As filed with the Securities and Exchange Registration No. 33-88722
Commission on August 30, 1996 Registration No. 811-2512
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- -----------------------------------------------------------------------------
Post-Effective Amendment No. 3 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.
VARIABLE ANNUITY ACCOUNT B
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
<S> <C> <C>
LOCATION - PROSPECTUS
DATED MAY 1, 1996, AS
AMENDED BY SUPPLEMENTS
FORM N-4 DATED JUNE 21, 1996 AND
ITEM NO. PART A (PROSPECTUS) SEPTEMBER 3, 1996
- ---------------- ---------------------------------- -------------------------
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, The Company; Variable
Depositor, and Portfolio Companies Annuity Account B; The
Funds and as amended
6 Deductions and Expenses Charges and Deductions;
Distribution
7 General Description of Variable Purchase; Miscellaneous
Annuity Contracts
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>
<TABLE>
<CAPTION>
<S> <C> <C>
Form N-4 Part B (Statement of Additional
Item No. Information) Location
- ---------------- ----------------------------------------------- -------------------------
14 Table of Contents of the Statement Contents of the
of Additional Information Statement of Additional
Information
15 Cover Page Cover page
16 Table of Contents Table of Contents
17 General Information and History General Information and
History
18 Services General Information and
History; Independent
Auditors
19 Purchase of Securities Being Offered Offering and Purchase of
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.
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. 3 , respectively, by
reference to Post- Effective Amendment No. 1 to the Registration Statement on
Form N-4 (File No. 33- 88722), as filed electronically on April 22, 1996 and by
reference to a Supplement dated June 21, 1996 contained in Post-Effective
Amendment No. 2 to the Registration Statement on Form N-4 (File No. 33-88722),
as filed electronically on June 21, 1996.
VARIABLE ANNUITY ACCOUNT B
Aetna Life Insurance and Annuity Company
Supplement Dated September 3, 1996
to Prospectus Dated May 1, 1996
This supplement describes Series C of Aetna GET Fund (GET C), an investment
option which may be available under the contract described by the prospectus to
which this supplement is attached (Contract) and a guarantee offered by the
Aetna Life Insurance and Annuity Company (Aetna) in connection with investments
in GET C.
AETNA GET FUND - Series C
GET C seeks to achieve maximum total return without compromising a minimum
targeted rate of return by participating in favorable equity market performance
during a Guaranteed Period. GET C shares will be offered for a limited time
period (Offering Period). Aetna reserves the right to reject amounts of less
than $5,000 transferred to GET C. Aetna is the investment adviser to GET C.
Aeltus Investment Management, Inc. is the sub-adviser to GET C.
THE GET FUND GUARANTEE
GET C will mature in five years (Maturity Date), which will end the Guaranteed
Period for GET C. Aetna guarantees that the value of a GET C accumulation unit
on the Maturity Date will not be less than the value of a GET C accumulation
unit at the beginning of the Guaranteed Period. If necessary, Aetna will
transfer funds from its General Account to GET C to offset any shortfall. THIS
GUARANTEE DOES NOT APPLY TO WITHDRAWALS OR TRANSFERS MADE BEFORE THE MATURITY
DATE. Such withdrawals or transfers are made at the actual accumulation unit
value on the date of the transaction.
GET C is only available as an investment option during the accumulation period.
GET C should not be selected if annuity payments or other withdrawals or
transfers from GET C are expected to begin prior to the Maturity Date.
Participants must transfer any portion of the value of their contract (Contract
Value) held in GET C to another investment option before an annuity option is
elected.
Prior to the Maturity Date, Aetna will send a notice to each contract
owner/participant with amounts in GET C advising them of the Maturity Date and
that another investment option must be elected. If no such election is made, on
the Maturity Date Aetna will transfer the portion of the Contract Value based on
GET C to another available series of GET Fund. If no GET Fund series is
available, 50% of the Contract Value from GET C will be transferred to Aetna
Variable Fund, a growth and income fund. The remaining 50% of the Contract Value
from GET C will be transferred to Aetna Income Shares, a bond fund. The
transfers would be made as of the next valuation date.
The following information supplements the Fee Table contained in the Prospectus.
AETNA GET FUND SERIES C ANNUAL EXPENSES
(As a percentage of average net assets)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
INVESTMENT OTHER TOTAL FUND
ADVISORY FEE* EXPENSES** ANNUAL EXPENSES
-------------- ---------- ---------------
Aetna GET Fund Series C 0.60% 0.15% 0.75%
</TABLE>
* 0.25% during the Offering Period. Thereafter, a management fee at an annual
rate of 0.60% will apply during the Guaranteed Period.
** Administrative Services includes all other expenses of GET C.
See the prospectus for GET C for a more complete description of the fund,
including charges and expenses.
SEPARATE ACCOUNT ANNUAL EXPENSES
(As an annual percentage of average net asset value. The daily equivalent is
deducted from the GET C Subaccount of the Separate Account.)
<TABLE>
<CAPTION>
<S> <C>
During the Accumulation Period:
Mortality and Expense Risk Charge 0.75%
GET Guarantee Charge (deducted daily during
the Guaranteed Period) 0.25%
Administrative Expense Charge. We currently do not
impose an Administrative Expense Charge. However,
we reserve the right to deduct a daily charge from
the Subaccounts equivalent on an annual basis
to not more than 0.25% 0.00%
-----
Total Separate Account Annual Expenses 1.00%
</TABLE>
See the Contract Prospectus for charges during the annuity period.
HYPOTHETICAL ILLUSTRATION (Example) - Aetna GET Fund Series C
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.
Whether or not you withdraw or if you annuitize your Account, assuming a 5%
annual return on assets, you would have paid the following expenses on a $1,000
investment at the end of the applicable time period:
<TABLE>
<CAPTION>
Example A Example B
If you withdraw your entire Account Value at If you do not withdraw your Account Value, or
the end of the periods shown, you would pay if you annuitize at the end of the periods
the following expenses, including any shown, you would pay the following expenses
applicable deferred sales charge: or (no deferred sales charge is reflected):*
<S> <C> <C> <C> <C> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years
$ 69 $ 110 $ 154 $ 206 $ 18 $ 55 $ 95 $ 206
</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 Fund described above is contained in the
Fund'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 subsidiary of Aetna Retirement Services, Inc. and an
indirect wholly owned subsidiary of Aetna Inc.
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
(Footnote 1)
(2) Not applicable
(3.1) Form of Broker-Dealer Agreement(Footnote 2)
(3.2) Alternative Form of Wholesaling Agreement and Related
Selling Agreement(Footnote 2)
(4.1) Form of Variable Annuity Contract (GLID-CDA-HO, E2ACB95)
(Footnote 3)
(4.2) Endorsement (EGETE-IC(R)) to Contract GLID-CDA-HO
(Footnote 4)
(5) Form of Variable Annuity Contract Application (300-GTD-
IA)(Footnote 5)
(6) Certificate of Incorporation and By-Laws of Depositor
(Footnote 6)
(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, 1995
(Footnote 2)
(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 (Footnote 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
(Footnote 6)
(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 (Footnote 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 (Footnote 2)
(8.6) Service Agreement between Aetna Life Insurance and Annuity
Company and Fidelity Investments Institutional Operations
Company dated as of November 1, 1995 (Footnote 7)
(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 (Footnote 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 (Footnote 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 (Footnote 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 (Footnote 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 (Footnote 7)
(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 (Footnote 2)
(9) Opinion of Counsel (Footnote 8)
(10.1) Consent of Independent Auditors
(10.2) Consent of Counsel
(11) Not applicable
(12) Not applicable
(13) Computation of Performance Data (Footnote 3)
(14) Not applicable
(15.1) Powers of Attorney (Footnote 9)
(15.2) Authorization for Signatures (Footnote 2)
(27) Financial Data Schedule(Footnote 10)
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 Pre-Effective Amendment No. 1 to
Registration Statement on Form N-4 (File No. 33-88722), as filed
electronically on November 30, 1995.
4. Incorporated by reference to Post-Effective Amendment No. 8 to
Registration Statement on Form N-4 (File No. 33-75986), as filed
electronically on August 30, 1996.
5. 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.
6. 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.
7. 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.
8. Incorporated by reference to Registrant's 24f-2 Notice for fiscal year
ended December 31, 1995, as filed electronically on February 29, 1996.
9. 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.
10. Incorporated by reference to Post-Effective Amendment No. 1 to
Registration Statement on Form N-4 (File No. 33-88722), as filed
electronically on April 22, 1996.
Item 25. Directors and Officers of the Depositor
<TABLE>
<CAPTION>
<S> <C>
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
</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 references 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.
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 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 Investment Advisers Fund, Inc.,
Aetna GET Fund, 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:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(1) (2) (3) (4) (5)
Name of Net Underwriting Compensation on
Principal Discounts and Redemption Brokerage
Underwriter Commissions or Annuitization Commissions Compensation*
- ------------- -------------------- ---------------------- -------------- -----------------
Aetna Life $294,931 $11,944,532
Insurance and
Annuity
Company
</TABLE>
* Compensation shown in column 5 includes deductions for mortality and expense
risk guarantees and contract charges assessed to cover costs incurred in the
sales and administration of the contracts issued under Variable Annuity Account
B.
Item 30. Location of Accounts and Records
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules under it relating to the securities
described in and issued under this Registration Statement are located at the
home office of the Depositor as follows:
Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
Item 31. Management Services
Not applicable
Item 32. Undertakings
Registrant hereby undertakes:
(a) to file a post-effective amendment to this registration statement on
Form N-4 as frequently as is necessary to ensure that the audited financial
statements in the registration statement are never more than sixteen months old
for as long as payments under the variable annuity contracts may be accepted;
(b) to include as part of any application to purchase a contract offered by
a prospectus which is part of this registration statement on Form N-4, a space
that an applicant can check to request a Statement of Additional Information;
and
(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.
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. 3 to its Registration Statement on Form N-4 (File No. 33-88722) and has
caused this Post-Effective Amendment No. 3 to its Registration Statement on Form
N-4 (File No. 33-88722) to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hartford, State of Connecticut, on the 30th day
of August, 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. 3 to the Registration Statement on Form N-4 (File No.
33-88722) has been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
- ----------------------- ------------------------------------- -------------
Daniel P. Kearney* Director and President )
-------------------
Daniel P. Kearney (principal executive officer) )
)
Timothy A. Holt* Director and Chief Financial Officer ) August
----------------
Timothy A. Holt ) 30th, 1996
)
Christopher J. Burns* Director )
---------------------
Christopher J. Burns )
)
Laura R. Estes* Director )
-----------------
Laura R. Estes )
)
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 )
-----------------
Deborah Koltenuk Controller )
</TABLE>
By: /s/ SUSAN E. BRYANT
------------------------
Susan E. Bryant
*Attorney-in-Fact
VARIABLE ANNUITY ACCOUNT B
Exhibit Index
<TABLE>
<CAPTION>
<S> <C> <C>
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 Contracts (GLID-CDA-HO, *
E2ACB95)
99-B.4.2 Endorsement (EGETE-IC(R)) to Contract GLID-CDA-HO *
99-B.5 Form of Variable Annuity Contract Application *
(300-GTD-IA)
99-B.6 Certificate 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 12, 1993
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
</TABLE>
*Incorporated by reference
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit No. Exhibit Page
- -------------- ------------------------------------------------- -----
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
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
</TABLE>
*Incorporated by reference
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit No. Exhibit Page
- ----------------- ---------------------------------------------------- ------
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 *
</TABLE>
*Incorporated by reference
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
--------------------------
KPMG Peat Marwick LLP
Hartford, Connecticut
August 30, 1996
151 Farmington Avenue Susan E. Bryant
Hartford, CT 06156 Counsel
Law and Regulatory Affairs, RE4C
(860) 273-7834
Fax: (860) 273-8340
August 30, 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. 3 to the Registration
Statement on Form N-4 File Nos. 33-88722 and 811-2512
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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.
3 to the Registration Statement on Form N-4 (File No. 33-88722) 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
