<PAGE>
As filed with the Securities and Exchange Registration No. 33-75996*
Commission on September 13, 1996 Registration No. 811-2512
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- --------------------------------------------------------------------------------
Post-Effective Amendment No. 9 To
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
and Amendment To
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
- --------------------------------------------------------------------------------
Variable Annuity Account B of Aetna Life Insurance and Annuity Company
(EXACT NAME OF REGISTRANT)
Aetna Life Insurance and Annuity Company
(NAME OF DEPOSITOR)
151 Farmington Avenue, RE4C, Hartford, Connecticut 06156
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Depositor's Telephone Number, including Area Code: (860) 273-7834
Susan E. Bryant, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, RE4C, Hartford, Connecticut 06156
(NAME AND ADDRESS OF AGENT FOR SERVICE)
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective (CHECK APPROPRIATE SPACE):
_X_ immediately upon filing pursuant to paragraph (b) of Rule 485
___ on ________________________ pursuant to paragraph (b) of Rule 485
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
registered an indefinite number of securities under the Securities Act of 1933.
The Registrant filed a Rule 24f-2 Notice for the fiscal year ended December 31,
1995 on February 29, 1996.
*Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which includes
all the information which would currently be required in a prospectus relating
to the securities covered by Registration Statement No. 2-52448 and the
individual deferred compensation contracts covered by Registration Statement No.
33-76000.
<PAGE>
VARIABLE ANNUITY ACCOUNT B
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
LOCATION - PROSPECTUS
DATED MAY 1, 1996, AS
AMENDED BY
FORM N-4 SUPPLEMENTS DATED
ITEM NO. PART A (PROSPECTUS) JUNE 21, 1996, SEPTEMBER
3, 1996 AND SEPTEMBER
13, 1996
<C> <S> <C>
1 Cover Page................................... Cover Page
2 Definitions.................................. Definitions
3 Synopsis..................................... Prospectus Summary; Fee Table
and as amended
4 Condensed Financial Information.............. Condensed Financial
Information
5 General Description of Registrant, Depositor, The Company; Variable Annuity
and Portfolio Companies...................... Account B; The Funds and as
amended
6 Deductions and Expenses...................... Charges and Deductions;
Distribution
7 General Description of Variable Annuity
Contracts.................................... Purchase; Miscellaneous
8 Annuity Period............................... Annuity Period
9 Death Benefit ............................... Death Benefit During
Accumulation Period; Death
Benefit Payable During the
Annuity Period
10 Purchases and Contract Value................. Purchase; Contract Valuation
11 Redemptions.................................. Right to Cancel; Withdrawals
12 Taxes........................................ Tax Status
13 Legal Proceedings............................ Miscellaneous - Legal Matters
and Proceedings
</TABLE>
<PAGE>
<TABLE>
<C> <S> <C>
14 Table of Contents of the Statement of Contents of the Statement of
Additional Information....................... Additional Information
FORM N-4 PART B (STATEMENT OF ADDITIONAL
ITEM NO. INFORMATION) LOCATION
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............................. Annuity Payments
23 Financial Statements......................... Financial Statements
</TABLE>
PART C (OTHER INFORMATION)
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration Statement.
<PAGE>
PARTS A AND B
The Prospectus and the Statement of Additional Information are incorporated
into Part A and Part B of this Post-Effective Amendment No. 9 , respectively,
by reference to Post-Effective Amendment No. 6 to the Registration Statement
on Form N-4 (File No. 33-75996), as filed electronically on April 22, 1996
and by reference to a Supplement dated June 21, 1996 contained in
Post-Effective Amendment No. 7 to the Registration Statement on Form N-4
(File No. 33-75996), as filed electronically on June 21, 1996 and by
reference to a Supplement dated September 3, 1996 contained in Post-Effective
Amendment No. 8 to the Registration Statement on Form N-4 (File No.
33-75996), as filed electronically on August 30, 1996.
<PAGE>
VARIABLE ANNUITY ACCOUNT B
Aetna Life Insurance and Annuity Company
Supplement dated September 13, 1996 to the Prospectus dated May 1, 1996
AetnaPlus -- Group Variable Annuity Contracts for
Employer-Sponsored Deferred Compensation Plans
THE INFORMATION IN THIS SUPPLEMENT UPDATES AND AMENDS THE INFORMATION CONTAINED
IN THE PROSPECTUS DATED MAY 1, 1996 (THE "PROSPECTUS") AND SHOULD BE READ WITH
THAT PROSPECTUS.
As of the date of this supplement, subject to applicable regulatory
authorization, the Aetna Variable Index Plus Portfolio is available as an
investment option under the variable annuity contract described in the
Prospectus.
The description of the Aetna Variable Index Plus Portfolio is as follows:
- AETNA VARIABLE PORTFOLIOS, INC. -- AETNA VARIABLE INDEX PLUS PORTFOLIO
seeks to outperform the total return performance of publicly traded common
stocks represented by the S&P 500 Composite Stock Price Index ("S&P 500"),
a broad based stock market index composed of 500 common stocks selected by
the Standard & Poor's Corporation. The Portfolio uses the S&P 500 as a
comparative benchmark because it represents approximately two-thirds of
the total market value of all U.S. common stocks, and is well known to
investors. Aetna Life Insurance and Annuity Company is the investment
adviser for the Portfolio, and Aeltus Investment Management, Inc. is the
sub-adviser.
Please refer to the Portfolio's prospectus for more comprehensive information
about the Portfolio.
FEE TABLE
The following information amends the "Annual Expenses of the Funds" and
"Hypothetical Illustration" sections of the Fee Table to include information for
the new Portfolio. Please also refer to the table of Separate Account Annual
Expenses in the Fee Table in the Prospectus, which also applies to the
Portfolio.
ANNUAL EXPENSES OF THE FUND
<TABLE>
<CAPTION>
INVESTMENT TOTAL FUND
ADVISORY FEE OTHER EXPENSES ANNUAL EXPENSES
------------- --------------- ---------------
<S> <C> <C> <C>
Aetna Variable Index Plus Portfolio 0.35% 0.15% 0.50%
</TABLE>
FORM NO. X75996.4 September, 1996
<PAGE>
HYPOTHETICAL ILLUSTRATION
THIS EXAMPLE IS PURELY HYPOTHETICAL. IT SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OR EXPECTED RETURN. ACTUAL EXPENSES
AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW.
The following Examples illustrate the expenses that would have been paid
assuming a $1,000 investment in the Contract and a 5% return on assets. For the
purposes of these Examples, the maximum maintenance fee of $20.00 that can be
deducted under the Contract has been converted to a percentage of assets equal
to 0.021%.
<TABLE>
<CAPTION>
EXAMPLE A EXAMPLE B
------------------------------------- -------------------------------------
IF YOU WITHDRAW YOUR ENTIRE CONTRACT IF YOU DO NOT WITHDRAW YOUR CONTRACT
VALUE AT THE END OF THE PERIODS VALUE, OR IF YOU ANNUITIZE AT THE END
SHOWN, YOU WOULD PAY THE FOLLOWING OF THE PERIODS SHOWN, YOU WOULD PAY
EXPENSES, INCLUDING ANY APPLICABLE THE FOLLOWING EXPENSES (NO DEFERRED
DEFERRED SALES CHARGE: SALES CHARGE IS REFLECTED):*
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aetna Variable Index Plus
Portfolio $70 $111 $155 $209 $18 $56 $96 $209
</TABLE>
* This Example would not apply if a nonlifetime variable annuity option is
selected and a lump sum settlement is requested within three years after
annuity payments start since the lump sum payment will be treated as a
withdrawal during the Accumulation Period and will be subject to any deferred
sales charge that would then apply. (Refer to Example A.)
PERFORMANCE INFORMATION
Performance information for the investment adviser with respect to its
management of funds similar to the Portfolio described above is contained in the
Portfolio's prospectus.
The following replaces the second paragraph under the section entitled "The
Company":
The Company is a wholly owned subsidiary of Aetna Retirement Holdings, Inc.,
which is in turn a wholly owned subsidiary of Aetna Retirement Services,
Inc. and an indirect wholly owned subsidiary of Aetna Inc.
Form No. X75996.4 September, 1996
<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:
- Independent Auditors' Report
- Statement of Assets and Liabilities as of December 31, 1995
- Statement of Operations for the year ended December 31, 1995
- Statements of Changes in Net Assets for the years ended
December 31, 1995 and 1994
- Notes to Financial Statements
Financial Statements of the Depositor:
- Independent Auditors' Report
- Consolidated Statements of Income for the years ended December
31, 1995, 1994 and 1993
- Consolidated Balance Sheets as of December 31, 1995 and 1994
- Consolidated Statements of Changes in Shareholder's Equity for
the years ended December 31, 1995, 1994 and 1993
- Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993
- 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) Form of Broker-Dealer Agreement(2)
(3.2) Alternative Form of Wholesaling Agreement and Related Selling
Agreement(2)
(4.1) Form of Variable Annuity Contract (G-CDA-HF) and Endorsement
(EGET-IC(R))(3)
(4.2) Form of Variable Annuity Contract (IA-CDA-IA)(4)
(4.3) Endorsements (EIGET-IC(R), EIGF-IC, and EGF-IC (SPD)) to Contract
IA-CDA-IA(5)
(5.1) Form of Variable Annuity Contract Application (300-GTD-IA)(6)
(5.2) Form of Variable Annuity Contract Application (710.00.141)(7)
(6) Certification of Incorporation and By-Laws of Depositor(8)
(7) Not applicable
(8.1) Fund Participation Agreement (Amended and Restated) between Aetna
Life Insurance and Annuity Company, Alger American Fund and Fred
Alger Management, Inc. dated March 31, 1996(2)
<PAGE>
(8.2) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Calvert Asset Management Company (Calvert
Responsibly Invested Balanced Portfolio, formerly Calvert Socially
Responsible Series) dated March 13, 1989 and amended December 27,
1993(2)
(8.3) Second Amendment dated January 1, 1996 to Fund Participation
Agreement between Aetna Life Insurance and Annuity Company and
Calvert Asset Management Company (Calvert Responsibly Invested
Balanced Portfolio, formerly Calvert Socially Responsible Series)
dated March 13, 1989 and amended December 27, 1993(9)
(8.4) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Fidelity Distributors Corporation (Variable
Insurance Products Fund) dated February 1, 1994 and amended March
1, 1996(2)
(8.5) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Fidelity Distribution Corporation (Variable
Insurance Products Fund II) dated February 1, 1994 and amended
March 1, 1996(2)
(8.6) Service Agreement between Aetna Life Insurance and Annuity Company
and Fidelity Investments Institutional Operations Company dated as
of November 1, 1995(9)
(8.7) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Janus Aspen Series dated April 19, 1994 and
amended March 1, 1996(2)
(8.8) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Lexington Management Corporation regarding
Natural Resources Trust dated December 1, 1988 and amended
February 11, 1991(2)
(8.9) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Advisers Management Trust (now Neuberger &
Berman Advisers Management Trust) dated April 14, 1989 and as
assigned and modified on May 1, 1995(2)
(8.10) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Scudder Variable Life Investment Fund dated
April 27, 1992 and amended February 19, 1993 and August 13, 1993(2)
(8.11) Amendment dated as of February 20, 1996 to Fund Participation
Agreement between Aetna Life Insurance and Annuity Company and
Scudder Variable Life Investment Fund dated April 27, 1992 as
amended February 19, 1993 and August 13, 1993(9)
(8.12) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company, Investors Research Corporation and TCI Portfolios,
Inc. dated July 29, 1992 and amended December 22, 1992 and June 1,
1994(2)
(9) Opinion of Counsel(10)
(10.1) Consent of Independent Auditors
(10.2) Consent of Counsel
(11) Not applicable
(12) Not applicable
(13) Computation of Performance Data(11)
(14) Not applicable
<PAGE>
(15.1) Powers of Attorney(12)
(15.2) Authorization for Signatures(2)
(27) Financial Data Schedule(13)
1. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-75986), as filed electronically on April
22, 1996.
2. Incorporated by reference to Post-Effective Amendment No. 5 to Registration
Statement on Form N-4 (File No. 33-75986), as filed electronically on April
12, 1996.
3. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form-N-4 (File No. 33-75964), as filed on February 24, 1995.
4. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form-N-4 (File No. 33-75958), as filed on April 28, 1995.
5. Incorporated by reference to Post-Effective Amendment No. 8 to Registration
Statement on Form N-4 (File No. 33-75964), as filed electronically on
August 30, 1996.
6. Incorporated by reference to Post-Effective Amendment No. 60 to Registration
Statement on Form N-4 (File No. 2-52449), as filed on February 24, 1995.
7. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 33-76000), as filed on April 28, 1995.
8. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form S-1 (File No. 33-60477), as filed electronically on April
15, 1996.
9. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-4 (File No. 33-88720), as filed electronically on June
28, 1996.
10. Incorporated by reference to Registrant's 24f-2 Notice for fiscal year ended
December 31, 1995, as filed electronically on February 29, 1996.
11. Incorporated by reference to Post-Effective Amendment No. 4 to Registration
Statement on Form N-4 (File No. 33-75964), as filed on April 28, 1995.
12. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 333-01107), as filed electronically on
August 2, 1996.
13. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-75996), as filed electronically on
April 22, 1996.
<PAGE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
NAME AND PRINCIPAL
BUSINESS ADDRESS* POSITIONS AND OFFICES WITH DEPOSITOR
Daniel P. Kearney Director and President
Timothy A. Holt Director, Senior Vice President and Chief
Financial Officer
Christopher J. Burns Director and Senior Vice President
Laura R. Estes Director and Senior Vice President
Gail P. Johnson Director and Vice President
John Y. Kim Director and Senior Vice President
Shaun P. Mathews Director and Vice President
Glen Salow Director and Vice President
Creed R. Terry Director and Vice President
Deborah Koltenuk Vice President and Treasurer, Corporate Controller
Zoe Baird Senior Vice President and General Counsel
Diane Horn Vice President and Chief Compliance Officer
Susan E. Schechter Corporate Secretary and Counsel
* 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 Pre-Effective Amendment No.
1 to the Registration Statement on Form N-4 (File No. 333-01107), as filed
electronically on August 2, 1996.
<PAGE>
ITEM 27. NUMBER OF CONTRACT OWNERS
As of June 30, 1996, there were 40,218 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account B.
ITEM 28.INDEMNIFICATION
Reference is hereby made to Section 33-320a of the Connecticut General
Statutes ("C.G.S.") regarding indemnification of directors and officers of
Connecticut corporations. The statute provides in general that Connecticut
corporations shall indemnify their officers, directors, employees, agents,
and certain other defined individuals against judgments, fines, penalties,
amounts paid in settlement and reasonable expenses actually incurred in
connection with proceedings against the corporation. The corporation's
obligation to provide such indemnification does not apply unless (1) the
individual is successful on the merits in the defense of any such proceeding;
or (2) a determination is made (by a majority of the board of directors not a
party to the proceeding by written consent; by independent legal counsel
selected by a majority of the directors not involved in the proceeding; or by
a majority of the shareholders not involved in the proceeding) that the
individual acted in good faith and in the best interests of the corporation;
or (3) the court, upon application by the individual, determines in view of
all the circumstances that such person is reasonably entitled to be
indemnified.
C.G.S. Section 33-320a provides an exclusive remedy: a Connecticut
corporation cannot indemnify a director or officer to an extent either
greater or less than that authorized by the statute, e.g., pursuant to its
certificate of incorporation, bylaws, or any separate contractual
arrangement. However, the statute does specifically authorize a corporation
to procure indemnification insurance to provide greater indemnification
rights. The premiums for such insurance may be shared with the insured
individuals on an agreed basis.
Consistent with the statute, Aetna Life and Casualty Company has procured
insurance from Lloyd's of London and several major United States excess
insurers for its directors and officers and the directors and officers of its
subsidiaries, including the Depositor, which supplements the indemnification
rights provided by C.G.S. Section 33-320a to the extent such coverage does
not violate public policy.
ITEM 29. PRINCIPAL UNDERWRITER
(a) In addition to serving as the principal underwriter for the
Registrant, Aetna Life Insurance and Annuity Company (ALIAC) also acts
as the principal underwriter for Aetna Variable Encore Fund, Aetna
Variable Fund, Aetna Series Fund, Inc., Aetna Generation Portfolios,
Inc., Aetna Income Shares, Aetna Investment Advisers Fund, Inc., Aetna
Variable Portfolios, Inc., Aetna GET Fund, Variable Life Account B
and Variable Annuity Accounts C and G (separate accounts of ALIAC
registered as unit investment trusts), and Variable Annuity Account I
(a separate account of Aetna Insurance Company of America registered as
a unit investment trust). Additionally, ALIAC is the investment
adviser for Aetna Variable Fund, Aetna Income Shares, Aetna Variable
Encore Fund, Aetna
<PAGE>
Investment Advisers Fund, Inc., Aetna GET Fund, Aetna Generation
Portfolios, Inc., Aetna Variable Portfolios, Inc., and Aetna Series
Fund, Inc. ALIAC is also the depositor of Variable Life Account B and
Variable Annuity Accounts B, C and G.
(b) See Item 25 regarding the Depositor.
(c) Compensation as of December 31, 1995:
(1) (2) (3) (4) (5)
NAME OF NET UNDERWRITING COMPENSATION
PRINCIPAL DISCOUNTS AND ON REDEMPTION BROKERAGE
UNDERWRITER COMMISSIONS OR ANNUITIZATION COMMISSIONS COMPENSATION*
Aetna Life $294,931 $11,944,532
Insurance and
Annuity
Company
* Compensation shown in column 5 includes deductions for mortality and expense
risk guarantees and contract charges assessed to cover costs incurred in the
sales and administration of the contracts issued under Variable Annuity
Account B.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules under it relating to the
securities described in and issued under this Registration Statement are
located at the home office of the Depositor as follows:
Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
ITEM 31. MANAGEMENT SERVICES
Not applicable
<PAGE>
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.
(d) 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.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, as amended, 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
No. 9 to its Registration Statement on Form N-4 (File No. 33-75996) and has
caused this Post-Effective Amendment No 9 to its Registration Statement on
Form N-4 (File No. 33-75996) 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 September, 1996.
VARIABLE ANNUITY ACCOUNT B OF AETNA
LIFE INSURANCE AND ANNUITY COMPANY
(REGISTRANT)
By: AETNA LIFE INSURANCE AND ANNUITY
COMPANY
(DEPOSITOR)
By: Daniel P. Kearney*
--------------------------------------
Daniel P. Kearney
President
As required by the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 9 to the Registration Statement on Form N-4 (File No. 33-75996)
has been signed by the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
Daniel P. Kearney* Director and President )
- --------------------- (principal executive officer) )
Daniel P. Kearney )
)
Timothy A. Holt* Director and Chief Financial Officer ) September
- --------------------- ) 13, 1996
Timothy A. Holt )
)
Christopher J. Burns* Director )
- --------------------- )
Christopher J. Burns )
)
Laura R. Estes* Director )
- --------------------- )
Laura R. Estes )
<PAGE>
Gail P. Johnson* Director )
- --------------------- )
Gail P. Johnson )
)
John Y. Kim* Director )
- --------------------- )
John Y. Kim )
)
Shaun P. Mathews* Director )
- --------------------- )
Shaun P. Mathews )
)
Glen Salow* Director )
- --------------------- )
Glen Salow )
)
Creed R. Terry* Director )
- --------------------- )
Creed R. Terry )
)
Deborah Koltenuk* Vice President and Treasurer, )
- --------------------- Corporate Controller )
Deborah Koltenuk )
By: /s/ Julie E. Rockmore
----------------------------------------
Julie E. Rockmore
*Attorney-in-Fact
<PAGE>
VARIABLE ANNUITY ACCOUNT B
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT PAGE
99-B.1 Resolution of the Board of Directors of Aetna Life Insurance and *
Annuity Company establishing Variable Annuity Account B
99-B.3.1 Form of Broker-Dealer Agreement *
99-B.3.2 Alternative Form of Wholesaling Agreement and Related Selling *
Agreement
99-B.4.1 Form of Variable Annuity Contract (G-CDA-HF) and *
Endorsement (EGET-IC(R))
99-B.4.2 Form of Variable Annuity Contract (IA-CDA-IA) *
99-B.4.3 Endorsements (EIGET-IC(R), EIGF-IC, and EGF-IC(SPD)) to *
Contract IA-CDA-IA
99-B.5.1 Form of Variable Annuity Contract Application (300-GTD-IA) *
99-B.5.2 Form of Variable Annuity Contract Application (710.00.141) *
99-B.6 Certification of Incorporation and By-Laws of Depositor *
99-B.8.1 Fund Participation Agreement (Amended and Restated) between *
Aetna Life Insurance and Annuity Company, Alger American
Fund and Fred Alger Management, Inc. dated March 31, 1995
99-B.8.2 Fund Participation Agreement between Aetna Life Insurance and *
Annuity Company and Calvert Asset Management Company
(Calvert Responsibly Invested Balanced Portfolio formerly
Calvert Socially Responsible Series) dated March 13, 1989 and
amended December 27, 1993
*Incorporated by reference
<PAGE>
EXHIBIT NO. EXHIBIT PAGE
99-B.8.3 Second Amendment dated January 1, 1996 to Fund Participation *
Agreement between Aetna Life Insurance and Annuity Company
and Calvert Asset Management Company (Calvert Responsibly
Invested Balanced Portfolio, formerly Calvert Socially
Responsible Series) dated March 13, 1989 and amended
December 27, 1993
99-B.8.4 Fund Participation Agreement between Aetna Life Insurance and *
Annuity Company and Fidelity Distributors Corporation
(Variable Insurance Products Fund) dated February 1, 1994 and
amended March 1, 1996
99-B.8.5 Fund Participation Agreement between Aetna Life Insurance and *
Annuity Company and Fidelity Distribution Corporation
(Variable Insurance Products Fund II) dated February 1, 1994
and amended March 1, 1996
99-B.8.6 Service Agreement between Aetna Life Insurance and Annuity *
Company and Fidelity Investments Institutional Operations
Company dated as of November 1, 1995
99-B.8.7 Fund Participation Agreement between Aetna Life Insurance and *
Annuity Company and Janus Aspen Series dated April 19, 1994
and amended March 1, 1996
99-B.8.8 Fund Participation Agreement between Aetna Life Insurance and *
Annuity Company and Lexington Management Corporation
regarding Natural Resources Trust dated December 1, 1988 and
amended February 11, 1991
99-B.8.9 Fund Participation Agreement between Aetna Life Insurance and *
Annuity Company and Advisers Management Trust (now
Neuberger & Berman Advisers Management Trust) dated April
14, 1989 and as assigned and modified on May 1, 1995
99-B.8.10 Fund Participation Agreement between Aetna Life Insurance and *
Annuity Company and Scudder Variable Life Investment Fund
dated April 27, 1992 and amended February 19, 1993 and
August 13, 1993
*Incorporated by reference
<PAGE>
EXHIBIT NO. EXHIBIT PAGE
99-B.8.11 Amendment dated as of February 20, 1996 to Fund Participation *
Agreement between Aetna Life Insurance and Annuity Company
and Scudder Variable Life Investment Fund dated April 27, 1992
as amended February 19, 1993 and August 13, 1993
99-B.8.12 Fund Participation Agreement between Aetna Life Insurance and *
Annuity Company, Investors Research Corporation and TCI
Portfolios, Inc. dated July 29, 1992 and amended December 22,
1992 and June 1, 1994
99-B.9 Opinion of Counsel *
99-B.10.1 Consent of Independent Auditors ___
99-B.10.2 Consent of Counsel ___
99-B.13 Computation of Performance Data *
99-B.15.1 Powers of Attorney *
99-B.15.2 Authorization for Signatures *
27 Financial Data Schedule *
*Incorporated by reference
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors of Aetna Life Insurance and Annuity Company
and Contract Owners of Aetna Variable Annuity Account B:
We consent to the use of our reports incorporated herein by reference.
Our report dated February 6, 1996 refers to a change in 1993 in the Company's
method of accounting for certain investments in debt and equity securities.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
September 13, 1996
<PAGE>
151 Farmington Avenue SUSAN E. BRYANT
Hartford, CT 06156 Counsel
Law and Regulatory Affairs, RE4C
(860) 273-7834
Fax: (860) 273-8340
September 13, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Variable Annuity Account B of Aetna Life Insurance and Annuity Company
Post-Effective Amendment No. 9 to the Registration Statement on Form
N-4
FILE NOS. 33-75996* AND 811-2512
Gentlemen:
As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I
hereby consent to the use of my opinion dated February 28, 1996 (incorporated
herein by reference to the 24f-2 Notice for the fiscal year ended December
31, 1995 filed on behalf of Variable Annuity Account B of Aetna Life
Insurance and Annuity Company on February 29, 1996) as an exhibit to this
Post-Effective Amendment No. 9 to the Registration Statement on Form N-4
(File No. 33-75996) and to my being named under the caption "Legal Matters"
therein.
Very truly yours,
/s/Susan E. Bryant
Susan E. Bryant
Counsel
Aetna Life Insurance and Annuity Company
___________________________
*Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which
includes all the information which would currently be required in
prospectuses relating to the securities covered by Registration Statement No.
2-52448 and the individual deferred compensation contracts covered by
Registration Statement No. 33-76000.
