<PAGE>
As filed with the Securities and Exchange Registration No. 333-56297
Commission on December 13, 2000 Registration No. 811-2512
-------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
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POST-EFFECTIVE AMENDMENT NO. 20 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
and Amendment to
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
-------------------------------------------------------------------------------
Variable Annuity Account B of Aetna Life Insurance and Annuity Company
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, TS31, Hartford, Connecticut 06156
Depositor's Telephone Number, including Area Code: (860) 273-4686
Julie E. Rockmore, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, TS31, Hartford, Connecticut 06156
(NAME AND ADDRESS OF AGENT FOR SERVICE)
-------------------------------------------------------------------------------
It is proposed that this filing will become effective:
___ immediately upon filing pursuant to paragraph (b) of Rule 485
_X_ on December 14, 2000 pursuant to paragraph (b) of Rule 485
<PAGE>
VARIABLE ANNUITY ACCOUNT B
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
LOCATION - PROSPECTUS DATED
SEPTEMBER 20, 2000, AS AMENDED
BY ONE SUPPLEMENT DATED AUGUST 21, 2000,
ONE SUPPLEMENT DATED SEPTEMBER 20, 2000
ITEM NO. PART A (PROSPECTUS) TWO SUPPLEMENTS EACH DATED DECEMBER 14, 2000
AND ONE SUPPLEMENT DATED MARCH 1, 2001
<S> <C> <C>
1 Cover Page........................................... Cover Page
2 Definitions.......................................... Not Applicable
3 Synopsis............................................. Contract Overview; Fee Table, as amended
4 Condensed Financial Information...................... Condensed Financial Information; Appendix V
- Condensed Financial Information
5 General Description of Registrant, Depositor, and
Portfolio Companies.................................. Other Topics - The Company, as amended;
Variable Annuity Account B; Appendix IV -
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, as amended
12 Taxes................................................ Taxation
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOCATION - PROSPECTUS DATED
SEPTEMBER 20, 2000, AS AMENDED
FORM N-4 BY ONE SUPPLEMENT DATED AUGUST 21, 2000,
ITEM NO. PART A (PROSPECTUS) ONE SUPPLEMENT DATED SEPTEMBER 20, 2000,
TWO SUPPLEMENTS EACH DATED DECEMBER 14, 2000
AND ONE SUPPLEMENT DATED MARCH 1, 2001
<S> <C> <C>
13 Legal Proceedings.................................... Other Topics - Legal Matters and Proceedings
14 Table of Contents of the Statement of Additional
Information.......................................... Contents of the Statement of Additional
Information
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOCATION - STATEMENT OF
ADDITIONAL INFORMATION
DATED SEPTEMBER 20, 2000, AND
FORM N-4 PART B (STATEMENT OF AS AMENDED BY ONE SUPPLEMENT
ITEM NO. ADDITIONAL INFORMATION) DATED AUGUST 21, 2000
<S> <C> <C>
15 Cover Page........................................... Cover Page
16 Table of Contents.................................... Table of Contents
17 General Information and History...................... General Information and History, as
amended
18 Services............................................. General Information and History, as
amended; Independent Auditors
19 Purchase of Securities Being Offered................. Offering and Purchase of Contracts, as
amended
20 Underwriters......................................... Offering and Purchase of Contracts, as
amended
21 Calculation of Performance Data...................... Performance Data; Average Annual Total
Return Quotations
22 Annuity Payments..................................... Income Phase Payments
23 Financial Statements................................. Financial Statements
</TABLE>
PART C (OTHER INFORMATION)
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration Statement.
<PAGE>
PARTS A AND B
The Prospectus dated September 20, 2000, as amended by Supplements dated
August 21, 2000 and September 20, 2000, is incorporated into Part A of this
Post-Effective Amendment No. 20 by reference to Registrant's filings under
Rules 497(c) and 497(e), each as filed on September 20, 2000 (File No.
333-56297) and by reference to Post-Effective Amendment No. 19 to
Registration Statement as filed on September 6, 2000.
The Statement of Additional Information dated September 20, 2000, as amended
by Supplement dated August 21, 2000, is incorporated into Part B of this
Post-Effective Amendment No. 20 by reference to Registrant's filing under
Rule 485(b), as filed on September 20, 2000 (File No. 333-56297).
Two Supplements, each dated December 14, 2000, and one Supplement dated March
1, 2001 to the Prospectus are included in Part A of this Post-Effective
Amendment.
<PAGE>
VARIABLE ANNUITY ACCOUNT B
AETNA LIFE INSURANCE AND ANNUITY COMPANY
SUPPLEMENT DATED DECEMBER 14, 2000 TO PROSPECTUS DATED SEPTEMBER 20, 2000 AS
AMENDED BY SUPPLEMENTS DATED AUGUST 21, 2000, SEPTEMBER 20, 2000, DECEMBER 14,
2000 AND MARCH 1, 2001
The information in this supplement updates and amends certain information
contained in the prospectus dated September 20, 2000 and replaces
Supplement X.56297-00 dated September 20, 2000. You should read this supplement
along with the prospectus.
- The following footnote updates and replaces the footnote to Example A in the
"Hypothetical Example: If You Elect the Premium Bonus Option" for contracts
issued outside of the State of New York on page 13 of the prospectus:
* This example reflects deduction of an early withdrawal charge using the
early withdrawal charge schedule that applies to all contracts,
including Roth IRA contracts issued after September 19, 2000. This
example does not reflect the amount of any premium bonus forfeited
because of an early withdrawal during the first seven account years.
- The following footnote is added to Example A in the "Hypothetical Example: If
You Elect the Premium Bonus Option" for contracts issued in the State of New
York on page 15 of the prospectus:
** This example does not reflect the amount of any premium bonus forfeited
because of an early withdrawal during the first seven account years.
- The following information updates and replaces the subsection on
"Suitability" found on page 19 of the prospectus:
SUITABILITY. If you expect to make purchase payments to your account after
the first account year, the premium bonus option may not be right for you.
Your account will not be credited with a premium bonus for purchase payments
made after the first account year yet we will assess the premium bonus
option charge against your account value which is increased by these
additional purchase payments. Consequently, the amount of the premium bonus
option charge you would pay over time may be more than the amount of the
premium bonus we credited to your account. Also, if you anticipate that you
will need to make withdrawals from your account during the first seven
account years, you may not want to elect the premium bonus option. When you
make such a withdrawal you may forfeit part of your premium bonus, and the
amount of the premium bonus option charge you have paid may be more than the
amount of the premium bonus not forfeited. Likewise, if you make a
withdrawal during the first seven account years and the market is down, the
amount of the bonus forfeited may be greater than the then current market
value of the premium bonus. Your sales representative can help you decide if
the premium bonus option is right for you.
- The following information updates and replaces the "Systematic Distribution
Option Availability" paragraph on page 34 of the prospectus.
SYSTEMATIC DISTRIBUTION OPTION AVAILABILITY. Withdrawals under a systematic
distribution option are limited to your free withdrawal amount. See
"Fees--Early Withdrawal Charge--Free Withdrawals." 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.
- The following information updates and replaces the "Death Benefit" Section in
Appendix I--ALIAC Guaranteed Account:
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.
X.56297-00A December 2000
<PAGE>
- [The following information replaces the descriptions of the Mitchell Hutchins
Series Trust Growth and Income, Small Cap and Tactical Allocation Portfolios
in Appendix III--Description of Underlying Funds:
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 SMALL CAP PORTFOLIO (CLASS I SHARES)
EFFECTIVE SEPTEMBER 15, 2000 THIS FUND IS CLOSED TO NEW INVESTORS AND TO NEW
INVESTMENTS FROM EXISTING INVESTORS.
INVESTMENT OBJECTIVE
Has an investment objective of long-term capital appreciation.
POLICIES
Invests primarily in stocks of small capitalization ("small cap") companies
that the subadviser believes have substantial potential for capital growth.
The fund considers companies that have market capitalizations of up to
$1.5 billion to be small cap.
May invest, to a lesser extent, in stocks of larger companies and in bonds
and money market instruments. 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 options, futures contracts and other derivatives as part of
its investment strategy or to help manage portfolio risks. In deciding which
securities to buy and sell for the fund, the subadviser generally considers
the relevant economic and political outlook, the values of the specific
securities relative to other investments, trends in the determinants of
corporate profits, and management capability and practices.
<PAGE>
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.
- LIMITED CAPITALIZATION RISK--Equity risk is greater for the common stocks
of small cap companies because they generally are more vulnerable than
large or mid cap companies to adverse business or economic developments
and they may have more limited resources.
- 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.
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.]
X.56297-00A December 2000
<PAGE>
VARIABLE ANNUITY ACCOUNT B
AETNA LIFE INSURANCE AND ANNUITY COMPANY
SUPPLEMENT DATED DECEMBER 14, 2000 TO SEPTEMBER 20, 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 investment adviser to GET L.
We will offer GET L shares only during its offering period, which is scheduled
to run from December 14, 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.GETL56297-00 December 2000
<PAGE>
The following information supplements the "Fee Table" contained in the
prospectus:
MAXIMUM FEES DEDUCTED FROM INVESTMENTS IN THE SEPARATE ACCOUNT
In addition to the amounts currently listed under the heading "Fee Table" in the
prospectus, we will make a daily deduction of a GET 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 (including
the optional 0.50% Premium Bonus Option Charge
(1))............................................ 2.40%(2)
</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(3) OTHER EXPENSES(4) (AFTER EXPENSE REIMBURSEMENT)(5)
-------------------- --------------------- ------------------------------------
<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.
--------------------------------
(1) If you elect the premium bonus option, the premium bonus option charge is
assessed during the first seven account years. After the seventh account
year, or if you do not elect the premium bonus option, the maximum total
separate account expenses you would pay is 1.90%.
(2) The total separate account expenses that apply to your contract may be
lower. Please refer to the "Fee Table" section of your prospectus.
(3) The Investment Advisory Fee will be 0.25% during the offering period and
0.60% during the guarantee period.
(4) "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.
(5) 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.
<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 show
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.(6)
<TABLE>
<S> <C> <C>
-- THESE EXAMPLES ARE PURELY HYPOTHETICAL. EXAMPLE A EXAMPLE B
-- THEY SHOULD NOT BE CONSIDERED A If you withdraw your entire account If at the end of the periods shown you
REPRESENTATION OF PAST OR FUTURE EXPENSES value at the end of the periods shown, (1) leave your entire account value
OR EXPECTED RETURNS. you would pay the following expenses, invested or (2) select an income phase
-- ACTUAL EXPENSES AND/OR RETURNS MAY BE including any applicable early payment option, you would pay the
MORE OR LESS THAN THOSE SHOWN BELOW. withdrawal charge: following expenses (no early
withdrawal charge is reflected):
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 1 YEAR 3 YEARS 5 YEARS
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Aetna GET Fund Series L $95 $151 $202 $32 $98 $166
</TABLE>
--------------------------------
(6) The examples shown above reflect an annual mortality and expense risk
charge of 1.25%, an annual contract administrative expense charge of 0.15%,
an annual GET L guarantee charge of 0.50%, an annual premium bonus charge
of 0.50%, a $30 annual maintenance fee that has been converted to a
percentage of assets equal to 0.022%, and all charges and expenses of the
GET L Fund. Example A reflects an early withdrawal charge of 7% of the
purchase payments at the end of year 1, 6% at the end of year 3, and 4% at
the end of year 5. (The expenses that you would pay under your contract may
be lower. Please refer to the "Fee Table" section of your prospectus.)
<PAGE>
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 entirely in short-term instruments.
After that date, assets are allocated between equities and fixed income
securities. Equities consist primarily of common stocks. Fixed income securities
consist primarily of short- to intermediate-duration U.S. Government securities
and may also consist of mortgage backed securities and corporate obligations.
The investment adviser uses a proprietary computer model to determine the
percentage of assets to allocate between the fixed and the equity components. As
the value of the equity component declines, more assets are allocated to the
fixed component.
RISKS
The principal risks of investing in Series 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 bond funds when bonds are in favor. The risks
associated with investing in stocks include sudden and unpredictable drops in
the value of the market as a whole and periods of lackluster or negative
performance. The principal risk associated with investing in bonds is that
interest rates may rise, which generally causes bond prices to fall. If at the
inception of, or any time during, the guarantee period interest rates are low,
Series 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.GETL56297-00 December 2000
<PAGE>
VARIABLE ANNUITY ACCOUNT B
AETNA LIFE INSURANCE AND ANNUITY COMPANY
SUPPLEMENT DATED MARCH 1, 2001 TO SEPTEMBER 20, 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 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.GETM56297-00 March 2001
<PAGE>
The following information supplements the "Fee Table" contained in the
prospectus:
MAXIMUM FEES DEDUCTED FROM INVESTMENTS IN THE SEPARATE ACCOUNT
In addition to the amounts currently listed under the heading "Fee Table" in the
prospectus, we will make a daily deduction of a GET 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 (including
the optional 0.50% Premium Bonus Option
Charge(1))...................................... 2.40%(2)
</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>
INVESTMENT TOTAL FUND ANNUAL EXPENSES
ADVISORY FEES(3) OTHER EXPENSES(4) (AFTER EXPENSE REIMBURSEMENT)(5)
---------------------- ----------------------- --------------------------------------
<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.
--------------------------------
(1) If you elect the premium bonus option, the premium bonus option charge is
assessed during the first seven account years. After the seventh account
year, or if you do not elect the premium bonus option, the maximum total
separate account expenses you would pay is 1.90%.
(2) The total separate account expenses that apply to your contract may be
lower. Please refer to the "Fee Table" section of your prospectus.
(3) The Investment Advisory Fee will be 0.25% during the offering period and
0.60% during the guarantee period.
(4) "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.
(5) 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.
<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 show
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.(6)
<TABLE>
<S> <C> <C>
-- THESE EXAMPLES ARE PURELY HYPOTHETICAL. EXAMPLE A EXAMPLE B
-- THEY SHOULD NOT BE CONSIDERED A If you withdraw your entire account If at the end of the periods shown you
REPRESENTATION OF PAST OR FUTURE EXPENSES value at the end of the periods shown, (1) leave your entire account value
OR EXPECTED RETURNS. you would pay the following expenses, invested or (2) select an income phase
-- ACTUAL EXPENSES AND/OR RETURNS MAY BE including any applicable early payment option, you would pay the
MORE OR LESS THAN THOSE SHOWN BELOW. withdrawal charge: following expenses (no early
withdrawal charge is reflected):
</TABLE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 1 YEAR 3 YEARS 5 YEARS
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Aetna GET Fund Series M $95 $151 $202 $32 $98 $166
</TABLE>
--------------------------------
(6) The examples shown above reflect an annual mortality and expense risk
charge of 1.25%, an annual contract administrative expense charge of 0.15%,
an annual GET M guarantee charge of 0.50%, an annual premium bonus charge
of 0.50%, a $30 annual maintenance fee that has been converted to a
percentage of assets equal to 0.022%, and all charges and expenses of the
GET M Fund. Example A reflects an early withdrawal charge of 7% of the
purchase payments at the end of year 1, 6% at the end of year 3, and 4% at
the end of year 5. (The expenses that you would pay under your contract may
be lower. Please refer to the "Fee Table" section of your prospectus.)
<PAGE>
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 entirely in short-term instruments.
After that date, assets are allocated between equities and fixed income
securities. Equities consist primarily of common stocks. Fixed income securities
consist primarily of short- to intermediate-duration U.S. Government securities
and may also consist of mortgage backed securities and corporate obligations.
The investment adviser uses a proprietary computer model to determine the
percentage of assets to allocate between the fixed and the equity components. As
the value of the equity component declines, more assets are allocated to the
fixed component.
RISKS
The principal risks of investing in Series 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 bond funds when bonds are in favor. The risks
associated with investing in stocks include sudden and unpredictable drops in
the value of the market as a whole and periods of lackluster or negative
performance. The principal risk associated with investing in bonds is that
interest rates may rise, which generally causes bond prices to fall. If at the
inception of, or any time during, the guarantee period interest rates are low,
Series 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.GETM56297-00 March 2001
<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)
(4.1) Variable Annuity Contract (GM-VA-98)(2)
(4.2) Variable Annuity Contract Certificate (GMC-VA-98)(2)
(4.3) Variable Annuity Contract (GM-VA-98(NY))(5)
(4.4) Variable Annuity Contract Certificate (GMC-VA-98(NY))(5)
<PAGE>
(4.5) Endorsement (EVAGET98) to Variable Annuity Contract GM-VA-98
and Variable Annuity Contract Certificate GMC-VA-98(6)
(4.6) Endorsement (EGET-99) to Variable Annuity Contract GM-VA-98 and
Variable Annuity Contract Certificate GMC-VA-98(7)
(4.7) Endorsement (EVA-PB-00) to Variable Annuity Contract GM-VA-98
and Variable Annuity Contract Certificate GMC-VA-98(8)
(4.8) Endorsement (EVA-PB-00 (NY)) to Variable Annuity Contract
GM-VA-98(NY) and Variable Annuity Contract Certificate
GMC-VA-98(NY)
(5) Variable Annuity Contract Application (9.5.89-6(9/98))(9)
(6.1) Certificate of Incorporation of Aetna Life Insurance and
Annuity Company(10)
(6.2) Amendment of Certificate of Incorporation of Aetna Life
Insurance and Annuity Company(11)
(6.3) By-Laws as amended September 17, 1997 of Aetna Life Insurance
and Annuity Company(12)
(7) Not applicable
(8.1) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and AIM dated June 30, 1998(9)
(8.2) Service Agreement between Aetna Life Insurance and Annuity
Company and AIM effective June 30, 1998(9)
(8.3) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Alliance Capital dated March 1, 2000(13)
(8.4) Service Agreement between Aetna Life Insurance and Annuity
Company and Alliance Capital dated March 1, 2000(13)
(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(14)
(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(15)
<PAGE>
(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(16)
(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(16)
(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(14)
(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(16)
(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(16)
(8.14) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company, Variable Insurance Products Fund and Fidelity
Distributors
<PAGE>
Corporation dated February 1, 1994 and amended on
December 15, 1994, February 1, 1995, May 1, 1995,
January 1, 1996 and March 1, 1996(11)
(8.15) 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(17)
(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(18)
(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)
(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(15)
(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(11)
(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(17)
(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(19)
(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
<PAGE>
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(15)
(8.24) Service Agreement between Aetna Life Insurance and Annuity
Company and Fidelity Investments Institutional Operations
Company dated as of November 1, 1995(20)
(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(17)
(8.26) Service Contract between Fidelity Distributors Corporation and
Aetna Life Insurance and Annuity Company dated May 2, 1997(14)
(8.27) Fund Participation Agreement among Janus Aspen Series and Aetna
Life Insurance and Annuity Company and Janus Capital
Corporation dated December 8, 1997(21)
(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(14)
(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(15)
(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(22)
(8.31) Service Agreement between Janus Capital Corporation and Aetna
Life Insurance and Annuity Company dated December 8, 1997(21)
(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(22)
(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(22)
(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(9)
(8.36) Fifth Amendment dated May 1, 1998 to Fund Participation
Agreement by and among MFS Variable Insurance Trust, Aetna
Life Insurance and Annuity
<PAGE>
Company and Massachusetts Financial Services Company dated
April 30, 1996, and amended on September 3, 1996,
March 14, 1997 and November 28, 1997(23)
(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(24)
(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.(25)
(8.39) Service Agreement dated May 1, 1999 between Mitchell Hutchins
Asset Management, Inc. and Aetna Life Insurance and Annuity
Company(25)
(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.(26)
(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(15)
(8.42) Service Agreement effective as of March 11, 1997 between
Oppenheimer Funds, Inc. and Aetna Life Insurance and Annuity
Company(26)
(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.(4)
(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.(4)
(9) Opinion and Consent of Counsel
(10) Consent of Independent Auditors
(11) Not applicable
(12) Not applicable
(13) Schedule for Computation of Performance Data(8)
(14.1) Powers of Attorney(4)
(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. 333-49176), as filed on November 30, 2000.
5. Incorporated by reference to Post-Effective Amendment No. 18 to
Registration Statement on Form N-4 (File No. 333-56297), as filed on
August 30, 2000.
6. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 333-56297), as filed on September 14, 1998.
7. Incorporated by reference to Post-Effective Amendment No. 13 to
Registration Statement on Form N-4 (File No. 333-01107), as filed on
April 7, 1999.
<PAGE>
8. Incorporated by reference to Post-Effective Amendment No. 15 to
Registration Statement on Form N-4 (File No. 333-56297), as filed on
May 8, 2000.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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.
26. 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.
<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.
44 to the Registration Statement on Form N-4 (File No. 33-34370), as filed on
December 13, 2000.
ITEM 27. NUMBER OF CONTRACT OWNERS
As of October 31, 2000, there were 111,279 individuals holding 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 Connecticut General Statutes, as amended by Sections 12 to 20,
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
<PAGE>
proceeding) when (1) a determination is made pursuant to Section 33-775 that the
party seeking indemnification has met the standard of conduct set forth in
Section 33-771 or (2) a court has determined that indemnification is appropriate
pursuant to Section 33-774. Under Section 33-775, the determination of and the
authorization for indemnification are made (a) by the disinterested directors,
as defined in Section 33-770(3); (b) by special counsel; (c) by the
shareholders; or (d) in the case of indemnification of an officer, agent or
employee of the corporation, by the general counsel of the corporation or such
other officer(s) as the board of directors may specify. Also, Section 33-772
provides that a corporation shall indemnify an individual who was wholly
successful on the merits or otherwise against reasonable expenses incurred by
him in connection with a proceeding to which he was a party because he was a
director of the corporation. 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 AICAregistered 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
<PAGE>
<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
<PAGE>
<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 will comply
with the provisions of Paragraphs (1) through (4) of the SEC Staff's
No-Action Letter dated November 28, 1988 with respect to language
concerning withdrawal restrictions applicable to plans established
pursuant to Section 403(b) of the Internal Revenue Code. See American
Counsel of Life Insurance; SEC No-Action Letter, [1988 WL 235221, *13
(S.E.C.)].
(e) Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
(f) Aetna Life Insurance and Annuity Company represents that the fees and
charges deducted under the contracts covered by this registration
statement, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed
by the insurance company.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Variable Annuity Account B of Aetna Life Insurance and
Annuity Company, certifies that it meets the requirements of Securities Act Rule
485(b) for effectiveness of this Post-Effective Amendment to its Registration
Statement on Form N-4 (File No. 333-56297) and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hartford, State of Connecticut, on the
13th day of December, 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 Post-Effective Amendment
No. 20 to the Registration Statement on Form N-4 (File No. 333-56297) has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Thomas J. McInerney* Director and President )
------------------------- (principal executive officer) )
Thomas J. McInerney )
)
Allan Baker* Director )
------------------------- ) December
Allan Baker ) 13, 2000
)
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.4.8 Endorsement (EVA-PB-00(NY)) to Variable Annuity Contract
GM-VA-98(NY) and Variable Annuity Contract Certificate
GMC-VA-98(NY) ========
99-B.9 Opinion and Consent of Counsel
--------
99-B.10 Consent of Independent Auditors
--------
</TABLE>
