As filed with the Securities and Exchange Registration No. 33-75996*
Commission on June 21, 1996 Registration No. 811-2512
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- --------------------------------------------------------------------------------
Post-Effective Amendment No. 7 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
Form N-4 Location - Prospectus
-------- ---------------------
Item No. dated May 1, 1996, as
-------- ---------------------
amended by Supplement
---------------------
dated June 21, 1996
-------------------
Part A
------
(Prospectus)
- ------------
1 Cover Page.......................... Cover Page
2 Definitions......................... Definitions
3 Synopsis or Highlights.............. 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
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
14 Table of Contents of the Statement Contents of the Statement
of Additional Information........... of Additional Information
<PAGE>
Form N-4
--------
Item No. Part B (Statement of Additional Location
-------- 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
Part C (Other Information)
--------------------------
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C to this Registration Statement.
<PAGE>
VARIABLE ANNUITY ACCOUNT B
Aetna Life Insurance and Annuity Company
Supplement dated June 21, 1996 to the Prospectus dated May 1, 1996
AetnaPlus -- Group Variable Annuity Contracts for
Employer-Sponsored Deferred Compensation Plans
At a June 17, 1996 Special Meeting of the shareholders of Aetna Variable Fund,
Aetna Income Shares, Aetna Investment Advisers Fund, Inc., Aetna Ascent Variable
Portfolio, Aetna Crossroads Variable Portfolio and Aetna Legacy Variable
Portfolio ("Funds"), shareholders of the respective Funds approved a proposal to
increase the advisory fees for each of the Funds effective August 1, 1996.
Therefore, this supplement amends the information contained in the May 1, 1996
Prospectus (the "Prospectus"), as described below.
(bullet) The following table modifies the information contained under "Annual
Expenses of the Funds" on page Fee Table - 2 of the Prospectus to
reflect increases in advisory fees of the respective Funds effective
August 1, 1996 as if the increases had been in effect for the year
ended December 31, 1996. The other investment options are not affected
by this change.
Total Fund
Investment Other Annual
Advisory Fees Expenses* Expenses
------------- --------- --------
Aetna Variable Fund 0.50% 0.06% 0.56%
Aetna Income Shares 0.40% 0.08% 0.48%
Aetna Investment Advisers Fund, Inc. 0.50% 0.08% 0.58%
Aetna Ascent Variable Portfolio 0.60% 0.15% 0.75%
Aetna Crossroads Variable Portfolio 0.60% 0.15% 0.75%
Aetna Legacy Variable Portfolio 0.60% 0.15% 0.75%
* As of May 1, 1996, the Company provides administrative services to the
Funds and assumes the Funds' ordinary recurring direct costs under an
Administrative Services Agreement. The "Other Expenses" shown are not
based on figures for the year ended December 31, 1995, but reflect the
fee payable under this Agreement.
(bullet) The following illustration applies to the Funds effective August 1,
1996 to reflect the increases in the respective advisory fees and
modifies the information found in the "Hypothetical Illustration
(Example)" found on page Fee Table - 3 in the Prospectus:
<TABLE>
<CAPTION>
EXAMPLE A EXAMPLE B
--------- ---------
<S> <C> <C>
If you withdraw your entire If you do not withdraw
Account Value at the end of your Account Value, or if
the periods shown, you you annuitize at the end
would pay the following of the periods shown, you
expenses, including any would pay the following
applicable deferred sales expenses (no deferred
charge: sales charge is reflected):*
</TABLE>
<TABLE>
<CAPTION>
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 Fund $70 $112 $158 $215 $19 $58 $99 $215
Aetna Income Shares $69 $110 $154 $206 $18 $55 $95 $206
Aetna Investment Advisers Fund, Inc $70 $113 $158 $217 $19 $58 $100 $217
Aetna Ascent Variable Portfolio $72 $118 $167 $235 $21 $63 $109 $235
Aetna Crossroads Variable Portfolio $72 $118 $167 $235 $21 $63 $109 $235
Aetna Legacy Variable Portfolio $72 $118 $167 $235 $21 $63 $109 $235
</TABLE>
<PAGE>
* 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.)
(bullet) The following information supplements the information found under
"Investment Options-The Funds" with respect to the investment advisers
found on page 3 in the Prospectus:
Effective August 1, 1996, Aeltus Investment Management, Inc. ("Aeltus") will
become the subadviser for the following Funds:
Aetna Variable Fund
Aetna Income Shares
Aetna Variable Encore Fund(1)
Aetna Investment Advisers Fund, Inc.
Aetna Ascent Variable Portfolio
Aetna Crossroads Variable Portfolio
Aetna Legacy Variable Portfolio
(1) It is currently expected that the proposal relating to the approval of
Aeltus as a subadviser for the Aetna Variable Encore Fund will be submitted
to shareholders at a meeting to be held on July 19, 1996. If approved, such
proposal would be effective on August 6, 1996. (Refer to your Fund
prospectus for further information.)
<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. 7, 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.
<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)(3)
(4.2) Form of Variable Annuity Contract (IA-CDA-IA)(4)
(5.1) Form of Variable Annuity Contract Application (300-GTD-IA)(5)
(5.2) Form of Variable Annuity Contract Application (710.00.141)(6)
(6) Certification of Incorporation and By-Laws of Depositor(7)
(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)
(8.2) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Calvert Asset Management Company (Calvert
Responsibly Invested Balanced
<PAGE>
Portfolio, formerly Calvert Socially Responsible Series) dated
March 13, 1989 and amended December 27, 1993(2)
(8.3) 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)
(8.4) 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)
(8.5) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Janus Aspen Series dated April 19, 1994 and
amended March 1, 1996(2)
(8.6) 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)
(8.7) 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)
(8.8) 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)
(8.9) 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(8)
(10.1) Consent of Independent Auditors
(10.2) Consent of Counsel
(11) Not applicable
(12) Not applicable
(13) Computation of Performance Data(9)
(14) Not applicable
(15.1) Powers of Attorney(10)
(15.2) Authorization for Signatures(2)
(27) Financial Data Schedule(11)
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.
<PAGE>
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 N-4 (File No. 33-76000), as filed on April
28, 1995.
7. 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.
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 Post-Effective Amendment No. 4 to
Registration Statement on Form N-4 (File No. 33-75964), as filed on April
28, 1995.
10.Incorporated by reference to Post-Effective Amendment No. 3 to
Registration Statement on Form N-4 (File No. 33-75974), as filed
electronically on April 9, 1996.
11.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
Eugene M. Trovato 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 25 of Post-Effective Amendment
No. 41 to the Registration Statement on Form N-1A (File No. 2-53038), as
filed electronically on June 7, 1996.
<PAGE>
Item 27. Number of Contract Owners
- ----------------------------------
As of March 31, 1996, there were 35,885 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 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:
(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. 7 to its Registration Statement on Form N-4 (File No. 33-75996) and has
caused this Post-Effective Amendment No 7 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 19th day
of June, 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. 7 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 ) June
- ------------------------- ) 19, 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 )
)
Eugene M. Trovato* Vice President and Treasurer, Corporate )
- ------------------------- Controller )
Eugene M. Trovato )
)
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) *
99-B.4.2 Form of Variable Annuity 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
99-B.8.3 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.8.4 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
*Incorporated by reference
<PAGE>
Exhibit No. Exhibit Page
- ----------- ------- ----
99-B.8.5 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.8.6 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.8.7 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.8.8 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.8.9 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
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.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
June 19, 1996
AETNA 151 Farmington Avenue Susan E. Bryant
LOGO Hartford, CT 06156 Counsel
Law and Regulatory Affairs, RE4C
(860) 273-7834
Fax: (860) 273-8340
June 19, 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. 7 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.
7 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
