agencies or
instrumentalities. High-grade securities are rated at least A by Standard &
Poor's Corporation (S&P) or Moody's Investors Service, Inc. (Moody's), or if
unrated, considered by the investment adviser to be of comparable quality. May
also invest up to 15% of total assets in high-yield bonds, and up to 25% of
total assets in foreign debt securities.
RISKS
Principal risks are those generally attributable to debt investing, including
increases in interest rates and loss of principal. Generally, when interest
rates rise, bond prices fall. Bonds with longer maturities tend to be more
49
<PAGE>
sensitive to changes in interest rates. For all bonds there is a risk that the
issuer will default. High-yield bonds generally are more susceptible to the risk
of default than higher rated bonds. Prices of mortgage-related securities, in
addition to being sensitive to changes in interest rates, also are sensitive to
changes in the prepayment patterns on the underlying instruments. Foreign
securities have additional risks. Some foreign securities tend to be less liquid
and more volatile than their U.S. counterparts. In addition, accounting
standards and market regulations tend to be less standardized in certain foreign
countries. These risks are usually higher for securities of companies in
emerging markets. Securities of foreign companies may be denominated in foreign
currency. Exchange rate fluctuations may reduce or eliminate gains or create
losses.
INVESTMENT ADVISER: Aeltus Investment Management, Inc.
AETNA VARIABLE FUND D/B/A AETNA GROWTH AND INCOME VP
INVESTMENT OBJECTIVE
Seeks to maximize total return through investments in a diversified portfolio of
common stocks and securities convertible into common stock. It is anticipated
that capital appreciation and investment income will both be major factors in
achieving total return.
POLICIES
Under normal market conditions, invests at least 65% of total assets in common
stocks that the investment adviser believes have significant potential for
capital appreciation or income growth. Tends to emphasize stocks of larger
companies. Also invests assets across other asset classes (including stocks of
small and medium-sized companies, international stock, real estate securities
and fixed income securities). May invest principally in common stocks having
significant potential for capital appreciation, or may purchase common stocks
principally for their income potential through dividends and option writing, or
may acquire securities having a mix of these characteristics.
RISKS
Principal risks are those generally attributable to stock investing. These risks
include sudden and unpredictable drops in the value of the market as a whole and
periods of lackluster or negative performance. Although the investment adviser
emphasizes large cap stocks, to the extent the Fund is diversified across asset
classes, it may not perform as well as less diversified funds when large cap
stocks are in favor. Additionally, stocks of medium-sized and smaller companies
tend to be more volatile and less liquid than stocks of larger companies.
INVESTMENT ADVISER: Aeltus Investment Management, Inc.
AETNA VARIABLE ENCORE FUND D/B/A AETNA MONEY MARKET VP
INVESTMENT OBJECTIVE
Seeks to provide high current return, consistent with preservation of capital
and liquidity, through investment in high-quality money market instruments.
POLICIES
Invests only in a diversified portfolio of high-quality fixed income securities
denominated in U.S. dollars, with short remaining maturities. These securities
include U.S. Government securities, such as U.S. Treasury bills and securities
issued or sponsored by U.S. government agencies. They also may include corporate
debt securities, commercial paper, asset-backed securities and certain
obligations of U.S. and foreign banks, each of which must be highly rated by
independent rating agencies or, if unrated, considered by the investment adviser
to be of comparable quality. Maintains a dollar-weighted average portfolio
maturity of 90 days or less.
RISKS
IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND. THERE IS NO GUARANTY THE
FUND WILL ACHIEVE ITS INVESTMENT OBJECTIVE. AN INVESTMENT IN THE FUND IS NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.
50
<PAGE>
A weak economy, strong equity markets and changes by the Federal Reserve in its
monetary policies all could affect short-term interest rates and therefore the
value and yield of the fund's shares.
INVESTMENT ADVISER: Aeltus Investment Management, Inc.
AETNA VARIABLE PORTFOLIOS, INC.--AETNA GROWTH VP
INVESTMENT OBJECTIVE
Seeks growth of capital through investment in a diversified portfolio consisting
primarily of common stocks and securities convertible into common stocks
believed to offer growth potential.
POLICIES
Under normal market conditions, invests at least 65% of total assets in common
stocks and securities convertible into common stock. Tends to emphasize stocks
of larger companies, although may invest in companies of any size. Uses
internally developed quantitative computer models to evaluate the financial
characteristics of approximately 1,000 companies. The investment adviser
analyzes these characteristics in an attempt to identify companies it believes
have strong growth characteristics or demonstrate a positive trend in earnings
estimates, but whose full value is not reflected in the stock price. Focuses on
companies that the investment adviser believes have strong, sustainable and
improving earnings growth, and established market positions in a particular
industry.
RISKS
Principal risks are those generally attributable to stock investing. They
include sudden and unpredictable drops in the value of the market as a whole and
periods of lackluster or negative performance. Growth-oriented stocks typically
sell at relatively high valuations as compared to other types of stocks. If a
growth stock does not exhibit the consistent level of growth expected, its price
may drop sharply. Historically, growth-oriented stocks have been more volatile
than value-oriented stocks.
INVESTMENT ADVISER: Aeltus Investment Management, Inc.
AETNA VARIABLE PORTFOLIOS, INC.--AETNA INDEX PLUS LARGE CAP VP
INVESTMENT OBJECTIVE
Seeks to outperform the total return performance of the Standard & Poor's 500
Composite Index (S&P 500), while maintaining a market level of risk.
POLICIES
Invests at least 80% of net assets in stocks included in the S&P 500 (other than
Aetna Inc. common stock). The investment adviser attempts to achieve the
objective by overweighting those stocks in the S&P 500 that the investment
adviser believes will outperform the index, and underweighting (or avoiding
altogether) those stocks that the investment adviser believes will underperform
the index. In determining stock weightings, uses internally developed
quantitative computer models to evaluate various criteria, such as the financial
strength of each company and its potential for strong, sustained earnings
growth. At any one time, the fund's portfolio generally includes approximately
400 of the stocks included in the S&P 500. Although the fund will not hold all
the stocks in the S&P 500, the investment adviser expects that there will be a
close correlation between the performance of the fund and that of the S&P 500 in
both rising and falling markets.
RISKS
Principal risks are those generally attributable to stock investing. These risks
include sudden and unpredictable drops in the value of the market as a whole and
periods of lackluster or negative performance. The success of the fund's
strategy depends significantly on the investment adviser's skill in determining
which securities to overweight, underweight or avoid altogether.
INVESTMENT ADVISER: Aeltus Investment Management, Inc.
51
<PAGE>
AETNA VARIABLE PORTFOLIOS, INC.--AETNA INTERNATIONAL VP
INVESTMENT OBJECTIVE
Seeks long-term capital growth primarily though investment in a diversified
portfolio of common stocks principally traded in countries outside of the United
States. The fund will not target any given level of current income.
POLICIES
Under normal market conditions, invests at least 65% of total assets in
securities principally traded in three or more countries outside of the United
States. These securities may include common stocks as well as securities
convertible into common stock. Diversifies the fund by investing in a mix of
stocks that the investment adviser believes have the potential for long-term
growth, as well as stocks that appear to be trading below their perceived value.
Allocates assets among several geographic regions and individual countries,
investing primarily in those areas that the investment adviser believes have the
greatest potential for growth as well as stable exchange rates. Invests
primarily in established foreign securities markets, although may invest in
emerging markets as well. Uses internally developed quantitative computer models
to evaluate the financial characteristics of over 2,000 companies in an attempt
to select companies with long-term sustainable growth characteristics. Employs
currency hedging strategies to protect from adverse effects on the U.S. dollar.
RISKS
Principal risks are those generally attributable to stock investing which
include sudden and unpredictable drops in the value of the market as a whole and
periods of lackluster or negative performance. Stocks of foreign companies tend
to be less liquid and more volatile than their U.S. counterparts. Accounting
standards and market regulations tend to be less standardized in certain foreign
countries, and economic and political climates tend to be less stable. Stocks of
foreign companies may be denominated in foreign currency. Exchange rate
fluctuations may reduce or eliminate gains or create losses. Hedging strategies
intended to reduce this risk may not perform as expected. Investments in
emerging markets are subject to the same risks applicable to foreign investments
generally, although those risks may be increased due to conditions in such
countries.
INVESTMENT ADVISER: Aeltus Investment Management, Inc.
AETNA VARIABLE PORTFOLIOS, INC.--AETNA SMALL COMPANY VP
INVESTMENT OBJECTIVE
Seeks growth of capital primarily through investment in a diversified portfolio
of common stocks and securities convertible into common stocks of companies with
smaller market capitalizations.
POLICIES
Under normal market conditions, invests at least 65% of total assets in common
stocks and securities convertible into common stock of small-capitalization
companies, defined as: the 2,000 smallest of the 3,000 largest U.S. companies
(as measured by market capitalization); all companies not included above that
are included in the Standard & Poor's SmallCap 600 Index or the Russell 2000
Index; and companies with market capitalizations lower than any companies
included in the first two categories. For purposes of the 65% policy, the
largest company in this group in which the fund intends to invest currently has
a market capitalization of approximately $1.5 billion. Invests in stocks that
the investment adviser believes have the potential for long-term growth, as well
as those that appear to be trading below their perceived value. Uses internally
developed quantitative computer models to evaluate financial characteristics of
over 2,000 companies in an attempt to identify companies whose perceived value
is not reflected in the stock price. Considers the potential of each company to
create or take advantage of unique product opportunities, its potential to
achieve long-term sustainable growth and the quality of its management.
RISKS
Principal risks are those generally attributable to stock investing which
include sudden and unpredictable drops in the value of the market as a whole and
periods of lackluster or negative performance. Stocks of smaller companies carry
higher risks than stocks of larger companies. This is because smaller companies
may lack the management
52
<PAGE>
experience, financial resources, product diversification, and competitive
strengths of larger companies. In many instances, the frequency and volume of
trading in small cap stocks are substantially less than of stocks of larger
companies. As a result, the stocks of smaller companies may be subject to wider
price fluctuations and/or may be less liquid. When selling a large quantity of a
particular stock, the fund may have to sell at a discount from quoted prices or
may have to make a series of small sales over an extended period of time due to
the more limited trading volume of smaller company stocks. Stocks of smaller
companies can be particularly sensitive to expected changes in interest rates,
borrowing costs and earnings.
INVESTMENT ADVISER: Aeltus Investment Management, Inc.
AETNA VARIABLE PORTFOLIOS, INC.--AETNA TECHNOLOGY VP
INVESTMENT OBJECTIVE
Seeks long-term capital appreciation.
POLICIES
Primarily invests in common stocks and securities convertible into common stock
of companies in the information technology industry sector. These companies
include companies that the subadviser considers to be principally engaged in the
development, production, or distribution of products or services related to the
processing, storage, transmission, or presentation of information or data. A
particular company will be considered to be principally engaged in the
information technology industries if, at the time of investment, the investment
adviser determines that at least 50% of the company's assets, gross income, or
net profits are committed to, or derived from, those industries. A company will
also be considered to be principally engaged if the subadviser considers that
the company has the potential for capital appreciation primarily as a result of
particular products, technology, patents, or other market advantages in those
industries. In selecting stocks, the subadviser looks at a company's valuation
relative to its potential long-term growth rate. May look to see whether a
company offers a new or improved product, service or business operation; whether
it has experienced a positive change in its financial or business condition;
whether the market for its goods or services has expanded or experienced a
positive change; and whether there is a potential catalyst for positive change
in the company's business or stock price. May sell a security if the subadviser
determines that the company has become overvalued due to price appreciation or
has experienced a change in its business fundamentals, if the company's growth
rate slows substantially, or if the subadviser believes that another investment
offers a better opportunity.
RISKS
Principal risks are those generally attributable to stock investing which
include sudden and unpredictable drops in the value of the market as a whole and
periods of lackluster or negative performance. Stocks of smaller companies tend
to be less liquid and more volatile than stocks of larger companies. Further,
stocks of smaller companies also can be particularly sensitive to expected
changes in interest rates, borrowing costs and earnings. Because the fund's
investments are concentrated in the information technology industries, the Fund
may be subject to more abrupt swings in value than a fund which invests in a
broader range of industries. Investments in information technology companies may
be highly volatile. The fund may experience difficulty in establishing or
closing out positions in these securities at prevailing market prices. Also,
there may be less publicly available information about small companies or less
market interest in their securities as compared to larger companies, and it may
take longer for the prices of the securities to reflect the full value of their
issuers' earnings potential or assets.
INVESTMENT ADVISER: Aeltus Investment Management, Inc.
Subadviser: Elijah Asset Management, LLC
AIM V.I. CAPITAL APPRECIATION FUND
INVESTMENT OBJECTIVE
Seeks growth of capital through investment in common stocks, with emphasis on
medium- and small-sized growth companies.
53
<PAGE>
POLICIES
The portfolio managers focus on companies they believe are likely to benefit
from new or innovative products, services or processes as well as those that
have experienced above-average, long-term growth in earnings and have excellent
prospects for future growth. The portfolio managers consider whether to sell a
particular security when any of those factors materially changes. The fund may
also invest up to 20% of its total assets in foreign securities.
In anticipation of or in response to adverse market conditions, for cash
management purposes, or for defensive purposes, the fund may temporarily hold
all or a portion of its assets in cash, money market instruments, shares of
affiliated money market funds, bonds or other debt securities. As a result, the
fund may not achieve its investment objective.
RISKS
The prices of equity securities change in response to many factors, including
the historical and prospective earnings of the issuer, the value of its assets,
general economic conditions, interest rates, investor perceptions and market
liquidity. This is especially true with respect to common stocks of smaller
companies, whose prices may go up and down more than common stocks of larger,
more-established companies. Also, since common stocks of smaller companies may
not be traded as often as common stocks of larger, more-established companies,
it may be difficult or impossible for the fund to sell securities at a desirable
price.
INVESTMENT ADVISER: A I M Advisors, Inc.
AIM V.I. GOVERNMENT SECURITIES FUND
INVESTMENT OBJECTIVE
Seeks to achieve a high level of current income consistent with reasonable
concern for safety of principal by investing in debt securities issued,
guaranteed or otherwise backed by the United States Government.
POLICIES
The portfolio managers focus on securities that they believe have favorable
prospects for current income, consistent with their concern for safety of
principal. The portfolio managers consider whether to sell a particular security
when any of those factors materially changes.
In anticipation of or in response to adverse market conditions, for cash
management purposes, or for defensive purposes, the fund may temporarily hold
all or a portion of its assets in cash, money market instruments, shares of
affiliated money market funds, bonds or other debt securities. As a result, the
fund may not achieve its investment objective. The prices of foreign securities
may be affected by other factors, including, currency exchange rate, political
and economic conditions, regulations and foreign markets. These factors may
affect the prices of securities issued by foreign companies located in
developing countries more than those in countries with mature economies.
RISKS
The prices of debt securities change in response to many factors. Debt
securities are particularly vulnerable to credit risk and interest rate
fluctuations. Interest rate increases can cause the price of a debt security to
decrease. The longer a debt security's duration, the more sensitive it is to
this risk. The prices of high-coupon U.S. Government agency mortgage-backed
securities fall more slowly when interest rates rise than do prices of other
fixed-rate securities. Some of the securities purchased by the fund are not
guaranteed by the U.S. Government. The agency or instrumentality issuing such
security may default or otherwise be unable to honor a financial obligation.
INVESTMENT ADVISER: A I M Advisors, Inc.
AIM V.I. GROWTH FUND
INVESTMENT OBJECTIVE
Seeks growth of capital primarily by investing in seasoned and better
capitalized companies considered to have strong earnings momentum.
54
<PAGE>
POLICIES
The portfolio managers focus on companies that have experienced above-average
growth in earnings and have excellent prospects for future growth. The portfolio
managers consider whether to sell a particular security when any of those
factors materially changes. The fund may also invest up to 20% of its total
assets in foreign securities.
In anticipation of or in response to adverse market conditions, for cash
management purposes, or for defensive purposes, the fund may temporarily hold
all or a portion of its assets in cash, money market instruments, shares of
affiliated money market funds, bonds or other debt securities. As a result, the
fund may not achieve its investment objective.
RISKS
The prices of equity securities change in response to many factors, including
the historical and prospective earnings of the issuer, the value of its assets,
general economic conditions, interest rates, investor perceptions and market
liquidity. The fund may participate in the initial public offering (IPO) market.
Because of the fund's small asset base any investment the fund may make in IPOs
may significantly increase the fund's total returns. As the fund's assets grow,
the impact of IPO investments will decline, which may reduce the fund's total
returns.
INVESTMENT ADVISER: A I M Advisors, Inc.
AIM V.I. GROWTH AND INCOME FUND
INVESTMENT OBJECTIVE
Seeks growth of capital with a secondary objective of current income.
POLICIES
The fund seeks to meet these objectives by investing at least 65% of its net
assets in income-producing securities, including dividend-paying common stocks
and convertible securities. The portfolio managers purchase securities of
established companies that have long-term above-average growth in earnings and
dividends, and growth companies that they believe have the potential for
above-average growth in earnings and dividends. The portfolio managers consider
whether to sell a particular security when they believe the security no longer
has that potential or the capacity to generate income.
The fund may also invest up to 20% of its total assets in foreign securities.
The fund may engage in active and frequent trading of portfolio securities to
achieve its investment objectives. If the fund does trade in this way, it may
incur increased transaction costs and brokerage commissions, both of which can
lower the actual return on your investment.
In anticipation of or in response to adverse market conditions, for cash
management purposes, or for defensive purposes, the fund may temporarily hold
all or a portion of its assets in cash, money market instruments, shares of
affiliated money market funds, bonds or other debt securities. As a result, the
fund may not achieve its investment objective.
RISKS
The prices of equity securities change in response to many factors, including
the historical and prospective earnings of the issuer, the value of its assets,
general economic conditions, interest rates, investor perceptions and market
liquidity. The values of the convertible securities in which the fund may invest
also will be affected by market interest rates, the risk that the issuer may
default on interest or principal payments and the value of the underlying common
stock into which these securities may be converted. Specifically, since these
types of convertible securities pay fixed interest and dividends, their values
may fall if market interest rates rise and rise if market interest rates fall.
Additionally, an issuer may have the right to buy back certain of the
convertible securities at a time and at a price that is unfavorable to the fund.
INVESTMENT ADVISER: A I M Advisors, Inc.
55
<PAGE>
AIM V.I. VALUE FUND
INVESTMENT OBJECTIVE
Seeks to achieve long-term growth of capital by investing primarily in equity
securities judged by the fund's investment adviser to be undervalued relative to
the investment adviser's appraisal of the current or projected earnings of the
companies issuing the securities, or relative to current market values of assets
owned by the companies issuing the securities or relative to the equity market
generally. Income is a secondary objective.
POLICIES
The fund also may invest in preferred stocks and debt instruments that have
prospects for growth of capital. The fund may also invest up to 25% of its total
assets in foreign securities.
The portfolio managers focus on undervalued equity securities of
(1) out-of-favor cyclical growth companies; (2) established growth companies
that are undervalued compared to historical relative valuation parameters;
(3) companies where there is early but tangible evidence of improving prospects
that are not yet reflected in the price of the company's equity securities; and
(4) companies whose equity securities are selling at prices that do not reflect
the current market value of their assets and where there is reason to expect
realization of this potential in the form of increased equity values. The
portfolio managers consider whether to sell a particular security when they
believe the company no longer fits into any of the above categories.
In anticipation of or in response to adverse market conditions, for cash
management purposes, or for defensive purposes, the fund may temporarily hold
all or a portion of its assets in cash, money market instruments, shares of
affiliated money market funds, bonds or other debt securities. As a result, the
fund may not achieve its investment objective.
RISKS
The prices of equity securities change in response to many factors, including
the historical and prospective earnings of the issuer, the value of its assets,
general economic conditions, interest rates, investor perceptions and market
liquidity. If the seller of a repurchase agreement in which the fund invests
defaults on its obligation or declares bankruptcy, the fund may experience
delays in selling the securities underlying the repurchase agreement. As a
result, the fund may incur losses arising from decline in the value of those
securities, reduced levels of income and expenses of enforcing its rights.
INVESTMENT ADVISER: A I M Advisors, Inc.
ALLIANCE VARIABLE PRODUCTS--GROWTH AND INCOME PORTFOLIO
INVESTMENT OBJECTIVE
Seeks reasonable current income and reasonable opportunity for appreciation
through investments primarily in dividend-paying common stocks of good quality.
POLICIES
Invests primarily in dividend-paying common stocks of large, well-established
"blue-chip" companies. May invest in fixed-income and convertible securities and
in securities of foreign issuers. Restricts its investments in foreign
securities to issues of high quality.
RISKS
Principal risks include market risk, interest rate risk, and credit risk. Market
risk is the risk that the value of the portfolio's investments will fluctuate as
the stock or bond markets fluctuate and that prices overall will decline over
shorter or longer-term periods. Interest rate risk is the risk that changes in
interest rates will affect the value of the portfolio's investments in debt
securities, such as bonds, notes, and asset-backed securities, or other income-
producing securities. Increases in interest rates may cause the value of a
portfolio's investments to decline. Credit risk is the risk that the issuer or
the guarantor of a debt security, or the counterparty to a derivatives contract,
will be unable or unwilling to make timely payments of interest or principal, or
to otherwise honor its obligations. Investment in foreign securities are subject
to increased credit risk because of the difficulties of requiring foreign
56
<PAGE>
entities to honor their contractual commitments, and because a number of Foreign
governments and other issuers are already in default. Investments in foreign
securities have foreign risk and currency risk. Foreign risk includes the risk
that investments in foreign securities may experience more rapid and extreme
changes in value than if they invested solely in securities of U.S. companies;
foreign companies usually are not subject to the same degree of regulation as
U.S. companies; differing reporting, accounting, and auditing standards; and the
risk that political changes or diplomatic developments could adversely affect
the Portfolio's investments in a foreign country. Currency risk is the risk that
fluctuations in the exchange rates between the U.S. dollar and foreign
currencies may negatively affect the value of the Portfolio's investments.
INVESTMENT ADVISER: Alliance Capital Management L.P.
ALLIANCE VARIABLE PRODUCTS--PREMIER GROWTH PORTFOLIO
INVESTMENT OBJECTIVE
Seeks growth of capital by pursuing aggressive investment policies.
POLICIES
Invests primarily in equity securities of U.S. companies. Focuses on a
relatively small number of intensively researched companies selected from a
research universe of more than 600 companies that have strong management,
superior industry positions, excellent balance sheets, and superior earnings
growth prospects. Normally, invests in about 40-50 companies, with the 25 most
highly regarded of these companies usually constituting approximately 70% of the
portfolio's net assets. During market declines, while adding to positions in
favored stocks, the portfolio becomes somewhat more aggressive, gradually
reducing the number of companies represented in its portfolio. Conversely, in
rising markets, while reducing or eliminating fully-valued positions, the
portfolio becomes somewhat more conservative, gradually increasing the number of
companies represented in its portfolio. Through this approach, the investment
adviser seeks to gain positive returns in good markets while providing some
measure of protection in poor markets. May also invest up to 20% of its net
assets in convertible securities.
RISKS
Among the principal risks is market risk. This is the risk that the value of the
portfolio's investments will fluctuate as the stock or bond markets fluctuate
and that prices overall will decline over shorter or longer-term periods.
Because the portfolio invests in a smaller number of securities than many other
equity funds, you investment has the risk that changes in the value of a single
security may have a more significant effect, either negative or positive, on the
portfolio's net asset value.
INVESTMENT ADVISER: Alliance Capital Management L.P.
ALLIANCE VARIABLE PRODUCTS--QUASAR PORTFOLIO
INVESTMENT OBJECTIVE
Seeks growth of capital by pursuing aggressive investment policies. Current
income is incidental to the portfolio's objective.
POLICIES
Generally invests in a widely diversified portfolio of equity securities spread
among many industries that offer the possibility of above-average earnings
growth. Currently emphasizes investment in small-cap companies. Invests in
well-known and established companies and in new and unseasoned companies. Can
invest in the equity securities of any company and industry and in any type of
security with potential for capital appreciation. When selecting securities, the
investment adviser considers the economic and political outlook, the values of
specific securities relative to other investments, trends in the determinants of
corporate profits, and management capabilities and practices. May also invest in
non-convertible bonds, preferred stocks, and foreign securities.
57
<PAGE>
RISKS
Among the principal risks is market risk. This is the risk that the value of the
portfolio's investments will fluctuate as the stock or bond markets fluctuate
and that prices overall will decline over shorter or longer-term periods.
Investments in smaller companies tend to be more volatile than investments in
large-cap or mid-cap companies. To the extent the portfolio invests in
non-convertible bonds, preferred stocks, and foreign stocks, the investment has
interest rate risk, credit risk, foreign risk, and currency risk. Interest rate
risk is the risk that changes in interest rates will affect the value of the
portfolio's investments in debt securities, such as bonds, notes, and
asset-backed securities, or other income-producing securities. Increases in
interest rates may cause the value of a portfolio's investments to decline.
Credit risk is the risk that the issuer or the guarantor of a debt security, or
the counterparty to a derivatives contract, will be unable or unwilling to make
timely payments of interest or principal, or to otherwise honor its obligations.
Investment in foreign securities are subject to increased credit risk because of
the difficulties of requiring foreign entities to honor their contractual
commitments, and because a number of foreign governments and other issuers are
already in default. Investments in foreign securities have foreign risk and
currency risk. Foreign risk includes the risk that investments in foreign
securities may experience more rapid and extreme changes in value than if they
invested solely in securities of U.S. companies; foreign companies usually are
not subject to the same degree of regulation as U.S. companies; differing
reporting, accounting, and auditing standards; and the risk that political
changes or diplomatic developments could adversely affect the portfolio's
investments in a foreign country. Currency risk is the risk that fluctuations in
the exchange rates between the U.S. dollar and foreign currencies may negatively
affect the value of the portfolio's investments.
INVESTMENT ADVISER: Alliance Capital Management L.P.
FIDELITY VARIABLE INSURANCE PRODUCTS FUND--EQUITY INCOME PORTFOLIO
INVESTMENT OBJECTIVE
Seeks reasonable income. Also considers the potential for capital appreciation.
Seeks a yield which exceeds the composite yield on the securities comprising the
S&P 500.
POLICIES
Normally invests at least 65% of total assets in income-producing equity
securities. May also invest in other types of equity securities and debt
securities, including lower-quality debt securities. May invest in securities of
both foreign and domestic issuers. Emphasis on above-average income-producing
equity securities tends to lead to investments in large cap "value" stocks. 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. Debt securities have varying
levels of sensitivity to changes in interest rates. In general, the price of a
debt security can fall when interest rates rise. Securities with longer
maturities and mortgage securities can be more sensitive to interest rate
changes. 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.
Lower-quality debt securities (those of less than investment-grade quality) can
be more volatile due to increased sensitivity to adverse issuer, political,
regulatory, market or economic developments. Lower-quality debt securities
involve greater risk of default or price changes due to changes in the credit
quality of the issuer. "Value" stocks can react differently to issuer,
political, market and economic developments than the market as a whole and other
types of stocks. "Value" stocks may not ever realize their full value.
INVESTMENT ADVISER: Fidelity Management & Research Company
58
<PAGE>
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
FIDELITY VARIABLE INSURANCE PRODUCTS FUND--HIGH INCOME PORTFOLIO
INVESTMENT OBJECTIVE
Seeks a high level of current income while also considering growth of capital.
POLICIES
Normally invests at least 65% of total assets in income-producing debt
securities, preferred stocks and convertible securities, with an emphasis on
lower-quality debt securities. May also invest in non-income producing
securities, including defaulted securities and common stocks. Currently intends
to limit common stocks to 10% of total assets. 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, interest rates or other factors that affect security values.
RISKS
Debt securities have varying levels of sensitivity to changes in interest rates.
In general, the price of a debt security can fall when interest rates rise.
Securities with longer maturities and mortgage securities can be more sensitive
to interest rate changes. 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.
Lower-quality debt securities (those of less than investment-grade quality) can
be more volatile due to increased sensitivity to adverse issuer, political,
regulatory, market or economic developments. Lower-quality debt securities
involve greater risk of default or price changes due to changes in the credit
quality of the issuer.
INVESTMENT ADVISER: Fidelity Management & Research Company
Subadvisers: Fidelity Management & Research (U.K.) Inc.; Fidelity Management &
Research Far East Inc.; Fidelity Investments Japan Limited
59
<PAGE>
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II--CONTRAFUND PORTFOLIO
INVESTMENT OBJECTIVE
Seeks long-term capital appreciation.
POLICIES
Normally invests primarily in common stocks of companies whose value the
investment adviser believes is not fully recognized by the public. May invest in
securities of both foreign and domestic issuers. May tend to buy "growth" stocks
or "value" stocks, or a combination of both types. 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, interest rates 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. Debt securities have varying
levels of sensitivity to changes in interest rates. In general, the price of a
debt security can fall when interest rates rise. Securities with longer
maturities and mortgage securities can be more sensitive to interest rate
changes. 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. "Value" stocks can react differently to
issuer, political, market and economic developments than the market as a whole
and other types of stocks. "Value" stocks may not ever realize their full value.
INVESTMENT ADVISER: Fidelity Management & Research Company
Subadvisers: Fidelity Management & Research (U.K.) Inc.; Fidelity Management &
Research Far East Inc.; Fidelity Investments Japan Limited
JANUS ASPEN SERIES--AGGRESSIVE GROWTH PORTFOLIO
INVESTMENT OBJECTIVE
Seeks long-term growth of capital.
POLICIES
A NONDIVERSIFIED portfolio that invests primarily in common stocks selected for
their growth potential and normally invests at least 50% of its equity assets in
medium-sized companies. Medium-sized companies are those whose market
capitalizations at the time of investment fall within the range of companies in
the Standard and Poor's (S&P) MidCap 400 Index. The market capitalizations
within the Index will vary, but as of December 31, 1999, they ranged from
approximately $170 million to $37 billion. May at times hold substantial
positions in cash or similar investments.
RISKS
Because the Portfolio may invest substantially all of its assets in common
stocks, the main risk is that the value of the stocks it holds might decrease in
response to the activities of an individual company or in response to general
market and/or economic conditions. In addition, a NONDIVERSIFIED portfolio has
the ability to take larger positions in a smaller number of issuers. Because the
appreciation or depreciation of a single stock may have a greater impact on the
net asset value of a NONDIVERSIFIED portfolio, its share price can be expected
to fluctuate more than a diversified portfolio. Performance may also be affected
by risks specific to certain types of investments, such as foreign securities,
derivative investments, non-investment grade debt securities
(high-yield/high-risk securities or "junk" bonds) or companies with relatively
small market capitalizations. Smaller or newer companies may suffer more
significant losses as well as realize more substantial growth than larger or
more established issuers. Investments in such companies tend to be more volatile
and somewhat more speculative. Issues associated with investing in foreign
securities include currency risk, political and economic risk, regulatory risk,
market risk and
60
<PAGE>
transaction costs. High-yield/high-risk securities are generally more dependent
on the ability of the issuer to meet interest and principal payments (i.e.,
credit risk). They are more vulnerable to real or perceived economic changes,
political changes or other adverse developments specific to the issuer.
INVESTMENT ADVISER: Janus Capital Corporation
JANUS ASPEN SERIES--BALANCED PORTFOLIO
INVESTMENT OBJECTIVE
Seeks long-term capital growth, consistent with preservation of capital and
balanced by current income.
POLICIES
Normally invests 40-60% of its assets in securities selected primarily for their
growth potential and 40-60% of its assets in securities selected primarily for
their income potential. Will normally invest at least 25% of its assets in
fixed-income securities. Assets may shift between the growth and income
components of the Portfolio based on the portfolio manager's analysis of
relevant market, financial and economic conditions. May at times hold
substantial positions in cash or similar investments.
RISKS
Because the Portfolio may invest a significant portion of its assets in common
stocks, the main risk is that the value of the stocks it holds might decrease in
response to the activities of an individual company or in response to general
market and/or economic conditions. The income component of the Portfolio's
holdings includes fixed-income securities which generally will decrease in value
when interest rates rise. Another risk associated with fixed-income securities
is the risk that an issuer of a bond will be unable to make principal and
interest payments when due (i.e. credit risk). Performance may also be affected
by risks specific to certain types of investments, such as foreign securities,
derivative investments, non-investment grade debt securities
(high-yield/high-risk securities or "junk" bonds) or companies with relatively
small market capitalizations. Smaller or newer companies may suffer more
significant losses as well as realize more substantial growth than larger or
more established issuers. Investments in such companies tend to be more volatile
and somewhat more speculative. Issues associated with investing in foreign
securities include currency risk, political and economic risk, regulatory risk,
market risk and transaction costs. High-yield/high-risk securities are generally
more susceptible to credit risk. They are more vulnerable to real or perceived
economic changes, political changes or other adverse developments specific to
the issuer.
INVESTMENT ADVISER: Janus Capital Corporation
JANUS ASPEN SERIES--GROWTH PORTFOLIO
INVESTMENT OBJECTIVE
Seeks long-term growth of capital in a manner consistent with the preservation
of capital.
POLICIES
Generally invests primarily in common stocks of larger, more established
companies selected for their growth potential, although it can invest in
companies of any size. May at times hold substantial positions in cash or
similar investments.
RISKS
Because the Portfolio may invest substantially all of its assets in common
stocks, the main risk is that the value of the stocks it holds might decrease in
response to the activities of an individual company or in response to general
market and/or economic conditions. Performance may also be affected by risks
specific to certain types of investments, such as foreign securities, derivative
investments, non-investment grade debt securities (high-yield/ high-risk
securities or "junk" bonds) or companies with relatively small market
capitalizations. Smaller or newer companies may suffer more significant losses
as well as realize more substantial growth than larger or more established
issuers. Investments in such companies tend to be more volatile and somewhat
more speculative. Issues associated with investing in foreign securities include
currency risk, political and economic risk, regulatory risk,
61
<PAGE>
market risk and transaction costs. High-yield/high-risk securities are generally
more dependent on the ability of the issuer to meet interest and principal
payments (i.e., credit risk). They are more vulnerable to real or perceived
economic changes, political changes or other adverse developments specific to
the issuer.
INVESTMENT ADVISER: Janus Capital Corporation
JANUS ASPEN SERIES--WORLDWIDE GROWTH PORTFOLIO
INVESTMENT OBJECTIVE
Seeks long-term growth of capital in a manner consistent with the preservation
of capital.
POLICIES
Invests primarily in common stocks of companies of any size throughout the
world. Normally invests in issuers from at least five different countries,
including the United States. May at times invest in fewer than five countries or
even in a single country. May hold substantial positions in cash or similar
investments.
RISKS
Because the Portfolio may invest substantially all of its assets in common
stocks, the main risk is that the value of the stocks it holds might decrease in
response to the activities of an individual company or in response to general
market and/or economic conditions. Performance may also be affected by risks
specific to certain types of investments, such as foreign securities, derivative
investments, non-investment grade debt securities (high-yield/ high-risk
securities or "junk" bonds) or companies with relatively small market
capitalizations. Smaller or newer companies may suffer more significant losses
as well as realize more substantial growth than larger or more established
issuers. Investments in such companies tend to be more volatile and somewhat
more speculative. Issues associated with investing in foreign securities include
currency risk, political and economic risk, regulatory risk, market risk and
transaction costs. High-yield/high-risk securities are generally more dependent
on the ability of the issuer to meet interest and principal payments (i.e.,
credit risk). They are more vulnerable to real or perceived economic changes,
political changes or other adverse developments specific to the issuer.
INVESTMENT ADVISER: Janus Capital Corporation
MFS TOTAL RETURN SERIES
INVESTMENT OBJECTIVE
Seeks primarily to provide above-average income (compared to a portfolio
invested entirely in equity securities) consistent with the prudent employment
of capital. Its secondary objective is to provide a reasonable opportunity for
growth of capital and income.
POLICIES
Under normal market conditions, invests at least 40%, but no more than 75%, of
net assets in common stocks and related securities (referred to as equity
securities); bonds, warrants or rights convertible into stock; and depositary
receipts for those securities. Invests at least 25% of net assets in
non-convertible fixed income securities. May vary the percentage of assets
invested in any one type of security (within the limits described above). May
invest in foreign securities and may have exposure to foreign currencies through
its investment in these securities. Generally, seeks to purchase equity
securities that the investment adviser believes are undervalued in the market
relative to their long-term potential focusing on companies with relatively
large market capitalization (i.e., market capitalizations of $5 billion or
more). Fixed income securities include U.S. government securities,
mortgage-backed and asset-backed securities, and corporate bonds. The series has
engaged and may engage in active and frequent trading to achieve its principal
investment strategies.
RISKS
In allocating investments, the series could miss attractive investment
opportunities by underweighting markets where there are significant returns, and
could lose value by overweighting markets where there are significant declines.
The value of securities held by the series may decline due to changing economic,
political or market conditions, or disappointing earnings results. If
anticipated events do not occur or are delayed, or if investor
62
<PAGE>
perceptions about undervalued securities do not improve, the market price of
these securities may not rise or may fall. Fixed income securities are subject
to interest rate risk (the risk that when interest rates rise, the prices of
fixed income securities will generally fall) and credit risk (the risk that the
issuer of a fixed income security will not be able to pay principal and interest
when due). Securities with longer maturities are affected more by interest rate
risk. Investing in foreign securities involves risks relating to political
social and economic developments abroad, as well as risks resulting from the
differences between the regulations to which U.S. and foreign issuers are
subject. Fixed income securities traded in the over-the-counter market may be
harder to purchase or sell at a fair price. The inability to purchase or sell
these fixed income securities at a fair price could have a negative impact on
the series' performance. Frequent trading may result in the realization and
distribution to shareholders of higher capital gains as compared to a series
with less active trading policies. Frequent trading also increases transaction
costs, which could detract from the series' performance.
INVESTMENT ADVISER: Massachusetts Financial Services Company
[MITCHELL HUTCHINS SERIES TRUST GROWTH AND INCOME PORTFOLIO (CLASS I SHARES)
INVESTMENT OBJECTIVE
Has an investment objective of current income and capital growth.
POLICIES
Invests in a combination of securities to obtain both growth and income. To
obtain growth, the fund invests in stocks that its subadviser believes have
substantial potential for capital growth. To obtain current income, the fund
invests in dividend paying stocks and, to a lesser extent, convertible bonds and
money market instruments.
Invests generally in large capitalization companies. Some of the fund's
investments may be in U.S. dollar denominated securities of foreign issuers. The
fund may (but is not required to) use derivatives as part of its investment
strategy or to help manage portfolio risks.
In deciding which equity securities to buy and sell for the fund, the subadviser
will generally consider, among other things, a company's strength in
fundamentals, its potential for earnings growth over time, and the current price
of its securities relative to their perceived worth. In deciding which fixed
income securities to buy and sell for the fund, the subadviser will generally
consider, among other things, the strength of certain sectors of the fixed
income market relative to others, interest rates and other general market
conditions, as well as the credit quality and financial condition of individual
issuers and, where applicable, the protection afforded by the terms of the
particular obligations.
PRINCIPAL RISKS
An investment in the fund is not guaranteed; you may lose money by investing in
the fund. The principal risks presented by the fund are:
- EQUITY RISK: Stocks and other equity securities generally fluctuate in value
more than bonds. The fund could lose all of its investment in a company's
stock.
- FOREIGN INVESTING RISK: The value of the fund's investments in foreign
securities may fall due to adverse political, social and economic development
abroad.
- DERIVATIVES RISK: The fund's investments in derivatives may rise or fall more
rapidly than other investments.
INVESTMENT ADVISER: Mitchell Hutchins Asset Management Inc.
Subadviser: Alliance Capital Management L.P.]
[MITCHELL HUTCHINS SERIES TRUST TACTICAL ALLOCATION PORTFOLIO (CLASS I SHARES)
INVESTMENT OBJECTIVE
Has an investment objective of total return, consisting of long-term capital
appreciation and current income.
63
<PAGE>
POLICIES
Allocates its assets between a stock portion that is designed to track the
performance of the S&P 500 Composite Stock Index and a fixed income portion that
consists of either five-year U.S. Treasury notes or U.S. Treasury bills with
remaining maturities of 30 days.
The investment adviser reallocates assets in accordance with the recommendations
of its own Tactical Allocation Model on the first business day of each month.
The Model attempts to track the performance of the S&P 500 Index in periods of
strong market performance. The Model attempts to take a more defensive posture
by reallocating assets to bonds or cash when the Model signals a potential bear
market, prolonged downturn in stock prices or significant loss in value. The
Model can recommend stock allocations of 100%, 75%, 50%, 25% or 0%.
If the Model recommends a stock allocation of less than 100%, it also recommends
a fixed income allocation for the remainder of the fund's assets. The Model uses
a bond risk premium determination to decide whether to recommend five-year U.S.
Treasury notes or 30-day U.S. Treasury bills. When the Model recommends a more
than 50% fixed income allocation, the fund must invest in other high quality
bonds or money market instruments to the extent needed to limit the fund's
investments in U.S. Treasury obligations to no more than 55% of its assets. This
limit is imposed by Internal Revenue Code diversification requirements for
segregated asset accounts used to fund variable annuity or variable life
contracts.
PRINCIPAL RISKS
An investment in the fund is not guaranteed; you may lose money by investing in
the fund. The principal risks presented by the fund are:
- ASSET ALLOCATION RISK: The Tactical Allocation Model may not correctly predict
the appropriate time to shift the funds assets from one asset class to
another.
- EQUITY RISK: Stocks and other equity securities generally fluctuate in value
more than bonds. The fund could lose all of its investment in a company's
stock.
- INDEX TRACKING RISK: the fund expects a close correlation between the
performance of its stock investments and that of the S&P 500 Index in both
rising and falling markets. The performance of the fund's stock investments
generally will not be identical to that of the index because of the fees and
expenses borne by the fund and investor purchases and sales of fund shares,
which can occur daily.
- INTEREST RATE RISK: The value of the fund's bond investments will generally
fall when interest rates rise.
- FOREIGN INVESTING RISK: The S&P 500 index includes some U.S. dollar
denominated foreign securities. The value of the fund's investments in foreign
securities may fall due to adverse political, social and economic development
abroad.
INVESTMENT ADVISER: Mitchell Hutchins Asset Management Inc.]
OPPENHEIMER AGGRESSIVE GROWTH FUND/VA
INVESTMENT OBJECTIVE
Seeks to achieve long-term capital appreciation by investing in "growth-type"
companies.
POLICIES
The Fund invests mainly in equity securities, such as common stocks, preferred
stocks and convertible securities. It invests primarily in U.S. companies, but
can also buy foreign stocks. The Fund emphasizes investments in companies that
the Manager believes have potential for increased stock prices relative to the
overall stock market. Growth companies can include established companies
entering a growth cycle in their business, as well as newer companies. The Fund
can invest in securities of issuers of all market capitalizations, but currently
focuses on companies with market capitalizations of $5 billion. The Fund can
also use hedging instruments and certain derivative instruments in an effort to
manage investment risks.
RISKS
The fund's investments in stocks are subject to changes in their value from a
number of factors. They include stock market movements and events affecting
particular industries. Stocks of growth companies may provide greater
64
<PAGE>
opportunities for capital appreciation, but may be more volatile than other
stocks. The Fund invests mainly in small and medium-size companies, which tend
to have more volatile stock prices than large companies.
INVESTMENT ADVISER: OppenheimerFunds, Inc.
OPPENHEIMER MAIN STREET GROWTH & INCOME FUND/VA
INVESTMENT OBJECTIVE
Seeks a high total return (which includes growth in the value of its shares as
well as current income) from equity and debt securities.
POLICIES
Invests in equity securities, such as common stocks, preferred stocks and
convertible securities in the U.S. while the Fund can purchase foreign
securities and debt securities. Currently, it does not emphasize those
investments. Although the fund can invest in securities of issuers of all market
capitalization ranges, it currently focuses on companies with large
capitalizations. The fund can also use hedging instruments and certain
derivative investments to try to manage investment risks.
RISKS
The fund's investments in stocks and bonds are subject to changes in their value
from a number of factors. They include changes in general stock and bond market
movements, or the change in value of particular stocks or bonds because of an
event affecting the issuer. Changes in interest rates can also affect stock and
bond prices. Because the Fund currently focuses its investments in stocks of
U.S. issuers, it will be affected primarily by changes in the U.S. Stock Market.
INVESTMENT ADVISER: OppenheimerFunds, Inc.
OPPENHEIMER STRATEGIC BOND FUND/VA
INVESTMENT OBJECTIVE
Seeks a high level of current income principally derived from interest on debt
securities and seeks to enhance such income by writing covered call options on
debt securities.
POLICIES
Invests mainly in debt securities of issuers in three market sectors: foreign
governments and companies, U.S. government securities and lower-rated high-yield
securities of U.S. companies. Under normal market conditions, the fund invests
in each of those three market sectors. However, the fund is not obligated to do
so, and the amount of its assets in each of the three sectors will vary over
time. The fund can invest up to 100% of its assets in any one sector at any
time, if the manager believes that in doing so the fund can achieve its
objective without undue risk. The fund's foreign investments can include debt
securities of issuers in developed markets as well as emerging markets, which
have special risks. The fund can also use hedging instruments and certain
derivative investments to try to enhance income or try to manage investment
risks.
RISKS
The fund's investments in debt securities are subject to changes in their value
from a number of factors. They include changes in general bond market movements
in the U.S. and abroad, or the change in value of particular bonds because of an
event affecting the issuer. The fund can focus significant amounts of its
investments in foreign debt securities. Therefore, it will be subject to the
risks that economic, political or other events can have on the values of
securities of issuers in particular foreign countries. These risks are
heightened in the case of emerging market debt securities. Changes in interest
rates can also affect securities prices.
INVESTMENT ADVISER: OppenheimerFunds, Inc.
65
<PAGE>
PORTFOLIO PARTNERS, INC. (PPI) MFS CAPITAL OPPORTUNITIES PORTFOLIO (FORMERLY
KNOWN AS PPI MFS VALUE EQUITY PORTFOLIO)
INVESTMENT OBJECTIVE
Seeks capital appreciation.
POLICIES
Invests primarily (at least 65% of total assets) in common stocks and related
securities, such as preferred stock, convertible securities and depositary
receipts. Focuses on companies believed to have favorable growth prospects and
attractive valuations based on current and expected earnings or cash flow.
Investments may include securities traded in the over-the-counter markets.
May invest in foreign securities (including emerging market securities) and may
have exposure to foreign currencies through its investment in these securities,
its direct holdings of foreign currencies or through its use of foreign currency
exchange contracts for the purchase or sale of a fixed quantity of a foreign
currency at a future date.
Also may invest in debt securities issued by both U.S. and foreign companies,
including non-investment grade debt securities.
RISKS
Investment in the portfolio is subject to the following risks:
- MARKET AND COMPANY RISK: The value of the securities in which the portfolio
invests may decline due to changing economic, political or market conditions,
or due to the financial condition of the company which issued the security. In
addition, securities of growth companies may be more volatile because such
companies usually invest a high portion of their earnings in their businesses
and may lack the dividends of value companies, which can cushion the security
prices in a declining market.
- OVER THE COUNTER RISK: Equity securities that are traded over the counter may
be more volatile than exchange listed securities, and the portfolio may
experience difficulty in purchasing or selling these securities at a fair
price.
- FOREIGN MARKETS RISK: Investment in foreign securities involves additional
risks relating to political, social and economic developments abroad. Other
risks from these investments result from the differences between the
regulations to which U.S. and foreign issuers and markets are subject.
- EMERGING MARKETS RISK: Emerging markets are generally defined as countries in
the initial stages of their industrialization cycles with low per capita
income. Investments in emerging markets securities involve all of the risks of
investment in foreign securities, and also have additional risks.
- CURRENCY RISK: Exposure to foreign currencies may cause the value of the
portfolio to decline in the event that the U.S. dollar strengthens against
these currencies, or in the event that foreign governments intervene in the
currency markets.
- INTEREST RATE RISK: Investment in debt securities involves risks relating to
interest rate movement. If interest rates go up, the value of debt securities
held by the portfolio will decline.
- CREDIT RISK: Investment in non-investment grade debt securities involves
credit risk because issuers of non-investment grade securities are more likely
to have difficulty making timely payments of interest or principal.
INVESTMENT ADVISER: Aetna Life Insurance and Annuity Company
Subadviser: Massachusetts Financial Services Company
PORTFOLIO PARTNERS, INC. (PPI) MFS EMERGING EQUITIES PORTFOLIO
INVESTMENT OBJECTIVE
Seeks long-term growth of capital.
POLICIES
Invests primarily (at least 80% of total assets) in common stocks and related
securities, such as preferred stock, convertible securities and depositary
receipts, of emerging growth companies. Emerging growth companies are companies
believed to be either early in their life cycle but which have the potential to
become major enterprises,
66
<PAGE>
or major enterprises whose rates of earnings growth are expected to accelerate.
Investments may include securities traded in the over-the-counter markets.
May also invest in foreign securities and may have exposure to foreign
currencies through its investment in these securities, its direct holdings of
foreign currencies or through its use of foreign currency exchange contracts for
the purchase or sale of a fixed quantity of foreign currency at a future date.
RISKS
Investment in the portfolio is subject to the following risks:
- MARKET AND COMPANY RISK: The value of the securities in which the portfolio
invests may decline due to changing economic, political or market conditions,
or due to the financial condition of the company which issued the security.
- EMERGING GROWTH RISK: The portfolio's performance is particularly sensitive to
changes in the value of emerging growth companies. Investments in emerging
growth companies may be subject to more abrupt or erratic market movements and
may involve greater risks than investments in other companies.
- OVER THE COUNTER RISK: Equity securities that are traded over the counter may
be more volatile than exchange listed securities, and the portfolio may
experience difficulty in purchasing or selling these securities at a fair
price.
- FOREIGN MARKETS RISK: Investment in foreign securities involves risks related
to political, social and economic developments abroad. These risks result from
differences between the regulations to which U.S. and foreign issuers and
Markets are subject.
- CURRENCY RISK: Exposure to foreign currencies may cause the value of the
portfolio to decline if the U.S. dollar strengthens against these currencies
or if foreign governments intervene in the currency markets.
INVESTMENT ADVISER: Aetna Life Insurance and Annuity Company
Subadviser: Massachusetts Financial Services Company
PORTFOLIO PARTNERS, INC. (PPI) MFS RESEARCH GROWTH PORTFOLIO
INVESTMENT OBJECTIVE
Seeks long-term growth of capital and future income.
POLICIES
Invests primarily (at least 65% of total assets) in common stocks and related
securities, such as preferred stock, convertible securities and depositary
receipts. Focuses on companies believed to have favorable prospects for long-
term growth, attractive valuations based on current and expected earnings or
cash flow, dominant or growing market share and superior management. May invest
in companies of any size. Investments may also include securities traded on
securities exchanges or in the over-the-counter markets.
May invest in foreign securities and may have exposure to foreign currencies
through its investment in these securities, its direct holdings of foreign
currencies or through its use of foreign currency exchange contracts for the
purchase or sale of a fixed quantity of foreign currency at a future date.
RISKS
Investment in the portfolio is subject to the following risks:
- MARKET AND COMPANY RISK: The value of the securities in which the portfolio
invests may decline due to changing economic, political or market conditions,
or due to the financial condition of the company which issued the security. In
addition, securities of growth companies may be more volatile because such
companies usually invest a high portion of their earnings in their businesses
and may lack the dividends of value companies, which can cushion the security
prices in a declining market.
- OVER-THE-COUNTER RISK: Equity securities that are traded over-the-counter may
be more volatile than exchange-listed securities, and the portfolio may
experience difficulty in purchasing or selling these securities at a fair
price.
- FOREIGN MARKETS RISK: Investment in foreign securities involves additional
risks relating to political, social and economic developments abroad. Other
risks from these investments result from the differences between the
regulations to which U.S. and foreign issuers and markets are subject.
67
<PAGE>
- CURRENCY RISK: Exposure to foreign currencies may cause the value of the
portfolio to decline if the U.S. dollar strengthens against these currencies
or if foreign governments intervene in the currency markets.
INVESTMENT ADVISER: Aetna Life Insurance and Annuity Company
Subadviser: Massachusetts Financial Services Company
PORTFOLIO PARTNERS, INC. (PPI) SCUDDER INTERNATIONAL GROWTH PORTFOLIO
INVESTMENT OBJECTIVE
Seeks long-term growth of capital.
POLICIES
Invests primarily (at least 65% of total assets) in the equity securities of
foreign companies believed to have high growth potential. Normally invests in
securities of at least three different countries other than the U.S. Will invest
in securities in both developed and developing markets. Seeks to invest in those
companies believed to be best able to capitalize on the growth and changes
taking place within and between various regions of the world. Typically, these
are companies with leading or rapidly developing business franchises, strong
financial positions, and high quality management capable of defining and
implementing strategies to take advantage of local, regional or global markets.
Also may invest in debt securities issued by both U.S. and foreign companies,
including non-investment grade debt securities.
RISKS
Investment in the portfolio is subject to the following risks:
- MARKET AND COMPANY RISK: The value of the securities in which the portfolio
invests may decline due to changing economic, political or market conditions,
or due to the financial condition of the company which issued the security.
- FOREIGN MARKETS RISK: Investment in foreign securities involves additional
risks relating to political, social and economic developments abroad. Other
risks from these investments result from the differences between the
regulations to which U.S. and foreign issuers and markets are subject.
- CURRENCY RISK: Exposure to foreign currencies may cause the value of the
portfolio to decline in the event that the U.S. dollar strengthens against
these currencies, or in the event that foreign governments intervene in the
currency markets.
- EMERGING GROWTH RISK: The portfolio's performance is particularly sensitive to
changes in the value of emerging growth companies. Investments in emerging
growth companies may be subject to more abrupt or erratic market movements and
may involve greater risks than investments in other companies.
- INTEREST RATE RISK: Investment in debt securities involves risks relating to
interest rate movement. If interest rates go up, the value of debt securities
held by the portfolio will decline.
- CREDIT RISK: Investment in non-investment grade debt securities involves
credit risk because issuers of non-investment grade securities are more likely
to have difficulty making timely payments of interest or principal.
INVESTMENT ADVISER: Aetna Life Insurance and Annuity Company
Subadviser: Scudder Kemper Investments, Inc.
68
<PAGE>
VARIABLE ANNUITY ACCOUNT B
OF
AETNA LIFE INSURANCE AND ANNUITY COMPANY
STATEMENT OF ADDITIONAL INFORMATION DATED DECEMBER 15, 2000
GROUP OR INDIVIDUAL VARIABLE ANNUITY
This Statement of Additional Information is not a prospectus and should be read
in conjunction with the current prospectus for Variable Annuity Account B (the
"separate account") dated December 15, 2000.
A free prospectus is available upon request from the local Aetna Life Insurance
and Annuity Company office or by writing to or calling:
Aetna Financial Services
Annuity Services
151 Farmington Avenue
Hartford, Connecticut 06156-1258
1-800-238-6219
Read the prospectus before you invest. Unless otherwise indicated, terms used in
this Statement of Additional Information shall have the same meaning as in the
prospectus.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>
General Information and History........................................................................... 2
Variable Annuity Account B................................................................................ 2
Offering and Purchase of Contracts........................................................................ 3
Performance Data.......................................................................................... 3
General............................................................................................... 3
Average Annual Total Return Quotations................................................................ 4
Income Phase Payments..................................................................................... 7
Sales Material and Advertising............................................................................ 8
Independent Auditors...................................................................................... 9
Financial Statements of the Separate Account.............................................................. S-1
Financial Statements of Aetna Life Insurance and Annuity Company and Subsidiaries......................... F-1
</TABLE>
<PAGE>
GENERAL INFORMATION AND HISTORY
Aetna Life Insurance and Annuity Company (the Company, we, us, our) issues the
contract described in the prospectus and is responsible for providing each
contract's insurance and annuity benefits. We are a stock life insurance
company which was organized under the insurance laws of the State of
Connecticut in 1976 and an indirect wholly-owned subsidiary of ING Groep N.V.,
a global financial institution active in the fields of insurance, banking and
asset management. Through a merger, our assets include the business of Aetna
Variable Annuity Life Insurance Company (formerly Participating Annuity Life
Insurance Company organized in 1954). We are engaged in the business of issuing
life insurance and annuities. Our Home Office is located at 151 Farmington
Avenue, Hartford, Connecticut 06156.
As of December 31, 1999, the Company and its subsidiary life company had $53
billion invested through its products, including $39 billion in its separate
accounts (of which the Company, or its subsidiary Aeltus Management, Inc.,
oversees the management of $24 billion). The Company is ranked among the top 2%
of all U.S. life insurance companies rated by A.M. Best Company based on assets
as of December 31, 1998.
In addition to serving as the depositor for the separate account, the Company
is a registered investment adviser under the Investment Advisers Act of 1940.
We provide investment advice to several of the registered management investment
companies offered as variable investment options under the contracts funded by
the separate account (see "Variable Annuity Account B" below).
Other than the mortality and expense risk charge and administrative expense
charge described in the prospectus, all expenses incurred in the operations of
the separate account are borne by the Company. See "Fees" in the prospectus. We
receive reimbursement for certain administrative costs from some advisers of the
funds used as funding options under the contract. These fees generally range up
to 0.425%.
The assets of the separate account are held by the Company. The separate account
has no custodian. However, the funds in whose shares the assets of the separate
account are invested each have custodians, as discussed in their respective
prospectuses.
From this point forward, the term "contract(s)" refers only to those offered
through the prospectus.
VARIABLE ANNUITY ACCOUNT B
Variable Annuity Account B is a separate account established by the Company for
the purpose of funding variable annuity contracts issued by the Company. The
separate account is registered with the Securities and Exchange Commission
(SEC) as a unit investment trust under the Investment Company Act of 1940, as
amended. Purchase payments to accounts under the contract may be allocated to
one or more of the subaccounts. Each subaccount invests in the shares of only
one of the funds listed below. We may make additions to, deletions from or
substitutions of available investment options as permitted by law and subject
to the conditions of the contract. The availability of the funds is subject to
applicable regulatory authorization. Not all funds are available in all
jurisdictions.
2
<PAGE>
The funds currently available under the contract are as follows:
<TABLE>
<S> <C>
AETNA BALANCED VP, INC. FIDELITY VARIABLE INSURANCE PRODUCTS FUND (VIP ) HIGH INCOME
Aetna Income Shares d/b/a AETNA BOND VP PORTFOLIO
AETNA GROWTH VP FIDELITY VARIABLE INSURANCE PRODUCTS FUND II (VIP II)
Aetna Variable Fund d/b/a AETNA GROWTH AND INCOME VP CONTRAFUND-Registered Trademark- PORTFOLIO
AETNA INDEX PLUS LARGE CAP VP JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
AETNA INTERNATIONAL VP JANUS ASPEN BALANCED PORTFOLIO
Aetna Variable Encore Fund d/b/a AETNA MONEY MARKET VP JANUS ASPEN GROWTH PORTFOLIO
AETNA SMALL COMPANY VP JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
AETNA TECHNOLOGY VP MFS TOTAL RETURN SERIES
AIM V.I. CAPITAL APPRECIATION FUND MITCHELL HUTCHINS SERIES TRUST GROWTH AND INCOME PORTFOLIO
AIM V.I. GOVERNMENT SECURITIES FUND MITCHELL HUTCHINS SERIES TRUST TACTICAL ALLOCATION PORTFOLIO
AIM V.I. GROWTH FUND OPPENHEIMER AGGRESSIVE GROWTH FUND/VA
AIM V.I. GROWTH AND INCOME FUND OPPENHEIMER MAIN STREET GROWTH & INCOME FUND/VA
AIM V.I. VALUE FUND OPPENHEIMER STRATEGIC BOND FUND/VA
ALLIANCE VARIABLE PRODUCTS -- GROWTH AND INCOME PORTFOLIO PORTFOLIO PARTNERS (PPI) MFS CAPITAL OPPORTUNITIES PORTFOLIO
ALLIANCE VARIABLE PRODUCTS -- PREMIER GROWTH PORTFOLIO (formerly PPI MFS Value Equity Portfolio)
ALLIANCE VARIABLE PRODUCTS -- QUASAR PORTFOLIO PORTFOLIO PARTNERS, INC. (PPI) MFS EMERGING EQUITIES PORTFOLIO
FIDELITY VARIABLE INSURANCE PRODUCTS FUND (VIP) EQUITY-INCOME PORTFOLIO PARTNERS, INC. (PPI) MFS RESEARCH GROWTH PORTFOLIO
PORTFOLIO PORTFOLIO PARTNERS, INC. (PPI) SCUDDER INTERNATIONAL
FIDELITY VARIABLE INSURANCE PRODUCTS FUND (VIP) GROWTH GROWTH PORTFOLIO
PORTFOLIO
</TABLE>
Complete descriptions of each of the funds, including their investment
objectives, policies, risks and fees and expenses, are contained in the
prospectuses and statements of additional information for each of the funds.
OFFERING AND PURCHASE OF CONTRACT
The Company is the depositor and the Company's broker-dealer subsidiary, Aetna
Investment Services, LLC (AIS), will serve as the principal underwriter for the
securities sold under the prospectus. AIS, a Delaware limited liability
company, is registered as a broker-dealer with the SEC. AIS is also a member of
the National Association of Securities Dealers, Inc. and the Securities
Investor Protection Corporation. AIS' principal office is located at 151
Farmington Avenue, Hartford, Connecticut 06156. We distribute the contracts
through life insurance agents licensed to sell variable annuities who are
registered representatives of the Company or of other registered broker-dealers
who have sales agreements with AIS. The offering of the contracts is
continuous. A description of the manner in which the contracts are purchased
can be found in the prospectus under the sections entitled "Purchase and
Rights" and "Your Account Value."
PERFORMANCE DATA
GENERAL
From time to time, we may advertise different types of historical performance
for the subaccounts of the separate account available under the contract. We may
advertise the "standardized average annual total returns," calculated in a
manner prescribed by the Securities and Exchange Commission (the "standardized
return"), as well as "non-standardized returns," both of which are described
below.
3
<PAGE>
The standardized and non-standardized total return figures are computed
according to a formula in which a hypothetical initial purchase payment of
$1,000 is applied to the various subaccounts under the contract, and then
related to the ending redeemable values over one, five and ten year periods (or
fractional periods thereof). The redeemable value is then divided by the initial
investment and this quotient is taken to the Nth root (N represents the number
of years in the period) and 1 is subtracted from the result which is then
expressed as a percentage, carried to at least the nearest hundredth of a
percent. The standardized figures use the actual returns of the fund since the
date contributions were first received in the fund under the separate account,
adjusted to reflect the deduction of the maximum recurring charges under the
contract during the accumulation phase for each period (i.e., a 0.35% mortality
and expense risk charge and a 0.15% administrative expense charge). These
charges will be deducted on a pro rata basis in the case of fractional periods.
The non-standardized figures will be calculated in a similar manner, except that
they may also include monthly, quarterly, year-to-date and three-year periods,
and may include returns calculated from the fund's inception date and/or the
date contributions were first received in the fund under the separate account.
The non-standardized returns shown in the tables below also reflect the
deduction of the maximum recurring charges under the contract.
Investment results of the funds will fluctuate over time, and any presentation
of the subaccounts' total return quotations for any prior period should not be
considered as a representation of how the subaccounts will perform in any future
period. Additionally, the account value upon redemption may be more or less than
your original cost.
AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - STANDARDIZED AND NON-STANDARDIZED
The tables below reflect the average annual standardized and non-standardized
total return quotation figures for the periods ended December 31, 1999, for the
subaccounts under the contract. The standardized and non-standardized returns
assume the maximum accumulation phase charges under the contract as described
under "GENERAL" above.
For the subaccounts funded by the Portfolio Partners portfolios, two sets of
performance returns are shown for each subaccount: one showing performance based
solely on the performance of the Portfolio Partners portfolio from November 28,
1997 the date the Portfolio commenced operations; and one quotation based on (a)
performance through November 26, 1997 of the fund it replaced under many
contracts and (b) after November 26, 1997 based on the performance of the
Portfolio Partners portfolio.
For those subaccounts where results are not available for the full calendar
period indicated, performance for such partial periods is shown in the column
labeled "Since Inception". For standardized performance, the "Since Inception"
column shows the average annual return since the date contributions were first
received in the fund under the separate account. For non-standardized
performance, the "Since Inception" column shows the average annual total return
since the fund's inception date.
4
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------
DATE
CONTRIBUTIONS
STANDARDIZED FIRST RECEIVED
UNDER THE
SEPARATE ACCOUNT
----------------------------------------------------------------------------------------------------------------------------------
SINCE
SUBACCOUNT 1 YEAR 5 YEAR 10 YEAR INCEPTION*
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Aetna Balanced VP, Inc.(1) 13.04% 18.39% 12.71%
----------------------------------------------------------------------------------------------------------------------------------
Aetna Bond VP(1) (1.23%) 6.79% 7.18%
----------------------------------------------------------------------------------------------------------------------------------
Aetna Growth VP 34.30% 35.58% 05/30/1997
----------------------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP(1) 16.84% 22.90% 14.95%
----------------------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP 23.68% 29.37% 10/31/1996
----------------------------------------------------------------------------------------------------------------------------------
Aetna International VP 50.58% 25.44% 05/05/1998
----------------------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP(1)(2) 4.56% 4.96% 4.80%
----------------------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP 30.20% 19.54% 05/30/1997
----------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund 43.90% 64.78% 10/02/1998
----------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth Fund 34.56% 59.33% 10/02/1998
----------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth and Income Fund 33.58% 56.11% 10/02/1998
----------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Value Fund 29.25% 52.79% 10/02/1998
----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio 5.80% 18.02% 18.01% 12/30/1994
----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio 36.75% 29.09% 29.08% 12/30/1994
----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio 7.62% 8.80% 06/30/1995
----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund(R) Portfolio 23.64% 24.24% 06/30/1995
----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio 124.29% 35.55% 33.87% 10/31/1994
----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio 26.13% 24.09% 01/31/1995
----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio 43.27% 29.24% 26.93% 07/29/1994
----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio 63.63% 34.99% 04/28/1995
----------------------------------------------------------------------------------------------------------------------------------
MFS(R) Total Return Series 2.57% 12.21% 05/31/1996
----------------------------------------------------------------------------------------------------------------------------------
Mitchell Hutchins Growth & Income Portfolio 9.30% 05/05/1999
----------------------------------------------------------------------------------------------------------------------------------
Mitchell Hutchins Tactical Allocation Portfolio 8.40% 05/17/1999
----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund/VA 82.69% 36.86% 05/30/1997
----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Main Street Growth & Income Fund/VA 21.10% 17.08% 05/30/1997
----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund/VA 2.32% 4.08% 05/30/1997
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
PPI MFS Capital Opportunities Portfolio 48.05% 35.78% 11/28/1997
----------------------------------------------------------------------------------------------------------------------------------
Neuberger Berman AMT Growth/PPI MFS Capital
Opportunities(3) 48.05% 27.28% 18.94% 11/30/1992
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
PPI MFS Emerging Equities Portfolio 50.13% 36.43% 11/28/1997
----------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap/PPI MFS Emerging Equities(3) 50.13% 25.66% 19.51% 09/30/1993
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
PPI MFS Research Growth Portfolio 23.42% 20.72% 11/28/1997
----------------------------------------------------------------------------------------------------------------------------------
American Century VP Capital Appreciation/PPI MFS
Research Growth(3) 23.42% 12.62% 11.02% 08/31/1992
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
PPI Scudder International Growth Portfolio 57.62% 35.68% 11/28/1997
----------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A/PPI Scudder
International Growth(3) 57.62% 20.66% 17.63% 08/31/1992
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Please refer to the discussion preceding the tables for an explanation of the
charges included and methodology used in calculating the standardized and
non-standardized figures. These figures represent historical performance and
should not be considered a projection of future performance.
* Reflects performance from the date contributions were first received in the
fund under the separate account.
(1) These funds have been available through the separate account for more than
ten years.
(2) The current yield for the subaccount for the seven-day period ended
December 31, 1999 (on an annualized basis) was 5.30%. Current yield more
closely reflects current earnings than does total return. The current yield
reflects the deduction of all charges under the contract that are deducted
from the total return quotations shown above.
(3) The fund first listed was replaced with the applicable Portfolio Partners
Portfolio after the close of business on November 26, 1997. The performance
shown is based on the performance of the replaced fund until November 26,
1997, and the performance of the applicable Portfolio Partners Portfolio
after that date. The replaced fund may not have been available under all
contracts. The "Date Contributions First Received Under the Separate
Account" refers to the applicable date for the replaced fund. If no date is
shown, contributions were first received in the replaced fund under the
separate account more than ten years ago.
5
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------
FUND
NON-STANDARDIZED INCEPTION
DATE
----------------------------------------------------------------------------------------------------------------------------------
SINCE
SUBACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS INCEPTION**
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Aetna Balanced VP, Inc.(1) 13.04% 17.03% 18.39% 12.71%
----------------------------------------------------------------------------------------------------------------------------------
Aetna Bond VP(1) (1.23%) 4.63% 6.79% 7.18%
----------------------------------------------------------------------------------------------------------------------------------
Aetna Growth VP 34.30% 34.53% 34.57% 12/13/1996
----------------------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP(1) 16.84% 19.82% 22.90% 14.95%
----------------------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP 23.68% 29.22% 29.86% 09/16/1996
----------------------------------------------------------------------------------------------------------------------------------
Aetna International VP 50.58% 34.77% 12/22/1997
----------------------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP(1)(2) 4.56% 4.81% 4.96% 4.80%
----------------------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP 30.20% 20.57% 20.97% 12/27/1996
----------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund 43.90% 24.49% 24.97% 21.73% 05/05/1993
----------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Government Securities Fund (1.81%) 4.24% 5.80% 4.15% 05/05/1993
----------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth Fund 34.56% 31.37% 29.01% 22.32% 05/05/1993
----------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth and Income Fund 33.58% 28.53% 27.55% 23.88% 05/02/1994
----------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Value Fund 29.25% 27.98% 26.60% 22.46% 05/05/1993
----------------------------------------------------------------------------------------------------------------------------------
Alliance Growth and Income Portfolio 10.82% 19.54% 23.30% 14.91% 01/14/1991
----------------------------------------------------------------------------------------------------------------------------------
Alliance Premier Growth Portfolio 31.66% 37.19% 35.36% 25.71% 06/26/1992
----------------------------------------------------------------------------------------------------------------------------------
Alliance Quasar Portfolio 16.50% 9.32% 10.09% 08/05/1996
----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio(1) 5.80% 14.42% 18.02% 13.92%
----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio(1) 36.75% 32.61% 29.09% 19.34%
----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio(1) 7.62% 6.25% 10.33% 11.88%
----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund(R) Portfolio 23.64% 25.47% 27.12% 01/03/1995
----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio 124.29% 49.76% 35.55% 33.75% 09/13/1993
----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio 26.13% 26.98% 24.06% 20.02% 09/13/1993
----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio 43.27% 33.18% 29.24% 23.66% 09/13/1993
----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio 63.63% 36.64% 32.94% 29.07% 09/13/1993
----------------------------------------------------------------------------------------------------------------------------------
MFS(R) Total Return Series 2.57% 11.44% 14.84% 01/03/1995
----------------------------------------------------------------------------------------------------------------------------------
Mitchell Hutchins Growth & Income Portfolio 10.68% 01/04/1999
----------------------------------------------------------------------------------------------------------------------------------
Mitchell Hutchins Tactical Allocation Portfolio 17.95% 01/04/1999
----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund/VA(1) 82.69% 31.42% 29.06% 19.70%
----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Main Street Growth & Income Fund/VA 21.10% 18.48% 25.17% 07/05/1995
----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund/VA 2.32% 4.25% 7.71% 5.65% 05/03/1993
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
PPI MFS Capital Opportunities Portfolio 48.05% 35.69% 11/28/1997
----------------------------------------------------------------------------------------------------------------------------------
Neuberger Berman AMT Growth/PPI MFS Capital
Opportunities(3) 48.05% 32.90% 27.28% 15.74%
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
PPI MFS Emerging Equities Portfolio 50.13% 36.42% 11/28/1997
----------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap/PPI MFS Emerging
Equities(3) 50.13% 28.16% 25.66% 19.37%
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
PPI MFS Research Growth Portfolio 23.42% 20.72% 11/28/1997
----------------------------------------------------------------------------------------------------------------------------------
American Century VP Capital Appreciation/PPI MFS
Research Growth(3) 23.42% 13.41% 12.62% 10.29%
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
PPI Scudder International Growth Portfolio 57.62% 35.82% 11/28/1997
----------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A/PPI
Scudder International Growth(3) 57.62% 26.53% 20.66% 13.02%
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Please refer to the discussion preceding the tables for an explanation of the
charges included and methodology used in calculating the standardized and
non-standardized figures. These figures represent historical performance and
should not be considered a projection of future performance.
** Reflects performance from the fund's inception date.
(1) These funds have been in operation for more than ten years.
(2) The current yield for the subaccount for the seven-day period ended
December 31, 1999 (on an annualized basis) was 5.30%. Current yield more
closely reflects current earnings than does total return. The current yield
reflects the deduction of all charges under the contract that are deducted
from the total return quotations shown above.
(3) The fund first listed was replaced with the applicable Portfolio Partners
Portfolio after the close of business on November 26, 1997. The performance
shown is based on the performance of the replaced fund until November 26,
1997, and the performance of the applicable Portfolio Partners Portfolio
after that date. The replaced fund may not have been available under all
contracts. The "Fund Inception Date" refers to the applicable date for the
replaced fund. If no date is shown, the replaced fund has been in operation
for more than ten years.
6
<PAGE>
INCOME PHASE PAYMENTS
When you begin receiving payments under the contract during the income phase
(see "Income Phase" in the prospectus), the value of your account is determined
using accumulation unit values as of the tenth valuation before the first income
phase payment is due. Such value (less any applicable premium tax) is applied to
provide income phase payments to you in accordance with the income phase payment
option and investment options elected.
The annuity option tables found in the contract show, for each option, the
amount of the first income phase payment for each $1,000 of value applied.
Thereafter, variable income phase payments fluctuate as the annuity unit
value(s) fluctuates with the investment experience of the selected investment
option(s). The first income phase payment and subsequent income phase payments
also vary depending upon the assumed net investment rate selected (3.5% or 5%
per annum). Selection of a 5% rate causes a higher first income phase payment,
but payments will increase thereafter only to the extent that the investment
performance of the subaccounts you selected is greater than 5% annually, after
deduction of fees. Income phase payments would decline if the performance was
less than 5%. Use of the 3.5% assumed rate causes a lower first income phase
payment, but subsequent income phase payments would increase more rapidly or
decline more slowly as changes occur in the performance of the subaccounts
selected.
When the income phase begins, the annuitant is credited with a fixed number of
annuity units (which does not change thereafter) in each of the designated
investment options. This number is calculated by dividing (a) by (b), where (a)
is the amount of the first income phase payment based on a particular investment
option, and (b) is the then current annuity unit value for that investment
option. As noted, annuity unit values fluctuate from one valuation to the next
(see "Your Account Value" in the prospectus); such fluctuations reflect changes
in the net investment factor for the appropriate subaccount(s) (with a ten
valuation lag which gives the Company time to process income phase payments) and
a mathematical adjustment which offsets the assumed net investment rate of 3.5%
or 5% per annum.
The operation of all these factors can be illustrated by the following
hypothetical example. These procedures will be performed separately for the
investment options selected during the income phase.
EXAMPLE:
Assume that, at the date income phase payments are to begin, there are 3,000
accumulation units credited under a particular contract and that the value of an
accumulation unit for the tenth valuation prior to retirement was $13.650000.
This produces a total value of $40,950.
Assume also that no premium tax is payable and that the annuity table in the
contract provides, for the income phase payment option elected, a first monthly
variable income phase payment of $6.68 per $1000 of value applied; the
annuitant's first monthly income phase payment would thus be $40.950 multiplied
by $6.68, or $273.55.
Assume then that the value of an annuity unit upon the valuation on which the
first income phase payment was due was $13.400000. When this value is divided
into the first monthly income phase payment, the number of annuity units is
determined to be 20.414. The value of this number of annuity units will be paid
in each subsequent month.
7
<PAGE>
If the net investment factor with respect to the appropriate subaccount is
1.0015000 as of the tenth valuation preceding the due date of the second monthly
income phase payment, multiplying this factor by .9999058* (to take into account
the assumed net investment rate of 3.5% per annum built into the number of
annuity units determined above) produces a result of 1.0014057. This is then
multiplied by the annuity unit value for the prior valuation (assume such value
to be $13.504376) to produce an annuity unit value of $13.523359 for the
valuation occurring when the second income phase payment is due. The second
monthly income phase payment is then determined by multiplying the number of
annuity units by the current annuity unit value, or 20.414 times $13.523359,
which produces an income phase payment of $276.07.
*If an assumed net investment rate of 5% is elected, the appropriate factor to
take into account such assumed rate would be .9998663.
SALES MATERIAL AND ADVERTISING
We may include hypothetical illustrations in our sales literature that explain
the mathematical principles of dollar cost averaging, compounded interest, tax
deferred accumulation, and the mechanics of variable annuity contracts. We may
also discuss the difference between variable annuity contracts and other types
of savings or investment products such as personal savings accounts and
certificates of deposit.
We may distribute sales literature that compares the percentage change in
accumulation unit values for any of the subaccounts to established market
indices such as the Standard & Poor's 500 Stock Index and the Dow Jones
Industrial Average or to the percentage change in values of other management
investment companies that have investment objectives similar to the subaccount
being compared.
We may publish in advertisements and reports the ratings and other information
assigned to us by one or more independent rating organizations such as A.M. Best
Company, Duff & Phelps, Standard & Poor's Corporation and Moody's Investors
Service, Inc. The purpose of the ratings is to reflect our financial strength
and/or claims-paying ability. We may also quote ranking services such as
Morningstar's Variable Annuity/Life Performance Report and Lipper's Variable
Insurance Products Performance Analysis Service (VIPPAS), which rank variable
annuity or life subaccounts or their underlying funds by performance and/or
investment objective. We may categorize the underlying funds in terms of the
asset classes they represent and use such categories in marketing materials for
the contract. We may illustrate in advertisements the performance of the
underlying funds, if accompanied by performance which also shows the performance
of such funds reduced by applicable charges under the separate account. We may
also show in advertisements the portfolio holdings of the underlying funds,
updated at various intervals. From time to time, we will quote articles from
newspapers and magazines or other publications or reports such as The Wall
Street Journal, Money magazine, USA Today and The VARDS Report.
We may provide in advertising, sales literature, periodic publications or other
materials information on various topics of interest to current and prospective
contract holders. These topics may include the relationship between sectors of
the economy and the economy as a whole and its effect on various securities
markets, investment strategies and techniques (such as value investing, market
timing, dollar cost averaging, asset allocation, constant ratio transfer and
account rebalancing), the advantages and disadvantages of investing in
tax-deferred and taxable investments, customer profiles and hypothetical
purchase and investment scenarios, financial management and tax and retirement
planning, and investment alternatives to certificates of deposit and other
financial instruments, including comparison between the contract and the
characteristics of and market for such financial instruments.
8
<PAGE>
INDEPENDENT AUDITORS
KPMG LLP, One Financial Plaza, 755 Main Street, Hartford, Connecticut 06103,
are the independent auditors for the separate account and for the Company. The
services provided to the separate account include primarily the audit of the
separate account's financial statements and the review of filings made with the
SEC.
9
<PAGE>
FINANCIAL STATEMENTS
VARIABLE ANNUITY ACCOUNT B
Index
<TABLE>
<CAPTION>
Page
<S> <C>
Statement of Assets and Liabilities........................................S-2
Statement of Operations....................................................S-8
Statements of Changes in Net Assets........................................S-8
Condensed Financial Information............................................S-9
Notes to Financial Statements..............................................S-19
Independent Auditors' Report...............................................S-33
</TABLE>
S-1
<PAGE>
Variable Annuity Account B
Statement of Assets and Liabilities - December 31, 1999
ASSETS:
Investments, at net asset value: (Note 1)
<TABLE>
<CAPTION>
Net
Shares Cost Assets
------ ---- ------
<S> <C> <C> <C>
Aetna Ascent VP: 1,339,218 $ 19,497,391 $ 19,981,127
Aetna Balanced VP, Inc.: 13,294,723 200,294,733 206,998,843
Aetna Bond VP: 8,139,100 105,951,065 99,052,842
Aetna Crossroads VP: 1,811,648 24,397,709 24,946,398
Aetna Get Fund, Series C: 557,907 6,337,611 7,124,468
Aetna Get Fund, Series D: 16,585,252 167,045,093 176,632,929
Aetna Get Fund, Series E: 35,440,889 358,288,306 381,698,376
Aetna Get Fund, Series G: 20,429,610 205,920,149 211,855,059
Aetna Get Fund, Series H: 172,261 1,724,516 1,726,955
Aetna Growth and Income VP: 38,230,584 1,242,232,773 1,173,296,609
Aetna Growth VP: 4,099,459 62,421,793 71,002,637
Aetna High Yield VP: 27,918 261,762 245,682
Aetna Index Plus Large Cap VP: 11,455,392 215,316,778 239,074,027
Aetna Index Plus Mid Cap VP: 69,900 908,995 866,762
Aetna Index Plus Small Cap VP: 83,607 815,021 911,313
Aetna International VP: 285,162 4,209,331 4,539,776
Aetna Legacy VP: 2,367,470 29,607,908 29,569,704
Aetna Money Market VP: 16,084,329 214,007,331 215,772,879
Aetna Real Estate Securities VP: 250,934 2,121,243 1,939,720
Aetna Small Company VP: 1,549,015 19,347,626 25,589,722
Aetna Value Opportunity VP: 1,030,379 14,096,136 16,918,826
AIM V.I. Funds:
Capital Appreciation Fund: 280,246 7,859,362 9,971,139
Growth and Income Fund: 743,596 19,743,238 23,490,185
Growth Fund: 587,010 16,219,102 18,931,063
Value Fund: 1,248,557 37,154,670 41,826,668
Alger American Funds:
Balanced Portfolio: 399,088 4,045,034 6,213,801
Income & Growth Portfolio: 1,085,760 10,917,112 19,087,670
Leveraged AllCap Portfolio: 433,195 10,067,916 25,112,341
American Century VP Funds:
Balanced Fund: 443,179 3,338,472 3,452,367
International Fund: 599,923 4,078,203 7,499,031
Calvert Social Balanced Portfolio: 1,193,697 2,580,920 2,589,130
Federated Insurance Series:
American Leaders Fund II: 6,011,859 101,875,749 125,166,912
Equity Income Fund II: 1,866,873 23,409,796 30,392,700
Growth Strategies Fund II: 1,511,581 23,895,134 46,677,628
High Income Bond Fund II: 4,082,647 42,574,388 41,806,306
International Equity Fund II: 1,046,515 13,236,657 28,925,669
Prime Money Fund II: 8,657,471 8,657,471 8,657,471
U.S. Government Securities Fund II: 1,213,486 12,886,100 12,814,411
Utility Fund II: 1,850,767 22,657,976 26,558,505
Fidelity Variable Insurance Products Fund:
Equity-Income Portfolio: 7,458,378 173,930,775 191,754,908
Growth Portfolio: 3,804,524 141,323,786 208,982,521
High Income Portfolio: 5,543,291 65,301,314 62,694,624
Overseas Portfolio: 732,104 15,274,074 20,088,940
</TABLE>
S-2
<PAGE>
Variable Annuity Account B
Statement of Assets and Liabilities - December 31, 1999 (continued):
<TABLE>
<CAPTION>
Net
Shares Cost Assets
------ ---- ------
<S> <C> <C> <C>
Fidelity Variable Insurance Products Fund II:
Asset Manager Portfolio: 1,152,622 $ 19,622,237 $ 21,519,462
Contrafund Portfolio: 8,061,682 178,179,619 234,998,024
Index 500 Portfolio: 1,018,264 137,567,179 170,467,635
Investment Grade Bond Portfolio: 338,820 4,044,947 4,120,050
Janus Aspen Series:
Aggressive Growth Portfolio: 4,601,525 174,527,385 274,665,000
Balanced Portfolio: 6,637,676 145,141,742 185,323,915
Flexible Income Portfolio: 1,714,747 20,581,641 19,582,411
Growth Portfolio: 6,624,687 166,042,220 222,920,706
Worldwide Growth Portfolio: 10,088,356 298,223,051 481,718,979
Lexington Emerging Markets Fund, Inc.: 200,939 1,994,956 2,574,027
Lexington Natural Resources Trust Fund: 253,314 3,663,108 3,168,963
MFS Funds:
Global Government Series: 163,850 1,695,439 1,643,414
Total Return Series: 2,861,377 48,938,636 50,789,444
Mitchell Hutchins Series Trust:
Growth & Income Portfolio: 49,539 735,854 809,956
Small Cap Portfolio: 11,313 163,053 172,522
Tactical Allocation Portfolio: 446,856 7,328,726 7,364,195
Oppenheimer Funds:
Aggressive Growth Fund/VA: 375,791 22,642,573 30,931,348
Global Securities Fund/VA: 284,758 7,200,987 9,513,748
Main Street Growth & Income Fund/VA: 2,288,522 48,877,782 56,366,293
Strategic Bond Fund/VA: 3,983,514 19,810,756 19,798,066
Portfolio Partners, Inc. (PPI):
PPI MFS Emerging Equities Portfolio: 2,212,287 118,884,638 183,243,707
PPI MFS Research Growth Portfolio: 6,937,544 76,162,887 102,536,898
PPI MFS Value Equity Portfolio: 1,003,064 37,923,777 54,937,791
PPI Scudder International Growth Portfolio: 1,390,831 31,810,842 35,452,273
PPI T. Rowe Price Growth Equity Portfolio: 1,921,115 85,993,480 126,793,561
-------------- ----------------
NET ASSETS $5,313,588,034 $ 6,173,851,032
============== ================
</TABLE>
S-3
<PAGE>
Variable Annuity Account B
Statement of Assets and Liabilities - December 31, 1999 (continued):
Net assets represented by:
Reserves for annuity contracts in accumulation and payment period:
(Notes 1 and 6)
<TABLE>
<S> <C>
Aetna Ascent VP:
Annuity contracts in accumulation .............................................. $ 19,981,127
Aetna Balanced VP, Inc.:
Annuity contracts in accumulation .............................................. 180,920,898
Annuity contracts in payment period ............................................ 26,077,945
Aetna Bond VP:
Annuity contracts in accumulation .............................................. 93,390,139
Annuity contracts in payment period ............................................ 5,662,703
Aetna Crossroads VP:
Annuity contracts in accumulation .............................................. 23,405,948
Annuity contracts in payment period ............................................ 1,540,450
Aetna Get Fund, Series C:
Annuity contracts in accumulation .............................................. 7,124,468
Aetna Get Fund, Series D:
Annuity contracts in accumulation .............................................. 176,632,929
Aetna Get Fund, Series E:
Annuity contracts in accumulation .............................................. 381,698,376
Aetna Get Fund, Series G:
Annuity contracts in accumulation .............................................. 211,855,059
Aetna Get Fund, Series H:
Annuity contracts in accumulation .............................................. 1,726,955
Aetna Growth and Income VP:
Annuity contracts in accumulation .............................................. 980,638,280
Annuity contracts in payment period ............................................ 192,658,329
Aetna Growth VP:
Annuity contracts in accumulation .............................................. 66,260,594
Annuity contracts in payment period ............................................ 4,742,043
Aetna High Yield VP:
Annuity contracts in accumulation .............................................. 245,682
Aetna Index Plus Large Cap VP:
Annuity contracts in accumulation .............................................. 198,210,089
Annuity contracts in payment period ............................................ 40,863,938
Aetna Index Plus Mid Cap VP:
Annuity contracts in accumulation .............................................. 866,762
Aetna Index Plus Small Cap VP:
Annuity contracts in accumulation .............................................. 911,313
Aetna International VP:
Annuity contracts in accumulation .............................................. 4,434,269
Annuity contracts in payment period ............................................ 105,507
Aetna Legacy VP:
Annuity contracts in accumulation .............................................. 26,597,646
Annuity contracts in payment period ............................................ 2,972,058
Aetna Money Market VP:
Annuity contracts in accumulation .............................................. 214,710,443
Annuity contracts in payment period ............................................ 1,062,436
Aetna Real Estate Securities VP:
Annuity contracts in accumulation .............................................. 1,925,817
Annuity contracts in payment period ............................................ 13,903
</TABLE>
S-4
<PAGE>
Variable Annuity Account B
Statement of Assets and Liabilities - December 31, 1999 (continued):
<TABLE>
<S> <C>
Aetna Small Company VP:
Annuity contracts in accumulation ........... $ 25,125,952
Annuity contracts in payment period ......... 463,770
Aetna Value Opportunity VP:
Annuity contracts in accumulation ........... 16,918,826
AIM V.I. Funds:
Capital Appreciation Fund:
Annuity contracts in accumulation ........... 9,923,942
Annuity contracts in payment period ......... 47,197
Growth and Income Fund:
Annuity contracts in accumulation ........... 789,296
Annuity contracts in payment period ......... 22,700,889
Growth Fund:
Annuity contracts in accumulation ........... 18,608,980
Annuity contracts in payment period ......... 322,083
Value Fund:
Annuity contracts in accumulation ........... 40,884,392
Annuity contracts in payment period ......... 942,276
Alger American Funds:
Balanced Portfolio:
Annuity contracts in accumulation ........... 6,213,801
Income & Growth Portfolio:
Annuity contracts in accumulation ........... 19,087,670
Leveraged AllCap Portfolio:
Annuity contracts in accumulation ........... 25,112,341
American Century VP Funds:
Balanced Fund:
Annuity contracts in accumulation ........... 3,452,367
International Fund:
Annuity contracts in accumulation ........... 7,499,031
Calvert Social Balanced Portfolio:
Annuity contracts in accumulation ........... 2,589,130
Federated Insurance Series:
American Leaders Fund II:
Annuity contracts in accumulation ........... 61,038
Annuity contracts in payment period ......... 125,105,874
Equity Income Fund II:
Annuity contracts in accumulation ........... 30,384,515
Annuity contracts in payment period ......... 8,185
Growth Strategies Fund II:
Annuity contracts in accumulation ........... 46,677,628
High Income Bond Fund II:
Annuity contracts in accumulation ........... 41,788,490
Annuity contracts in payment period ......... 17,816
International Equity Fund II:
Annuity contracts in accumulation ........... 28,925,669
Prime Money Fund II:
Annuity contracts in accumulation ........... 8,657,471
U.S. Government Securities Fund II:
Annuity contracts in accumulation ........... 12,814,411
</TABLE>
S-5
<PAGE>
Variable Annuity Account B
Statement of Assets and Liabilities - December 31, 1999 (continued):
<TABLE>
<S> <C>
Utility Fund II:
Annuity contracts in accumulation ........... $ 26,498,835
Annuity contracts in payment period ......... 59,670
Fidelity Variable Insurance Products Fund:
Equity-Income Portfolio:
Annuity contracts in accumulation ........... 191,754,908
Growth Portfolio:
Annuity contracts in accumulation ........... 208,982,521
High Income Portfolio:
Annuity contracts in accumulation ........... 61,938,947
Annuity contracts in payment period ......... 755,677
Overseas Portfolio:
Annuity contracts in accumulation ........... 20,088,940
Fidelity Variable Insurance Products Fund II:
Asset Manager Portfolio:
Annuity contracts in accumulation ........... 21,519,462
Contrafund Portfolio:
Annuity contracts in accumulation ........... 234,998,024
Index 500 Portfolio:
Annuity contracts in accumulation ........... 170,467,635
Investment Grade Bond Portfolio:
Annuity contracts in accumulation ........... 4,120,050
Janus Aspen Series:
Aggressive Growth Portfolio:
Annuity contracts in accumulation ........... 274,665,000
Balanced Portfolio:
Annuity contracts in accumulation ........... 185,323,915
Flexible Income Portfolio:
Annuity contracts in accumulation ........... 19,582,411
Growth Portfolio:
Annuity contracts in accumulation ........... 9,348,397
Annuity contracts in payment period ......... 213,572,309
Worldwide Growth Portfolio:
Annuity contracts in accumulation ........... 11,305,698
Annuity contracts in payment period ......... 470,413,281
Lexington Emerging Markets Fund, Inc.:
Annuity contracts in accumulation ........... 2,574,027
Lexington Natural Resources Trust Fund:
Annuity contracts in accumulation ........... 3,168,963
MFS Funds:
Global Government Series:
Annuity contracts in accumulation ........... 1,643,414
Total Return Series:
Annuity contracts in accumulation ........... 50,789,444
Mitchell Hutchins Series Trust:
Growth & Income Portfolio:
Annuity contracts in accumulation ........... 809,956
Small Cap Portfolio:
Annuity contracts in accumulation ........... 172,522
Tactical Allocation Portfolio:
Annuity contracts in accumulation ........... 7,364,195
</TABLE>
S-6
<PAGE>
Variable Annuity Account B
Statement of Assets and Liabilities - December 31, 1999 (continued):
<TABLE>
<S> <C>
Oppenheimer Funds:
Aggressive Growth Fund/VA:
Annuity contracts in accumulation ........... $ 29,291,524
Annuity contracts in payment period ......... 1,639,824
Global Securities Fund/VA:
Annuity contracts in accumulation ........... 9,513,748
Main Street Growth & Income Fund/VA:
Annuity contracts in accumulation ........... 56,214,303
Annuity contracts in payment period ......... 151,990
Strategic Bond Fund/VA:
Annuity contracts in accumulation ........... 19,569,256
Annuity contracts in payment period ......... 228,810
Portfolio Partners, Inc. (PPI):
PPI MFS Emerging Equities Portfolio:
Annuity contracts in accumulation ........... 181,712,440
Annuity contracts in payment period ......... 1,531,267
PPI MFS Research Growth Portfolio:
Annuity contracts in accumulation ........... 102,536,898
PPI MFS Value Equity Portfolio:
Annuity contracts in accumulation ........... 53,173,898
Annuity contracts in payment period ......... 1,763,893
PPI Scudder International Growth Portfolio:
Annuity contracts in accumulation ........... 35,328,550
Annuity contracts in payment period ......... 123,723
PPI T. Rowe Price Growth Equity Portfolio:
Annuity contracts in accumulation ........... 723,814
Annuity contracts in payment period ......... 126,069,747
--------------
$6,173,851,032
==============
</TABLE>
See Notes to Financial Statements
S-7
<PAGE>
Variable Annuity Account B
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended
December 31, 1999
-----------------
<S> <C>
INVESTMENT INCOME:
Income: (Notes 1, 3 and 5)
Dividends ................................................... $ 372,453,223
Expenses: (Notes 2 and 5)
Valuation period deductions ................................. (59,498,930)
--------------
Net investment income ........................................ $ 312,954,293
--------------
NET REALIZED AND UNREALIZED GAIN ON
INVESTMENTS:
Net realized gain on sales of investments: (Notes 1, 4 and 5)
Proceeds from sales ......................................... $1,971,718,606
Cost of investments sold .................................... 1,728,629,845
--------------
Net realized gain on investments ........................... 243,088,761
--------------
Net unrealized gain on investments: (Note 5)
Beginning of year ........................................... 349,806,583
End of year ................................................. 860,262,998
--------------
Net change in unrealized gain on investments ............... 510,456,415
--------------
Net realized and unrealized gain on investments .............. 753,545,176
--------------
Net increase in net assets resulting from operations ......... $1,066,499,469
==============
</TABLE>
See Notes to Financial Statements
--------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998
---- ----
<S> <C> <C>
FROM OPERATIONS:
Net investment income .................................................. $ 312,954,293 $ 283,508,891
Net realized gain on investments ....................................... 243,088,761 143,410,533
Net change in unrealized gain on investments ........................... 510,456,415 94,282,077
-------------- --------------
Net increase in net assets resulting from operations ................... 1,066,499,469 521,201,501
-------------- --------------
FROM UNIT TRANSACTIONS:
Variable annuity contract purchase payments ............................ 659,312,376 489,286,251
Transfers from the Company for mortality guarantee adjustments ......... 2,250,831 (906,373)
Transfers from the Company's fixed account options ..................... 818,802,585 212,914,994
Transfer to the Company's other variable annuity accounts .............. 644,115 0
Redemptions by contract holders ........................................ (300,870,502) (167,845,102)
Annuity payments ....................................................... (30,374,265) (22,421,712)
Other .................................................................. 1,018,001 1,896,006
-------------- --------------
Net increase in net assets from unit transactions (Note 6) ............ 1,150,783,141 512,924,064
-------------- --------------
Change in net assets ................................................... 2,217,282,610 1,034,125,565
NET ASSETS:
Beginning of year ...................................................... 3,956,568,422 2,922,442,857
-------------- --------------
End of year ............................................................ $6,173,851,032 $3,956,568,422
============== ==============
</TABLE>
See Notes to Financial Statements
S-8
<PAGE>
Variable Annuity Account B
Condensed Financial Information - Year Ended December 31, 1999
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
Value
Per Unit Increase (Decrease) Units
-------- in Value of Outstanding Reserves
Beginning End of Accumulation at End at End
of Year Year Unit of Year of Year
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Aetna Ascent VP:
Non-Qualified V $15.855 $17.905 12.93% 96,550.7 $ 1,728,713
Non-Qualified V (0.75) 16.082 18.253 13.50% 129,604.8 2,365,645
Non-Qualified VII 15.769 17.779 12.75% 742,494.1 13,200,807
Non-Qualified VIII 14.012 15.822 12.92% 143,277.9 2,266,982
Non-Qualified IX 15.786 17.783 12.65% 1,438.0 25,572
Non-Qualified X 15.942 18.066 13.32% 21,775.7 393,408
--------------------------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.:
Non-Qualified V 21.929 24.603 12.19% 2,278,135.6 56,049,439
Non-Qualified V (0.75) 22.244 25.081 12.75% 1,579,287.7 39,610,851
Non-Qualified VI 18.445 20.706 12.26% 37,676.9 780,148
Non-Qualified VII 21.507 24.091 12.01% 2,243,589.9 54,049,730
Non-Qualified VIII 15.212 17.066 12.19% 456,096.7 7,783,834
Non-Qualified IX 21.834 24.436 11.92% 28,079.2 686,140
Non-Qualified X 22.015 24.762 12.48% 383,141.3 9,487,227
Non-Qualified XI 18.517 20.840 12.55% 5,143.3 107,184
Non-Qualified XII 10.548 11.902 12.84% (2) 7,910.4 94,148
Non-Qualified XIII 10.337 11.632 12.53% 417,961.2 4,861,556
Non-Qualified XIV 10.323 11.581 12.19% 403,186.5 4,669,198
Non-Qualified XV 10.316 11.555 12.01% 237,245.60 2,741,443
Annuity contracts in payment period 26,077,945
--------------------------------------------------------------------------------------------------------------------
Aetna Bond VP:
Non-Qualified V 14.270 13.988 (1.98%) 887,370.7 12,412,832
Non-Qualified V (0.75) 14.475 14.260 (1.49%) 1,654,932.3 23,599,990
Non-Qualified VI 13.041 12.792 (1.91%) 43,965.0 562,381
Non-Qualified VII 13.998 13.700 (2.13%) 1,967,951.2 26,960,637
Non-Qualified VIII 11.910 11.674 (1.98%) 487,813.6 5,694,656
Non-Qualified IX 14.208 13.893 (2.22%) 22,155.4 307,807
Non-Qualified X 14.304 14.042 (1.83%) 387,135.1 5,436,287
Non-Qualified XI 13.072 12.841 (1.77%) 4,285.2 55,026
Non-Qualified XIII 10.319 10.145 (1.69%) 708,744.3 7,190,136
Non-Qualified XIV 10.305 10.101 (1.98%) 806,342.7 8,144,472
Non-Qualified XV 10.298 10.078 (2.14%) 300,240.3 3,025,915
Annuity contracts in payment period 5,662,703
--------------------------------------------------------------------------------------------------------------------
Aetna Crossroads VP:
Non-Qualified V 15.095 16.431 8.85% 115,323.8 1,894,869
Non-Qualified V (0.75) 15.312 16.750 9.39% 124,068.8 2,078,187
Non-Qualified VII 15.013 16.316 8.68% 947,775.8 15,463,446
Non-Qualified VIII 13.588 14.789 8.84% 254,767.3 3,767,710
Non-Qualified IX 15.030 16.319 8.58% 469.8 7,667
Non-Qualified X 15.179 16.579 9.22% 9,938.7 164,777
Non-Qualified XVII 15.521 16.474 6.14% (8) 1,778.00 29,292
Annuity contracts in payment period 1,540,450
--------------------------------------------------------------------------------------------------------------------
Aetna Get Fund, Series C:
Non-Qualified V 15.904 19.358 21.72% 51,240.5 991,932
Non-Qualified V (0.75) 16.087 19.679 22.33% 302,695.5 5,956,780
Non-Qualified IX 15.835 19.227 21.42% 9,141.2 175,756
--------------------------------------------------------------------------------------------------------------------
Aetna Get Fund, Series D:
Non-Qualified V 10.062 10.726 6.60% 2,241,700.8 24,043,761
Non-Qualified V (0.75) 10.073 10.792 7.14% 1,808,945.0 19,521,878
Non-Qualified VII 10.058 10.704 6.42% 5,471,517.0 58,567,813
Non-Qualified VIII 10.136 10.739 5.95% (3) 2,431,960.4 26,117,416
Non-Qualified IX 10.063 10.693 6.26% (1) 309.5 3,309
Non-Qualified X 10.062 10.726 6.60% 183,152.7 1,964,436
Non-Qualified XII 9.997 10.785 7.88% (2) 3,713.7 40,053
Non-Qualified XIII 10.072 10.769 6.92% 1,700,909.8 18,316,499
</TABLE>
S-9
<PAGE>
Variable Annuity Account B
Condensed Financial Information - Year Ended December 31, 1999 (continued):
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
Value
Per Unit Increase (Decrease) Units
-------- in Value of Outstanding Reserves
Beginning End of Accumulation at End at End
of Year Year Unit of Year of Year
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Aetna Get Fund, Series D (continued):
Non-Qualified XIV $ 10.066 $ 10.730 6.60% 1,875,931.5 $ 20,127,863
Non-Qualified XV 10.063 10.710 6.43% 740,420.7 7,929,901
-----------------------------------------------------------------------------------------------------------------------
Aetna Get Fund, Series E:
Non-Qualified V 10.001 10.760 7.59% (5) 1,905,050.2 20,498,554
Non-Qualified V (0.75) 10.015 10.789 7.73% (5) 220,007.1 2,373,760
Non-Qualified VII 10.012 10.743 7.30% (5) 4,068,992.1 43,712,319
Non-Qualified VIII 10.012 10.752 7.39% (5) 534,700.9 5,748,947
Non-Qualified X 10.013 10.766 7.52% (5) 146,177.0 1,573,775
Non-Qualified XIII 10.012 10.770 7.57% (5) 10,224,328.7 110,111,245
Non-Qualified XIV 10.012 10.752 7.39% (5) 9,636,860.3 103,612,689
Non-Qualified XV 10.012 10.743 7.30% (5) 8,756,301.1 94,067,087
-----------------------------------------------------------------------------------------------------------------------
Aetna Get Fund, Series G:
Non-Qualified V 9.999 10.370 3.71% (8) 278,908.9 2,892,221
Non-Qualified V (0.75) 10.006 10.386 3.80% (8) 176,701.3 1,835,189
Non-Qualified VII 9.998 10.363 3.65% (8) 2,759,663.2 28,599,474
Non-Qualified VIII 10.003 10.368 3.65% (8) 456,778.0 4,735,998
Non-Qualified X 10.071 10.377 3.04% 10) 12,410.4 128,778
Non-Qualified XIII 9.998 10.378 3.80% (8) 5,406,495.6 56,108,725
Non-Qualified XIV 9.998 10.368 3.70% (8) 7,314,314.2 75,836,777
Non-Qualified XV 9.998 10.363 3.65% (8) 4,025,505.7 41,717,897
-----------------------------------------------------------------------------------------------------------------------
Aetna Get Fund, Series H:
Non-Qualified V 10.005 10.020 0.15% (11) 2,530.3 25,352
Non-Qualified VII 10.001 10.019 0.18% (11) 25,606.9 256,555
Non-Qualified VIII 10.005 10.020 0.15% (11) 15,022.0 150,515
Non-Qualified XIII 10.001 10.021 0.20% (11) 30,915.2 309,801
Non-Qualified XIV 10.000 10.020 0.20% (11) 60,328.2 604,471
Non-Qualified XV 10.001 10.019 0.18% (11) 37,954.0 380,261
-----------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP:
Non-Qualified 1964 267.347 310.020 15.96% 958.7 297,208
Non-Qualified V 24.907 28.883 15.96% 7,212,849.3 208,327,406
Non-Qualified V (0.75) 25.265 29.444 16.54% 11,813,415.6 347,835,862
Non-Qualified VI 23.322 27.061 16.03% 1,662,948.1 45,001,830
Non-Qualified VII 24.839 28.758 15.78% 7,621,660.3 219,185,741
Non-Qualified VIII 16.604 19.253 15.95% 1,372,571.6 26,426,472
Non-Qualified IX 24.800 28.686 15.67% 134,360.2 3,854,314
Non-Qualified X 25.005 29.069 16.25% 3,297,663.1 95,859,271
Non-Qualified XI 23.414 27.236 16.32% 41,567.6 1,132,126
Non-Qualified XII 10.246 11.882 15.97% (2) 25,734.1 305,763
Non-Qualified XIII 9.886 11.498 16.31% 1,093,629.5 12,574,135
Non-Qualified XIV 9.872 11.447 15.95% 1,317,641.6 15,083,505
Non-Qualified XV 9.866 11.422 15.77% 407,605.2 4,655,755
Non-Qualified XVII 263.583 285.280 8.23% (8) 346.6 98,892
Annuity contracts in payment period 192,658,329
-----------------------------------------------------------------------------------------------------------------------
Aetna Growth VP:
Non-Qualified V 17.912 23.875 33.29% 172,425.2 4,116,687
Non-Qualified V (0.75) 18.067 24.203 33.96% 626,397.2 15,160,779
Non-Qualified VII 17.862 23.771 33.08% 947,365.7 22,520,149
Non-Qualified VIII 17.909 23.870 33.28% 367,226.0 8,765,776
Non-Qualified IX 17.834 23.713 32.97% 5,532.0 131,179
Non-Qualified XII 11.536 15.094 30.84% (2) 4,940.4 74,572
Non-Qualified XIII 10.489 14.022 33.68% 453,569.6 6,360,064
Non-Qualified XIV 10.475 13.961 33.28% 536,726.5 7,493,206
Non-Qualified XV 10.468 13.930 33.07% 114,035.50 1,588,550
Non-Qualified XVII 15.198 18.142 19.37% (8) 2,735.70 49,632
Annuity contracts in payment period 4,742,043
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
S-10
<PAGE>
Variable Annuity Account B
Condensed Financial Information - Year Ended December 31, 1999 (continued):
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
Value
Per Unit Increase (Decrease) Units
-------- in Value of Outstanding Reserves
Beginning End of Accumulation at End at End
of Year Year Unit of Year of Year
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Aetna High Yield VP:
Non-Qualified V $ 9.212 $ 9.739 5.72% 2,827.4 $ 27,537
Non-Qualified V (0.75) 9.244 9.822 6.25% 21,597.9 212,138
Non-Qualified IX 9.677 9.698 0.22% (3) 619.4 6,007
-----------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP:
Non-Qualified V 18.772 23.044 22.76% 347,853.6 8,015,945
Non-Qualified V (0.75) 18.989 23.427 23.37% 1,552,901.9 36,379,360
Non-Qualified VII 18.704 22.923 22.56% 2,708,364.6 62,083,723
Non-Qualified VIII 18.449 22.646 22.75% 838,357.2 18,985,392
Non-Qualified IX 18.691 22.887 22.45% 31,248.1 715,186
Non-Qualified XII 11.411 13.677 19.86% (2) 18,623.1 254,700
Non-Qualified XIII 10.716 13.193 23.11% 2,135,758.9 28,177,968
Non-Qualified XIV 10.702 13.136 22.74% 2,394,660.9 31,455,670
Non-Qualified XV 10.694 13.107 22.56% 926,392.60 12,142,145
Annuity contracts in payment period 40,863,938
-----------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Mid Cap VP:
Non-Qualified V 10.891 12.455 14.36% 6,906.5 86,024
Non-Qualified V (0.75) 10.928 12.561 14.94% 60,811.0 763,858
Non-Qualified IX 10.872 12.403 14.08% 1,361.0 16,880
-----------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Small Cap VP:
Non-Qualified V 8.815 9.645 9.42% 15,815.5 152,537
Non-Qualified V (0.75) 8.846 9.727 9.96% 76,971.1 748,670
Non-Qualified IX 8.800 9.604 9.14% 1,041.3 10,001
Non-Qualified XII 8.325 10.485 25.95% (2) 10.0 105
-----------------------------------------------------------------------------------------------------------------------
Aetna International VP:
Non-Qualified V 9.765 14.594 49.45% 10,655.3 155,502
Non-Qualified V (0.75) 9.798 14.718 50.21% 44,537.5 655,483
Non-Qualified VII 9.754 14.554 49.21% 44,241.2 643,908
Non-Qualified VIII 9.764 14.592 49.45% 33,244.7 485,106
Non-Qualified XIII 9.149 13.715 49.91% 75,017.3 1,028,838
Non-Qualified XIV 9.137 13.655 49.45% 79,291.0 1,082,697
Non-Qualified XV 9.131 13.625 49.22% 28,091.1 382,735
Annuity contracts in payment period 105,507
-----------------------------------------------------------------------------------------------------------------------
Aetna Legacy VP:
Non-Qualified V 14.064 14.875 5.77% 111,343.3 1,656,206
Non-Qualified V (0.75) 14.266 15.164 6.29% 77,496.0 1,175,149
Non-Qualified VII 13.989 14.772 5.60% 1,203,703.1 17,781,290
Non-Qualified VIII 13.037 13.787 5.75% 430,581.6 5,936,585
Non-Qualified IX 14.003 14.774 5.51% 502.1 7,418
Non-Qualified XII 9.846 10.713 8.81% (2) 3,826.9 40,998
Annuity contracts in payment period 2,972,058
-----------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP:
Non-Qualified V 12.425 12.894 3.77% 1,034,153.6 13,334,505
Non-Qualified V (0.75) 12.604 13.145 4.29% 2,521,960.2 33,150,869
Non-Qualified VI 12.132 12.597 3.83% 57,059.8 718,807
Non-Qualified VII 12.322 12.766 3.60% 7,902,383.9 100,885,317
Non-Qualified VIII 11.141 11.561 3.77% 1,373,014.2 15,872,994
Non-Qualified IX 12.372 12.806 3.51% 28,273.9 362,086
Non-Qualified X 12.425 12.894 3.77% 457,618.5 5,900,590
Non-Qualified XI 12.132 12.597 3.83% 4,835.1 60,910
Non-Qualified XIII 10.199 10.615 4.08% 2,174,382.7 23,082,032
Non-Qualified XIV 10.186 10.569 3.76% 1,313,322.2 13,880,480
Non-Qualified XV 10.179 10.546 3.61% 707,569.2 7,461,853
Annuity contracts in payment period 1,062,436
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
S-11
<PAGE>
Variable Annuity Account B
Condensed Financial Information - Year Ended December 31, 1999 (continued):
<TABLE>
<CAPTION>
Value
Per Unit Increase (Decrease) Units
-------- in Value of Outstanding Reserves
Beginning End of Accumulation at End at End
of Year Year Unit of Year of Year
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Aetna Real Estate Securities VP:
Non-Qualified V $ 8.873 $ 8.393 (5.41%) 6,001.7 $ 50,372
Non-Qualified V (0.75) 8.903 8.464 (4.93%) 60,992.9 516,260
Non-Qualified VII 8.863 8.370 (5.56%) 59,453.8 497,647
Non-Qualified VIII 8.872 8.392 (5.41%) 25,152 211,073
Non-Qualified XIII 8.903 8.446 (5.13%) 36,876 311,466
Non-Qualified XIV 8.891 8.409 (5.42%) 34,137 287,073
Non-Qualified XV 8.885 8.391 (5.56%) 6,188 51,926
Annuity contracts in payment period 13,903
------------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP:
Non-Qualified V 13.633 17.617 29.22% 19,165.4 337,633
Non-Qualified V (0.75) 13.751 17.859 29.87% 177,816.5 3,175,601
Non-Qualified VII 13.595 17.540 29.02% 715,581.7 12,551,330
Non-Qualified VIII 13.631 17.613 29.21% 276,385.7 4,868,001
Non-Qualified IX 13.574 17.497 28.90% 1,732.5 30,314
Non-Qualified XII 8.741 12.352 41.31% (2) 25,983.5 320,941
Non-Qualified XIII 9.357 12.128 29.61% 163,679.4 1,985,026
Non-Qualified XIV 9.345 12.074 29.20% 114,137.8 1,378,154
Non-Qualified XV 9.338 12.048 29.02% 39,753.80 478,952
Annuity contracts in payment period 463,770
------------------------------------------------------------------------------------------------------------------------
Aetna Value Opportunity VP:
Non-Qualified V 16.030 18.930 18.09% 23,354.3 442,092
Non-Qualified V (0.75) 16.169 19.190 18.68% 93,802.4 1,800,053
Non-Qualified VII 15.985 18.847 17.90% 609,861.9 11,494,317
Non-Qualified VIII 16.028 18.926 18.08% 160,009.9 3,028,321
Non-Qualified IX 15.960 18.801 17.80% 298.5 5,613
Non-Qualified XII 10.626 13.007 22.41% (2) 11,411.6 148,430
------------------------------------------------------------------------------------------------------------------------
AIM V.I. Funds:
Capital Appreciation Fund:
Non-Qualified V 10.008 13.753 37.42% (5) 2,630.0 36,171
Non-Qualified V (0.75) 9.979 13.801 38.30% (7) 11,914.5 164,426
Non-Qualified XIII 10.245 14.675 43.24% 190,830.9 2,800,502
Non-Qualified XIV 10.231 14.611 42.81% 317,266.2 4,635,623
Non-Qualified XV 10.224 14.579 42.60% 156,883.8 2,287,220
Annuity contracts in payment period 47,197
------------------------------------------------------------------------------------------------------------------------
Growth and Income Fund:
Non-Qualified V 9.568 11.716 22.45% (5) 10,586.7 124,029
Non-Qualified V (0.75) 10.215 11.756 15.09% (6) 36,163.4 425,147
Non-Qualified XIII 10.663 14.179 32.97% 370,289.3 5,250,354
Non-Qualified XIV 10.649 14.117 32.57% 938,411.4 13,247,617
Non-Qualified XV 10.641 14.086 32.37% 259,386.9 3,653,742
Annuity contracts in payment period 789,296
------------------------------------------------------------------------------------------------------------------------
Growth Fund:
Non-Qualified V 9.663 12.069 24.90% (5) 1,842.7 22,238
Non-Qualified V (0.75) 9.722 12.111 24.57% (7) 47,998.6 581,287
Non-Qualified XIII 10.779 14.438 33.95% 300,326.8 4,336,151
Non-Qualified XIV 10.764 14.375 33.55% 722,832.0 10,390,712
Non-Qualified XV 10.757 14.343 33.34% 228,577.5 3,278,592
Annuity contracts in payment period 322,083
------------------------------------------------------------------------------------------------------------------------
Value Fund:
Non-Qualified V 9.891 11.506 16.33% (4) 6,923.5 79,660
Non-Qualified V (0.75) 9.764 11.546 18.25% (4) 83,636.8 965,645
Non-Qualified XIII 10.616 13.659 28.66% 895,401.3 12,230,007
Non-Qualified XIV 10.601 13.599 28.28% 1,538,846.0 20,926,738
Non-Qualified XV 10.594 13.569 28.08% 492,467.0 6,682,342
Annuity contracts in payment period 942,276
------------------------------------------------------------------------------------------------------------------------
</TABLE>
S-12
<PAGE>
Variable Annuity Account B
Condensed Financial Information - Year Ended December 31, 1999 (continued):
<TABLE>
<CAPTION>
Value
Per Unit
--------
Beginning End of
of Year Year
--------------------------------------------------------------
<S> <C> <C>
Alger American Funds:
Balanced Portfolio:
Non-Qualified VII $20.946 $26.687
--------------------------------------------------------------
Income & Growth Portfolio:
Non-Qualified VII 22.064 30.991
--------------------------------------------------------------
Leveraged AllCap Portfolio:
Non-Qualified VII 24.881 43.684
Non-Qualified VIII 18.206 32.013
--------------------------------------------------------------
American Century VP Funds:
Balanced Fund:
Non-Qualified VII 17.479 18.968
--------------------------------------------------------------
International Fund:
Non-Qualified VII 16.139 26.105
Non-Qualified VIII 14.599 23.649
--------------------------------------------------------------
Calvert Social Balanced Portfolio:
Non-Qualified V 20.415 22.626
Non-Qualified V (0.75) 20.708 23.066
Non-Qualified VII 11.437 12.656
Non-Qualified VIII 11.456 12.696
--------------------------------------------------------------
Federated Insurance Series:
American Leaders Fund II:
Non-Qualified VII 23.528 24.746
Non-Qualified VIII 16.869 17.769
Annuity contracts in payment period
--------------------------------------------------------------
Equity Income Fund II:
Non-Qualified VII 14.022 16.369
Annuity contracts in payment period
--------------------------------------------------------------
Growth Strategies Fund II:
Non-Qualified VII 18.269 31.060
--------------------------------------------------------------
High Income Bond Fund II:
Non-Qualified VII 14.910 15.040
Non-Qualified VIII 12.629 12.759
Annuity contracts in payment period
--------------------------------------------------------------
International Equity Fund II:
Non-Qualified VII 14.719 26.832
Non-Qualified VIII 13.523 24.690
--------------------------------------------------------------
Prime Money Fund II:
Non-Qualified VII 11.503 11.868
------------------------------------------- ------- -------
U.S. Government Securities Fund II:
Non-Qualified VII 12.614 12.363
--------------------------------------------------------------
Utility Fund II:
Non-Qualified VII 18.663 18.714
Non-Qualified VIII 15.472 15.537
Annuity contracts in payment period
--------------------------------------------------------------
Fidelity Variable Insurance Products Fund:
Equity-Income Portfolio:
Non-Qualified V 17.400 18.272
Non-Qualified V (0.75) 17.650 18.627
Non-Qualified VII 20.872 21.883
Non-Qualified VIII 14.942 15.689
Non-Qualified IX 17.325 18.147
Non-Qualified X 17.400 18.272
Non-Qualified XII 10.184 10.651
<CAPTION>
Increase (Decrease) Units
in Value of Outstanding Reserves
Accumulation at End at End
Unit of Year of Year
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Alger American Funds:
Balanced Portfolio:
Non-Qualified VII 27.41% 232,842.7 $ 6,213,801
---------------------------------------------------------------------------------------------------------
Income & Growth Portfolio:
Non-Qualified VII 40.46% 615,919.4 19,087,670
---------------------------------------------------------------------------------------------------------
Leveraged AllCap Portfolio:
Non-Qualified VII 75.57% 574,744.6 25,106,952
Non-Qualified VIII 75.84% 168.3 5,389
---------------------------------------------------------------------------------------------------------
American Century VP Funds:
Balanced Fund:
Non-Qualified VII 8.52% 182,012.0 3,452,367
---------------------------------------------------------------------------------------------------------
International Fund:
Non-Qualified VII 61.75% 287,102.7 7,494,706
Non-Qualified VIII 61.99% 182.9 4,325
---------------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio:
Non-Qualified V 10.83% 8,235.7 186,344
Non-Qualified V (0.75) 11.39% 37,045.8 854,507
Non-Qualified VII 10.66% 63,517.0 803,879
Non-Qualified VIII 10.82% 58,632.1 744,400
---------------------------------------------------------------------------------------------------------
Federated Insurance Series:
American Leaders Fund II:
Non-Qualified VII 5.18% 5,048,733.2 124,936,306
Non-Qualified VIII 5.34% 9,542.9 169,568
Annuity contracts in payment period 61,038
---------------------------------------------------------------------------------------------------------
Equity Income Fund II:
Non-Qualified VII 16.74% 1,856,257.2 30,384,515
Annuity contracts in payment period 8,185
---------------------------------------------------------------------------------------------------------
Growth Strategies Fund II:
Non-Qualified VII 70.01% 1,502,834.6 46,677,628
---------------------------------------------------------------------------------------------------------
High Income Bond Fund II:
Non-Qualified VII 0.87% 2,778,202.2 41,784,652
Non-Qualified VIII 1.03% 300.8 3,838
Annuity contracts in payment period 17,816
---------------------------------------------------------------------------------------------------------
International Equity Fund II:
Non-Qualified VII 82.29% 1,077,889.2 28,922,440
Non-Qualified VIII 82.58% 130.8 3,229
---------------------------------------------------------------------------------------------------------
Prime Money Fund II:
Non-Qualified VII 3.17% 729,506.2 8,657,471
---------------------------------------------------------------------------------------------------------
U.S. Government Securities Fund II:
Non-Qualified VII (1.99%) 1,036,547.5 12,814,411
---------------------------------------------------------------------------------------------------------
Utility Fund II:
Non-Qualified VII 0.27% 1,415,963.0 26,497,792
Non-Qualified VIII 0.42% 67.1 1,043
Annuity contracts in payment period 59,670
---------------------------------------------------------------------------------------------------------
Fidelity Variable Insurance Products Fund:
Equity-Income Portfolio:
Non-Qualified V 5.01% 236,374.1 4,318,918
Non-Qualified V (0.75) 5.54% 519,884.7 9,683,767
Non-Qualified VII 4.84% 6,104,314.1 133,577,684
Non-Qualified VIII 5.00% 992,829.0 15,576,658
Non-Qualified IX 4.74% 8,863.0 160,839
Non-Qualified X 5.01% 11,369.5 207,738
Non-Qualified XII 4.59% (2) 653.9 6,965
</TABLE>
S-13
<PAGE>
Variable Annuity Account B
Condensed Financial Information - Year Ended December 31, 1999 (continued):
<TABLE>
<CAPTION>
Value
Per Unit
--------
Beginning End of
of Year Year
------------------------------------------------------------------
<S> <C> <C>
Equity-Income Portfolio (continued):
Non-Qualified XIII $ 9.911 $10.438
Non-Qualified XIV 9.897 10.392
Non-Qualified XV 9.891 10.369
------------------------------------------------------------------
Growth Portfolio:
Non-Qualified V 19.155 25.999
Non-Qualified V (0.75) 19.430 26.504
Non-Qualified VII 26.348 35.706
Non-Qualified VIII 17.420 23.643
Non-Qualified IX 19.072 25.822
Non-Qualified X 19.155 25.999
Non-Qualified XII 12.390 16.024
Non-Qualified XIII 10.265 12.649
Non-Qualified XIV 10.231 12.628
Non-Qualified XV 10.793 12.618
Non-Qualified XVII 22.058 26.366
------------------------------------------------------------------
High Income Portfolio:
Non-Qualified VII 13.168 14.042
Non-Qualified VIII 11.798 12.601
Non-Qualified XIII 8.949 9.586
Non-Qualified XIV 8.936 9.544
Non-Qualified XV 8.930 9.523
Annuity contracts in payment period
------------------------------------------------------------------
Overseas Portfolio:
Non-Qualified V 13.786 19.419
Non-Qualified V (0.75) 13.984 19.796
Non-Qualified VII 15.210 21.391
Non-Qualified VIII 12.879 18.139
Non-Qualified IX 13.727 19.287
------------------------------------------------------------------
Fidelity Variable Insurance Products Fund II:
Asset Manager Portfolio:
Non-Qualified VII 17.786 19.482
Non-Qualified VIII 14.783 16.218
------------------------------------------------------------------
Contrafund Portfolio:
Non-Qualified V 19.735 24.217
Non-Qualified V (0.75) 20.018 24.687
Non-Qualified VII 21.872 26.797
Non-Qualified VIII 17.492 21.463
Non-Qualified IX 19.649 24.052
Non-Qualified X 19.735 24.217
Non-Qualified XII 11.460 13.787
Non-Qualified XIII 10.535 12.966
Non-Qualified XIV 10.521 12.909
Non-Qualified XV 10.514 12.881
Non-Qualified XVII 23.549 27.241
------------------------------------------------------------------
Index 500 Portfolio:
Non-Qualified VII 22.727 27.005
Non-Qualified VIII 18.925 22.522
------------------------------------------------------------------
Investment Grade Bond Portfolio:
Non-Qualified VII 12.446 12.143
Non-Qualified VIII 11.918 11.834
------------------------------------------------------------------
Janus Aspen Series:
Aggressive Growth Portfolio:
Non-Qualified V 20.433 45.486
Non-Qualified V (0.75) 20.726 46.370
Non-Qualified VII 20.410 45.363
<CAPTION>
Increase (Decrease) Units
in Value of Outstanding Reserves
Accumulation at End at End
Unit of Year of Year
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Equity-Income Portfolio (continued):
Non-Qualified XIII 5.32% 735,175.3 $ 7,673,717
Non-Qualified XIV 5.00% 1,507,319.6 15,664,494
Non-Qualified XV 4.83% 471,011.6 4,884,128
-----------------------------------------------------------------------------------------------------------
Growth Portfolio:
Non-Qualified V 35.73% 474,648.7 12,340,278
Non-Qualified V (0.75) 36.41% 874,557.2 23,179,283
Non-Qualified VII 35.52% 4,177,865.8 149,173,411
Non-Qualified VIII 35.72% 831,556.3 19,660,094
Non-Qualified IX 35.39% 23,653 610,766
Non-Qualified X 35.73% 32,858 854,269
Non-Qualified XII 29.33% (2) 4,299 68,894
Non-Qualified XIII 23.22% (8) 84,394.1 1,067,531
Non-Qualified XIV 23.43% (8) 124,948 1,577,908
Non-Qualified XV 16.91% (9) 35,352 446,070
Non-Qualified XVII 19.53% (8) 152 4,017
-----------------------------------------------------------------------------------------------------------
High Income Portfolio:
Non-Qualified VII 6.64% 2,739,738.4 38,471,925
Non-Qualified VIII 6.81% 688,515.9 8,675,998
Non-Qualified XIII 7.12% 590,620.8 5,661,907
Non-Qualified XIV 6.80% 712,099.4 6,796,569
Non-Qualified XV 6.64% 244,926.9 2,332,548
Annuity contracts in payment period 755,677
-----------------------------------------------------------------------------------------------------------
Overseas Portfolio:
Non-Qualified V 40.86% 37,274.5 723,834
Non-Qualified V (0.75) 41.56% 182,516.9 3,613,179
Non-Qualified VII 40.64% 685,323.4 14,659,617
Non-Qualified VIII 40.84% 58,815.1 1,066,865
Non-Qualified IX 40.50% 1,319.3 25,445
-----------------------------------------------------------------------------------------------------------
Fidelity Variable Insurance Products Fund II:
Asset Manager Portfolio:
Non-Qualified VII 9.54% 951,972.5 18,546,594
Non-Qualified VIII 9.71% 183,310.4 2,972,868
-----------------------------------------------------------------------------------------------------------
Contrafund Portfolio:
Non-Qualified V 22.71% 449,134.2 10,876,529
Non-Qualified V (0.75) 23.32% 732,242.8 18,077,121
Non-Qualified VII 22.52% 5,373,380.6 143,990,372
Non-Qualified VIII 22.70% 787,797.1 16,908,448
Non-Qualified IX 22.41% 20,988.0 504,802
Non-Qualified X 22.71% 13,750.2 332,984
Non-Qualified XII 20.31% (2) 5,460.5 75,287
Non-Qualified XIII 23.08% 1,126,346.9 14,604,330
Non-Qualified XIV 22.70% 1,682,679.9 21,722,393
Non-Qualified XV 22.51% 604,941.5 7,792,281
Non-Qualified XVII 15.68% (8) 4,165.7 113,477
-----------------------------------------------------------------------------------------------------------
Index 500 Portfolio:
Non-Qualified VII 18.82% 5,394,050.7 145,664,290
Non-Qualified VIII 19.01% 1,101,288.9 24,803,345
-----------------------------------------------------------------------------------------------------------
Investment Grade Bond Portfolio:
Non-Qualified VII (2.43%) 339,030.3 4,116,714
Non-Qualified VIII (0.70%) (2) 282 3,336
-----------------------------------------------------------------------------------------------------------
Janus Aspen Series:
Aggressive Growth Portfolio:
Non-Qualified V 122.61% 828,592.3 37,689,170
Non-Qualified V (0.75) 123.73% 1,056,343.2 48,982,313
Non-Qualified VII 122.26% 2,409,624.0 109,306,960
</TABLE>
S-14
<PAGE>
Variable Annuity Account B
Condensed Financial Information - Year Ended December 31, 1999 (continued):
<TABLE>
<CAPTION>
Value
Per Unit Increase (Decrease) Units
-------- in Value of Outstanding Reserves
Beginning End of Accumulation at End at End
of Year Year Unit of Year of Year
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Aggressive Growth Portfolio (continued):
Non-Qualified VIII $14.162 $31.525 122.60% 532,220.6 $ 16,778,169
Non-Qualified IX 20.345 45.177 122.05% 29,489.6 1,332,245
Non-Qualified X 20.433 45.486 122.61% 34,550.4 1,571,554
Non-Qualified XII 12.588 26.089 107.25% (2) 11,071.3 288,842
Non-Qualified XIII 11.042 24.654 123.27% 1,018,786.6 25,116,929
Non-Qualified XIV 11.027 24.546 122.60% 994,779.9 24,418,006
Non-Qualified XV 11.020 24.492 122.25% 368,329.7 9,021,250
Non-Qualified XVII 32.641 53.698 64.51% (8) 2,971.5 159,562
----------------------------------------------------------------------------------------------------------------------------
Balanced Portfolio:
Non-Qualified V 19.880 24.886 25.18% 527,201.1 13,120,149
Non-Qualified V (0.75) 20.165 25.370 25.81% 545,606.2 13,842,073
Non-Qualified VII 22.101 27.623 24.99% 2,773,991.6 76,624,788
Non-Qualified VIII 17.569 21.992 25.18% 807,835.2 17,766,013
Non-Qualified IX 19.794 24.717 24.87% 6,162.6 152,321
Non-Qualified X 19.880 24.886 25.18% 12,100.9 301,148
Non-Qualified XII 12.137 14.479 19.30% (2) 435.6 6,307
Non-Qualified XIII 10.945 13.742 25.56% 1,721,021.8 23,649,433
Non-Qualified XIV 10.930 13.681 25.17% 2,130,089.6 29,142,690
Non-Qualified XV 10.923 13.651 24.97% 778,170.3 10,623,120
Non-Qualified XVII 21.430 24.954 16.44% (8) 3,842.0 95,873
----------------------------------------------------------------------------------------------------------------------------
Flexible Income Portfolio:
Non-Qualified V 15.509 15.562 0.34% 73,596.4 1,145,287
Non-Qualified V (0.75) 15.731 15.864 0.85% 190,660.1 3,024,702
Non-Qualified VII 15.405 15.433 0.18% 783,971.0 12,099,259
Non-Qualified VIII 12.873 12.916 0.33% 249,484.1 3,222,452
Non-Qualified IX 15.442 15.456 0.09% 2,079.7 32,143
Non-Qualified X 15.509 15.562 0.34% 3,109.8 48,393
Non-Qualified XII 10.355 10.404 0.47% (2) 977.9 10,175
----------------------------------------------------------------------------------------------------------------------------
Growth Portfolio:
Non-Qualified V 20.651 29.366 42.20% 432,037.4 12,687,006
Non-Qualified V (0.75) 20.948 29.936 42.91% 668,408.8 20,009,591
Non-Qualified VII 24.532 34.828 41.97% 2,701,099.3 94,073,291
Non-Qualified VIII 17.461 24.827 42.19% 521,852.0 12,956,249
Non-Qualified IX 20.562 29.166 41.84% 11,840.3 345,332
Non-Qualified X 20.651 29.366 42.20% 29,283.9 859,939
Non-Qualified XII 12.040 16.313 35.49% (2) 4,195.4 68,441
Non-Qualified XIII 10.938 15.599 42.61% 1,611,326.8 25,135,000
Non-Qualified XIV 10.923 15.531 42.19% 2,407,009.9 37,382,714
Non-Qualified XV 10.915 15.497 41.98% 647,595.6 10,035,592
Non-Qualified XVII 25.578 32.068 25.37% (8) 597.3 19,154
Annuity contracts in payment period 9,348,397
----------------------------------------------------------------------------------------------------------------------------
Worldwide Growth Portfolio:
Non-Qualified V 21.320 34.626 62.41% 902,510.1 31,250,007
Non-Qualified V (0.75) 21.626 35.298 63.22% 1,601,735.3 56,538,428
Non-Qualified VII 24.039 38.979 62.15% 7,044,821.4 274,600,411
Non-Qualified VIII 17.358 28.189 62.40% 1,226,255.8 34,566,580
Non-Qualified IX 21.228 34.390 62.00% 31,114.7 1,070,046
Non-Qualified X 21.320 34.626 62.41% 44,861.0 1,553,341
Non-Qualified XII 10.532 16.613 57.74% (2) 17,701.2 294,069
Non-Qualified XIII 9.576 15.599 62.90% 1,828,182.5 28,517,271
Non-Qualified XIV 9.563 15.531 62.41% 2,118,679.7 32,904,339
Non-Qualified XV 9.557 15.497 62.15% 583,969.4 9,049,494
Non-Qualified XVII 26.861 38.687 44.03% (8) 1,791 69,295
Annuity contracts in payment period 11,305,698
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
S-15
<PAGE>
Variable Annuity Account B
Condensed Financial Information - Year Ended December 31, 1999 (continued):
<TABLE>
<CAPTION>
Value
Per Unit Increase (Decrease) Units
-------- in Value of Outstanding Reserves
Beginning End of Accumulation at End at End
of Year Year Unit of Year of Year
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Lexington Emerging Markets Fund, Inc.:
Non-Qualified VII $ 6.090 $13.640 123.97% 188,713.2 $ 2,574,027
---------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust Fund:
Non-Qualified V 11.030 12.428 12.67% 57,915.6 719,794
Non-Qualified V (0.75) 11.189 12.670 13.24% 65,369.7 828,244
Non-Qualified VII 10.932 12.298 12.50% 129,841.3 1,596,776
Non-Qualified IX 10.982 12.344 12.40% 191.3 2,361
Non-Qualified X 11.030 12.428 12.67% 1,753.1 21,788
---------------------------------------------------------------------------------------------------------------------------
MFS Funds:
Global Government Series:
Non-Qualified VII 10.860 10.440 (3.87%) 138,331.0 1,444,158
Non-Qualified VIII 10.904 10.498 (3.72%) 18,979.9 199,256
---------------------------------------------------------------------------------------------------------------------------
Total Return Series:
Non-Qualified VII 14.432 14.669 1.64% 2,056,862.5 30,172,256
Non-Qualified VIII 14.491 14.751 1.79% 483,032.7 7,125,264
Non-Qualified XIII 10.171 10.385 2.10% 321,447.1 3,338,204
Non-Qualified XIV 10.157 10.339 1.79% 675,245.9 6,981,698
Non-Qualified XV 10.150 10.317 1.65% 307,462.6 3,172,022
---------------------------------------------------------------------------------------------------------------------------
Mitchell Hutchins Series Trust:
Growth & Income Portfolio:
Non-Qualified XIII 9.816 10.960 11.65% (4) 10,140.8 111,141
Non-Qualified XIV 10.189 10.937 7.34% (4) 60,270.6 659,166
Non-Qualified XV 10.056 10.925 8.64% (4) 3,629.1 39,649
---------------------------------------------------------------------------------------------------------------------------
Small Cap Portfolio:
Non-Qualified XIV 11.067 11.828 6.88% (6) 14,182.0 167,748
Non-Qualified XV 9.764 11.816 21.02% (9) 404.1 4,774
---------------------------------------------------------------------------------------------------------------------------
Tactical Allocation Portfolio:
Non-Qualified XIII 9.451 10.651 12.70% (4) 101,507.5 1,081,178
Non-Qualified XIV 9.852 10.629 7.89% (4) 541,486.6 5,755,371
Non-Qualified XV 9.567 10.618 10.99% (5) 49,695.2 527,646
---------------------------------------------------------------------------------------------------------------------------
Oppenheimer Funds:
Aggressive Growth Fund/VA:
Non-Qualified VII 13.520 24.477 81.04% 734,833.6 17,986,178
Non-Qualified VIII 13.556 24.578 81.31% 251,982.6 6,193,324
Non-Qualified XIII 9.362 17.027 81.87% 102,851.7 1,751,223
Non-Qualified XIV 9.350 16.952 81.30% 139,614.8 2,366,791
Non-Qualified XV 9.343 16.915 81.04% 58,764.5 994,008
Annuity contracts in payment period 1,639,824
---------------------------------------------------------------------------------------------------------------------------
Global Securities Fund/VA:
Non-Qualified V 10.018 15.681 56.53% 12,402.0 194,472
Non-Qualified V (0.75) 10.053 15.814 57.31% 38,363.3 606,665
Non-Qualified VII 12.982 20.287 56.27% 346,236.2 7,024,157
Non-Qualified VIII 13.016 20.372 56.52% 82,152.5 1,673,576
Non-Qualified IX 10.001 15.615 56.13% 952.8 14,878
---------------------------------------------------------------------------------------------------------------------------
Main Street Growth & Income Fund/VA:
Non-Qualified VII 13.199 15.839 20.00% 1,942,405.4 30,766,659
Non-Qualified VIII 13.234 15.905 20.18% 685,331.0 10,900,475
Non-Qualified XIII 9.080 10.946 20.55% 341,457.9 3,737,521
Non-Qualified XIV 9.067 10.898 20.19% 737,210.2 8,034,042
Non-Qualified XV 9.061 10.874 20.01% 255,252.7 2,775,606
Annuity contracts in payment period 151,990
---------------------------------------------------------------------------------------------------------------------------
Strategic Bond Fund/VA:
Non-Qualified V 9.895 10.048 1.55% 5,339.8 53,654
Non-Qualified V (0.75) 9.929 10.133 2.05% 3,553.3 36,007
</TABLE>
S-16
<PAGE>
Variable Annuity Account B
Condensed Financial Information - Year Ended December 31, 1999 (continued):
<TABLE>
<CAPTION>
Value
Per Unit
--------
Beginning End of
of Year Year
----------------------------------------------------------------
<S> <C> <C>
Strategic Bond Fund/VA (continued):
Non-Qualified VII $ 10.921 $11.072
Non-Qualified VIII 10.950 11.118
Non-Qualified IX 9.878 10.006
Non-Qualified XIII 9.823 10.005
Non-Qualified XIV 9.810 9.961
Non-Qualified XV 9.803 9.939
Annuity contracts in payment period
----------------------------------------------------------------
Portfolio Partners, Inc. (PPI):
PPI MFS Emerging Equities Portfolio:
Non-Qualified V 19.489 29.040
Non-Qualified V (0.75) 19.769 29.605
Non-Qualified VII 18.803 27.973
Non-Qualified VIII 12.761 19.012
Non-Qualified IX 19.405 28.843
Non-Qualified X 19.489 29.040
Non-Qualified XII 10.087 16.210
Non-Qualified XIII 10.371 15.499
Non-Qualified XIV 10.357 15.431
Non-Qualified XV 10.350 15.397
Non-Qualified XVII 21.207 28.739
Annuity contracts in payment period
----------------------------------------------------------------
PPI MFS Research Growth Portfolio:
Non-Qualified V 15.481 18.963
Non-Qualified V (0.75) 15.703 19.332
Non-Qualified VI 13.080 16.032
Non-Qualified VII 15.331 18.750
Non-Qualified VIII 10.532 12.901
Non-Qualified IX 15.414 18.834
Non-Qualified X 15.481 18.963
Non-Qualified XIII 10.113 12.424
Non-Qualified XIV 10.099 12.370
Non-Qualified XV 10.092 12.343
----------------------------------------------------------------
PPI MFS Value Equity Portfolio:
Non-Qualified V 26.713 39.254
Non-Qualified V (0.75) 27.097 40.017
Non-Qualified VII 12.686 18.612
Non-Qualified VIII 12.708 18.672
Non-Qualified IX 26.598 38.987
Non-Qualified X 26.713 39.254
Non-Qualified XII 10.883 15.732
Non-Qualified XIII 10.193 15.023
Non-Qualified XIV 10.180 14.957
Non-Qualified XV 10.173 14.924
Non-Qualified XVII 33.592 43.155
Annuity contracts in payment period
----------------------------------------------------------------
PPI Scudder International Growth Portfolio:
Non-Qualified V 21.057 32.942
Non-Qualified V (0.75) 21.359 33.582
Non-Qualified VII 11.640 18.181
Non-Qualified VIII 11.659 18.238
Non-Qualified IX 20.966 32.718
Non-Qualified X 21.057 32.942
Non-Qualified XII 10.107 15.541
Non-Qualified XIII 9.248 14.511
<CAPTION>
Increase (Decrease) Units
in Value of Outstanding Reserves
Accumulation at End at End
Unit of Year of Year
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Strategic Bond Fund/VA (continued):
Non-Qualified VII 1.38% 831,202.9 $ 9,203,371
Non-Qualified VIII 1.53% 307,277.8 3,416,465
Non-Qualified IX 1.30% 114.2 1,143
Non-Qualified XIII 1.85% 247,094.9 2,472,154
Non-Qualified XIV 1.54% 321,796.7 3,205,447
Non-Qualified XV 1.39% 118,823.90 1,181,015
Annuity contracts in payment period 228,810
---------------------------------------------------------------------------------------------------------
Portfolio Partners, Inc. (PPI):
PPI MFS Emerging Equities Portfolio:
Non-Qualified V 49.01% 485,026.4 14,085,159
Non-Qualified V (0.75) 49.75% 457,664.5 13,548,971
Non-Qualified VII 48.77% 4,571,239.7 127,872,111
Non-Qualified VIII 48.99% 554,655.3 10,545,302
Non-Qualified IX 48.64% 11,546.9 333,043
Non-Qualified X 49.01% 12,141.7 352,595
Non-Qualified XII 60.70% (2) 12,647.9 205,025
Non-Qualified XIII 49.45% 360,243.8 5,583,250
Non-Qualified XIV 48.99% 421,058.9 6,497,276
Non-Qualified XV 48.76% 173,670.9 2,673,998
Non-Qualified XVII 35.52% (8) 546.7 15,710
Annuity contracts in payment period 1,531,267
---------------------------------------------------------------------------------------------------------
PPI MFS Research Growth Portfolio:
Non-Qualified V 22.49% 408,869.5 7,753,575
Non-Qualified V (0.75) 23.11% 331,760.0 6,413,686
Non-Qualified VI 22.57% 9,318.3 149,388
Non-Qualified VII 22.30% 3,631,867.0 68,096,121
Non-Qualified VIII 22.49% 576,382.1 7,435,639
Non-Qualified IX 22.19% 18,743.4 353,021
Non-Qualified X 22.49% 135,419.7 2,568,024
Non-Qualified XIII 22.85% 208,889.0 2,595,276
Non-Qualified XIV 22.49% 434,220.7 5,371,244
Non-Qualified XV 22.30% 145,910.2 1,800,924
---------------------------------------------------------------------------------------------------------
PPI MFS Value Equity Portfolio:
Non-Qualified V 46.95% 278,561.6 10,934,611
Non-Qualified V (0.75) 47.68% 202,966.2 8,122,064
Non-Qualified VII 46.71% 975,016.1 18,147,137
Non-Qualified VIII 46.93% 289,619.5 5,407,687
Non-Qualified IX 46.58% 3,143.4 122,552
Non-Qualified X 46.95% 9,451.0 370,986
Non-Qualified XII 44.56% (2) 188.4 2,964
Non-Qualified XIII 47.39% 207,410.2 3,115,879
Non-Qualified XIV 46.93% 361,089.0 5,400,856
Non-Qualified XV 46.70% 99,417.2 1,483,731
Non-Qualified XVII 28.47% (8) 1,516.2 65,431
Annuity contracts in payment period 1,763,893
---------------------------------------------------------------------------------------------------------
PPI Scudder International Growth Portfolio:
Non-Qualified V 56.44% 316,726.40 10,433,693
Non-Qualified V (0.75) 57.23% 331,361.7 11,127,920
Non-Qualified VII 56.19% 183,802.0 3,341,658
Non-Qualified VIII 56.43% 80,485.4 1,467,904
Non-Qualified IX 56.05% 5,869.2 192,030
Non-Qualified X 56.44% 4,496.1 148,113
Non-Qualified XII 53.76% (2) 229.6 3,568
Non-Qualified XIII 56.91% 292,269.5 4,241,163
</TABLE>
S-17
<PAGE>
Variable Annuity Account B
Condensed Financial Information - Year Ended December 31, 1999 (continued):
<TABLE>
<CAPTION>
Value
Per Unit
--------
Beginning End of
of Year Year
----------------------------------------------------------------------------
<S> <C> <C>
PPI Scudder International Growth Portfolio (continued):
Non-Qualified XIV $ 9.236 $14.448
Non-Qualified XV 9.229 14.416
Annuity contracts in payment period
----------------------------------------------------------------------------
PPI T. Rowe Price Growth Equity Portfolio:
Non-Qualified V 18.146 21.922
Non-Qualified V (0.75) 18.407 22.348
Non-Qualified VII 23.078 27.835
Non-Qualified VIII 16.682 20.151
Non-Qualified IX 18.068 21.773
Non-Qualified X 18.146 21.922
Non-Qualified XII 10.925 13.248
Non-Qualified XVII 21.843 25.309
Annuity contracts in payment period
----------------------------------------------------------------------------
Total
============================================================================
<CAPTION>
Increase (Decrease) Units
in Value of Outstanding Reserves
Accumulation at End at End
Unit of Year of Year
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PPI Scudder International Growth Portfolio (continued):
Non-Qualified XIV 56.43% 180,821.9 $ 2,612,466
Non-Qualified XV 56.20% 122,088.7 1,760,035
Annuity contracts in payment period 123,723
------------------------------------------------------------------------------------------------------------------------
PPI T. Rowe Price Growth Equity Portfolio:
Non-Qualified V 20.81% 177,799 3,897,694
Non-Qualified V (0.75) 21.41% 314,992 7,039,487
Non-Qualified VII 20.61% 3,902,488.8 108,627,153
Non-Qualified VIII 20.79% 304,101.7 6,127,882
Non-Qualified IX 20.51% 10,243.8 223,037
Non-Qualified X 20.81% 4,490.9 98,450
Non-Qualified XII 21.26% (2) 1,255.7 16,635
Non-Qualified XVII 15.87% (8) 1,557.1 39,409
Annuity contracts in payment period 723,814
------------------------------------------------------------------------------------------------------------------------
Total $6,173,851,032
========================================================================================================================
</TABLE>
<TABLE>
<S> <C>
Non-Qualified 1964 Individual contracts issued from December 1, 1964 to March 14, 1967.
Non-Qualified V Certain AetnaPlus contracts issued in connection with Deferred Compensation Plans issued since August
28, 1992, and certain individual non-qualified contracts.
Non-Qualified VI Certain existing contracts that were converted to ACES, an administrative system (previously valued
under Non-Qualified I).
Non-Qualified VII Certain individual and group contracts issued as non-qualified deferred annuity contracts or Individual
Retirement Annuity contracts issued since May 4, 1994.
Non-Qualified VIII Certain individual Retirement Annuity contracts issued since May 1, 1998.
Non-Qualified IX Group AetnaPlus contracts assessing an administrative expense charge effective April 7, 1997 issued in
connection with Deferred Compensation Plans.
Non-Qualified X Group AetnaPlus contracts containing contractual limits on fees, issued in connection with Deferred
Compensation Plans and as individual non-qualified contracts, resulting in reduced daily charges for
certain funding options effective May 29, 1997.
Non-Qualified XI Certain contracts, previously valued under Non-Qualified VI, containing contractual limits limits on
fees, resulting in reduced daily charges for certain funding options effective May 29, 1997.
Non-Qualified XIII Certain individual Retirement Annuity contracts issued since October 1, 1998.
Non-Qualified XIV Certain individual Retirement Annuity contracts issued since September 1, 1998.
Non-Qualified XV Certain individual Retirement Annuity contracts issued since September 1, 1998.
Non-Qualified XVII Group AetnaPlus contracts issued in connection with Deferred Compensation Plans having contract
modifications effective May 29, 1997.
</TABLE>
Notes to Condensed Financial Information:
(1) -- Reflects less than a full year of performance activity. Funds were
first received in this option during January 1999.
(2) -- Reflects less than a full year of performance activity. Funds were
first received in this option during March 1999.
(3) -- Reflects less than a full year of performance activity. Funds were
first received in this option during April 1999.
(4) -- Reflects less than a full year of performance activity. Funds were
first received in this option during May 1999.
(5) -- Reflects less than a full year of performance activity. Funds were
first received in this option during June 1999.
(6) -- Reflects less than a full year of performance activity. Funds were
first received in this option during July 1999.
(7) -- Reflects less than a full year of performance activity. Funds were
first received in this option during August 1999.
(8) -- Reflects less than a full year of performance activity. Funds were
first received in this option during September 1999.
(9) -- Reflects less than a full year of performance activity. Funds were
first received in this option during October 1999.
(10) -- Reflects less than a full year of performance activity. Funds were
first received in this option during November 1999.
(11) -- Reflects less than a full year of performance activity. Funds were
first received in this option during December 1999.
See Notes to Financial Statements
S-18
<PAGE>
Variable Annuity Account B
Notes to Financial Statements - December 31, 1999
1. Summary of Significant Accounting Policies
Variable Annuity Account B (the "Account") is a separate account established
by Aetna Life Insurance and Annuity Company (the "Company") registered under
the Investment Company Act of 1940 as a unit investment trust. The Account
is sold exclusively for use with variable annuity contracts that may be
entitled to tax-deferred treatment under specific sections of the Internal
Revenue Code of 1986, as amended.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect amounts reported therein. Actual results could
differ from these estimates.
a. Valuation of Investments
Investments in the following Funds are stated at the closing net asset
value per share as determined by each Fund on December 31, 1999:
<TABLE>
<S> <C>
Aetna Ascent VP Fidelity Variable Insurance Products Fund:
Aetna Balanced VP, Inc. o Equity-Income Portfolio
Aetna Bond VP o Growth Portfolio
Aetna Crossroads VP o High Income Portfolio
Aetna Get Fund, Series C o Overseas Portfolio
Aetna Get Fund, Series D Fidelity Variable Insurance Products Fund II:
Aetna Get Fund, Series E o Asset Manager Portfolio
Aetna Get Fund, Series G o Contrafund Portfolio
Aetna Get Fund, Series H o Index 500 Portfolio
Aetna Growth and Income VP o Investment Grade Bond Portfolio
Aetna Growth VP Janus Aspen Series:
Aetna High Yield VP o Aggressive Growth Portfolio
Aetna Index Plus Large Cap VP o Balanced Portfolio
Aetna Index Plus Mid Cap VP o Flexible Income Portfolio
Aetna Index Plus Small Cap VP o Growth Portfolio
Aetna International VP o Worldwide Growth Portfolio
Aetna Legacy VP Lexington Emerging Markets Fund, Inc.
Aetna Money Market VP Lexington Natural Resources Trust Fund
Aetna Real Estate Securities VP MFS Funds:
Aetna Small Company VP o Global Government Series
Aetna Value Opportunity VP o Total Return Series
AIM V.I. Funds: Mitchell Hutchins Series Trust:
o Capital Appreciation Fund o Growth & Income Portfolio
o Growth and Income Fund o Small Cap portfolio
o Growth Fund o Tactical Allocation Portfolio
o Value Fund Oppenheimer Funds:
Alger American Funds: o Aggressive Growth Fund/VA
o Balanced Portfolio o Global Securities Fund/VA
o Income & Growth Portfolio o Main Street Growth & Income Fund/VA
o Leveraged AllCap Portfolio o Strategic Bond Fund/VA
American Century VP Funds: Portfolio Partners, Inc. (PPI):
o Balanced Fund o PPI MFS Emerging Equities Portfolio
o International Fund o PPI MFS Research Growth Portfolio
Calvert Social Balanced Portfolio o PPI MFS Value Equity Portfolio
Federated Insurance Series: o PPI Scudder International Growth Portfolio
o American Leaders Fund II o PPI T. Rowe Price Growth Equity Portfolio
o Equity Income Fund II
o Growth Strategies Fund II
o High Income Bond Fund II
o International Equity Fund II
o Prime Money Fund II
o U.S. Government Securities Fund II
o Utility Fund II
</TABLE>
S-19
<PAGE>
Variable Annuity Account B
Notes to Financial Statements - December 31, 1999 (continued):
b. Other
Investment transactions are accounted for on a trade date basis and dividend
income is recorded on the ex-dividend date. The cost of investments sold is
determined by specific identification.
c. Federal Income Taxes
The operations of the Account form a part of, and are taxed with, the total
operations of the Company which is taxed as a life insurance company under
the Internal Revenue Code of 1986, as amended.
d. Annuity Reserves
Annuity reserves held in the Account are computed for currently payable
contracts according to the Progressive Annuity, a49, 1971 Individual Annuity
Mortality, 1971 Group Annuity Mortality, 83a, and 1983 Group Annuity
Mortality tables using various assumed interest rates not to exceed seven
percent. Mortality experience is monitored by the Company. Charges to
annuity reserves for mortality experience are reimbursed to the Company if
the reserves required are less than originally estimated. If additional
reserves are required, the Company reimburses the Account.
2. Valuation Period Deductions
Deductions by the Account for mortality and expense risk charges are made in
accordance with the terms of the contracts and are paid to the Company.
3. Dividend Income
On an annual basis, the Funds distribute substantially all of their taxable
income and realized capital gains to their shareholders. Distributions to
the Account are automatically reinvested in shares of the Funds. The
Account's proportionate share of each Fund's undistributed net investment
income (distributions in excess of net investment income) and accumulated
net realized gain (loss) on investments is included in net unrealized gain
(loss) in the Statement of Operations.
4. Purchases and Sales of Investments
The cost of purchases and proceeds from sales of investments other than
short-term investments for the year ended December 31, 1999 aggregated
$3,435,456,040 and $1,971,718,606.
S-20
<PAGE>
Variable Annuity Account B
Notes to Financial Statements - December 31, 1999 (continued):
5. Supplemental Information to Statements of Operations
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Year Ended December 31, 1999
Valuation Proceeds Cost of
Period from Investments
Dividends Deductions Sales Sold
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Aetna Ascent VP:
Annuity contracts in accumulation $1,340,444 ($270,151) $9,313,006 $8,698,919
-----------------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.:
Annuity contracts in accumulation 26,401,416 (2,291,480) 33,436,167 27,637,858
-----------------------------------------------------------------------------------------------------------
Aetna Bond VP:
Annuity contracts in accumulation 6,124,925 (1,115,110) 40,901,359 41,151,754
-----------------------------------------------------------------------------------------------------------
Aetna Crossroads VP:
Annuity contracts in accumulation 1,502,501 (342,919) 8,948,614 8,113,257
-----------------------------------------------------------------------------------------------------------
Aetna Get Fund, Series B:
Annuity contracts in accumulation 7,848,121 (128,073) 19,750,183 23,962,269
-----------------------------------------------------------------------------------------------------------
Aetna Get Fund, Series C:
Annuity contracts in accumulation 1,957,571 (74,044) 3,666,266 2,463,747
-----------------------------------------------------------------------------------------------------------
Aetna Get Fund, Series D:
Annuity contracts in accumulation 3,756,117 (2,728,466) 32,922,228 32,044,756
-----------------------------------------------------------------------------------------------------------
Aetna Get Fund, Series E:
Annuity contracts in accumulation 2,481,190 (1,968,291) 9,474,528 9,239,165
-----------------------------------------------------------------------------------------------------------
Aetna Get Fund, Series G:
Annuity contracts in accumulation 102,974 (208,523) 522,773 511,829
-----------------------------------------------------------------------------------------------------------
Aetna Get Fund, Series H:
Annuity contracts in accumulation 0 (535) 0 0
-----------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP:
Annuity contracts in accumulation 207,834,884 (12,198,695) 237,901,365 210,303,160
-----------------------------------------------------------------------------------------------------------
Aetna Growth VP:
Annuity contracts in accumulation 3,084,013 (580,261) 51,360,082 42,601,164
-----------------------------------------------------------------------------------------------------------
Aetna High Yield VP:
Annuity contracts in accumulation 23,128 (2,983) 278,712 305,621
-----------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP:
Annuity contracts in accumulation 9,509,103 (1,876,028) 67,290,981 54,385,900
-----------------------------------------------------------------------------------------------------------
Aetna Index Plus Mid Cap VP:
Annuity contracts in accumulation 158,723 (7,101) 5,181,529 5,178,353
-----------------------------------------------------------------------------------------------------------
Aetna Index Plus Small Cap VP:
Annuity contracts in accumulation 2,021 (8,247) 1,258,038 1,253,262
-----------------------------------------------------------------------------------------------------------
Aetna International VP:
Annuity contracts in accumulation 343,759 (29,531) 12,411,249 11,614,440
-----------------------------------------------------------------------------------------------------------
Aetna Legacy VP:
Annuity contracts in accumulation 1,676,882 (417,080) 10,198,632 9,520,795
-----------------------------------------------------------------------------------------------------------
Aetna Money Market VP:
Annuity contracts in accumulation 7,203,776 (2,397,398) 588,072,224 585,938,903
-----------------------------------------------------------------------------------------------------------
Aetna Real Estate Securities VP:
Annuity contracts in accumulation 98,540 (19,120) 1,488,862 1,583,368
-----------------------------------------------------------------------------------------------------------
Aetna Small Company VP:
Annuity contracts in accumulation 299,261 (252,577) 9,437,948 8,942,352
-----------------------------------------------------------------------------------------------------------
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1999 Net Unrealized Net Net
Net Gain (Loss) Change in Increase (Decrease)
Realized ----------- Unrealized in Net Assets
Gain (Loss) Beginning End Gain (Loss) Resulting from
on Investments of Year of Year on Investments Operations
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Aetna Ascent VP:
Annuity contracts in accumulation $614,087 ($204,552) $483,736 $688,288 $2,372,668
-------------------------------------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.:
Annuity contracts in accumulation 5,798,309 13,657,518 6,704,110 (6,953,408) 22,954,837
-------------------------------------------------------------------------------------------------------------------------------
Aetna Bond VP:
Annuity contracts in accumulation (250,395) (271,440) (6,898,223) (6,626,783) (1,867,363)
-------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads VP:
Annuity contracts in accumulation 835,357 455,992 548,689 92,697 2,087,636
-------------------------------------------------------------------------------------------------------------------------------
Aetna Get Fund, Series B:
Annuity contracts in accumulation (4,212,086) 3,285,620 0 (3,285,620) 222,342
-------------------------------------------------------------------------------------------------------------------------------
Aetna Get Fund, Series C:
Annuity contracts in accumulation 1,202,519 2,432,614 786,857 (1,645,757) 1,440,289
-------------------------------------------------------------------------------------------------------------------------------
Aetna Get Fund, Series D:
Annuity contracts in accumulation 877,472 (64,824) 9,587,836 9,652,660 11,557,783
-------------------------------------------------------------------------------------------------------------------------------
Aetna Get Fund, Series E:
Annuity contracts in accumulation 235,363 0 23,410,070 23,410,070 24,158,332
-------------------------------------------------------------------------------------------------------------------------------
Aetna Get Fund, Series G:
Annuity contracts in accumulation 10,944 0 5,934,910 5,934,910 5,840,305
-------------------------------------------------------------------------------------------------------------------------------
Aetna Get Fund, Series H:
Annuity contracts in accumulation 0 0 2,439 2,439 1,904
-------------------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP:
Annuity contracts in accumulation 27,598,205 (14,386,593) (68,936,164) (54,549,571) 168,684,823
-------------------------------------------------------------------------------------------------------------------------------
Aetna Growth VP:
Annuity contracts in accumulation 8,758,918 4,054,739 8,580,844 4,526,105 15,788,775
-------------------------------------------------------------------------------------------------------------------------------
Aetna High Yield VP:
Annuity contracts in accumulation (26,909) (38,627) (16,080) 22,547 15,783
-------------------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP:
Annuity contracts in accumulation 12,905,081 9,544,413 23,757,249 14,212,836 34,750,992
-------------------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Mid Cap VP:
Annuity contracts in accumulation 3,176 25,068 (42,233) (67,301) 87,497
-------------------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Small Cap VP:
Annuity contracts in accumulation 4,776 8,264 96,292 88,028 86,578
-------------------------------------------------------------------------------------------------------------------------------
Aetna International VP:
Annuity contracts in accumulation 796,809 (4,447) 330,445 334,892 1,445,929
-------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy VP:
Annuity contracts in accumulation 677,837 230,393 (38,204) (268,597) 1,669,042
-------------------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP:
Annuity contracts in accumulation 2,133,321 1,434,703 1,765,548 330,845 7,270,544
-------------------------------------------------------------------------------------------------------------------------------
Aetna Real Estate Securities VP:
Annuity contracts in accumulation (94,506) (78,505) (181,523) (103,018) (118,104)
-------------------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP:
Annuity contracts in accumulation 495,596 1,188,423 6,242,096 5,053,673 5,595,953
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
S-21
<PAGE>
Variable Annuity Account B
Notes to Financial Statements - December 31, 1999 (continued):
5. Supplemental Information to Statements of Operations (continued):
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
Year Ended December 31, 1999
Valuation Proceeds Cost of
Period from Investments
Dividends Deductions Sales Sold
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Aetna Value Opportunity VP:
Annuity contracts in accumulation $797,048 ($226,028) $7,969,978 $6,860,631
------------------------------------------------------------------------------------------------------
Capital Appreciation Fund:
Annuity contracts in accumulation 199,178 (36,849) 1,961,367 1,742,638
------------------------------------------------------------------------------------------------------
Growth and Income Fund:
Annuity contracts in accumulation 179,109 (106,709) 716,417 632,280
------------------------------------------------------------------------------------------------------
Growth Fund:
Annuity contracts in accumulation 631,309 (62,029) 747,792 656,292
------------------------------------------------------------------------------------------------------
Value Fund:
Annuity contracts in accumulation 629,443 (155,450) 2,307,793 2,034,925
------------------------------------------------------------------------------------------------------
Alger American Funds:
Balanced Portfolio:
Annuity contracts in accumulation 454,912 (85,354) 1,556,530 1,053,499
------------------------------------------------------------------------------------------------------
Income & Growth Portfolio:
Annuity contracts in accumulation 914,221 (222,145) 2,270,282 1,259,702
------------------------------------------------------------------------------------------------------
Leveraged AllCap Portfolio:
Annuity contracts in accumulation 1,249,119 (271,946) 3,592,783 1,650,828
------------------------------------------------------------------------------------------------------
American Century VP Funds:
Balanced Fund:
Annuity contracts in accumulation 683,536 (56,724) 1,675,116 1,632,360
------------------------------------------------------------------------------------------------------
International Fund:
Annuity contracts in accumulation 0 (80,728) 1,365,915 995,445
------------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio:
Annuity contracts in accumulation 247,325 (26,165) 406,307 370,404
------------------------------------------------------------------------------------------------------
Federated Insurance Series:
American Leaders Fund II:
Annuity contracts in accumulation 13,552,341 (1,896,640) 21,302,731 12,295,752
------------------------------------------------------------------------------------------------------
Equity Income Fund II:
Annuity contracts in accumulation 830,081 (412,745) 4,773,203 3,622,910
------------------------------------------------------------------------------------------------------
Growth Strategies Fund II:
Annuity contracts in accumulation 0 (459,868) 4,243,118 2,328,173
------------------------------------------------------------------------------------------------------
High Income Bond Fund II:
Annuity contracts in accumulation 4,081,257 (651,738) 10,263,690 9,738,521
------------------------------------------------------------------------------------------------------
International Equity Fund II:
Annuity contracts in accumulation 503,745 (271,182) 3,123,504 1,926,381
------------------------------------------------------------------------------------------------------
Prime Money Fund II:
Annuity contracts in accumulation 411,869 (127,832) 9,317,264 9,315,041
------------------------------------------------------------------------------------------------------
U.S. Government Securities Fund II:
Annuity contracts in accumulation 733,040 (203,519) 4,193,043 3,940,186
------------------------------------------------------------------------------------------------------
Utility Fund II:
Annuity contracts in accumulation 2,100,934 (397,724) 5,009,213 3,572,281
------------------------------------------------------------------------------------------------------
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1999 Net Unrealized Net Net
Net Gain (Loss) Change in Increase (Decrease)
Realized ----------- Unrealized in Net Assets
Gain (Loss) Beginning End Gain (Loss) Resulting from
on Investments of Year of Year on Investments Operations
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Aetna Value Opportunity VP:
Annuity contracts in accumulation $1,109,347 $1,733,031 $2,822,690 $1,089,659 $2,770,026
----------------------------------------------------------------------------------------------------------------------------
Capital Appreciation Fund:
Annuity contracts in accumulation 218,729 19,720 2,111,777 2,092,057 2,473,115
----------------------------------------------------------------------------------------------------------------------------
Growth and Income Fund:
Annuity contracts in accumulation 84,137 17,765 3,746,947 3,729,182 3,885,719
----------------------------------------------------------------------------------------------------------------------------
Growth Fund:
Annuity contracts in accumulation 91,500 12,342 2,711,961 2,699,619 3,360,399
----------------------------------------------------------------------------------------------------------------------------
Value Fund:
Annuity contracts in accumulation 272,868 22,553 4,671,998 4,649,445 5,396,306
----------------------------------------------------------------------------------------------------------------------------
Alger American Funds:
Balanced Portfolio: 503,031 1,582,996 2,168,767 585,771 1,458,360
----------------------------------------------------------------------------------------------------------------------------
Income & Growth Portfolio:
Annuity contracts in accumulation 1,010,580 4,215,812 8,170,558 3,954,746 5,657,402
----------------------------------------------------------------------------------------------------------------------------
Leveraged AllCap Portfolio:
Annuity contracts in accumulation 1,941,955 6,533,437 15,044,425 8,510,988 11,430,116
----------------------------------------------------------------------------------------------------------------------------
American Century VP Funds:
Balanced Fund:
Annuity contracts in accumulation 42,756 487,853 113,895 (373,958) 295,610
----------------------------------------------------------------------------------------------------------------------------
International Fund:
Annuity contracts in accumulation 370,470 743,148 3,420,828 2,677,680 2,967,422
----------------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio:
Annuity contracts in accumulation 35,903 14,930 8,210 (6,720) 250,343
----------------------------------------------------------------------------------------------------------------------------
Federated Insurance Series:
American Leaders Fund II:
Annuity contracts in accumulation 9,006,979 37,231,660 23,291,163 (13,940,497) 6,722,183
----------------------------------------------------------------------------------------------------------------------------
Equity Income Fund II:
Annuity contracts in accumulation 1,150,293 3,973,133 6,982,904 3,009,771 4,577,400
----------------------------------------------------------------------------------------------------------------------------
Growth Strategies Fund II:
Annuity contracts in accumulation 1,914,945 5,244,563 22,782,494 17,537,931 18,993,008
----------------------------------------------------------------------------------------------------------------------------
High Income Bond Fund II:
Annuity contracts in accumulation 525,169 2,714,767 (768,082) (3,482,849) 471,839
----------------------------------------------------------------------------------------------------------------------------
International Equity Fund II:
Annuity contracts in accumulation 1,197,123 3,819,534 15,689,012 11,869,478 13,299,164
----------------------------------------------------------------------------------------------------------------------------
Prime Money Fund II:
Annuity contracts in accumulation 2,223 2,223 0 (2,223) 284,037
----------------------------------------------------------------------------------------------------------------------------
U.S. Government Securities Fund II:
Annuity contracts in accumulation 252,857 1,013,377 (71,689) (1,085,066) (302,688)
----------------------------------------------------------------------------------------------------------------------------
Utility Fund II:
Annuity contracts in accumulation 1,436,932 7,053,257 3,900,529 (3,152,728) (12,586)
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
S-22
<PAGE>
Variable Annuity Account B
Notes to Financial Statements - December 31, 1999 (continued):
5. Supplemental Information to Statements of Operations (continued):
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1999
Valuation Proceeds Cost of
Period from Investments
Dividends Deductions Sales Sold
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fidelity Variable Insurance Products Fund:
Equity-Income Portfolio:
Annuity contracts in accumulation $8,367,628 ($2,573,916) $30,786,251 $23,310,042
----------------------------------------------------------------------------------------------------------------
Growth Portfolio:
Annuity contracts in accumulation 16,174,596 (2,218,187) 15,856,150 10,078,861
----------------------------------------------------------------------------------------------------------------
High Income Portfolio:
Annuity contracts in accumulation 5,027,115 (781,519) 15,051,314 17,531,702
----------------------------------------------------------------------------------------------------------------
Overseas Portfolio:
Annuity contracts in accumulation 639,927 (217,131) 17,051,576 15,470,272
----------------------------------------------------------------------------------------------------------------
Fidelity Variable Insurance Products Fund II:
Asset Manager Portfolio:
Annuity contracts in accumulation 1,521,294 (290,423) 3,958,472 3,549,278
----------------------------------------------------------------------------------------------------------------
Contrafund Portfolio:
Annuity contracts in accumulation 6,677,923 (2,522,798) 42,148,010 26,560,684
----------------------------------------------------------------------------------------------------------------
Index 500 Portfolio:
Annuity contracts in accumulation 2,351,381 (2,155,269) 61,376,663 41,833,912
----------------------------------------------------------------------------------------------------------------
Investment Grade Bond Portfolio:
Annuity contracts in accumulation 278,742 (67,977) 1,529,299 1,459,169
----------------------------------------------------------------------------------------------------------------
Janus Aspen Series:
Aggressive Growth Portfolio:
Annuity contracts in accumulation 4,328,099 (1,464,290) 180,428,933 153,089,375
----------------------------------------------------------------------------------------------------------------
Balanced Portfolio:
Annuity contracts in accumulation 3,289,917 (1,574,299) 7,838,806 4,594,554
----------------------------------------------------------------------------------------------------------------
Flexible Income Portfolio:
Annuity contracts in accumulation 1,403,262 (265,146) 9,325,969 9,178,770
----------------------------------------------------------------------------------------------------------------
Growth Portfolio:
Annuity contracts in accumulation 990,849 (1,633,385) 22,246,086 14,336,557
----------------------------------------------------------------------------------------------------------------
Worldwide Growth Portfolio:
Annuity contracts in accumulation 538,521 (3,924,479) 85,749,085 54,113,435
----------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund, Inc.:
Annuity contracts in accumulation 8,564 (22,933) 463,764 730,052
----------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust Fund:
Annuity contracts in accumulation 20,628 (42,793) 1,388,088 1,704,273
----------------------------------------------------------------------------------------------------------------
MFS Funds:
Global Government Series: (1)
Annuity contracts in accumulation 103,104 (25,617) 1,099,699 1,092,429
----------------------------------------------------------------------------------------------------------------
Total Return Series:
Annuity contracts in accumulation 2,209,450 (612,684) 5,002,849 3,909,198
----------------------------------------------------------------------------------------------------------------
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1999 Net Unrealized Net
Net Gain (Loss) Change in
Realized ----------- Unrealized
Gain (Loss) Beginning End Gain (Loss)
on Investments of Year of Year on Investments
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fidelity Variable Insurance Products Fund:
Equity-Income Portfolio:
Annuity contracts in accumulation $7,476,209 $22,859,546 $17,824,133 $(5,035,413)
--------------------------------------------------------------------------------------------------------------------
Growth Portfolio:
Annuity contracts in accumulation 5,777,289 33,940,400 67,658,735 33,718,335
--------------------------------------------------------------------------------------------------------------------
High Income Portfolio:
Annuity contracts in accumulation (2,480,388) (4,425,686) (2,606,690) 1,818,996
--------------------------------------------------------------------------------------------------------------------
Overseas Portfolio:
Annuity contracts in accumulation 1,581,304 669,980 4,814,866 4,144,886
--------------------------------------------------------------------------------------------------------------------
Fidelity Variable Insurance Products Fund II:
Asset Manager Portfolio:
Annuity contracts in accumulation 409,194 1,633,427 1,897,225 263,798
--------------------------------------------------------------------------------------------------------------------
Contrafund Portfolio:
Annuity contracts in accumulation 15,587,326 35,201,475 56,818,405 21,616,930
--------------------------------------------------------------------------------------------------------------------
Index 500 Portfolio:
Annuity contracts in accumulation 19,542,751 25,538,020 32,900,456 7,362,436
--------------------------------------------------------------------------------------------------------------------
Investment Grade Bond Portfolio:
Annuity contracts in accumulation 70,130 478,048 75,103 (402,945)
--------------------------------------------------------------------------------------------------------------------
Janus Aspen Series:
Aggressive Growth Portfolio:
Annuity contracts in accumulation 27,339,558 8,106,849 100,137,615 92,030,766
--------------------------------------------------------------------------------------------------------------------
Balanced Portfolio:
Annuity contracts in accumulation 3,244,252 15,241,071 40,182,173 24,941,102
--------------------------------------------------------------------------------------------------------------------
Flexible Income Portfolio:
Annuity contracts in accumulation 147,199 255,193 (999,230) (1,254,423)
--------------------------------------------------------------------------------------------------------------------
Growth Portfolio:
Annuity contracts in accumulation 7,909,529 12,281,148 56,878,486 44,597,338
--------------------------------------------------------------------------------------------------------------------
Worldwide Growth Portfolio:
Annuity contracts in accumulation 31,635,650 37,241,442 183,495,928 146,254,486
--------------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund, Inc.:
Annuity contracts in accumulation (266,288) (1,196,659) 579,071 1,775,730
--------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust Fund:
Annuity contracts in accumulation (316,185) (1,266,269) (494,145) 772,124
--------------------------------------------------------------------------------------------------------------------
MFS Funds:
Global Government Series: (1)
Annuity contracts in accumulation 7,270 102,292 (52,025) (154,317)
--------------------------------------------------------------------------------------------------------------------
Total Return Series:
Annuity contracts in accumulation 1,093,651 3,834,735 1,850,808 (1,983,927)
--------------------------------------------------------------------------------------------------------------------
<CAPTION>
-----------------------------------------------------------------------
Year Ended December 31, 1999 Net
Increase (Decrease)
in Net Assets
Resulting from
Operations
-----------------------------------------------------------------------
<S> <C>
Fidelity Variable Insurance Products Fund:
Equity-Income Portfolio:
Annuity contracts in accumulation $8,234,508
-----------------------------------------------------------------------
Growth Portfolio:
Annuity contracts in accumulation 53,452,033
-----------------------------------------------------------------------
High Income Portfolio:
Annuity contracts in accumulation 3,584,204
-----------------------------------------------------------------------
Overseas Portfolio:
Annuity contracts in accumulation 6,148,986
-----------------------------------------------------------------------
Fidelity Variable Insurance Products Fund II:
Asset Manager Portfolio:
Annuity contracts in accumulation 1,903,863
-----------------------------------------------------------------------
Contrafund Portfolio:
Annuity contracts in accumulation 41,359,381
-----------------------------------------------------------------------
Index 500 Portfolio:
Annuity contracts in accumulation 27,101,299
-----------------------------------------------------------------------
Investment Grade Bond Portfolio:
Annuity contracts in accumulation (122,050)
-----------------------------------------------------------------------
Janus Aspen Series:
Aggressive Growth Portfolio:
Annuity contracts in accumulation 122,234,133
-----------------------------------------------------------------------
Balanced Portfolio:
Annuity contracts in accumulation 29,900,972
-----------------------------------------------------------------------
Flexible Income Portfolio:
Annuity contracts in accumulation 30,892
-----------------------------------------------------------------------
Growth Portfolio:
Annuity contracts in accumulation 51,864,331
-----------------------------------------------------------------------
Worldwide Growth Portfolio:
Annuity contracts in accumulation 174,504,178
-----------------------------------------------------------------------
Lexington Emerging Markets Fund, Inc.:
Annuity contracts in accumulation 1,495,073
-----------------------------------------------------------------------
Lexington Natural Resources Trust Fund:
Annuity contracts in accumulation 433,774
-----------------------------------------------------------------------
MFS Funds:
Global Government Series: (1)
Annuity contracts in accumulation (69,560)
-----------------------------------------------------------------------
Total Return Series:
Annuity contracts in accumulation 706,490
-----------------------------------------------------------------------
</TABLE>
S-23
<PAGE>
Variable Annuity Account B
Notes to Financial Statements - December 31, 1999 (continued):
5. Supplemental Information to Statements of Operations (continued):
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1999
Valuation Proceeds Cost of
Period from Investments
Dividends Deductions Sales Sold
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mitchell Hutchins Series Trust:
Growth & Income Portfolio:
Annuity contracts in accumulation $3 $(2,950) $134,571 $132,047
------------------------------------------------------------------------------------------------------------------------
Small Cap Portfolio:
Annuity contracts in accumulation 5,932 (761) 1,608 1,675
------------------------------------------------------------------------------------------------------------------------
Tactical Allocation Portfolio:
Annuity contracts in accumulation 473,308 (12,484) 259,982 250,453
------------------------------------------------------------------------------------------------------------------------
Oppenheimer Funds:
Aggressive Growth Fund/VA: (2)
Annuity contracts in accumulation 0 (228,766) 29,784,999 24,129,999
------------------------------------------------------------------------------------------------------------------------
Global Securities Fund/VA: (3)
Annuity contracts in accumulation 280,254 (94,735) 6,574,995 4,790,427
------------------------------------------------------------------------------------------------------------------------
Main Street Growth & Income Fund/VA: (4)
Annuity contracts in accumulation 454,029 (588,876) 5,827,992 5,360,308
------------------------------------------------------------------------------------------------------------------------
Strategic Bond Fund/VA: (5)
Annuity contracts in accumulation 786,643 (214,526) 4,087,701 4,296,040
------------------------------------------------------------------------------------------------------------------------
Portfolio Partners,Inc. (PPI):
PPI MFS Emerging Equities Portfolio:
Annuity contracts in accumulation 1,395,386 (1,803,211) 69,154,424 53,471,073
------------------------------------------------------------------------------------------------------------------------
PPI MFS Research Growth Portfolio:
Annuity contracts in accumulation 179,933 (1,192,525) 22,188,694 17,498,425
------------------------------------------------------------------------------------------------------------------------
PPI MFS Value Equity Portfolio:
Annuity contracts in accumulation 1,111,624 (447,967) 6,884,756 4,709,438
------------------------------------------------------------------------------------------------------------------------
PPI Scudder International Growth Portfolio:
Annuity contracts in accumulation 1,024,592 (243,925) 75,090,895 65,822,845
------------------------------------------------------------------------------------------------------------------------
PPI T. Rowe Price Growth Equity Portfolio:
Annuity contracts in accumulation 2,862,703 (1,607,370) 19,816,183 14,545,431
------------------------------------------------------------------------------------------------------------------------
Total Variable Annuity Account B $372,453,223 ($ 59,498,930) $1,971,718,606 $1,728,629,845
========================================================================================================================
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1999 Net Unrealized Net
Net Gain (Loss) Change in
Realized ----------- Unrealized
Gain (Loss) Beginning End Gain (Loss)
on Investments of Year of Year on Investments
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mitchell Hutchins Series Trust:
Growth & Income Portfolio:
Annuity contracts in accumulation $2,524 $0 $74,102 $74,102
----------------------------------------------------------------------------------------------------------------------
Small Cap Portfolio:
Annuity contracts in accumulation (67) 0 9,469 9,469
----------------------------------------------------------------------------------------------------------------------
Tactical Allocation Portfolio:
Annuity contracts in accumulation 9,529 0 35,469 35,469
----------------------------------------------------------------------------------------------------------------------
Oppenheimer Funds:
Aggressive Growth Fund/VA: (2)
Annuity contracts in accumulation 5,655,000 1,243,228 8,288,775 7,045,547
----------------------------------------------------------------------------------------------------------------------
Global Securities Fund/VA: (3)
Annuity contracts in accumulation 1,784,568 786,005 2,312,761 1,526,756
----------------------------------------------------------------------------------------------------------------------
Main Street Growth & Income Fund/VA: (4)
Annuity contracts in accumulation 467,684 (435,824) 7,488,511 7,924,335
----------------------------------------------------------------------------------------------------------------------
Strategic Bond Fund/VA: (5)
Annuity contracts in accumulation (208,339) 47,663 (12,690) (60,353)
----------------------------------------------------------------------------------------------------------------------
Portfolio Partners,Inc. (PPI):
PPI MFS Emerging Equities Portfolio:
Annuity contracts in accumulation 15,683,351 19,423,983 64,359,069 44,935,086
----------------------------------------------------------------------------------------------------------------------
PPI MFS Research Growth Portfolio:
Annuity contracts in accumulation 4,690,269 11,016,482 26,374,011 15,357,529
----------------------------------------------------------------------------------------------------------------------
PPI MFS Value Equity Portfolio:
Annuity contracts in accumulation 2,175,318 3,770,053 17,014,014 13,243,961
----------------------------------------------------------------------------------------------------------------------
PPI Scudder International Growth Portfolio:
Annuity contracts in accumulation 9,268,050 863,502 3,641,431 2,777,929
----------------------------------------------------------------------------------------------------------------------
PPI T. Rowe Price Growth Equity Portfolio:
Annuity contracts in accumulation 5,270,752 24,891,619 40,800,081 15,908,462
----------------------------------------------------------------------------------------------------------------------
Total Variable Annuity Account B $243,088,761 $349,806,583 $860,262,998 $510,456,415
======================================================================================================================
<CAPTION>
----------------------------------------------------------------------
Year Ended December 31, 1999 Net
Increase (Decrease)
in Net Assets
Resulting from
Operations
----------------------------------------------------------------------
<S> <C>
Mitchell Hutchins Series Trust:
Growth & Income Portfolio:
Annuity contracts in accumulation $73,679
----------------------------------------------------------------------
Small Cap Portfolio:
Annuity contracts in accumulation 14,573
----------------------------------------------------------------------
Tactical Allocation Portfolio:
Annuity contracts in accumulation 505,822
----------------------------------------------------------------------
Oppenheimer Funds:
Aggressive Growth Fund/VA: (2)
Annuity contracts in accumulation 12,471,781
----------------------------------------------------------------------
Global Securities Fund/VA: (3)
Annuity contracts in accumulation 3,496,843
----------------------------------------------------------------------
Main Street Growth & Income Fund/VA: (4)
Annuity contracts in accumulation 8,257,172
----------------------------------------------------------------------
Strategic Bond Fund/VA: (5)
Annuity contracts in accumulation 303,425
----------------------------------------------------------------------
Portfolio Partners,Inc. (PPI):
PPI MFS Emerging Equities Portfolio:
Annuity contracts in accumulation 60,210,612
----------------------------------------------------------------------
PPI MFS Research Growth Portfolio:
Annuity contracts in accumulation 19,035,206
----------------------------------------------------------------------
PPI MFS Value Equity Portfolio:
Annuity contracts in accumulation 16,082,936
----------------------------------------------------------------------
PPI Scudder International Growth Portfolio:
Annuity contracts in accumulation 12,826,646
----------------------------------------------------------------------
PPI T. Rowe Price Growth Equity Portfolio:
Annuity contracts in accumulation 22,434,547
----------------------------------------------------------------------
Total Variable Annuity Account B $1,066,499,469
======================================================================
</TABLE>
(1) - Effective May 1, 1999, MFS Worldwide Government Series name changed to
MFS Global Government Series.
(2) - Effective May 1, 1999, Oppenheimer Aggressive Growth Fund/OVAF's name
changed to Oppenheimer Aggressive Growth Fund/VA.
(3) - Effective May 1, 1999, Oppenheimer Global Securities Fund/OVAF's name
changed to Oppenheimer Global Securities Fund/VA.
(4) - Effective May 1, 1999, Oppenheimer Growth and Income Fund/OVAF's name
changed to Oppenheimer Main Street Growth and Income Fund/VA.
(5) - Effective May 1, 1999, Oppenheimer Strategic Bond Fund/OVAF's name
changed to Oppenheimer Strategic Bond Fund/VA.
S-24
<PAGE>
Variable Annuity Account B
Notes to Financial Statements - December 31, 1999 (continued):
6. Supplemental Information to Statements of Changes in Net Assets
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
Year Ended December 31, 1999 Net
Net Change in
Net Realized Unrealized
Investment Gain (Loss) Gain (Loss)
Income on Investments on Investments
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Aetna Ascent VP:
Annuity contracts in accumulation $1,070,293 $614,087 $688,288
----------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.:
Annuity contracts in accumulation 24,109,936 5,798,309 (6,953,408)
Annuity contracts in payment period
----------------------------------------------------------------------------------------
Aetna Bond VP:
Annuity contracts in accumulation 5,009,815 (250,395) (6,626,783)
Annuity contracts in payment period
----------------------------------------------------------------------------------------
Aetna Crossroads VP:
Annuity contracts in accumulation 1,159,582 835,357 92,697
Annuity contracts in payment period
----------------------------------------------------------------------------------------
Aetna Get Fund, Series B:
Annuity contracts in accumulation 7,720,048 (4,212,086) (3,285,620)
----------------------------------------------------------------------------------------
Aetna Get Fund, Series C:
Annuity contracts in accumulation 1,883,527 1,202,519 (1,645,757)
----------------------------------------------------------------------------------------
Aetna Get Fund, Series D:
Annuity contracts in accumulation 1,027,651 877,472 9,652,660
----------------------------------------------------------------------------------------
Aetna Get Fund, Series E:
Annuity contracts in accumulation 512,899 235,363 23,410,070
----------------------------------------------------------------------------------------
Aetna Get Fund, Series G:
Annuity contracts in accumulation (105,549) 10,944 5,934,910
----------------------------------------------------------------------------------------
Aetna Get Fund, Series H:
Annuity contracts in accumulation (535) 0 2,439
----------------------------------------------------------------------------------------
Aetna Growth and Income VP:
Annuity contracts in accumulation 195,636,189 27,598,205 (54,549,571)
Annuity contracts in payment period
----------------------------------------------------------------------------------------
Aetna Growth VP:
Annuity contracts in accumulation 2,503,752 8,758,918 4,526,105
Annuity contracts in payment period
----------------------------------------------------------------------------------------
Aetna High Yield VP:
Annuity contracts in accumulation 20,145 (26,909) 22,547
----------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP:
Annuity contracts in accumulation 7,633,075 12,905,081 14,212,836
Annuity contracts in payment period
----------------------------------------------------------------------------------------
Aetna Index Plus Mid Cap VP:
Annuity contracts in accumulation 151,622 3,176 (67,301)
----------------------------------------------------------------------------------------
Aetna Index Plus Small Cap VP:
Annuity contracts in accumulation (6,226) 4,776 88,028
----------------------------------------------------------------------------------------
Aetna International VP:
Annuity contracts in accumulation 314,228 796,809 334,892
Annuity contracts in payment period
----------------------------------------------------------------------------------------
Aetna Legacy VP:
Annuity contracts in accumulation 1,259,802 677,837 (268,597)
Annuity contracts in payment period
----------------------------------------------------------------------------------------
<CAPTION>
-----------------------------------------------------------------------------------------
Year Ended December 31, 1999 Net
Increase (Decrease) Net Assets
in Net Assets ----------
from Unit Beginning End
Transactions of Year of Year
-----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Aetna Ascent VP:
Annuity contracts in accumulation ($7,289,731) $24,898,190 $19,981,127
-----------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.:
Annuity contracts in accumulation (10,869,045) 176,154,146 180,920,898
Annuity contracts in payment period 18,758,905 26,077,945
-----------------------------------------------------------------------------------------
Aetna Bond VP:
Annuity contracts in accumulation 10,606,260 85,100,187 93,390,139
Annuity contracts in payment period 5,213,758 5,662,703
-----------------------------------------------------------------------------------------
Aetna Crossroads VP:
Annuity contracts in accumulation (6,748,440) 28,289,880 23,405,948
Annuity contracts in payment period 1,317,322 1,540,450
-----------------------------------------------------------------------------------------
Aetna Get Fund, Series B:
Annuity contracts in accumulation (19,622,110) 19,399,768 0
-----------------------------------------------------------------------------------------
Aetna Get Fund, Series C:
Annuity contracts in accumulation (3,591,840) 9,276,019 7,124,468
-----------------------------------------------------------------------------------------
Aetna Get Fund, Series D:
Annuity contracts in accumulation 75,168,020 89,907,126 176,632,929
-----------------------------------------------------------------------------------------
Aetna Get Fund, Series E:
Annuity contracts in accumulation 357,540,044 0 381,698,376
-----------------------------------------------------------------------------------------
Aetna Get Fund, Series G:
Annuity contracts in accumulation 206,014,754 0 211,855,059
-----------------------------------------------------------------------------------------
Aetna Get Fund, Series H:
Annuity contracts in accumulation 1,725,051 0 1,726,955
-----------------------------------------------------------------------------------------
Aetna Growth and Income VP:
Annuity contracts in accumulation (106,172,195) 955,586,320 980,638,280
Annuity contracts in payment period 155,197,661 192,658,329
-----------------------------------------------------------------------------------------
Aetna Growth VP:
Annuity contracts in accumulation 25,546,818 28,467,187 66,260,594
Annuity contracts in payment period 1,199,857 4,742,043
-----------------------------------------------------------------------------------------
Aetna High Yield VP:
Annuity contracts in accumulation (487) 230,386 245,682
-----------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP:
Annuity contracts in accumulation 117,244,893 85,248,495 198,210,089
Annuity contracts in payment period 1,829,647 40,863,938
-----------------------------------------------------------------------------------------
Aetna Index Plus Mid Cap VP:
Annuity contracts in accumulation 403,520 375,745 866,762
-----------------------------------------------------------------------------------------
Aetna Index Plus Small Cap VP:
Annuity contracts in accumulation (145,065) 969,800 911,313
-----------------------------------------------------------------------------------------
Aetna International VP:
Annuity contracts in accumulation 1,562,914 1,528,847 4,434,269
Annuity contracts in payment period 2,086 105,507
-----------------------------------------------------------------------------------------
Aetna Legacy VP:
Annuity contracts in accumulation (7,254,086) 32,331,905 26,597,646
Annuity contracts in payment period 2,822,843 2,972,058
-----------------------------------------------------------------------------------------
</TABLE>
S-25
<PAGE>
Variable Annuity Account B
Notes to Financial Statements - December 31, 1999 (continued):
6. Supplemental Information to Statements of Changes in Net Assets (continued):
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
Year Ended December 31, 1999 Net
Net Change in
Net Realized Unrealized
Investment Gain (Loss) Gain (Loss)
Income on Investments on Investments
---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Aetna Money Market VP:
Annuity contracts in accumulation $4,806,378 $2,133,321 $330,845
Annuity contracts in payment period
---------------------------------------------------------------------------------------
Aetna Real Estate Securities VP:
Annuity contracts in accumulation 79,420 (94,506) (103,018)
Annuity contracts in payment period
---------------------------------------------------------------------------------------
Aetna Small Company VP:
Annuity contracts in accumulation 46,684 495,596 5,053,673
Annuity contracts in payment period
---------------------------------------------------------------------------------------
Aetna Value Opportunity VP:
Annuity contracts in accumulation 571,020 1,109,347 1,089,659
---------------------------------------------------------------------------------------
AIM V.I. Funds:
Capital Appreciation Fund:
Annuity contracts in accumulation 162,329 218,729 2,092,057
Annuity contracts in payment period
---------------------------------------------------------------------------------------
Growth and Income Fund:
Annuity contracts in accumulation 72,400 84,137 3,729,182
Annuity contracts in payment period
---------------------------------------------------------------------------------------
Growth Fund:
Annuity contracts in accumulation 569,280 91,500 2,699,619
Annuity contracts in payment period
---------------------------------------------------------------------------------------
Value Fund:
Annuity contracts in accumulation 473,993 272,868 4,649,445
Annuity contracts in payment period
---------------------------------------------------------------------------------------
Alger American Funds:
Balanced Portfolio:
Annuity contracts in accumulation 369,558 503,031 585,771
---------------------------------------------------------------------------------------
Income & Growth Portfolio:
Annuity contracts in accumulation 692,076 1,010,580 3,954,746
---------------------------------------------------------------------------------------
Leveraged AllCap Portfolio:
Annuity contracts in accumulation 977,173 1,941,955 8,510,988
---------------------------------------------------------------------------------------
American Century VP Funds:
Balanced Fund:
Annuity contracts in accumulation 626,812 42,756 (373,958)
---------------------------------------------------------------------------------------
International Fund:
Annuity contracts in accumulation (80,728) 370,470 2,677,680
---------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio:
Annuity contracts in accumulation 221,160 35,903 (6,720)
---------------------------------------------------------------------------------------
Federated Insurance Series:
American Leaders Fund II:
Annuity contracts in accumulation 11,655,701 9,006,979 (13,940,497)
Annuity contracts in payment period
---------------------------------------------------------------------------------------
Equity Income Fund II:
Annuity contracts in accumulation 417,336 1,150,293 3,009,771
Annuity contracts in payment period
---------------------------------------------------------------------------------------
Growth Strategies Fund II:
Annuity contracts in accumulation (459,868) 1,914,945 17,537,931
---------------------------------------------------------------------------------------
<CAPTION>
-------------------------------------------------------------------------------------------
Year Ended December 31, 1999 Net
Increase (Decrease) Net Assets
in Net Assets ----------
from Unit Beginning End
Transactions of Year of Year
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Aetna Money Market VP:
Annuity contracts in accumulation $58,499,955 $149,772,871 $214,710,443
Annuity contracts in payment period 229,509 1,062,436
-------------------------------------------------------------------------------------------
Aetna Real Estate Securities VP:
Annuity contracts in accumulation 1,076,287 965,259 1,925,817
Annuity contracts in payment period 16,278 13,903
-------------------------------------------------------------------------------------------
Aetna Small Company VP:
Annuity contracts in accumulation 1,501,029 18,295,242 25,125,952
Annuity contracts in payment period 197,498 463,770
-------------------------------------------------------------------------------------------
Aetna Value Opportunity VP:
Annuity contracts in accumulation (4,540,412) 18,689,212 16,918,826
-------------------------------------------------------------------------------------------
AIM V.I. Funds:
Capital Appreciation Fund:
Annuity contracts in accumulation 7,199,232 298,792 9,923,942
Annuity contracts in payment period 0 47,197
-------------------------------------------------------------------------------------------
Growth and Income Fund:
Annuity contracts in accumulation 19,382,908 221,558 22,700,889
Annuity contracts in payment period 0 789,296
-------------------------------------------------------------------------------------------
Growth Fund:
Annuity contracts in accumulation 15,273,804 296,860 18,608,980
Annuity contracts in payment period 0 322,083
-------------------------------------------------------------------------------------------
Value Fund:
Annuity contracts in accumulation 35,726,392 703,970 40,884,392
Annuity contracts in payment period 0 942,276
-------------------------------------------------------------------------------------------
Alger American Funds:
Balanced Portfolio:
Annuity contracts in accumulation (1,430,177) 6,185,618 6,213,801
-------------------------------------------------------------------------------------------
Income & Growth Portfolio:
Annuity contracts in accumulation (2,033,469) 15,463,737 19,087,670
-------------------------------------------------------------------------------------------
Leveraged AllCap Portfolio:
Annuity contracts in accumulation (3,289,670) 16,971,895 25,112,341
-------------------------------------------------------------------------------------------
American Century VP Funds:
Balanced Fund:
Annuity contracts in accumulation (1,575,541) 4,732,298 3,452,367
-------------------------------------------------------------------------------------------
International Fund:
Annuity contracts in accumulation (1,259,618) 5,791,227 7,499,031
-------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio:
Annuity contracts in accumulation 380,705 1,958,082 2,589,130
-------------------------------------------------------------------------------------------
Federated Insurance Series:
American Leaders Fund II:
Annuity contracts in accumulation (16,005,273) 134,398,144 125,105,874
Annuity contracts in payment period 51,858 61,038
-------------------------------------------------------------------------------------------
Equity Income Fund II:
Annuity contracts in accumulation (2,848,736) 28,656,460 30,384,515
Annuity contracts in payment period 7,576 8,185
-------------------------------------------------------------------------------------------
Growth Strategies Fund II:
Annuity contracts in accumulation 234,105 27,450,515 46,677,628
-------------------------------------------------------------------------------------------
</TABLE>
S-26
<PAGE>
Variable Annuity Account B
Notes to Financial Statements - December 31, 1999 (continued):
6. Supplemental Information to Statements of Changes in Net Assets (continued):
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
Year Ended December 31, 1999 Net
Net Change in
Net Realized Unrealized
Investment Gain (Loss) Gain (Loss)
Income on Investments on Investments
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
High Income Bond Fund II:
Annuity contracts in accumulation $3,429,519 $525,169 $(3,482,849)
Annuity contracts in payment period
-------------------------------------------------------------------------------------------------
International Equity Fund II:
Annuity contracts in accumulation 232,563 1,197,123 11,869,478
-------------------------------------------------------------------------------------------------
Prime Money Fund II:
Annuity contracts in accumulation 284,037 2,223 (2,223)
-------------------------------------------------------------------------------------------------
U.S. Government Securities Fund II:
Annuity contracts in accumulation 529,521 252,857 (1,085,066)
-------------------------------------------------------------------------------------------------
Utility Fund II:
Annuity contracts in accumulation 1,703,210 1,436,932 (3,152,728)
Annuity contracts in payment period
-------------------------------------------------------------------------------------------------
Fidelity Variable Insurance Products Fund:
Equity-Income Portfolio:
Annuity contracts in accumulation 5,793,712 7,476,209 (5,035,413)
-------------------------------------------------------------------------------------------------
Growth Portfolio:
Annuity contracts in accumulation 13,956,409 5,777,289 33,718,335
-------------------------------------------------------------------------------------------------
High Income Portfolio:
Annuity contracts in accumulation 4,245,596 (2,480,388) 1,818,996
Annuity contracts in payment period
-------------------------------------------------------------------------------------------------
Overseas Portfolio:
Annuity contracts in accumulation 422,796 1,581,304 4,144,886
-------------------------------------------------------------------------------------------------
Fidelity Variable Insurance Products Fund II:
Asset Manager Portfolio:
Annuity contracts in accumulation 1,230,871 409,194 263,798
-------------------------------------------------------------------------------------------------
Contrafund Portfolio:
Annuity contracts in accumulation 4,155,125 15,587,326 21,616,930
-------------------------------------------------------------------------------------------------
Index 500 Portfolio:
Annuity contracts in accumulation 196,112 19,542,751 7,362,436
-------------------------------------------------------------------------------------------------
Investment Grade Bond Portfolio:
Annuity contracts in accumulation 210,765 70,130 (402,945)
-------------------------------------------------------------------------------------------------
Janus Aspen Series:
Aggressive Growth Portfolio:
Annuity contracts in accumulation 2,863,809 27,339,558 92,030,766
-------------------------------------------------------------------------------------------------
Balanced Portfolio:
Annuity contracts in accumulation 1,715,618 3,244,252 24,941,102
-------------------------------------------------------------------------------------------------
Flexible Income Portfolio:
Annuity contracts in accumulation 1,138,116 147,199 (1,254,423)
-------------------------------------------------------------------------------------------------
Growth Portfolio:
Annuity contracts in accumulation (642,536) 7,909,529 44,597,338
Annuity contracts in payment period
-------------------------------------------------------------------------------------------------
Worldwide Growth Portfolio:
Annuity contracts in accumulation (3,385,958) 31,635,650 146,254,486
Annuity contracts in payment period
-------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund, Inc.:
Annuity contracts in accumulation (14,369) (266,288) 1,775,730
-------------------------------------------------------------------------------------------------
<CAPTION>
--------------------------------------------------------------------------------------------------
Year Ended December 31, 1999 Net
Increase (Decrease) Net Assets
in Net Assets ----------
from Unit Beginning End
Transactions of Year of Year
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
High Income Bond Fund II:
Annuity contracts in accumulation $(8,553,264) $49,887,731 $41,788,490
Annuity contracts in payment period 0 17,816
--------------------------------------------------------------------------------------------------
International Equity Fund II:
Annuity contracts in accumulation (1,894,959) 17,521,464 28,925,669
--------------------------------------------------------------------------------------------------
Prime Money Fund II:
Annuity contracts in accumulation 306,114 8,067,320 8,657,471
--------------------------------------------------------------------------------------------------
U.S. Government Securities Fund II:
Annuity contracts in accumulation (2,937,725) 16,054,824 12,814,411
--------------------------------------------------------------------------------------------------
Utility Fund II:
Annuity contracts in accumulation (3,766,513) 30,329,937 26,498,835
Annuity contracts in payment period 7,667 59,670
--------------------------------------------------------------------------------------------------
Fidelity Variable Insurance Products Fund:
Equity-Income Portfolio:
Annuity contracts in accumulation 7,411,679 176,108,721 191,754,908
--------------------------------------------------------------------------------------------------
Growth Portfolio:
Annuity contracts in accumulation 17,013,720 138,516,768 208,982,521
--------------------------------------------------------------------------------------------------
High Income Portfolio:
Annuity contracts in accumulation 9,278,961 49,328,098 61,938,947
Annuity contracts in payment period 503,361 755,677
--------------------------------------------------------------------------------------------------
Overseas Portfolio:
Annuity contracts in accumulation (3,946,889) 17,886,843 20,088,940
--------------------------------------------------------------------------------------------------
Fidelity Variable Insurance Products Fund II:
Asset Manager Portfolio:
Annuity contracts in accumulation (799,139) 20,414,738 21,519,462
--------------------------------------------------------------------------------------------------
Contrafund Portfolio:
Annuity contracts in accumulation 30,664,230 162,974,413 234,998,024
--------------------------------------------------------------------------------------------------
Index 500 Portfolio:
Annuity contracts in accumulation 1,630,498 141,735,838 170,467,635
--------------------------------------------------------------------------------------------------
Investment Grade Bond Portfolio:
Annuity contracts in accumulation (1,453,541) 5,695,641 4,120,050
--------------------------------------------------------------------------------------------------
Janus Aspen Series:
Aggressive Growth Portfolio:
Annuity contracts in accumulation 95,062,093 57,368,774 274,665,000
--------------------------------------------------------------------------------------------------
Balanced Portfolio:
Annuity contracts in accumulation 83,194,454 72,228,489 185,323,915
--------------------------------------------------------------------------------------------------
Flexible Income Portfolio:
Annuity contracts in accumulation (1,081,920) 20,633,439 19,582,411
--------------------------------------------------------------------------------------------------
Growth Portfolio:
Annuity contracts in accumulation 101,412,913 68,058,273 213,572,309
Annuity contracts in payment period 1,585,189 9,348,397
--------------------------------------------------------------------------------------------------
Worldwide Growth Portfolio:
Annuity contracts in accumulation 59,587,939 243,902,115 470,413,281
Annuity contracts in payment period 3,724,747 11,305,698
--------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund, Inc.:
Annuity contracts in accumulation (430,469) 1,509,423 2,574,027
--------------------------------------------------------------------------------------------------
</TABLE>
S-27
<PAGE>
Variable Annuity Account B
Notes to Financial Statements - December 31, 1999 (continued):
6. Supplemental Information to Statements of Changes in Net Assets (continued):
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
Year Ended December 31, 1999 Net
Net Change in
Net Realized Unrealized
Investment Gain (Loss) Gain (Loss)
Income on Investments on Investments
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Lexington Natural Resources Trust Fund:
Annuity contracts in accumulation $(22,165) $(316,185) $772,124
-----------------------------------------------------------------------------------------------
MFS Funds:
Global Government Series: (1)
Annuity contracts in accumulation 77,487 7,270 (154,317)
-----------------------------------------------------------------------------------------------
Total Return Series:
Annuity contracts in accumulation 1,596,766 1,093,651 (1,983,927)
-----------------------------------------------------------------------------------------------
Mitchell Hutchins Series Trust:
Growth & Income Portfolio:
Annuity contracts in accumulation (2,947) 2,524 74,102
-----------------------------------------------------------------------------------------------
Small Cap Portfolio:
Annuity contracts in accumulation 5,171 (67) 9,469
-----------------------------------------------------------------------------------------------
Tactical Allocation Portfolio:
Annuity contracts in accumulation 460,824 9,529 35,469
-----------------------------------------------------------------------------------------------
Oppenheimer Funds:
Aggressive Growth Fund/VA: (2)
Annuity contracts in accumulation (228,766) 5,655,000 7,045,547
Annuity contracts in payment period
-----------------------------------------------------------------------------------------------
Global Securities Fund/VA: (3)
Annuity contracts in accumulation 185,519 1,784,568 1,526,756
-----------------------------------------------------------------------------------------------
Main Street Growth & Income Fund/VA: (4)
Annuity contracts in accumulation (134,847) 467,684 7,924,335
Annuity contracts in payment period
-----------------------------------------------------------------------------------------------
Strategic Bond Fund/VA: (5)
Annuity contracts in accumulation 572,117 (208,339) (60,353)
Annuity contracts in payment period 0 0 0
-----------------------------------------------------------------------------------------------
Portfolio Partners, Inc. (PPI):
PPI MFS Emerging Equities Portfolio:
Annuity contracts in accumulation (407,825) 15,683,351 44,935,086
Annuity contracts in payment period
-----------------------------------------------------------------------------------------------
PPI MFS Research Growth Portfolio:
Annuity contracts in accumulation (1,012,592) 4,690,269 15,357,529
-----------------------------------------------------------------------------------------------
PPI MFS Value Equity Portfolio:
Annuity contracts in accumulation 663,657 2,175,318 13,243,961
Annuity contracts in payment period
-----------------------------------------------------------------------------------------------
PPI Scudder International Growth Portfolio:
Annuity contracts in accumulation 780,667 9,268,050 2,777,929
Annuity contracts in payment period
-----------------------------------------------------------------------------------------------
PPI T. Rowe Price Growth Equity Portfolio:
Annuity contracts in accumulation 1,255,333 5,270,752 15,908,462
Annuity contracts in payment period
-----------------------------------------------------------------------------------------------
Total Variable Annuity Account B $312,954,293 $243,088,761 $510,456,415
===============================================================================================
<CAPTION>
------------------------------------------------------------------------------------------------------
Year Ended December 31, 1999 Net
Increase (Decrease) Net Assets
in Net Assets ----------
from Unit Beginning End
Transactions of Year of Year
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Lexington Natural Resources Trust Fund:
Annuity contracts in accumulation $(1,219,704) $3,954,893 $3,168,963
------------------------------------------------------------------------------------------------------
MFS Funds:
Global Government Series: (1)
Annuity contracts in accumulation (301,164) 2,014,138 1,643,414
------------------------------------------------------------------------------------------------------
Total Return Series:
Annuity contracts in accumulation 11,945,226 38,137,728 50,789,444
------------------------------------------------------------------------------------------------------
Mitchell Hutchins Series Trust:
Growth & Income Portfolio:
Annuity contracts in accumulation 736,277 0 809,956
------------------------------------------------------------------------------------------------------
Small Cap Portfolio:
Annuity contracts in accumulation 157,949 0 172,522
------------------------------------------------------------------------------------------------------
Tactical Allocation Portfolio:
Annuity contracts in accumulation 6,858,373 0 7,364,195
------------------------------------------------------------------------------------------------------
Oppenheimer Funds:
Aggressive Growth Fund/VA: (2)
Annuity contracts in accumulation 6,541,844 11,917,723 29,291,524
Annuity contracts in payment period 0 1,639,824
------------------------------------------------------------------------------------------------------
Global Securities Fund/VA: (3)
Annuity contracts in accumulation (1,636,196) 7,653,101 9,513,748
------------------------------------------------------------------------------------------------------
Main Street Growth & Income Fund/VA: (4)
Annuity contracts in accumulation 12,915,912 35,193,209 56,214,303
Annuity contracts in payment period 0 151,990
------------------------------------------------------------------------------------------------------
Strategic Bond Fund/VA: (5)
Annuity contracts in accumulation 6,368,812 12,897,019 19,569,256
Annuity contracts in payment period 27,229 201,581 228,810
------------------------------------------------------------------------------------------------------
Portfolio Partners, Inc. (PPI):
PPI MFS Emerging Equities Portfolio:
Annuity contracts in accumulation (9,039,734) 131,150,274 181,712,440
Annuity contracts in payment period 922,555 1,531,267
------------------------------------------------------------------------------------------------------
PPI MFS Research Growth Portfolio:
Annuity contracts in accumulation (5,108,995) 88,610,687 102,536,898
------------------------------------------------------------------------------------------------------
PPI MFS Value Equity Portfolio:
Annuity contracts in accumulation 10,888,326 27,062,849 53,173,898
Annuity contracts in payment period 903,680 1,763,893
------------------------------------------------------------------------------------------------------
PPI Scudder International Growth Portfolio:
Annuity contracts in accumulation 5,029,371 17,577,310 35,328,550
Annuity contracts in payment period 18,946 123,723
------------------------------------------------------------------------------------------------------
PPI T. Rowe Price Growth Equity Portfolio:
Annuity contracts in accumulation (14,489,363) 118,791,854 126,069,747
Annuity contracts in payment period 56,523 723,814
------------------------------------------------------------------------------------------------------
Total Variable Annuity Account B $1,150,783,141 $3,956,568,422 $6,173,851,032
======================================================================================================
</TABLE>
(1) - Effective May 1, 1999, MFS Worldwide Government Series name changed to
MFS Global Government Series.
(2) - Effective May 1, 1999, Oppenheimer Aggressive Growth Fund/OVAF's name
changed to Oppenheimer Aggressive Growth Fund/VA.
(3) - Effective May 1, 1999, Oppenheimer Global Securities Fund/OVAF's name
changed to Oppenheimer Global Securities Fund/VA.
(4) - Effective May 1, 1999, Oppenheimer Growth and Income Fund/OVAF's name
changed to Oppenheimer Main Street Growth and Income Fund/VA.
(5) - Effective May 1, 1999, Oppenheimer Strategic Bond Fund/OVAF's name
changed to Oppenheimer Strategic Bond Fund/VA.
S-28
<PAGE>
Variable Annuity Account B
Notes to Financial Statements - December 31, 1998 (continued):
6. Supplemental Information to Statements of Changes in Net Assets (continued):
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
Year Ended December 31, 1998 Net
Net Change in
Net Realized Unrealized
Investment Gain (Loss) Gain (Loss)
Income on Investments on Investments
-----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Aetna Ascent VP: (1)
Annuity contracts in accumulation $878,477 $871,974 ($1,238,982)
-----------------------------------------------------------------------------------------
Aetna Balanced VP: (2)
Annuity contracts in accumulation 28,982,565 4,413,800 (7,474,240)
Annuity contracts in payment period
-----------------------------------------------------------------------------------------
Aetna Bond VP: (3)
Annuity contracts in accumulation 4,385,261 2,012,976 (1,053,158)
Annuity contracts in payment period
-----------------------------------------------------------------------------------------
Aetna Crossroads VP: (4)
Annuity contracts in accumulation 792,688 438,508 (248,169)
Annuity contracts in payment period
-----------------------------------------------------------------------------------------
Aetna Get Fund, Series B:
Annuity contracts in accumulation 4,701,182 1,466,703 (2,909,123)
-----------------------------------------------------------------------------------------
Aetna Get Fund, Series C:
Annuity contracts in accumulation 974,026 1,329,280 288,064
-----------------------------------------------------------------------------------------
Aetna Get Fund, Series D:
Annuity contracts in accumulation 284,442 60 (64,824)
-----------------------------------------------------------------------------------------
Aetna Growth and Income VP: (5)
Annuity contracts in accumulation 183,021,214 29,084,074 (82,062,430)
Annuity contracts in payment period
-----------------------------------------------------------------------------------------
Aetna Growth VP: (6)
Annuity contracts in accumulation (127,836) (347,867) 4,999,810
Annuity contracts in payment period
-----------------------------------------------------------------------------------------
Aetna High Yield VP: (7)
Annuity contracts in accumulation 21,541 42 (38,627)
-----------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP: (8)
Annuity contracts in accumulation 3,193,925 3,120,964 8,202,029
Annuity contracts in payment period
-----------------------------------------------------------------------------------------
Aetna Index Plus Mid Cap VP: (9)
Annuity contracts in accumulation 17,150 (7,168) 25,068
-----------------------------------------------------------------------------------------
Aetna Index Plus Small Cap VP: (10)
Annuity contracts in accumulation 36,190 (33,035) 8,264
-----------------------------------------------------------------------------------------
Aetna International VP: (11)
Annuity contracts in accumulation 72,618 (50,060) (4,447)
Annuity contracts in payment period
-----------------------------------------------------------------------------------------
Aetna Legacy VP: (12)
Annuity contracts in accumulation 1,112,714 509,928 (325,629)
Annuity contracts in payment period
-----------------------------------------------------------------------------------------
Aetna Money Market VP: (13)
Annuity contracts in accumulation 4,609,417 958,394 4,835
Annuity contracts in payment period
-----------------------------------------------------------------------------------------
Aetna Real Estate Securities VP: (14)
Annuity contracts in accumulation 45,121 (25,500) (78,505)
Annuity contracts in payment period
-----------------------------------------------------------------------------------------
Aetna Small Company VP: (15)
Annuity contracts in accumulation (18,206) (1,755,032) 1,488,099
Annuity contracts in payment period
-----------------------------------------------------------------------------------------
<CAPTION>
------------------------------------------------------------------------------------------
Year Ended December 31, 1998 Net
Increase (Decrease) Net Assets
in Net Assets ----------
from Unit Beginning End
Transactions of Year of Year
------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Aetna Ascent VP: (1)
Annuity contracts in accumulation $3,942,985 $20,443,736 $24,898,190
------------------------------------------------------------------------------------------
Aetna Balanced VP: (2)
Annuity contracts in accumulation 6,148,805 150,761,384 176,154,146
Annuity contracts in payment period 12,080,737 18,758,905
------------------------------------------------------------------------------------------
Aetna Bond VP: (3)
Annuity contracts in accumulation 12,050,394 69,236,488 85,100,187
Annuity contracts in payment period 3,681,984 5,213,758
------------------------------------------------------------------------------------------
Aetna Crossroads VP: (4)
Annuity contracts in accumulation 8,303,550 20,250,904 28,289,880
Annuity contracts in payment period 69,721 1,317,322
------------------------------------------------------------------------------------------
Aetna Get Fund, Series B:
Annuity contracts in accumulation (4,718,918) 20,859,924 19,399,768
------------------------------------------------------------------------------------------
Aetna Get Fund, Series C:
Annuity contracts in accumulation (4,244,458) 10,929,107 9,276,019
------------------------------------------------------------------------------------------
Aetna Get Fund, Series D:
Annuity contracts in accumulation 89,687,448 0 89,907,126
------------------------------------------------------------------------------------------
Aetna Growth and Income VP: (5)
Annuity contracts in accumulation (42,142,027) 892,006,381 955,586,320
Annuity contracts in payment period 130,876,769 155,197,661
------------------------------------------------------------------------------------------
Aetna Growth VP: (6)
Annuity contracts in accumulation 21,924,027 3,210,344 28,467,187
Annuity contracts in payment period 8,566 1,199,857
------------------------------------------------------------------------------------------
Aetna High Yield VP: (7)
Annuity contracts in accumulation 247,430 0 230,386
------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP: (8)
Annuity contracts in accumulation 44,321,436 28,074,705 85,248,495
Annuity contracts in payment period 165,083 1,829,647
------------------------------------------------------------------------------------------
Aetna Index Plus Mid Cap VP: (9)
Annuity contracts in accumulation 340,695 0 375,745
------------------------------------------------------------------------------------------
Aetna Index Plus Small Cap VP: (10)
Annuity contracts in accumulation 958,381 0 969,800
------------------------------------------------------------------------------------------
Aetna International VP: (11)
Annuity contracts in accumulation 1,512,822 0 1,528,847
Annuity contracts in payment period 0 2,086
------------------------------------------------------------------------------------------
Aetna Legacy VP: (12)
Annuity contracts in accumulation 13,863,127 18,710,015 32,331,905
Annuity contracts in payment period 1,284,593 2,822,843
------------------------------------------------------------------------------------------
Aetna Money Market VP: (13)
Annuity contracts in accumulation 19,490,597 124,939,137 149,772,871
Annuity contracts in payment period 0 229,509
------------------------------------------------------------------------------------------
Aetna Real Estate Securities VP: (14)
Annuity contracts in accumulation 1,040,421 0 965,259
Annuity contracts in payment period 0 16,278
------------------------------------------------------------------------------------------
Aetna Small Company VP: (15)
Annuity contracts in accumulation 12,670,750 6,059,783 18,295,242
Annuity contracts in payment period 47,346 197,498
------------------------------------------------------------------------------------------
</TABLE>
S-29
<PAGE>
Variable Annuity Account B
Notes to Financial Statements - December 31, 1998 (continued):
6. Supplemental Information to Statements of Changes in Net Assets (continued):
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
Year Ended December 31, 1998 Net
Net Change in
Net Realized Unrealized
Investment Gain (Loss) Gain (Loss)
Income on Investments on Investments
--------------------------------------------------------------------------------------
<S> <C> <C> <C>
Aetna Value Opportunity VP: (16)
Annuity contracts in accumulation $32,768 $(95,362) $2,278,113
--------------------------------------------------------------------------------------
AIM V.I. Funds:
Capital Appreciation Fund:
Annuity contracts in accumulation 4,604 2,342 19,720
--------------------------------------------------------------------------------------
Growth and Income Fund:
Annuity contracts in accumulation 2,446 3,734 17,765
--------------------------------------------------------------------------------------
Growth Fund:
Annuity contracts in accumulation 9,531 3,714 12,342
--------------------------------------------------------------------------------------
Value Fund:
Annuity contracts in accumulation 24,489 5,144 22,553
--------------------------------------------------------------------------------------
Alger American Funds:
Balanced Portfolio:
Annuity contracts in accumulation 404,757 212,710 891,394
--------------------------------------------------------------------------------------
Income & Growth Portfolio:
Annuity contracts in accumulation 1,261,633 1,121,965 1,506,757
--------------------------------------------------------------------------------------
Leveraged AllCap Portfolio:
Annuity contracts in accumulation 428,467 1,178,197 4,993,194
--------------------------------------------------------------------------------------
American Century Investments:
Balanced Fund:
Annuity contracts in accumulation 528,065 61,039 25,474
--------------------------------------------------------------------------------------
International Fund:
Annuity contracts in accumulation 304,847 243,131 381,327
--------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio:
Annuity contracts in accumulation 127,415 119,256 (44,356)
--------------------------------------------------------------------------------------
Fidelity Investments Variable Insurance Products Fund:
Equity-Income Portfolio:
Annuity contracts in accumulation 6,762,670 4,643,346 3,051,873
--------------------------------------------------------------------------------------
Growth Portfolio:
Annuity contracts in accumulation 9,878,072 5,383,950 19,355,887
--------------------------------------------------------------------------------------
High Income Portfolio:
Annuity contracts in accumulation 4,018,324 (478,695) (7,148,373)
Annuity contracts in payment period
--------------------------------------------------------------------------------------
Overseas Portfolio:
Annuity contracts in accumulation 820,880 787,883 209,050
--------------------------------------------------------------------------------------
Fidelity Investments Variable Insurance Products Fund II:
Asset Manager Portfolio:
Annuity contracts in accumulation 1,361,761 264,591 495,725
--------------------------------------------------------------------------------------
Contrafund Portfolio:
Annuity contracts in accumulation 4,885,888 11,863,324 16,999,643
--------------------------------------------------------------------------------------
Index 500 Portfolio:
Annuity contracts in accumulation 1,707,451 8,567,398 14,655,179
--------------------------------------------------------------------------------------
Investment Grade Bond Portfolio:
Annuity contracts in accumulation 254,649 90,675 90,888
--------------------------------------------------------------------------------------
<CAPTION>
Year Ended December 31, 1998 Net
Increase (Decrease) Net Assets
in Net Assets ----------
from Unit Beginning End
Transactions of Year of Year
------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Aetna Value Opportunity VP: (16)
Annuity contracts in accumulation $12,561,099 $3,912,594 $18,689,212
------------------------------------------------------------------------------------------
AIM V.I. Funds:
Capital Appreciation Fund:
Annuity contracts in accumulation 272,126 0 298,792
------------------------------------------------------------------------------------------
Growth and Income Fund:
Annuity contracts in accumulation 197,613 0 221,558
------------------------------------------------------------------------------------------
Growth Fund:
Annuity contracts in accumulation 271,273 0 296,860
------------------------------------------------------------------------------------------
Value Fund:
Annuity contracts in accumulation 651,784 0 703,970
------------------------------------------------------------------------------------------
Alger American Funds:
Balanced Portfolio:
Annuity contracts in accumulation (979,394) 5,656,151 6,185,618
------------------------------------------------------------------------------------------
Income & Growth Portfolio:
Annuity contracts in accumulation (2,575,078) 14,148,460 15,463,737
------------------------------------------------------------------------------------------
Leveraged AllCap Portfolio:
Annuity contracts in accumulation (3,907,972) 14,280,009 16,971,895
------------------------------------------------------------------------------------------
American Century Investments:
Balanced Fund:
Annuity contracts in accumulation (525,510) 4,643,230 4,732,298
------------------------------------------------------------------------------------------
International Fund:
Annuity contracts in accumulation (991,033) 5,852,955 5,791,227
------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio:
Annuity contracts in accumulation 784,430 971,337 1,958,082
------------------------------------------------------------------------------------------
Fidelity Investments Variable Insurance Products Fund:
Equity-Income Portfolio:
Annuity contracts in accumulation 22,941,092 138,709,740 176,108,721
------------------------------------------------------------------------------------------
Growth Portfolio:
Annuity contracts in accumulation 23,497,310 80,401,549 138,516,768
------------------------------------------------------------------------------------------
High Income Portfolio:
Annuity contracts in accumulation 18,153,824 35,217,837 49,328,098
Annuity contracts in payment period 68,542 503,361
------------------------------------------------------------------------------------------
Overseas Portfolio:
Annuity contracts in accumulation 3,064,387 13,004,643 17,886,843
------------------------------------------------------------------------------------------
Fidelity Investments Variable Insurance Products Fund II:
Asset Manager Portfolio:
Annuity contracts in accumulation 6,549,586 11,743,075 20,414,738
------------------------------------------------------------------------------------------
Contrafund Portfolio:
Annuity contracts in accumulation 21,398,116 107,827,442 162,974,413
------------------------------------------------------------------------------------------
Index 500 Portfolio:
Annuity contracts in accumulation 39,819,038 76,986,772 141,735,838
------------------------------------------------------------------------------------------
Investment Grade Bond Portfolio:
Annuity contracts in accumulation (1,318,753) 6,578,182 5,695,641
------------------------------------------------------------------------------------------
</TABLE>
S-30
<PAGE>
Variable Annuity Account B
Notes to Financial Statements - December 31, 1998 (continued):
6. Supplemental Information to Statements of Changes in Net Assets (continued):
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
Year Ended December 31, 1998 Net
Net Change in
Net Realized Unrealized
Investment Gain (Loss) Gain (Loss)
Income on Investments on Investments
------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Insurance Management Series:
American Leaders Fund II:
Annuity contracts in accumulation $6,205,550 $4,799,578 $7,120,071
Annuity contracts in payment period
------------------------------------------------------------------------------------------
Equity Income Fund II:
Annuity contracts in accumulation (222,529) 434,027 3,061,727
Annuity contracts in payment period
------------------------------------------------------------------------------------------
Growth Strategies Fund II:
Annuity contracts in accumulation 1,093,875 720,386 1,686,112
------------------------------------------------------------------------------------------
High Income Bond Fund II:
Annuity contracts in accumulation 834,077 852,846 (1,048,315)
------------------------------------------------------------------------------------------
International Equity Fund II:
Annuity contracts in accumulation (216,708) 474,001 2,881,033
------------------------------------------------------------------------------------------
Prime Money Fund II:
Annuity contracts in accumulation 263,248 0 2,223
------------------------------------------------------------------------------------------
U.S. Government Securities Fund II:
Annuity contracts in accumulation 31,718 275,671 500,178
------------------------------------------------------------------------------------------
Utility Fund II:
Annuity contracts in accumulation 1,351,222 735,614 1,252,242
Annuity contracts in payment period
------------------------------------------------------------------------------------------
Janus Aspen Series:
Aggressive Growth Portfolio:
Annuity contracts in accumulation (548,576) 11,062,640 3,512,332
------------------------------------------------------------------------------------------
Balanced Portfolio:
Annuity contracts in accumulation 1,620,017 1,490,655 11,778,213
------------------------------------------------------------------------------------------
Flexible Income Portfolio:
Annuity contracts in accumulation 842,156 316,618 (112,372)
------------------------------------------------------------------------------------------
Growth Portfolio:
Annuity contracts in accumulation 2,610,124 7,033,011 6,516,940
Annuity contracts in payment period
------------------------------------------------------------------------------------------
Worldwide Growth Portfolio:
Annuity contracts in accumulation 5,363,231 21,545,989 19,031,176
Annuity contracts in payment period
------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund:
Annuity contracts in accumulation 133,353 (350,599) (487,111)
------------------------------------------------------------------------------------------
Lexington Natural Resources Trust Fund:
Annuity contracts in accumulation 278,095 3,027 (1,444,141)
------------------------------------------------------------------------------------------
MFS Funds:
Total Return Series:
Annuity contracts in accumulation 372,500 613,337 1,859,586
------------------------------------------------------------------------------------------
Worldwide Government Series:
Annuity contracts in accumulation (5,538) (1,135) 108,229
------------------------------------------------------------------------------------------
Oppenheimer Funds:
Aggressive Growth Fund:
Annuity contracts in accumulation 39,364 (225,494) 1,109,442
------------------------------------------------------------------------------------------
<CAPTION>
----------------------------------------------------------------------------------------------
Year Ended December 31, 1998 Net
Increase (Decrease) Net Assets
in Net Assets ----------
from Unit Beginning End
Transactions of Year of Year
----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Insurance Management Series:
American Leaders Fund II:
Annuity contracts in accumulation $(524,859) $116,800,911 $134,398,144
Annuity contracts in payment period 48,751 51,858
----------------------------------------------------------------------------------------------
Equity Income Fund II:
Annuity contracts in accumulation 5,452,240 19,938,571 28,656,460
Annuity contracts in payment period 0 7,576
----------------------------------------------------------------------------------------------
Growth Strategies Fund II:
Annuity contracts in accumulation 1,241,036 22,709,106 27,450,515
----------------------------------------------------------------------------------------------
High Income Bond Fund II:
Annuity contracts in accumulation (3,963,730) 53,212,853 49,887,731
----------------------------------------------------------------------------------------------
International Equity Fund II:
Annuity contracts in accumulation 437,110 13,946,028 17,521,464
----------------------------------------------------------------------------------------------
Prime Money Fund II:
Annuity contracts in accumulation 271,362 7,530,487 8,067,320
----------------------------------------------------------------------------------------------
U.S. Government Securities Fund II:
Annuity contracts in accumulation 2,050,473 13,196,784 16,054,824
----------------------------------------------------------------------------------------------
Utility Fund II:
Annuity contracts in accumulation 695,668 26,302,858 30,329,937
Annuity contracts in payment period 0 7,667
----------------------------------------------------------------------------------------------
Janus Aspen Series:
Aggressive Growth Portfolio:
Annuity contracts in accumulation 4,958,453 38,383,925 57,368,774
----------------------------------------------------------------------------------------------
Balanced Portfolio:
Annuity contracts in accumulation 26,193,826 31,145,778 72,228,489
----------------------------------------------------------------------------------------------
Flexible Income Portfolio:
Annuity contracts in accumulation 9,052,449 10,534,588 20,633,439
----------------------------------------------------------------------------------------------
Growth Portfolio:
Annuity contracts in accumulation 12,764,560 40,072,928 68,058,273
Annuity contracts in payment period 645,899 1,585,189
----------------------------------------------------------------------------------------------
Worldwide Growth Portfolio:
Annuity contracts in accumulation 39,032,925 160,658,096 243,902,115
Annuity contracts in payment period 1,995,445 3,724,747
----------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund:
Annuity contracts in accumulation (619,636) 2,833,416 1,509,423
----------------------------------------------------------------------------------------------
Lexington Natural Resources Trust Fund:
Annuity contracts in accumulation (1,812,452) 6,930,364 3,954,893
----------------------------------------------------------------------------------------------
MFS Funds:
Total Return Series:
Annuity contracts in accumulation 16,318,427 18,973,878 38,137,728
----------------------------------------------------------------------------------------------
Worldwide Government Series:
Annuity contracts in accumulation 588,287 1,324,295 2,014,138
----------------------------------------------------------------------------------------------
Oppenheimer Funds:
Aggressive Growth Fund:
Annuity contracts in accumulation 7,306,211 3,688,200 11,917,723
----------------------------------------------------------------------------------------------
</TABLE>
S-31
<PAGE>
Variable Annuity Account B
Notes to Financial Statements - December 31, 1998 (continued):
6. Supplemental Information to Statements of Changes in Net Assets (continued):
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
Year Ended December 31, 1998 Net
Net Change in
Net Realized Unrealized
Investment Gain (Loss) Gain (Loss)
Income on Investments on Investments
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Global Securities Fund:
Annuity contracts in accumulation $317,658 $(373,983) $786,851
-----------------------------------------------------------------------------------------------
Growth & Income Fund:
Annuity contracts in accumulation 697,969 126,292 (901,751)
-----------------------------------------------------------------------------------------------
Strategic Bond Fund:
Annuity contracts in accumulation 37,162 (25,262) 68,836
Annuity contracts in payment period
-----------------------------------------------------------------------------------------------
Portfolio Partners, Inc. (PPI):
PPI MFS Emerging Equities Portfolio:
Annuity contracts in accumulation (1,172,488) 8,905,074 20,177,815
Annuity contracts in payment period
-----------------------------------------------------------------------------------------------
PPI MFS Research Growth Portfolio:
Annuity contracts in accumulation (1,002,802) 3,344,659 12,179,408
-----------------------------------------------------------------------------------------------
PPI MFS Value Equity Portfolio:
Annuity contracts in accumulation (241,843) 1,430,022 3,549,391
Annuity contracts in payment period
-----------------------------------------------------------------------------------------------
PPI Scudder International Growth Portfolio:
Annuity contracts in accumulation (138,109) 2,709,959 668,075
Annuity contracts in payment period
-----------------------------------------------------------------------------------------------
PPI T. Rowe Price Growth Equity Portfolio:
Annuity contracts in accumulation (835,041) 1,547,217 23,093,697
Annuity contracts in payment period
-----------------------------------------------------------------------------------------------
Total Variable Annuity Account B $283,508,891 $143,410,533 $94,282,077
===============================================================================================
<CAPTION>
------------------------------------------------------------------------------------------------------
Year Ended December 31, 1998 Net
Increase (Decrease) Net Assets
in Net Assets ----------
from Unit Beginning End
Transactions of Year of Year
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Global Securities Fund:
Annuity contracts in accumulation $4,241,638 $2,680,937 $7,653,101
------------------------------------------------------------------------------------------------------
Growth & Income Fund:
Annuity contracts in accumulation 22,581,792 12,688,907 35,193,209
------------------------------------------------------------------------------------------------------
Strategic Bond Fund:
Annuity contracts in accumulation 9,925,163 3,092,701 12,897,019
Annuity contracts in payment period 0 201,581
------------------------------------------------------------------------------------------------------
Portfolio Partners, Inc. (PPI):
PPI MFS Emerging Equities Portfolio:
Annuity contracts in accumulation 8,869,734 94,796,247 131,150,274
Annuity contracts in payment period 496,447 922,555
------------------------------------------------------------------------------------------------------
PPI MFS Research Growth Portfolio:
Annuity contracts in accumulation 8,222,292 65,867,130 88,610,687
------------------------------------------------------------------------------------------------------
PPI MFS Value Equity Portfolio:
Annuity contracts in accumulation 7,801,278 15,049,606 27,062,849
Annuity contracts in payment period 378,075 903,680
------------------------------------------------------------------------------------------------------
PPI Scudder International Growth Portfolio:
Annuity contracts in accumulation 1,706,168 12,650,163 17,577,310
Annuity contracts in payment period 0 18,946
------------------------------------------------------------------------------------------------------
PPI T. Rowe Price Growth Equity Portfolio:
Annuity contracts in accumulation 4,872,246 90,170,258 118,791,854
Annuity contracts in payment period 0 56,523
------------------------------------------------------------------------------------------------------
Total Variable Annuity Account B $512,924,064 $2,922,442,857 $3,956,568,422
======================================================================================================
</TABLE>
(1) - Effective May 1, 1998, Aetna Ascent Variable Portfolio's name changed to
Aetna Ascent VP.
(2) - Effective May 1, 1998, Aetna Investment Advisors Fund's name changed to
Aetna Balanced VP.
(3) - Effective May 1, 1998, Aetna Income Shares began doing business under
the name Aetna Bond VP.
(4) - Effective May 1, 1998, Aetna Crossroads Variable Portfolio's name
changed to Aetna Crossroads VP.
(5) - Effective May 1, 1998, Aetna Variable Fund began doing business under
the name Aetna Growth and Income VP.
(6) - Effective May 1, 1998, Aetna Variable Growth Portfolio's name changed to
Aetna Growth VP.
(7) - Effective May 1, 1998, Aetna High Yield Portfolio's name changed to
Aetna High Yield VP.
(8) - Effective May 1, 1998, Aetna Variable Index Plus Portfolio's name
changed to Aetna Index Plus Large Cap VP.
(9) - Effective May 1, 1998, Aetna Index Plus Mid Cap Portfolio's name changed
to Aetna Index Plus Mid Cap VP.
(10) - Effective May 1, 1998, Aetna Index Plus Small Cap Portfolio's name
changed to Aetna Index Plus Small Cap VP.
(11) - Effective May 1, 1998, Aetna International Portfolio's name changed to
Aetna International VP.
(12) - Effective May 1, 1998, Aetna Legacy Variable Portfolio's name changed to
Aetna Legacy VP.
(13) - Effective May 1, 1998, Aetna Variable Encore Fund began doing business
under the name Aetna Money Market VP.
(14) - Effective May 1, 1998, Aetna Real Estate Securities Portfolio's name
changed to Aetna Real Estate Securities VP.
(15) - Effective May 1, 1998, Aetna Variable Small Company Portfolio's name
changed to Aetna Small Company VP.
(16) - Effective May 1, 1998, Aetna Variable Capital Appreciation Portfolio's
name changed to Aetna Value Opportunity VP.
S-32
<PAGE>
Independent Auditors' Report
The Board of Directors of Aetna Life Insurance and
Annuity Company and Contract Owners of Variable Annuity Account B:
We have audited the accompanying statement of assets and liabilities of Aetna
Life Insurance and Annuity Company Variable Annuity Account B (the "Account") as
of December 31, 1999, and the related statement of operations for the year then
ended, statements of changes in net assets for each of the years in the two-year
period then ended and condensed financial information for the year ended
December 31, 1999. These financial statements and condensed financial
information are the responsibility of the Account's management. Our
responsibility is to express an opinion on these financial statements and
condensed financial information based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and condensed
financial information are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of December 31, 1999, by correspondence with the custodian. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and condensed financial information
referred to above present fairly, in all material respects, the financial
position of Aetna Life Insurance and Annuity Company Variable Annuity Account B
as of December 31, 1999, the results of its operations for the year then ended,
changes in its net assets for each of the years in the two-year period then
ended and condensed financial information for the year ended December 31, 1999,
in conformity with generally accepted accounting principles.
/s/ KPMG LLP
Hartford, Connecticut
February 11, 2000
S-33
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
Index to Consolidated Financial Statements
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report........................................................ F-2
Consolidated Financial Statements:
Consolidated Statements of Income for the Years Ended December 31, 1999,
1998 and 1997.................................................................. F-3
Consolidated Balance Sheets as of December 31, 1999 and 1998..................... F-4
Consolidated Statements of Changes in Shareholder's Equity for the Years Ended
December 31, 1999, 1998 and 1997............................................... F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 1999, 1998
and 1997....................................................................... F-6
Notes to Consolidated Financial Statements....................................... F-7
</TABLE>
F-1
<PAGE>
Independent Auditors' Report
The Shareholder and Board of Directors
Aetna Life Insurance and Annuity Company:
We have audited the accompanying consolidated balance sheets of Aetna Life
Insurance and Annuity Company and Subsidiaries as of December 31, 1999 and
1998, and the related consolidated statements of income, changes in
shareholder's equity and cash flows for each of the years in the three-year
period ended December 31, 1999. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statements presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the aforementioned consolidated financial statements present
fairly, in all material respects, the financial position of Aetna Life
Insurance and Annuity Company and Subsidiaries at December 31, 1999 and 1998,
and the results of their operations and their cash flows for each of the years
in the three-year period ended December 31, 1999, in conformity with generally
accepted accounting principles.
/s/ KPMG LLP
Hartford, Connecticut
February 7, 2000
F-2
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)
Consolidated Statements of Income
(millions)
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------------
1999 1998 1997
----------- ------------ ------------
<S> <C> <C> <C>
Revenue:
Premiums $ 107.5 $ 79.4 $ 69.1
Charges assessed against policyholders 388.3 324.3 262.0
Net investment income 886.3 871.8 881.7
Net realized capital (losses) gains (21.5) 10.4 29.7
Other income 129.7 100.2 96.8
-------- -------- --------
Total revenue 1,490.3 1,386.1 1,339.3
-------- -------- --------
Benefits and expenses:
Current and future benefits 746.2 714.4 720.4
Operating expenses:
Salaries and related benefits 153.0 141.0 133.5
Other 214.9 200.8 182.8
Amortization of deferred policy acquisition costs 104.9 91.2 66.3
-------- -------- --------
Total benefits and expenses 1,219.0 1,147.4 1,103.0
-------- -------- --------
Income from continuing operations before income
taxes 271.3 238.7 236.3
Income taxes 90.1 66.6 68.4
-------- -------- --------
Income from continuing operations 181.2 172.1 167.9
Discontinued operations, net of tax:
Income from operations -- 61.8 67.8
Amortization of deferred gain on sale 5.7 -- --
Immediate gain on sale -- 59.0 --
-------- -------- --------
Net income $ 186.9 $ 292.9 $ 235.7
======== ======== ========
</TABLE>
See Notes to Consolidated Financial Statements
F-3
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)
Consolidated Balance Sheets
(millions, except share data)
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
------------- --------------
<S> <C> <C>
Assets
Investments:
Debt securities available for sale, at fair value
(amortized cost: $11,657.9 and $11,571.3) $11,410.1 $12,068.2
Equity securities, available for sale:
Nonredeemable preferred stock (cost: $134.7 and $202.6) 130.9 203.3
Investment in affiliated mutual funds (cost: $63.5 and $96.8) 64.1 100.1
Common stock (cost: $6.7 and $1.0) 11.5 2.0
Short-term investments 74.2 48.9
Mortgage loans 6.7 12.7
Policy loans 314.0 292.2
Other investments 13.2 12.7
----------- -----------
Total investments 12,024.7 12,740.1
Cash and cash equivalents 693.3 628.3
Short-term investments under securities loan agreement 232.5 277.3
Accrued investment income 150.7 151.6
Premiums due and other receivables 298.3 61.1
Reinsurance recoverable 3,001.2 2,959.8
Deferred income taxes 150.4 114.3
Deferred policy acquisition costs 1,046.4 893.1
Other assets 96.5 70.4
Separate Accounts assets 38,692.6 29,430.2
----------- -----------
Total assets $56,386.6 $47,326.2
=========== ===========
Liabilities and Shareholder's Equity
Liabilities:
Future policy benefits $ 3,850.4 $ 3,815.9
Unpaid claims and claim expenses 27.3 18.8
Policyholders' funds left with the Company 11,121.7 11,305.6
----------- -----------
Total insurance reserve liabilities 14,999.4 15,140.3
Payables under securities loan agreement 232.5 277.3
Current income taxes 14.7 279.6
Other liabilities 1,063.0 805.5
Separate Accounts liabilities 38,692.6 29,430.2
----------- -----------
Total liabilities 55,002.2 45,932.9
----------- -----------
Shareholder's equity:
Common stock, par value $50 (100,000 shares
authorized; 55,000 shares issued and outstanding) 2.8 2.8
Paid-in capital 431.8 431.8
Accumulated other comprehensive (loss) income (44.8) 104.8
Retained earnings 994.6 853.9
----------- -----------
Total shareholder's equity 1,384.4 1,393.3
----------- -----------
Total liabilities and shareholder's equity $56,386.6 $47,326.2
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
F-4
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)
Consolidated Statements of Changes in Shareholder's Equity
(millions)
<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------------------------
1999 1998 1997
------------- ------------- -------------
<S> <C> <C> <C>
Shareholder's equity, beginning of year $1,393.3 $1,852.8 $1,618.3
Comprehensive income:
Net income 186.9 292.9 235.7
Other comprehensive income, net of tax:
Unrealized (losses) gains on securities
($(230.2), $18.2 $49.9, pretax)(1) (149.6) 11.9 32.4
---------- ---------- ----------
Total comprehensive income 37.3 304.8 268.1
---------- ---------- ----------
Capital contribution -- 9.3 (5.0)
Other changes 2.8 2.4 5.7
---------- ---------- ----------
Common stock dividends (49.0) (776.0) (34.3)
---------- ---------- ----------
Shareholder's equity, end of year $1,384.4 $1,393.3 $1,852.8
========== ========== ==========
</TABLE>
(1) Net of reclassification adjustments.
See Notes to Consolidated Financial Statements
F-5
<PAGE>
AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)
Consolidated Statements of Cash Flows
(millions)
<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------------------------
1999 1998 1997
------------- ------------- -------------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net income $ 186.9 $ 292.9 $ 235.7
Adjustments to reconcile net income to net cash (used for) provided by
operating activities:
Net accretion of discount on investments (26.5) (29.5) (66.8)
Amortization of deferred gain on sale ( 5.7) -- --
Immediate gain on sale -- (59.0) --
Net realized capital losses (gains) 21.5 (11.1) (36.0)
Changes in assets and liabilities:
Decrease (increase) in accrued investment income 0.9 11.4 ( 4.0)
Increase in premiums due and other receivables 23.3 (23.7) (30.0)
(Increase) decrease in policy loans (21.8) 177.4 (70.3)
Increase in deferred policy acquisition costs (153.3) (132.8) (155.8)
Decrease in reinsurance loan to affiliate -- 397.2 231.1
Net increase in universal life account balances 55.7 122.9 157.1
Decrease in other insurance reserve liabilities (28.6) (41.8) (120.3)
Decrease in other liabilities and other assets (53.9) (53.6) (74.0)
(Decrease) increase in income taxes (259.8) 106.4 (25.8)
---------- ---------- ----------
Net cash (used for) provided by operating activities (261.3) 756.7 40.9
---------- ---------- ----------
Cash Flows from Investing Activities:
Proceeds from sales of:
Debt securities available for sale 5,890.1 6,790.2 5,311.4
Equity securities 111.2 150.1 103.1
Mortgage loans 6.1 0.3 0.2
Life Business -- 966.5 --
Investment maturities and collections of:
Debt securities available for sale 1,216.5 1,296.3 1,212.7
Short-term investments 80.6 135.3 108.4
Cost of investment purchases in:
Debt securities available for sale (7,099.7) (6,706.4) (6,734.8)
Equity securities (13.0) (125.7) (113.3)
Short-term investments (106.0) (83.9) (167.1)
Increase in property and equipment 5.7 9.0 10.0
Other, net 3.7 (2,725.9) --
---------- ---------- ----------
Net cash provided by (used for) investing activities 95.2 (294.2) (269.4)
---------- ---------- ----------
Cash Flows from Financing Activities:
Deposits and interest credited for investment contracts 2,040.2 1,571.1 1,621.2
Withdrawals of investment contracts (1,680.8) (1,393.1) (1,256.3)
Capital contribution to Separate Account -- -- (25.0)
Return of capital from Separate Account -- 1.7 12.3
Capital contribution from HOLDCO -- 9.3 (5.0)
Dividends paid to shareholder (255.0) (570.0) (34.3)
Other, net 126.7 (34.3) 26.4
---------- ---------- ----------
Net cash provided by (used for) financing activities 231.1 (415.3) 339.3
---------- ---------- ----------
Net increase in cash and cash equivalents 65.0 47.2 110.8
Cash and cash equivalents, beginning of year 628.3 581.1 470.3
---------- ---------- ----------
Cash and cash equivalents, end of year $ 693.3 $ 628.3 $ 581.1
========== ========== ==========
Supplemental cash flow information:
Income taxes paid, net $ 316.5 $ 60.5 $ 130.3
========== ========== ==========
</TABLE>
See Notes to Consolidated Financial Statements
F-6
<PAGE>
Notes to Consolidated Financial Statements
1. Summary of Significant Accounting Policies
Aetna Life Insurance and Annuity Company ("ALIAC") and its wholly owned
subsidiaries (collectively, the "Company") are providers of financial products
and services and investment management services in the United States. The
Company has two business segments: Financial Products and Investment Management
Services. On October 1, 1998, the Company sold its individual life insurance
business to Lincoln National Corporation ("Lincoln") and accordingly, it is now
classified as Discontinued Operations (refer to note 3).
Financial Products include annuity contracts that offer a variety of funding
and payout options for individual and employer-sponsored retirement plans
qualified under Internal Revenue Code Sections 401, 403, 408 and 457,
nonqualified annuity contracts and mutual funds. Annuity contracts may be
deferred or immediate ("payout annuities"). These products also include
programs offered to qualified plans and nonqualified deferred compensation
plans that package administrative and recordkeeping services along with a menu
of investment options, including mutual funds (both ALIAC and nonaffiliated
mutual funds), variable and fixed investment options. Financial Products also
include investment advisory services and pension plan administrative services.
Investment Management Services provides: investment advisory services to
affiliated and unaffiliated institutional and retail clients on a
fee-for-service basis; underwriting services to the Aetna Series Fund Inc.;
distribution services for other Aetna products; and trustee, administrative,
and other fiduciary services to retirement plans requiring or otherwise
utilizing a trustee or custodian.
Discontinued Operations include universal life, variable universal life,
traditional whole life and term insurance.
Principles of Consolidation
The consolidated financial statements include ALIAC and its wholly owned
subsidiaries, Aetna Insurance Company of America ("AICA") and Aetna Investment
Adviser Holding Company, Inc. ("IA Holdco"). ALIAC is a wholly owned subsidiary
of Aetna Retirement Holdings, Inc. ("HOLDCO"). HOLDCO is a wholly owned
subsidiary of Aetna Retirement Services, Inc. whose ultimate parent is Aetna
Inc. ("Aetna"). On July 1, 1999, HOLDCO contributed IA Holdco to the Company
(refer to note 2).
The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles. The contribution of IA Holdco to the
Company was accounted for in a manner similar to that of a pooling-of-interests
and accordingly, the Company's historical consolidated financial statements
have been restated to include the accounts and results of operations of IA
Holdco. Certain reclassifications have been made to 1998 and 1997 financial
information to conform to the 1999 presentation.
F-7
<PAGE>
Notes to Consolidated Financial Statements (continued)
1. Summary of Significant Accounting Policies (continued)
New Accounting Standards
Accounting by Insurance and Other Enterprises for Insurance-Related Assesments
As of January 1, 1999, the Company adopted Statement of Position ("SOP") 97-3,
Accounting by Insurance and Other Enterprises for Insurance-Related
Assessments, issued by the American Institute of Certified Public Accountants
("AICPA"). This statement provides guidance for determining when an insurance
or other enterprise should recognize a liability for guaranty-fund and other
insurance-related assessments and guidance for measuring the liability. The
adoption of this standard did not have a material effect on the Company's
financial position or results of operations, as the Company had previously
accounted for guaranty-fund and other insurance-related assessments in a manner
consistent with this standard.
Future Application of Accounting Standards
Deposit Accounting: Accounting for Insurance and Reinsurance Contracts That Do
Not Transfer Insurance Risk
In October 1998, the AICPA issued SOP 98-7, Deposit Accounting: Accounting for
Insurance and Reinsurance Contracts That Do Not Transfer Insurance Risk, which
provides guidance on how to account for all insurance and reinsurance contracts
that do not transfer insurance risk, except for long-duration life and health
insurance contracts. This statement is effective for the Company's financial
statements beginning January 1, 2000. The Company does not expect the adoption
of this standard to have a material effect on its financial position and
results of operations.
Accounting for Derivative Instruments and Hedging Activities
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Financial Accounting Standard ("FAS") No. 133, Accounting for Derivative
Instruments and Hedging Activities. This standard requires companies to record
all derivatives on the balance sheet as either assets or liabilities and
measure those instruments at fair value. The manner in which companies are to
record gains or losses resulting from changes in the values of those
derivatives depends on the use of the derivative and whether it qualifies for
hedge accounting. As amended by FAS No. 137, Accounting for Derivative
Instruments and Hedging Activities -- Deferral of the Effective Date of FASB
Statement No. 133, this standard is effective for the Company's financial
statements beginning January 1, 2001, with early adoption permitted. The impact
of FAS No. 133 on the Company's financial statements will vary based on certain
factors including future interpretative guidance from the FASB, the extent of
the Company's hedging activities, the types of hedging instruments used and the
effectiveness of such instruments. The Company is evaluating the impact of
adoption of this standard and currently does not believe that it will have a
material effect on its financial position and results of operations.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the
F-8
<PAGE>
Notes to Consolidated Financial Statements (continued)
1. Summary of Significant Accounting Policies (continued)
financial statements and accompanying notes. Actual results could differ from
reported results using those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, money market instruments and
other debt issues with a maturity of 90 days or less when purchased.
Investments
Debt and equity securities are classified as available for sale and carried at
fair value. Securities are written down (as realized capital losses) for other
than temporary declines in value. Included in available-for-sale securities are
investments that support experience-rated products.
Experience-rated products are products where the customer, not the Company,
assumes investment (including realized capital gains and losses) and other
risks, subject to, among other things, minimum guarantees. As long as minimum
guarantees are not triggered, the effect of experience- rated products'
investment performance does not impact the Company's results of operations.
Realized and unrealized capital gains and losses on investments supporting
these products are reflected in policyholder's funds left with the Company.
Realized capital gains and losses on all other investments are reflected in the
Company's results of operations. Unrealized capital gains and losses on all
other investments are reflected in shareholders' equity, net of related income
taxes. Purchases and sales of debt and equity securities are recorded on the
trade date. Sales of mortgage loans are recorded on the closing date.
Fair values for debt and equity securities are based on quoted market prices or
dealer quotations. Where quoted market prices or dealer quotations are not
available, fair values are measured utilizing quoted market prices for similar
securities or by using discounted cash flow methods. Cost for mortgage-backed
securities is adjusted for unamortized premiums and discounts, which are
amortized using the interest method over the estimated remaining term of the
securities, adjusted for anticipated prepayments. The Company does not accrue
interest on problem debt securities when management believes the collection of
interest is unlikely.
The Company engages in securities lending whereby certain securities from its
portfolio are loaned to other institutions for short periods of time. Initial
collateral, primarily cash, is required at a rate of 102% of the market value
of a loaned domestic security and 105% of the market value of a loaned foreign
security. The collateral is deposited by the borrower with a lending agent, and
retained and invested by the lending agent according to the Company's
guidelines to generate additional income. The market value of the loaned
securities is monitored on a daily basis with additional collateral obtained or
refunded as the market value of the loaned securities fluctuates. At December
31, 1999 and 1998, the Company loaned securities (which are reflected as
invested assets) with a fair value of approximately $232.5 million and $277.3
million, respectively.
The investment in affiliated mutual funds represents an investment in Aetna
managed mutual funds which have been seeded by the Company, and is carried at
fair value.
F-9
<PAGE>
Notes to Consolidated Financial Statements (continued)
1. Summary of Significant Accounting Policies (continued)
Mortgage loans and policy loans are carried at unpaid principal balances, net
of impairment reserves.
Short-term investments, consisting primarily of money market instruments and
other debt issues purchased with an original maturity of 91 days to one year,
are considered available for sale and are carried at fair value, which
approximates amortized cost.
The Company utilizes futures contracts for other than trading purposes in order
to hedge interest rate risk (i.e. market risk, refer to note 5.)
Futures contracts are carried at fair value and require daily cash settlement.
Changes in the fair value of futures contracts allocable to experience rated
contracts are deducted from capital gains and losses with an offsetting amount
reported in future policy benefits. Changes in the fair value of futures
contracts allocable to non-experienced-rated contracts that qualify as hedges
are deferred and recognized as an adjustment to the hedged asset or liability.
Deferred gains or losses on such futures contracts are amortized over the life
of the acquired asset or liability as a yield adjustment or through net
realized capital gains or losses upon disposal of an asset. Changes in the fair
value of futures contracts that do not qualify as hedges are recorded in net
realized capital gains or losses. Hedge designation requires specific asset or
liability identification, a probability at inception of high correlation with
the position underlying the hedge, and that high correlation be maintained
throughout the hedge period. If a hedging instrument ceases to be highly
correlated with the position underlying the hedge, hedge accounting ceases at
that date and excess gains or losses on the hedging instrument are reflected in
net realized capital gains or losses.
Included in common stock are warrants which represent the right to purchase
specific securities. Upon exercise, the cost of the warrants is added to the
basis of the securities purchased.
On occasion, the Company sells call options written on underlying securities
which are carried at fair value. Changes in fair value of these options are
recorded in net realized capital gains or losses.
Deferred Policy Acquisition Costs
Certain costs of acquiring certain insurance business are deferred. These
costs, all of which vary with and are primarily related to the production of
new and renewal business, consist principally of commissions, certain expenses
of underwriting and issuing contracts, and certain agency expenses. For certain
annuity and pension contracts, such costs are amortized in proportion to
estimated gross profits and adjusted to reflect actual gross profits over the
life of the contracts (up to 20 years for annuity and pension contracts.)
Periodically, modifications may be made to deferred annuity contract features,
such as shortening the surrender charge period or waiving the surrender charge,
changing the mortality and expense fees, etc. Unamortized deferred policy
acquisition costs associated with these modified contracts are not written off,
but rather, continue to be associated with the original block of business to
F-10
<PAGE>
Notes to Consolidated Financial Statements (continued)
1. Summary of Significant Accounting Policies (continued)
which these costs were previously recorded. Such costs are amortized based on
revised estimates of expected gross profits based upon the contract after the
modification. Unamortized deferred policy acquisition costs related to deferred
annuity products were approximately $1.0 billion and $893 million as of
December 31, 1999 and 1998, respectively.
Deferred policy acquisition costs are written off to the extent that it is
determined that future policy premiums and investment income or gross profits
are not adequate to cover related expenses.
Insurance Reserve Liabilities
Future policy benefits include reserves for universal life, immediate annuities
with life contingent payouts and traditional life insurance contracts. Reserves
for universal life products are equal to cumulative deposits less withdrawals
and charges plus credited interest thereon. Reserves for traditional life
insurance contracts represent the present value of future benefits to be paid
to or on behalf of policyholders and related expenses less the present value of
future net premiums.
Reserves for immediate annuities with life contingent payouts contracts are
computed on the basis of assumed investment yield, mortality, and expenses,
including a margin for adverse deviations. Such assumptions generally vary by
plan, year of issue and policy duration. Reserve interest rates range from
1.50% to 11.25% for all years presented. Investment yield is based on the
Company's experience. Mortality and withdrawal rate assumptions are based on
relevant Aetna experience and are periodically reviewed against both industry
standards and experience.
Because the sale of the domestic individual life insurance business was
substantially in the form of an indemnity reinsurance agreement, the Company
reported an addition to its reinsurance recoverable approximating the Company's
total individual life reserves at the sale date.
Policyholders' funds left with the Company include reserves for deferred
annuity investment contracts and immediate annuities without life contingent
payouts. Reserves on such contracts are equal to cumulative deposits less
charges and withdrawals plus credited interest thereon (rates range from 1.50%
to 11.25% for all years presented) net of adjustments for investment experience
that the Company is entitled to reflect in future credited interest. These
reserves also include unrealized gains/losses related to FAS No. 115. Reserves
on contracts subject to experience rating reflect the rights of
contractholders, plan participants and the Company.
Unpaid claims for all lines of insurance include benefits for reported losses
and estimates of benefits for losses incurred but not reported.
Revenue Recognition
For certain annuity contracts, charges assessed against policyholders' funds
for the cost of insurance, surrender charges, actuarial margin and other fees
are recorded as revenue in charges assessed against policyholders. Other
amounts received for these contracts are reflected as deposits
F-11
<PAGE>
Notes to Consolidated Financial Statements (continued)
1. Summary of Significant Accounting Policies (continued)
and are not recorded as revenue. Related policy benefits are recorded in
relation to the associated premiums or gross profit so that profits are
recognized over the expected lives of the contracts. When annuity payments with
life contingencies begin under contracts that were initially investment
contracts, the accumulated balance in the account is treated as a single
premium for the purchase of an annuity and reflected as an offsetting amount in
both premiums and current and future benefits in the Consolidated Statements of
Income.
Separate Accounts
Separate Accounts assets and liabilities generally represent funds maintained
to meet specific investment objectives of contractholders who bear the
investment risk, subject, in some cases, to minimum guaranteed rates.
Investment income and investment gains and losses generally accrue directly to
such contractholders. The assets of each account are legally segregated and are
not subject to claims that arise out of any other business of the Company.
Separate Accounts assets supporting variable options under universal life and
annuity contracts are invested, as designated by the contractholder or
participant under a contract (who bears the investment risk subject, in limited
cases, to minimum guaranteed rates) in shares of mutual funds which are managed
by the Company, or other selected mutual funds not managed by the Company.
Separate Accounts assets are carried at fair value. At December 31, 1999 and
1998 , unrealized losses of $8.0 million and unrealized gains of $10.0 million,
respectively, after taxes, on assets supporting a guaranteed interest option
are reflected in shareholder's equity. Separate Accounts liabilities are
carried at fair value, except for those relating to the guaranteed interest
option. Reserves relating to the guaranteed interest option are maintained at
fund value and reflect interest credited at rates ranging from 3.70% to 12.00%
in 1999 and 3.00 to 8.10% in 1998.
Separate Accounts assets and liabilities are shown as separate captions in the
Consolidated Balance Sheets. Deposits, investment income and net realized and
unrealized capital gains and losses of the Separate Accounts are not reflected
in the Consolidated Financial Statements (with the exception of realized and
unrealized capital gains and losses on the assets supporting the guaranteed
interest option). The Consolidated Statements of Cash Flows do not reflect
investment activity of the Separate Accounts.
Reinsurance
The Company utilizes indemnity reinsurance agreements to reduce its exposure to
large losses in all aspects of its insurance business. Such reinsurance permits
recovery of a portion of losses from reinsurers, although it does not discharge
the primary liability of the Company as direct insurer of the risks reinsured.
The Company evaluates the financial strength of potential reinsurers and
continually monitors the financial condition of reinsurers. Only those
reinsurance recoverable deemed probable of recovery are reflected as assets on
the Company's Consolidated Balance Sheets. Of the reinsurance recoverable on
the Consolidated Balance Sheets at December 31, 1999 and 1998, $2,989 million
and $2,946 million, respectively, is related to the reinsurance recoverable
from Lincoln arising from the sale of the domestic life insurance business.
(Refer to note 3)
F-12
<PAGE>
Notes to Consolidated Financial Statements (continued)
1. Summary of Significant Accounting Policies (continued)
Income Taxes
The Company is included in the consolidated federal income tax return of Aetna.
The Company is taxed at regular corporate rates after adjusting income reported
for financial statement purposes for certain items. Deferred income tax
expenses/benefits result from changes during the year in cumulative temporary
differences between the tax basis and book basis of assets and liabilities.
2. Contribution of IA Holdco from HOLDCO
On July 1, 1999, HOLDCO contributed IA Holdco to the Company. The primary
operating subsidiary of IA Holdco is Aeltus Investment Management, Inc.
("Aeltus") which has two wholly-owned operating subsidiaries: Aeltus Capital,
Inc. ("ACI"), a broker dealer, and Aeltus Trust Company ("ATC"), a limited
purpose banking entity. Aeltus is a registered investment advisor under the
Investment Advisers Act of 1940 and provides investment advisory services to
institutional and retail clients on a fee-for-service basis. In addition,
Aeltus, through its ACI subsidiary, provides distribution services for certain
Aetna mutual funds and other Aetna products. Aeltus' ATC subsidiary provides
trustee, administrative, and other fiduciary services to retirement plans
requiring or otherwise utilizing a trustee or custodian.
3. Discontinued Operations-Individual Life Insurance
On October 1, 1998, the Company sold its domestic individual life insurance
business to Lincoln for $1 billion in cash. The transaction was generally in
the form of an indemnity reinsurance arrangement, under which Lincoln
contractually assumed from the Company certain policyholder liabilities and
obligations, although the Company remains directly obligated to policyholders.
Assets related to and supporting the life policies were transferred to Lincoln
and the Company recorded a reinsurance recoverable from Lincoln. The
transaction resulted in an after-tax gain on the sale of approximately $117
million, of which $57.7 million was deferred and was being recognized over
approximately 15 years. The remaining portion of the gain is recognized
immediately in net income and was largely attributed to access to the agency
sales force and brokerage distribution channel. Approximately $5.2 million
(after tax) of the deferred gain was recognized during 1999. During the fourth
quarter of 1999, the Company refined certain accrual and tax estimates which
had been established in connection with the recording of the deferred gain. As
a result, the deferred gain was increased by $12.9 million (after tax) to $65.4
million at December 31, 1999. The remaining deferred gain will be recognized
over approximately 14 years. The unamortized portion of the deferred gain is
presented in other liabilities on the Consolidated Balance Sheets.
The operating results of the domestic individual life insurance business are
presented as Discontinued Operations. All prior year income statement data has
been restated to reflect the presentation as Discontinued Operations. Revenues
for the individual life segment were $652.2 million and $620.4 million for 1998
and 1997. Premiums ceded and reinsurance recoveries made in 1999 totaled $476.5
million and $513.4 million, respectively, and in 1998 totaled $153.4 million
and $70.5 million, respectively.
F-13
<PAGE>
Notes to Consolidated Financial Statements (continued)
4. Investments
Debt securities available for sale as of December 31 were as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
1999 (Millions) Cost Gains Losses Value
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. government and government agencies
and authorities $ 1,087.2 $ 4.6 $ 22.1 $ 1,069.7
States, municipalities and political subdivisions 0.3 -- -- 0.3
U.S. corporate securities:
Utilities 514.5 5.6 12.7 507.4
Financial 1,869.8 8.2 44.7 1,833.3
Transportation/capital goods 623.4 .9 39.0 585.3
Health care/consumer products 1,138.7 9.3 51.3 1,096.7
Natural resources 424.6 1.3 15.4 410.5
Other corporate securities 214.0 1.0 14.9 200.1
----------------------------------------------------------------------------------------------------------------
Total U.S. corporate securities 4,785.0 26.3 178.0 4,633.3
----------------------------------------------------------------------------------------------------------------
Foreign securities:
Government, including political subdivisions 364.6 17.1 11.9 369.8
Utilities 196.4 7.3 .4 203.3
Other 748.2 8.9 34.3 722.8
----------------------------------------------------------------------------------------------------------------
Total foreign securities 1,309.2 33.3 46.6 1,295.9
----------------------------------------------------------------------------------------------------------------
Residential mortgage-backed securities:
Pass-throughs 1,055.9 19.8 17.6 1,058.1
Collateralized mortgage obligations 1,683.1 25.1 37.7 1,670.5
----------------------------------------------------------------------------------------------------------------
Total residential mortgage-backed securities 2,739.0 44.9 55.3 2,728.6
----------------------------------------------------------------------------------------------------------------
Commercial/Multifamily mortgage-backed
securities 1,031.5 3.4 48.7 986.2
Other asset-backed securities 705.7 0.3 9.9 696.1
----------------------------------------------------------------------------------------------------------------
Total debt securities $ 11,657.9 $ 112.8 $ 360.6 $ 11,410.1
================================================================================================================
</TABLE>
F-14
<PAGE>
Notes to Consolidated Financial Statements (continued)
4. Investments (continued)
Debt securities available for sale as of December 31 were as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
1998 (Millions) Cost Gains Losses Value
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. government and government agencies
and authorities $ 718.9 $ 60.4 $ 0.2 $ 779.1
States, municipalities and political subdivisions 0.3 -- -- 0.3
U.S. corporate securities:
Utilities 615.2 29.8 4.1 640.9
Financial 2,260.2 94.6 5.6 2,349.2
Transportation/capital goods 580.8 33.0 1.1 612.7
Healthcare/consumer products 1,328.2 69.8 4.8 1,393.2
Natural resources 254.5 6.9 2.3 259.1
Other corporate securities 261.7 5.8 7.4 260.1
----------------------------------------------------------------------------------------------------------------
Total U.S. corporate securities 5,300.6 239.9 25.3 5,515.2
----------------------------------------------------------------------------------------------------------------
Foreign securities:
Government, including political subdivisions 507.6 30.4 32.9 505.1
Utilities 147.0 32.4 -- 179.4
Other 511.2 14.9 1.8 524.3
----------------------------------------------------------------------------------------------------------------
Total foreign securities 1,165.8 77.7 34.7 1,208.8
----------------------------------------------------------------------------------------------------------------
Residential mortgage-backed securities:
Pass-throughs 671.9 38.4 2.9 707.4
Collateralized mortgage obligations 1,879.6 119.7 10.4 1,988.9
----------------------------------------------------------------------------------------------------------------
Total residential mortgage-backed securities 2,551.5 158.1 13.3 2,696.3
----------------------------------------------------------------------------------------------------------------
Commercial/Multifamily mortgage-backed
securities 1,114.9 30.9 9.8 1,136.0
Other asset-backed securities 719.3 13.8 0.6 732.5
----------------------------------------------------------------------------------------------------------------
Total debt securities $ 11,571.3 $ 580.8 $ 83.9 $ 12,068.2
================================================================================================================
</TABLE>
F-15
<PAGE>
Notes to Consolidated Financial Statements (continued)
4. Investments (continued)
At December 31, 1999 and 1998, net unrealized (depreciation) appreciation of
$(247.8) million and $496.9 million, respectively, on available-for-sale debt
securities included $(189.7) million and $355.8 million, respectively, related
to experience-rated contracts, which were not reflected in shareholder's equity
but in insurance reserves.
The amortized cost and fair value of debt securities for the year ended
December 31, 1999 are shown below by contractual maturity. Actual maturities
may differ from contractual maturities because securities may be restructured,
called, or prepaid.
<TABLE>
<CAPTION>
Amortized Fair
(Millions) Cost Value
-------------------------------------------------------------------------
<S> <C> <C>
Due to mature:
One year or less $ 266.4 $ 266.5
After one year through five years 2,838.4 2,798.7
After five years through ten years 1,718.0 1,674.6
After ten years 2,351.4 2,250.1
Mortgage-backed securities 3,776.5 3,722.3
Other asset-backed securities 707.2 697.9
-------------------------------------------------------------------------
Total $ 11,657.9 $ 11,410.1
=========================================================================
</TABLE>
At December 31, 1999 and 1998, debt securities carried at fair value of $8.7
million and $8.8 million, respectively, were on deposit as required by
regulatory authorities.
The Company did not have any investments in a single issuer, other than
obligations of the U.S. government, with a carrying value in excess of 10% of
the Company's shareholder's equity at December 31, 1999.
Included in the Company's debt securities were residential collateralized
mortgage obligations ("CMOs") supporting the following:
<TABLE>
<CAPTION>
1999 1998
----------------------------- --------------------------
Amortized Fair Amortized Fair
(Millions) Cost Value Cost Value
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Total residential CMOs (1) $ 1,683.1 $ 1,670.5 $ 1,879.6 $ 1,988.9
=====================================================================================================
Percentage of total:
Supporting experience rated products 80.7% 81.7%
Supporting remaining products 19.3% 18.3%
-----------------------------------------------------------------------------------------------------
100.0% 100.0%
=====================================================================================================
</TABLE>
(1) At December 31, 1999 and 1998, approximately 81% and 66%, respectively, of
the Company's residential CMO holdings were backed by government agencies
such as GNMA, FNMA, FHLMC.
F-16
<PAGE>
Notes to Consolidated Financial Statements (continued)
4. Investments (continued)
There are various categories of CMOs which are subject to different degrees of
risk from changes in interest rates and, for CMO's that are not agency-backed,
defaults. The principal risks inherent in holding CMOs are prepayment and
extension risks related to dramatic decreases and increases in interest rates
resulting in the repayment of principal from the underlying mortgages either
earlier or later than originally anticipated. At December 31, 1999 and 1998,
approximately 1% and 2%, respectively, of the Company's CMO holdings were
invested in types of CMOs which are subject to more prepayment and extension
risk than traditional CMOs (such as interest- or principal-only strips).
Investments in equity securities available for sale as of December 31 were as
follows:
<TABLE>
<CAPTION>
(Millions) 1999 1998
----------------------------------------------------
<S> <C> <C>
Amortized Cost $ 204.9 $ 300.4
Gross unrealized gains 12.5 13.1
Gross unrealized losses 10.9 8.1
----------------------------------------------------
Fair Value $ 206.5 $ 305.4
====================================================
</TABLE>
5. Financial Instruments
Estimated Fair Value
The carrying values and estimated fair values of certain of the Company's
financial instruments at December 31, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
1999 1998
-------------------------- ----------------------
Carrying Fair Carrying Fair
(Millions) Value Value Value Value
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets:
Mortgage loans $ 6.7 $ 6.8 $ 12.7 $ 12.3
Liabilities:
Investment contract liabilities:
With a fixed maturity 1,055.3 991.0 1,063.9 984.3
Without a fixed maturity 10,066.4 9,452.8 10,241.7 9,686.2
------------------------------------------------------------------------------------------
</TABLE>
Fair value estimates are made at a specific point in time, based on available
market information and judgments about the financial instrument, such as
estimates of timing and amount of future cash flows. Such estimates do not
reflect any premium or discount that could result from offering for sale at one
time the Company's entire holdings of a particular financial instrument, nor do
they consider the tax impact of the realization of unrealized gains or losses.
In many cases, the fair value estimates cannot be substantiated by comparison
to independent markets, nor can the disclosed value be realized in immediate
settlement of the instrument. In evaluating the Company's management of
interest rate, price and liquidity risks, the fair values of all assets and
liabilities should be taken into consideration, not only those presented above.
F-17
<PAGE>
Notes to Consolidated Financial Statements (continued)
5. Financial Instruments (continued)
The following valuation methods and assumptions were used by the Company in
estimating the fair value of the above financial instruments:
Mortgage loans: Fair values are estimated by discounting expected mortgage loan
cash flows at market rates which reflect the rates at which similar loans would
be made to similar borrowers. The rates reflect management's assessment of the
credit quality and the remaining duration of the loans.
Investment contract liabilities (included in Policyholders' funds left with the
Company):
With a fixed maturity: Fair value is estimated by discounting cash flows at
interest rates currently being offered by, or available to, the Company for
similar contracts.
Off-Balance-Sheet and Other Financial Instruments
Without a fixed maturity: Fair value is estimated as the amount payable to the
contractholder upon demand. However, the Company has the right under such
contracts to delay payment of withdrawals which may ultimately result in paying
an amount different than that determined to be payable on demand.
Futures Contracts:
Futures contracts are used to manage interest rate risk in the Company's bond
portfolio. Futures contracts represent commitments to either purchase or sell
securities at a specified future date and at a specified price or yield.
Futures contracts trade on organized exchanges and, therefore, have minimal
credit risk. Cash settlements are made daily based on changes in the prices of
the underlying assets. The notional amounts, carrying values and estimated fair
values of the Company's open treasury futures as of December 31, 1998 were
$250.9 million, $.1 million, and $.1 million, respectively. There were no open
treasury futures as of December 31, 1999.
Warrants:
Included in common stocks are warrants which are instruments giving the Company
the right, but not the obligation to buy a security at a given price during a
specified period. The carrying values and estimated fair values of the
Company's warrants to purchase equity securities as of December 31, 1999 were
both $6.5 million. The carrying values and estimated fair values as of December
31, 1998 were both $1.5 million.
Options:
During 1999, the Company earned $0.4 million of investment income for writing
call options on underlying securities. The Company did not write any call
options in 1998. As of December 31, 1999 and 1998, there were no option
contracts outstanding.
F-18
<PAGE>
Notes to Consolidated Financial Statements (continued)
5. Financial Instruments (continued)
Debt Instruments with Derivative Characteristics:
The Company also had investments in certain debt instruments with derivative
characteristics, including those whose market value is at least partially
determined by, among other things, levels of or changes in domestic and/or
foreign interest rates (short- or long-term), exchange rates, prepayment rates,
equity markets or credit ratings/spreads. The amortized cost and fair value of
these securities, included in the debt securities portfolio, as of December 31,
1999 was as follows:
<TABLE>
<CAPTION>
Amortized Fair
(Millions) Cost Value
--------------------------------------------------------------------------------
<S> <C> <C>
Residential collateralized mortgage obligations $ 1,683.1 $ 1,670.5
Principal-only strips (included above) 9.2 9.7
Interest-only strips (included above) 10.7 14.6
Other structured securities with derivative
characteristics (1) 81.7 67.2
--------------------------------------------------------------------------------
</TABLE>
(1) Represents non-leveraged instruments whose fair values and credit risk are
based on underlying securities, including fixed income securities and
interest rate swap agreements.
6. Net Investment Income
Sources of net investment income were as follows:
<TABLE>
<CAPTION>
(Millions) 1999 1998 1997
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Debt securities $ 823.3 $ 798.8 $ 814.6
Nonredeemable preferred stock 17.1 18.4 12.9
Investment in affiliated mutual funds 2.4 6.6 3.8
Mortgage loans 1.1 0.6 0.3
Policy loans 7.7 7.2 5.7
Reinsurance loan to affiliate -- 2.3 5.5
Cash equivalents 39.0 46.1 40.2
Other 15.3 13.2 16.1
--------------------------------------------------------------------------------
Gross investment income 905.9 893.2 899.1
Less: investment expenses (19.6) (21.4) (17.4)
--------------------------------------------------------------------------------
Net investment income $ 886.3 $ 871.8 $ 881.7
================================================================================
</TABLE>
Net investment income includes amounts allocable to experience rated
contractholders of $659.6 million, $655.6 million and $673.8 million for the
years ended December 31, 1999, 1998 and 1997, respectively. Interest credited
to contractholders is included in current and future benefits.
F-19
<PAGE>
Notes to Consolidated Financial Statements (continued)
7. Dividend Restrictions and Shareholder's Equity
The Company paid $255.0 million, $570.0 million and $34.3 million in cash
dividends to HOLDCO in 1999,1998 and 1997, respectively. Of the $255.0 million
paid in 1999, $206 million was accrued for in 1998. Of the $776.0 million
dividends paid or accrued in 1998, $756.0 million (all of which was approved by
the Insurance Commissioner of the State of Connecticut) was attributable to
proceeds from the sale of the domestic individual life insurance business.
The Department recognizes as net income and shareholder's capital and surplus
those amounts determined in conformity with statutory accounting practices
prescribed or permitted by the Department, which differ in certain respects
from generally accepted accounting principles. Statutory net income was $133.9
million, $148.1 million and $80.5 million for the years ended December 31,
1999, 1998 and 1997, respectively. Statutory capital and surplus was $845.2
million and $773.0 million as of December 31, 1999 and 1998, respectively.
As of December 31, 1999, the Company does not utilize any statutory accounting
practices which are not prescribed by state regulatory authorities that,
individually or in the aggregate, materially affect statutory capital and
surplus.
8. Capital Gains and Losses on Investment Operations
Realized capital gains or losses are the difference between the carrying value
and sale proceeds of specific investments sold.
Net realized capital (losses) gains on investments were as follows:
<TABLE>
<CAPTION>
(Millions) 1999 1998 1997
----------------------------------------------------------------------------------
<S> <C> <C> <C>
Debt securities $ (23.6) $ 7.4 $ 21.1
Equity securities 2.1 3.0 8.6
----------------------------------------------------------------------------------
Pretax realized capital (losses) gains $ (21.5) $ 10.4 $ 29.7
==================================================================================
After-tax realized capital (losses) gains $ (14.0) $ 7.3 $ 19.2
==================================================================================
</TABLE>
Net realized capital (losses) gains of $(36.7) million, $15.0 million and $83.7
million for 1999, 1998 and 1997, respectively, allocable to experience rated
contracts, were deducted from net realized capital gains and an offsetting
amount was reflected in Policyholders' funds left with the Company. Net
unamortized gains allocable to experienced-rated contractholders were $68.5
million and $118.6 million at December 31, 1999 and 1998, respectively.
F-20
<PAGE>
Notes to Consolidated Financial Statements (continued)
8. Capital Gains and Losses on Investment Operations (continued)
Proceeds from the sale of available-for-sale debt securities and the related
gross gains and losses were as follows:
<TABLE>
<CAPTION>
(Millions) 1999 1998 1997
------------------------------------------------------------------
<S> <C> <C> <C>
Proceeds on sales $ 5,890.1 $ 6,790.2 $ 5,311.3
Gross gains 10.5 98.8 23.8
Gross losses 34.1 91.4 2.7
------------------------------------------------------------------
</TABLE>
Changes in shareholder's equity related to changes in accumulated other
comprehensive income (unrealized capital gains and losses on securities,
excluding those related to experience-rated contractholders) were as follows:
<TABLE>
<CAPTION>
(Millions) 1999 1998 1997
-------------------------------------------------------------------------------------
<S> <C> <C> <C>
Debt securities $ (199.2) $ 18.9 $ 44.3
Equity securities (3.4) (16.1) 5.6
Other (27.6) 15.4 --
-------------------------------------------------------------------------------------
Subtotal (230.2) 18.2 49.9
(Decrease) increase in deferred income taxes
(Refer to note 9) (80.6) 6.3 17.5
-------------------------------------------------------------------------------------
Net changes in accumulated other
comprehensive (loss) income $ (149.6) $ 11.9 $ 32.4
=====================================================================================
</TABLE>
Net unrealized capital (losses) gains allocable to experience-rated contracts
of $(189.7) and $355.8 million at December 31, 1999 and December 31, 1998
respectively, are reflected on the Consolidated Balance Sheets in
Policyholders' funds left with the Company and are not included in
shareholder's equity.
F-21
<PAGE>
Notes to Consolidated Financial Statements (continued)
8. Capital Gains and Losses on Investment Operations (continued)
Shareholder's equity included the following accumulated other comprehensive
(loss) income, which is net of amounts allocable to experience-rated
contractholders, at December 31:
<TABLE>
<CAPTION>
(Millions) 1999 1998 1997
-----------------------------------------------------------------------------------
<S> <C> <C> <C>
Debt securities:
Gross unrealized capital gains $ 18.6 $ 157.3 $ 140.6
Gross unrealized capital losses (76.7) (16.2) (18.4)
-----------------------------------------------------------------------------------
(58.1) 141.1 122.2
-----------------------------------------------------------------------------------
Equity securities:
Gross unrealized capital gains 12.5 13.1 21.2
Gross unrealized capital losses (10.9) (8.1) (0.1)
-----------------------------------------------------------------------------------
1.6 5.0 21.1
-----------------------------------------------------------------------------------
Other:
Gross unrealized capital gains 1.3 17.1 --
Gross unrealized capital losses (13.7) (1.8) --
-----------------------------------------------------------------------------------
(12.4) 15.3 --
-----------------------------------------------------------------------------------
Deferred income taxes (Refer to note 9) (24.1) 56.6 50.4
-----------------------------------------------------------------------------------
Net accumulated other comprehensive (loss)
income $ (44.8) $ 104.8 $ 92.9
===================================================================================
</TABLE>
Changes in accumulated other comprehensive income related to changes in
unrealized gains (losses) on securities (excluding those related to
experience-rated contractholders) were as follows:
<TABLE>
<CAPTION>
(Millions) 1999 1998 1997
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Unrealized holding (losses) gains arising
during the year (1) $ (146.3) $ 38.3 $ 99.2
Less: reclassification adjustment for gains and
other items included in net income (2) 3.3 26.4 66.8
========================================================================================
Net unrealized (losses) gains on securities $ (149.6) $ 11.9 $ 32.4
========================================================================================
</TABLE>
(1) Pretax unrealized holding (losses) gains arising during the year were
$(225.2) million, $58.8 million and $152.7 million for 1999, 1998 and
1997, respectively.
(2) Pretax reclassification adjustments for gains and other items included in
net income were $5.0 million, $40.6 million and $102.8 million for 1999,
1998 and 1997, respectively.
F-22
<PAGE>
Notes to Consolidated Financial Statements (continued)
9. Income Taxes
The Company is included in the consolidated federal income tax return, the
combined New York return, and Illinois unitary state income tax return of
Aetna. Aetna allocates to each member, as permitted under a tax sharing
arrangement, an amount approximating the tax it would have incurred were it not
a member of the consolidated group, and credits the member for the use of its
tax saving attributes in the consolidated federal income tax return.
Income taxes from continuing operations consist of the following:
<TABLE>
<CAPTION>
(Millions) 1999 1998 1997
-----------------------------------------------------------------------------
<S> <C> <C> <C>
Current taxes (benefits):
Federal $ 63.8 $ 257.4 $ 40.0
State 2.5 3.0 3.3
Net realized capital (losses) gains (20.1) 16.8 39.1
-----------------------------------------------------------------------------
46.2 277.2 82.4
-----------------------------------------------------------------------------
Deferred taxes (benefits):
Federal 31.3 (196.7) 14.3
Net realized capital gains (losses) 12.6 (13.9) (28.3)
-----------------------------------------------------------------------------
43.9 (210.6) (14.0)
-----------------------------------------------------------------------------
Total $ 90.1 $ 66.6 $ 68.4
=============================================================================
</TABLE>
Income taxes were different from the amount computed by applying the federal
income tax rate to income from continuing operations before income taxes for
the following reasons:
<TABLE>
<CAPTION>
(Millions) 1999 1998 1997
------------------------------------------------------------------------------------
<S> <C> <C> <C>
Income from continuing operations before
income taxes $ 271.3 $ 238.7 $ 236.3
Tax rate 35% 35% 35%
------------------------------------------------------------------------------------
Application of the tax rate 95.0 83.5 82.7
Tax effect of:
State income tax, net of federal benefit 1.6 2.0 2.1
Excludable dividends (6.1) (17.1) (15.6)
Other, net (0.4) (1.8) (0.8)
------------------------------------------------------------------------------------
Income taxes $ 90.1 $ 66.6 $ 68.4
=====================================================================================
</TABLE>
F-23
<PAGE>
Notes to Consolidated Financial Statements (continued)
9. Income Taxes (continued)
The tax effects of temporary differences that give rise to deferred tax assets
and deferred tax liabilities at December 31 are presented below:
<TABLE>
<CAPTION>
(Millions) 1999 1998
---------------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Insurance reserves $ 323.1 $ 324.1
Unrealized gains allocable to experience rated contracts -- 124.5
Net unrealized capital losses 90.5 --
Investment losses 1.3 --
Postretirement benefits other than pensions 24.8 27.6
Deferred compensation 42.5 37.3
Sale of individual life 44.9 48.9
Other 20.2 20.4
---------------------------------------------------------------------------------------
Total gross assets 547.3 582.8
---------------------------------------------------------------------------------------
Deferred tax liabilities:
Deferred policy acquisition costs 324.0 282.9
Market discount 6.5 4.5
Net unrealized capital gains -- 181.1
Unrealized losses allocable to experience rated contracts 66.4 --
---------------------------------------------------------------------------------------
Total gross liabilities 396.9 468.5
---------------------------------------------------------------------------------------
Net deferred tax asset $ 150.4 $ 114.3
=======================================================================================
</TABLE>
Net unrealized capital gains and losses are presented in shareholder's equity
net of deferred taxes.
Management believes that it is more likely than not that the Company will
realize the benefit of the net deferred tax asset. The Company expects
sufficient taxable income in the future to realize the net deferred tax asset
because of the Company's long-term history of having taxable income, which is
projected to continue.
The "Policyholders' Surplus Account," which arose under prior tax law, is
generally that portion of a life insurance company's statutory income that has
not been subject to taxation. As of December 31, 1983, no further additions
could be made to the Policyholders' Surplus Account for tax return purposes
under the Deficit Reduction Act of 1984. The balance in such account was
approximately $17.2 million at December 31, 1999. This amount would be taxed
only under certain conditions. No income taxes have been provided on this
amount since management believes under current tax law the conditions under
which such taxes would become payable are remote.
The Internal Revenue Service (the "Service") has completed examinations of the
consolidated federal income tax returns of Aetna through 1994. Discussions are
being held with the Service with respect to proposed adjustments. Management
believes there are adequate defenses against, or sufficient reserves to provide
for, any such adjustments. The Service has commenced its examinations for the
years 1995 through 1997.
F-24
<PAGE>
Notes to Consolidated Financial Statements (continued)
10. Benefit Plans
Aetna has noncontributory defined benefit pension plans covering substantially
all employees. Aetna's accrued pension cost has been allocated to its
subsidiaries, including the Company, under an allocation based on eligible
salaries. Data on a separate company basis regarding the proportionate share of
the projected benefit obligation and plan assets is not available. The
accumulated benefit obligation and plan assets are recorded by Aetna. As of the
measurement date (September 30), fair value of plan assets exceed projected
benefit obligations. Allocated pretax charges to operations for the pension
plan (based on the Company's total salary cost as a percentage of Aetna's total
salary cost) were $6.6 million and $3.0 million for the years ended December
31, 1999 and 1997, respectively. There were no charges in 1998 due to favorable
plan asset performance.
Effective January 1, 1999, the Company, in conjunction with Aetna, changed the
formula from the previous final average pay formula to a cash balance formula,
which will credit employees annually with an amount equal to a percentage of
eligible pay based on age and years of service as well as an interest credit
based on individual account balances. The formula also provides for a
transition period until December 1, 2006, which allows certain employees to
receive vested benefits at the higher of the final average pay or cash balance
formula. The changing of this formula did not have a material effect on the
Company's results of operations, liquidity or financial condition.
In addition to providing pension benefits, Aetna currently provides certain
health care and life insurance benefits for retired employees. A comprehensive
medical and dental plan is offered to all full-time employees retiring at age
45 with 10 years of service. The company provides subsidized benefits to
employees whose sum of age and service is at least equal to 65. There is a cap
on the portion of the cost paid by the Company relating to medical and dental
benefits. The costs to the Company associated with the Aetna postretirement
plans for 1999, 1998 and 1997 were $2.1 million, $1.0 million and $2.4 million,
respectively.
The Company, in conjunction with Aetna, has a non-qualified pension plan
covering certain agents. The plan provides pension benefits based on annual
commission earnings. As of the measurement date (September 30), accumulated
benefit obligations exceeded fair value of plan assets.
The Company, in conjunction with Aetna, also provides certain postretirement
health care and life insurance benefits for certain agents. The costs to the
Company associated with the agents' postretirement plans for 1999, 1998 and
1997 were $2.1 million, $1.4 million and $0.6 million, respectively.
Incentive Savings Plan--Substantially all employees are eligible to participate
in a savings plan under which designated contributions, which may be invested
in common stock of Aetna or certain other investments, are matched, up to 5% of
compensation, by Aetna. Pretax charges to operations for the incentive savings
plan were $7.7 million, $5.3 million and $5.0 million in 1999, 1998 and 1997,
respectively.
Stock Plans--Aetna has a stock incentive plan that provides for stock options,
deferred contingent common stock or equivalent cash awards or restricted stock
to employees. Executive, middle
F-25
<PAGE>
Notes to Consolidated Financial Statements (continued)
10. Benefit Plans (continued)
management and non-management employees may be granted options to purchase
common stock of Aetna at or above the market price on the date of grant.
Options generally become 100% vested three years after the grant is made, with
one-third of the options vesting each year. Aetna does not recognize
compensation expense for stock options granted at or above the market price on
the date of grant under its stock incentive plans. In addition, executives may,
from time to time, be granted incentive units which are rights to receive
common stock or an equivalent value in cash. The incentive units may vest
within a range from 0% to 175% at the end of a four year period based on the
attainment of performance goals. The costs to the Company associated with the
Aetna stock plans for 1999, 1998 and 1997, were $0.4 million, $4.2 million and
$2.9 million, respectively.
11. Related Party Transactions
Investment Advisory and Other Fees
The Company serves as investment advisor to the Aetna managed mutual funds and
variable funds (collectively, the Funds). Under the advisory agreements, the
Funds pay the Company a daily fee which, on an annual basis, ranged, depending
on the fund, from 0.25% to 0.95% of their average daily net assets. The Company
is also compensated by the Separate Accounts (variable funds) for bearing
mortality and expense risks pertaining to variable life and annuity contracts.
Under the insurance and annuity contracts, the Separate Accounts pay the
Company a daily fee which, on an annual basis is, depending on the product, up
to 2.15% of their average daily net assets. The amount of compensation and fees
received from the Funds and Separate Accounts, included in charges assessed
against policyholders and other income, amounted to $424.2 million, $349.0
million and $271.2 million in 1999, 1998 and 1997, respectively.
Reinsurance Transactions
Effective December 31, 1988, the Company entered into a modified coinsurance
reinsurance agreement ("MODCO") with Aetna Life Insurance Company ("Aetna
Life"), an affiliate company, in which substantially all of the
non-participating individual life and annuity business written by Aetna Life
prior to 1981 was assumed by the Company. Effective January 1, 1997, this
agreement was amended to transition (based on underlying investment rollover in
Aetna Life) from a modified coinsurance arrangement to a coinsurance agreement.
As a result of this change, reserves were ceded to the Company from Aetna Life
as investment rollover occurred. Effective October 1, 1998, this agreement was
fully transitioned to a coinsurance arrangement and this business along with
the Company's direct individual non-participation life insurance business was
sold to Lincoln. (Refer to note 3).
The operating results of the domestic individual life business are presented as
Discontinued Operations. Premiums of $17.9 million, $336.3 million and $176.7
million and current and future benefits of $8.6 million, $341.1 million and
$183.9 million, were assumed in 1999, 1998 and 1997, respectively. Investment
income of $17.0 million and $37.5 million was generated from a reinsurance loan
to affiliate for the years ended December 31, 1998 and 1997, respectively.
Prior to the sale of the domestic individual life insurance business to Lincoln
on October 1, 1998, the Company's retention limit per individual life was $2.0
million and amounts in excess of this
F-26
<PAGE>
Notes to Consolidated Financial Statements (continued)
11. Related Party Transactions (continued)
limit, up to a maximum of $8.0 million on any new individual life business was
reinsured with Aetna Life on a yearly renewable term basis. Premium amounts
related to this agreement were $2.0 million and $5.9 million for 1998 and 1997,
respectively. This agreement was terminated effective October 1, 1998.
Effective October 1, 1997, the Company entered into a reinsurance agreement
with Aetna Life to assume amounts in excess of $0.2 million for certain of its
participating life insurance, on a yearly renewable term basis. Premium amounts
related to this agreement were $4.4 million in1998. The business assumed under
this agreement was retroceded to Lincoln effective October 1, 1998.
On December 16, 1988, the Company assumed $25.0 million of premium revenue from
Aetna Life for the purchase and administration of a life contingent single
premium variable payout annuity contract. In addition, the Company is also
responsible for administering fixed annuity payments that are made to
annuitants receiving variable payments. Reserves of $115.3 million and $87.8
million were maintained for this contract as of December 31, 1999 and 1998,
respectively.
Capital Transactions
The Company received no capital contributions in 1999. In 1998, the Company
received a capital contribution of $9.3 million in cash from HOLDCO. In 1997,
the Company returned capital of $5.0 million to HOLDCO.
Refer to note 7 for dividends paid to HOLDCO.
Other
Premiums due and other receivables include $10.5 million and $1.6 million due
from affiliates in 1999 and 1998, respectively. Other liabilities include $1.9
million and $2.2 million due to affiliates for 1999 and 1998, respectively.
Aetna transferred to the Company $0.8 million, $1.7 million and $3.8 million
based on its decision not to settle state tax liabilities for the years 1999,
1998 and 1997, respectively, as permitted under the tax sharing arrangement,
which is reported in other changes in retained earnings.
Substantially all of the administrative and support functions of the Company
are provided by Aetna and its affiliates. The financial statements reflect
allocated charges for these services based upon measures appropriate for the
type and nature of service provided.
12. Reinsurance
On October 1, 1998, the Company sold its domestic individual life insurance
business to Lincoln for $1 billion in cash. The transaction is generally in the
form of an indemnity reinsurance arrangement, under which Lincoln contractually
assumed from the Company certain policyholder liabilities and obligations,
although the Company remains directly obligated to policyholders. (Refer to
note 3)
F-27
<PAGE>
Notes to Consolidated Financial Statements (continued)
12. Reinsurance (continued)
Effective January 1, 1998, 90% of the mortality risk on substantially all
individual universal life product business written from June 1, 1991 through
October 31, 1997 was reinsured externally. Beginning November 1, 1997, 90% of
new business written on these products was reinsured externally. Effective
October 1, 1998 this agreement was assigned from the third party reinsurer to
Lincoln.
The following table includes premium amounts ceded/assumed as discussed in note
11.
<TABLE>
<CAPTION>
Ceded to Assumed
Direct Other from Other Net
(Millions) Amount Companies Companies Amount
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1999
----
Premiums:
Discontinued Operations $ 460.1 $ 478.0 $ 17.9 $ --
Accident and Health Insurance 33.4 33.4 -- --
Annuities 111.5 4.9 .9 107.5
---------------------------------------------------------------------------------------
Total earned premiums $ 605.0 $ 516.3 $ 18.8 $ 107.5
=======================================================================================
1998
----
Premiums:
Discontinued Operations $ 166.8 $ 165.4 $ 340.6 $ 342.0
Accident and Health Insurance 16.3 16.3 -- --
Annuities 80.8 2.9 1.5 79.4
---------------------------------------------------------------------------------------
Total earned premiums $ 263.9 $ 184.6 $ 342.1 $ 421.4
=======================================================================================
1997
----
Premiums:
Discontinued Operations $ 35.7 $ 15.1 $ 177.4 $ 198.0
Accident and Health Insurance 5.6 5.6 -- --
Annuities 67.9 -- 1.2 69.1
---------------------------------------------------------------------------------------
Total earned premiums $ 109.2 $ 20.7 $ 178.6 $ 267.1
=======================================================================================
</TABLE>
F-28
<PAGE>
Notes to Consolidated Financial Statements (continued)
13. Segment Information
Summarized financial information for the Company's principal operations was as
follows:
<TABLE>
<CAPTION>
Investment
Year ended December 31, Financial Management Discontinued
1999 (Millions) Products (1) Services (1) Operations (1) Other (1) Total
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue from external
customers $ 551.1 $ 118.3 -- $ (43.9) $ 625.5
Net investment income 881.5 1.5 -- 3.3 886.3
---------------------------------------------------------------------------------------------------------
Total revenue excluding net
realized capital losses $ 1,432.6 $ 119.8 -- $ (40.6) $ 1,511.8
=========================================================================================================
Amortization of deferred policy
acquisition costs $ 93.4 $ 11.5 $ 104.9
---------------------------------------------------------------------------------------------------------
Income taxes (benefits) $ 87.0 $ 16.5 $ (13.4) $ 90.1
---------------------------------------------------------------------------------------------------------
Operating earnings (losses) (2) $ 192.1 $ 28.1 -- $ (7.5) $ 212.7
Other item (3) -- -- (17.5) (17.5)
Net realized capital losses,
net of tax (14.0) -- -- (14.0)
---------------------------------------------------------------------------------------------------------
Income (loss) from continuing
operations 178.1 28.1 -- (25.0) 181.2
Discontinued operations,
net of tax:
Amortization of deferred
gain on sale -- $ 5.7 -- 5.7
---------------------------------------------------------------------------------------------------------
Net income (loss) $ 178.1 $ 28.1 $ 5.7 $ (25.0) $ 186.9
=========================================================================================================
Segment assets $ 53,324.4 $ 73.2 $ 2,989.0 $ 56,386.6
---------------------------------------------------------------------------------------------------------
Expenditures for long-lived
assets (4) -- -- -- $ 5.7 $ 5.7
---------------------------------------------------------------------------------------------------------
Balance of long-lived assets -- -- -- $ 16.5 $ 16.5
---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Financial Products include: deferred and immediate annuity contracts,
mutual funds, programs offered to qualified plans and nonqualified
deferred compensation plans that package administrative and recordkeeping
services along with a menu of investment options, investment advisory
services and pension plan administrative services. Investment Management
Services include the following services: investment advisory to affiliated
and unaffiliated institutional and retail clients, underwriting,
distribution for Company products and trustee, administrative and other
fiduciary services to retirement plans. (Refer to notes 1 and 2.)
Discontinued operations include life insurance products. (Refer to note
3.) Other includes consolidating adjustments and Year 2000 costs.
(2) Operating earnings is comprised of net income (loss) excluding net
realized capital gains and losses and any other items. While operating
earnings is the measure of profit or loss used by the Company's management
when assessing performance or making operating decisions, it does not
replace operating income or net income as a measure of profitability.
(3) Other item excluded from operating earnings represents after-tax Year 2000
costs of $17.5 million
(4) Expenditures of long-lived assets represents additions to property and
equipment not allocable to business segments.
F-29
<PAGE>
Notes to Consolidated Financial Statements (continued)
13. Segment Information (continued)
<TABLE>
<CAPTION>
Investment
Year ended December 31, Financial Management Discontinued
1998 (Millions) Products (1) Services (1) Operations (1) Other (1) Total
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue from external
customers $ 445.6 $ 96.7 -- $ (38.4) $ 503.9
Net investment income 865.3 1.5 -- 5.0 871.8
--------------------------------------------------------------------------------------------------------
Total revenue excluding net
realized capital gains $ 1,310.9 $ 98.2 -- $ (33.4) $ 1,375.7
========================================================================================================
Amortization of deferred policy
acquisition costs $ 80.3 -- -- $ 10.9 $ 91.2
--------------------------------------------------------------------------------------------------------
Income Taxes (benefits) $ 67.7 $ 14.7 -- $ (15.8) $ 66.6
--------------------------------- ---------- ------- -- ------- ----------
Operating earnings (2) $ 170.3 $ 24.0 -- $ (7.1) $ 187.2
Other item (3) -- -- -- (22.4) (22.4)
Net realized capital gains,
net of tax 7.3 -- -- -- 7.3
--------------------------------------------------------------------------------------------------------
Income from continuing
operations 177.6 24.0 -- (29.5) 172.1
Discontinued operations,
net of tax:
Income from operations -- -- $ 61.8 -- 61.8
Immediate gain on sale -- -- 59.0 -- 59.0
--------------------------------------------------------------------------------------------------------
Net income (loss) $ 177.6 $ 24.0 $ 120.8 $ (29.5) $ 292.9
========================================================================================================
Segment assets $ 44,366.4 $ 13.4 $ 2,946.4 $ 47,326.2
--------------------------------------------------------------------------------------------------------
Expenditures for long-lived
assets (4) -- -- -- $ 9.0 $ 9.0
--------------------------------------------------------------------------------------------------------
Balance of long-lived assets $ 14.8 $ 14.8
--------------------------------------------------------------------------------------------------------
</TABLE>
(1) Financial products include: deferred and immediate annuity contracts,
mutual funds, programs offered to qualified plans and nonqualified
deferred compensation plans that package administrative and recordkeeping
services along with a menu of investment options, investment advisory
services and pension plan administrative services. Investment Management
Services include the following services: investment advisory to affiliated
and unaffiliated institutional and retail clients, underwriting,
distribution for Company products and trustee, administrative and other
fiduciary services to retirement plans. (Refer to notes 1 and 2.)
Discontinued operations include life insurance products. (Refer to note
3.) Other includes consolidating adjustments and Year 2000 costs.
(2) Operating earnings is comprised of net income (loss) excluding net
realized capital gains and losses and any other items. While operating
earnings is the measure of profit or loss used by the Company's management
when assessing performance or making operating decisions, it does not
replace operating income or net income as a measure of profitability.
(3) Other item excluded from operating earnings represents after-tax Year 2000
costs of $22.4 million
(4) Expenditures of long-lived assets represents additions to property and
equipment not allocable to business segments.
F-30
<PAGE>
Notes to Consolidated Financial Statements (continued)
13. Segment Information (continued)
<TABLE>
<CAPTION>
Investment
Year ended December 31, Financial Management Discontinued
1997 (Millions) Products (1) Services (1) Operations (1) Other (1) Total
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue from external
customers $ 371.5 $80.3 -- $(23.9) $ 427.9
Net investment income 876.7 1.4 -- 3.6 881.7
--------------------------------------------------------------------------------------------------------
Total revenue excluding net
realized capital gains $ 1,248.2 $81.7 -- $(20.3) $ 1,309.6
========================================================================================================
Amortization of deferred policy
acquisition costs $ 57.2 -- -- $ 9.1 $ 66.3
--------------------------------------------------------------------------------------------------------
Income Taxes (benefits) $ 59.7 $11.9 -- $ (3.2) $ 68.4
--------------------------------------------------------------------------------------------------------
Operating earnings (2) $ 134.9 $19.7 -- $ (5.9) $ 148.7
Net realized capital gains,
net of tax 19.2 -- -- -- 19.2
--------------------------------------------------------------------------------------------------------
Income from continuing
operations 154.1 $19.7 -- (5.9) 167.9
Discontinued operations,
net of tax:
Income from operations -- -- $ 67.8 -- 67.8
Deferred gain on sale -- -- -- -- --
--------------------------------------------------------------------------------------------------------
Net income (loss) $ 154.1 $19.7 $ 67.8 $ (5.9) $ 235.7
========================================================================================================
Segment assets $ 36,379.5 $17.9 $ 3,792.5 -- $ 40,189.9
--------------------------------------------------------------------------------------------------------
Expenditures for long-lived
assets (3) -- -- -- $ 10.0 $ 10.0
--------------------------------------------------------------------------------------------------------
Balance of long-lived assets $ 12.7 $ 12.7
--------------------------------------------------------------------------------------------------------
</TABLE>
(1) Financial products include: deferred and immediate annuity contracts,
mutual funds, programs offered to qualified plans and nonqualified
deferred compensation plans that package administrative and recordkeeping
services along with a menu of investment options, investment advisory
services and pension plan administrative services. Investment Management
Services include the following services: investment advisory to affiliated
and unaffiliated institutional and retail clients, underwriting,
distribution for Company products and trustee, administrative and other
fiduciary services to retirement plans. (Refer to notes 1 and 2.)
Discontinued operations include life insurance products. (Refer to note
3.) Other includes consolidating adjustments and Year 2000 costs.
(2) Operating earnings is comprised of net income (loss) excluding net
realized capital gains and losses and any other items. While operating
earnings is the measure of profit or loss used by the Company's management
when assessing performance or making operating decisions, it does not
replace operating income or net income as a measure of profitability.
(3) Expenditures of long-lived assets represents additions to property and
equipment not allocable to business segments.
F-31
<PAGE>
Notes to Consolidated Financial Statements (continued)
14. Commitments and Contingent Liabilities
Commitments
Through the normal course of investment operations, the Company commits to
either purchase or sell securities or money market instruments at a specified
future date and at a specified price or yield. The inability of counterparties
to honor these commitments may result in either higher or lower replacement
cost. Also, there is likely to be a change in the value of the securities
underlying the commitments. At December 31,1998, the Company had off-balance
sheet commitments to purchase investments of $68.7 million with an estimated
fair value of $68.9 million. At December 31, 1999, there were no off-balance
sheet commitments.
Litigation
The Company is involved in numerous lawsuits arising, for the most part, in the
ordinary course of its business operations. While the ultimate outcome of
litigation against the Company cannot be determined at this time, after
consideration of the defenses available to the Company and any related reserves
established, it is not expected to result in liability for amounts material to
the financial condition of the Company, although it may adversely affect
results of operations in future periods.
F-32
<PAGE>
Form No. SAI.49176-00 ALIAC Ed. December 2000
<PAGE>
VARIABLE ANNUITY ACCOUNT B
PART C - OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
(1) Included in Part A:
Condensed Financial Information
(2) Included in Part B:
Financial Statements of Variable Annuity Account B:
- Statement of Assets and Liabilities as of December 31, 1999
- Statement of Operations for the year ended December 31, 1999
- Statements of Changes in Net Assets for the years ended
December 31, 1999 and 1998
- Condensed Financial Information for the year ended
December 31, 1999
- 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, 1999, 1998 and 1997
- Consolidated Balance Sheets as of December 31, 1999 and 1998
- Consolidated Statements of Changes in Shareholder's Equity
for the years ended December 31, 1999, 1998 and 1997
- Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997
- 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)
(3.3) Broker-Dealer Agreement dated June 7, 2000 between Aetna Life
Insurance and Annuity Company and Aetna Investment Services,
Inc. (AISI) and Letter of Assignment to AISI.
(3.4) Underwriting Agreement dated November 17, 2000 between Aetna
Life Insurance and Annuity Company and Aetna Investment
Services, Inc.
(4.1) Variable Annuity Contract (G-CCV-00)(4)
(4.2) Variable Annuity Contract Certificate (GC-CVA-00)(4)
(5) Not applicable
(6.1) Certificate of Incorporation of Aetna Life Insurance and
Annuity Company(5)
<PAGE>
(6.2) Amendment of Certificate of Incorporation of Aetna Life
Insurance and Annuity Company(6)
(6.3) By-Laws as amended September 17, 1997 of Aetna Life Insurance
and Annuity Company(7)
(7) Not applicable
(8.1) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and AIM dated June 30, 1998(8)
(8.2) Service Agreement between Aetna Life Insurance and Annuity
Company and AIM effective June 30, 1998(8)
(8.3) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Alliance Capital dated March 1, 2000(9)
(8.4) Service Agreement between Aetna Life Insurance and Annuity
Company and Alliance Capital dated March 1, 2000(9)
(8.5) 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)
(8.6) 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)
(8.7) Second Amendment dated December 31, 1999 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 and amended on
November 9, 1998(11)
(8.8) Third Amendment dated February 11, 2000 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 and amended on November 9, 1998 and December 31,
1999(12)
(8.9) Fourth Amendment dated May 1, 2000 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 and amended on
November 9, 1998, December 31, 1999 and February 11, 2000(12)
<PAGE>
(8.10) 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)
(8.11) 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)
(8.12) Second Amendment dated February 11, 2000 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
and November 14, 1998(12)
(8.13) Third Amendment dated May 1, 2000 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, November 14, 1998
and February 11, 2000(12)
(8.14) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company, Variable Insurance Products Fund and Fidelity
Distributors Corporation dated February 1, 1994 and amended on
December 15, 1994, February 1, 1995, May 1, 1995,
January 1, 1996 and March 1, 1996(6)
(8.15) 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(13)
(8.16) 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(14)
(8.17) 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)
<PAGE>
(8.18) Eighth Amendment dated December 1, 1999 to 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, November 6, 1997 and May 1, 1998(11)
(8.19) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company, Variable Insurance Products Fund II and
Fidelity Distributors Corporation dated February 1, 1994 and
amended on December 15, 1994, February 1, 1995, May 1, 1995,
January 1, 1996 and March 1, 1996(6)
(8.20) 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(13)
(8.21) 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(15)
(8.22) 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)
(8.23) Eighth Amendment dated December 1, 1999 to 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, January 20, 1998
and May 1, 1998(11)
(8.24) Service Agreement between Aetna Life Insurance and Annuity
Company and Fidelity Investments Institutional Operations
Company dated as of November 1, 1995(16)
(8.25) 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(13)
(8.26) Service Contract between Fidelity Distributors Corporation and
Aetna Life Insurance and Annuity Company dated May 2, 1997(10)
(8.27) Fund Participation Agreement among Janus Aspen Series and Aetna
Life Insurance and Annuity Company and Janus Capital
Corporation dated December 8, 1997(17)
<PAGE>
(8.28) 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)
(8.29) Second Amendment dated December 1, 1999 to Fund Participation
Agreement among Janus Aspen Series and Aetna Life Insurance and
Annuity Company and Janus Capital Corporation dated December 8,
1997 and amended on October 12, 1998(11)
(8.30) Amendment dated as of August 1, 2000 to Fund Participation
Agreement among Janus Aspen Series and Aetna Life Insurance and
Annuity Company and Janus Capital Corporation dated
December 8, 1997, as amended on October 12, 1998 and
December 1, 1999(18)
(8.31) Service Agreement between Janus Capital Corporation and Aetna
Life Insurance and Annuity Company dated December 8, 1997(17)
(8.32) First Amendment dated as of August 1, 2000 to Service Agreement
between Janus Capital Corporation and Aetna Life Insurance and
Annuity Company dated December 8, 1997(18)
(8.33) Distribution and Shareholder Services Agreement - Service
Shares of Janus Aspen Series (for Insurance Companies) dated
August 1, 2000 between Janus Distributors, Inc. and Aetna Life
Insurance and Annuity Company(18)
(8.34) 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)
(8.35) 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(8)
(8.36) Fifth Amendment dated May 1, 1998 to Fund Participation
Agreement by and among MFS Variable Insurance Trust, Aetna Life
Insurance and Annuity Company and Massachusetts Financial
Services Company dated April 30, 1996, and amended on
September 3, 1996, March 14, 1997 and November 28, 1997(19)
(8.37) Fifth Amendment dated July 1, 1999 to Fund Participation
Agreement by and among MFS Variable Insurance Trust, Aetna Life
Insurance and Annuity Company and Massachusetts Financial
Services Company dated April 30, 1996, and amended on
September 3, 1996, March 14, 1997, November 28, 1997 and
May 1, 1998(20)
(8.38) Fund Participation Agreement dated May 1, 1999 between Aetna
Life Insurance and Annuity Company, Mitchell Hutchins Series
Trust, and Mitchell Hutchins Asset Management, Inc.(21)
(8.39) Service Agreement dated May 1, 1999 between Mitchell Hutchins
Asset Management, Inc. and Aetna Life Insurance and Annuity
Company(21)
(8.40) Fund Participation Agreement dated March 11, 1997 between Aetna
Life Insurance and Annuity Company and Oppenheimer Variable
Annuity Account Funds and Oppenheimer Funds, Inc.(22)
<PAGE>
(8.41) First Amendment dated December 1, 1999 to Fund Participation
Agreement between Aetna Life Insurance and Annuity Company and
Oppenheimer Variable Annuity Account Funds and Oppenheimer
Funds, Inc. dated March 11, 1997(11)
(8.42) Service Agreement effective as of March 11, 1997 between
Oppenheimer Funds, Inc. and Aetna Life Insurance and Annuity
Company(22)
(8.43) First Amendment dated October 1, 2000 to Service Agreement
between Aetna Life Insurance and Annuity Company and A I M
Advisors, Inc. dated June 30, 1998.
(8.44) Sixth Amendment dated November 17, 2000 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, November 28,
1997, May 1, 1998 and July 1, 1999.
(9) Opinion and Consent of Counsel
(10) Consent of Independent Auditors
(11) Not applicable
(12) Not applicable
(13) Schedule for Computation of Performance Data
(14.1) Powers of Attorney
(14.2) 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 Pre-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 333-37448), as filed on August 11, 2000.
5. 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.
6. 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.
7. 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.
8. 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.
9. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-4 (File No. 333-87305), as filed on April 26, 2000.
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. 19 to
Registration Statement on Form N-4 (File No. 333-01107), as filed on
February 16, 2000.
12. Incorporated by reference to Post-Effective Amendment No. 20 to
Registration Statement on Form N-4 (File No. 333-01107), as filed on April
4, 2000.
13. 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.
14. 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.
15. 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.
<PAGE>
16. 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.
17. 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.
18. Incorporated by reference to Post-Effective Amendment No. 22 to
Registration Statement on Form N-4 (File No. 333-01107), as filed on August
14, 2000.
19. 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.
20. Incorporated by reference to Post-Effective Amendment No. 11 to
Registration Statement on Form N-4 (File No. 333-56297), as filed on
November 23, 1999.
21. 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.
22. Incorporated by reference to Post-Effective Amendment No. 27 to
Registration Statement on Form N-4 (File No. 33-34370), as filed on April
16, 1997.
23. Incorporated by reference to Post-Effective Amendment No. 10 to
Registration Statement on Form N-4 (File No. 333-09515), as filed on
September 28, 2000.
<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
Allan Baker Director and Senior Vice President
Catherine H. Smith Director, Senior Vice President and Chief
Financial Officer
Kirk P. Wickman Senior Vice President, General Counsel and
Corporate Secretary
Deborah Koltenuk Vice President, Corporate Controller and Assistant
Treasurer
Brian Murphy Vice President and Chief Compliance Officer
</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 Post-Effective Amendment No.
23 to the Registration Statement on Form N-4 (File No. 33-75962), as filed on
August 18, 2000.
ITEM 27. NUMBER OF CONTRACT OWNERS
As of August 31, 2000, there were 101,879 individual holders of interests
in variable annuity contracts funded through Variable Annuity Account B.
ITEM 28. INDEMNIFICATION
Section 33-779 of the Connecticut General Statutes ("CGS") 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 CGS. Reference is hereby made to Section 33-771(e) of the 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, 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
<PAGE>
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.
Pursuant to Section 33-771(d), 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, employee or
agent of the corporation. Consistent with the statute, Aetna Inc. has procured
insurance from Lloyd's of London and several major United States and
international 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 for the
Registrant, Aetna Investment Services, LLC (AIS) (formerly Aetna
Investment Services, Inc.) also acts as the principal underwriter
for Aetna Income Shares, Aetna Variable Fund, Aetna Variable Encore
Fund, Aetna Balanced VP, Inc., Aetna Variable Portfolios, Inc., Aetna
Generation Portfolios, Inc., Aetna GET Fund, and Portfolio Partners,
Inc. (all management investment companies registered under the
Investment Company Act of 1940 (1940 Act)). Additionally, AIS acts as
the principal underwriter for Variable Life Account B of Aetna Life
Insurance and Annuity Company (Aetna), Variable Life Account C 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). AIS 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).
<PAGE>
(b) The following are the directors and principal officers of the
Principal Underwriter:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with
Business Address* Principal Underwriter
------------------ ---------------------------
<S> <C>
Maureen M. Gillis Director and President
Allan Baker Director and Senior Vice President
Robert L. Francis Director and Senior Vice President
Marie Augsberger Senior Vice President
Steven A. Haxton Senior Vice President
Gary J. Hegedus Senior Vice President
Deborah Koltenuk Vice President, Treasurer and Chief Financial
Officer
Therese Squillacote Vice President and Chief Compliance Officer
John F. Todd Corporate Secretary and Counsel (Chief Legal
Officer)
Martin T. Conroy Vice President and Assistant Treasurer
Reginald Bowen Vice President
Christina Lareau Vice President
Dwyatt McClain Vice President
Terran Titus Vice President
William T. Abramowicz Vice President
Douglas J. Ambrose Vice President
Louis E. Bachetti Vice President
Ronald R. Barhorst Vice President
Robert H. Barley Vice President
Steven M. Bresler Vice President
David Brounley Vice President
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with
Business Address* Principal Underwriter
------------------ ---------------------------
<S> <C>
Daniel P. Charles Vice President
Brian D. Comer Vice President
Albert J. DiCristofaro, Jr. Vice President
John B. Finigan Vice President
Brian P. Harrington Vice President
Bernard P. Heffernon Vice President
William S. Jasien Vice President
Jess D. Kravitz Vice President
George D. Lessner Vice President
Katherine E. Lewis Vice President
Susan J. Lewis Vice President
James F. Lille Vice President
David J. Linney Vice President
Richard T. Mason Vice President
Joseph F. McClain Vice President
Pamela Mulvey Vice President
W. Michael Montgomery Vice President
Scott T. Neeb Vice President
Patrick F. O'Christie Vice President
Paulette Playce Vice President
Marcellous J. Reed Vice President
Charles A. Dklader Vice President
Frank W. Snodgrass Vice President
S. Bradford Vaughan, Jr. Vice President
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with
Business Address* Principal Underwriter
------------------ ---------------------------
<S> <C>
Mark Woolhiser Vice President
David A. Kelsey Assistant Vice President
Rose-Marie DeRensis Assistant Corporate Secretary
Melinda L. Dziavit Assistant Corporate Secretary
</TABLE>
*The principal business address of all directors and officers listed is: 151
Farmington Avenue, Hartford, Connecticut 06156
(c) Not Applicable
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
(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.
<PAGE>
(d) The Company hereby represents that it is relying upon and complies 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 Pre-Effective Amendment to its
Registration Statement on Form N-4 (File No. 333-49176) to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Hartford,
State of Connecticut, on the 30th day of November, 2000.
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 Pre-Effective Amendment No.
1 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 )
)
Allan Baker* Director ) November
------------------------- ) 30, 2000
Allan Baker )
)
Catherine H. Smith* Director and Chief Financial Officer )
------------------------- )
Catherine H. Smith )
)
Deborah Koltenuk* Corporate Controller )
------------------------- )
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>
99-B.3.3 Broker-Dealer Agreement dated June 7, 2000 between Aetna Life Insurance and Annuity
Company and Aetna Investment Services, Inc.
99-B.3.4 Underwriting Agreement dated November 17, 2000 between Aetna Life Insurance and
Annuity Company and Aetna Investment Services, Inc.
99-B.8.43 First Amendment dated October 1, 2000 to Service Agreement between Aetna Life Insurance
and Annuity Company and A I M Advisors, Inc. dated June 30, 1998.
99-B.8.44 Sixth Amendment dated November 17, 2000 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, November 28, 1997, May 1, 1996 and July 1, 1999.
99-B.9 Opinion and Consent of Counsel
99-B.10 Consent of Independent Auditors
99-B.13 Schedule for Computation of Performance Data
99-B.14.1 Power of Attorney
</TABLE>
