<PAGE>
As filed with the Securities and Exchange Registration No. 33-34370*
Commission on June 21, 1996 Registration No. 811-2512
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- --------------------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 23 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. 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 the following earlier
Registration Statement: 33-87932.
<PAGE>
VARIABLE ANNUITY ACCOUNT C
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
FORM N-4
ITEM NO. LOCATION -
PROSPECTUS DATED MAY 1, 1996,
PART A AS AMENDED BY SUPPLEMENT
(PROSPECTUS) DATED JUNE 21, 1996
<C> <S> <C>
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, Depositor, The Company; Variable
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 of Contents of the Statement of
Additional Information.......................... Additional Information
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FORM N-4
ITEM NO. PART B (STATEMENT OF ADDITIONAL INFORMATION) LOCATION
<C> <S> <C>
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>
VARIABLE ANNUITY ACCOUNT B
Aetna Life Insurance and Annuity Company
Supplement dated June 21, 1996 to the Prospectus dated May 1, 1996
Aetna Marathon Plus -- Group and Individual Deferred
Variable Annuity Contracts
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.
- - 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.
<TABLE>
<CAPTION>
INVESTMENT TOTAL FUND
ADVISORY FEES OTHER EXPENSES* ANNUAL EXPENSES
------------- --------------- ---------------
<S> <C> <C> <C>
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%
</TABLE>
* 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.
- - 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 PAGES
FEE TABLE - 4 AND FEE TABLE - 5 IN THE PROSPECTUS:
<TABLE>
<CAPTION>
EXAMPLE A EXAMPLE B
------------------------------------- -------------------------------------
IF YOU WITHDRAW THE ENTIRE ACCOUNT IF YOU DO NOT WITHDRAW THE ACCOUNT
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 Fund $93 $117 $144 $235 $20 $ 63 $109 $235
Aetna Income Shares $92 $114 $140 $226 $20 $ 61 $105 $226
Aetna Investment Advisers
Fund, Inc. $93 $117 $145 $237 $21 $ 64 $110 $237
Aetna Ascent Variable
Portfolio $85 $123 $154 $254 $22 $ 69 $118 $254
Aetna Crossroads Variable
Portfolio $85 $123 $154 $254 $22 $ 69 $118 $254
Aetna Legacy Variable
Portfolio $85 $123 $154 $254 $22 $ 69 $118 $254
</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.)
<PAGE>
<TABLE>
<CAPTION>
CONTRACTS OR CERTIFICATES ISSUED IN NEW YORK
-----------------------------------------------------------------------------
EXAMPLE C EXAMPLE D
------------------------------------- -------------------------------------
IF YOU WITHDRAW THE ENTIRE ACCOUNT IF YOU DO NOT WITHDRAW THE ACCOUNT
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 Fund $71 $ 97 $125 $234 $20 $ 63 $108 $234
Aetna Income Shares $70 $ 94 $121 $226 $20 $ 61 $104 $226
Aetna Investment Advisers
Fund, Inc. $71 $ 97 $126 $236 $21 $ 64 $109 $236
Aetna Ascent Variable
Portfolio $73 $102 $135 $253 $22 $ 69 $118 $253
Aetna Crossroads Variable
Portfolio $73 $102 $135 $253 $22 $ 69 $118 $253
Aetna Legacy Variable
Portfolio $73 $102 $135 $253 $22 $ 69 $118 $253
</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 C.)
- - THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND UNDER "INVESTMENT
OPTIONS -- THE FUNDS" WITH RESPECT TO THE INVESTMENT ADVISERS FOUND ON PAGE 5
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. 23, respectively,
by reference to Post-Effective Amendment No. 22 to the Registration Statement
on Form N-4 (File No. 33-34370), 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 Selling Agreement(2)
(3.2) Alternative Form of Wholesaling Agreement and Related Selling
Agreement(3)
(3.3) Form of Federated Broker Dealer Agreement (9/2/94)(4)
(4.1) Form of Variable Annuity Contracts and Certificates (G-CDA-IC(NQ),
G-CDA-IC(IR), I-CDA-IC(NQ/MP), I-CDA-IC(IR/MP), GMCC-IC(NQ) and
GMCC-IC(IR))(5)
(4.2) Form of Variable Annuity Contracts and Certificates
(G-CDA-IC(IR/NY), GMCC-IC(IR-NY), G-CDA-IC(NQ/NY) and
GMCC-IC(NQ/NY))(6)
(5) Form of Variable Annuity Contract Application (300-MAR-IB and
710.6.13)(5)
(6) Certificate of Incorporation and By-Laws of Depositor(7)
(7) Not applicable
<PAGE>
(8.1) Fund Participation Agreement (Amended and Restated) between Aetna
Life Insurance and Annuity Company, Alger American Fund and Fred
Alger Management, Inc. dated as of March 31, 1995(3)
(8.2) Fund Participation Agreement by and among Aetna Life Insurance and
Annuity Company, Insurance Management Series and Federated Advisors
dated December 12, 1994(8)
(8.3) Fund Participation Agreements between Aetna Life Insurance and
Annuity Company and Fidelity Distributors Corporation (Variable
Insurance Products Fund) dated February 1, 1994 and amended March
1, 1996(3)
(8.4) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company and Fidelity Distributors Corporation (Variable
Insurance Products Fund II) dated February 1, 1994 and amended
March 1, 1996(3)
(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(3)
(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(3)
(8.7) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company, Lexington Emerging Markets Fund, Inc. and
Lexington Management Corporation (its investment advisor) dated
April 28, 1994(2)
(8.8) Form of Fund Participation Agreement among MFS Variable Insurance
Trust, Aetna Life Insurance and Annuity Company and Massachusetts
Financial Services Company(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(3)
(8.10) Form of Administrative Service Agreement between Aetna Life
Insurance and Annuity Company and Agency, Inc.(2)
(9) Opinion of Counsel(9)
(10.1) Consent of Independent Auditors
(10.2) Consent of Counsel
(11) Not applicable
(12) Not applicable
(13) Computation of Performance Data(10)
(14) Not applicable
(15.1) Powers of Attorney(11)
(15.2) Authorization for Signatures(3)
(27) Financial Data Schedule(2)
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.
<PAGE>
2. Incorporated by reference to Post-Effective Amendment No. 22 to
Registration Statement on Form N-4 (File No. 33-34370), as filed
electronically on April 22, 1996.
3. 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.
4. Incorporated by reference to Post-Effective Amendment No. 3 to
Registration Statement on Form N-4 (File No. 33-79122), as filed
electronically on August 16, 1995.
5. Incorporated by reference to Post-Effective Amendment No. 15 to
Registration Statement on Form N-4 (File No. 33-34370), as filed on April
19, 1994.
6. Incorporated by reference to Post-Effective Amendment No. 1 to
Registration Statement on Form N-4 (File No. 33-87932), as filed
electronically on September 18, 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 Pre-Effective Amendment No. 1 to
Registration Statement on Form N-4 (File No. 33-79122), as filed on
September 15, 1994.
9. Incorporated by reference to Registrant's 24f-2 Notice for fiscal
year ended December 31, 1995, as filed electronically on February 29,
1996.
10. Incorporated by reference to Post-Effective Amendment No. 19 to
Registration Statement on Form N-4 (File No. 33-34370), as filed on April
28, 1995.
11. 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.
<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 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 interest 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 Generation Portfolios, Inc., Aetna Income Shares,
Aetna Series Fund, Inc., 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
<PAGE>
Fund, Aetna Series Fund, Inc., and Aetna Generation Portfolios, Inc.
ALIAC is also the depositor of Variable Life Account B and Variable
Annuity Accounts 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
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;
<PAGE>
(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) The Company hereby represents that it is relying upon and will
comply with the provisions of Paragraphs (1) through (4) of the SEC
Staff's No-Action Letter dated November 22, 1988 with respect to
language concerning withdrawal restrictions applicable to plans
established pursuant to Section 403(b) of the Internal Revenue Code.
See American Counsel of Life Insurance; SEC No-Action Letter,
[1989 Transfer Binder] Fed. SEC. L. Rep. (CCH) PARA 78,904 at 78,523
(November 22, 1988).
(e) Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<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. 23 to its Registration Statement on Form N-4 (File No. 33-34370) and has
duly caused this Post-Effective Amendment No. 23 to its Registration
Statement on Form N-4 (File No. 33-34370) to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hartford, State of
Connecticut, on the 20th 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. 23 to the Registration Statement on Form N-4 (File No.
33-34370) has been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<C> <S> <C>
Daniel P. Kearney* Director and President )
- ------------------------- )
Daniel P. Kearney (principal executive officer) )
)
Timothy A. Holt* Director and Chief Financial Officer )
- ------------------------- )
Timothy A. Holt )
)
Christopher J. Burns* Director ) June
- ------------------------- ) 20, 1996
Christopher J. Burns )
)
Laura R. Estes* Director )
- ------------------------- )
Laura R. Estes )
)
Gail P. Johnson* Director )
- ------------------------- )
Gail P. Johnson )
</TABLE>
<PAGE>
<TABLE>
<C> <S> <C>
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 )
</TABLE>
By: /s/ Julie E. Rockmore
-------------------------------------------
Julie E. Rockmore
*Attorney-in-Fact
<PAGE>
VARIABLE ANNUITY ACCOUNT B
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT PAGE
<C> <S> <C>
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 Selling Agreement *
99-B.3.2 Alternative Form of Wholesaling Agreement and Related Selling *
Agreement
99-B.3.3 Form of Federated Broker Dealer Agreement (9/2/94) *
99-B.4.1 Form of Variable Annuity Contracts and Certificates (G-CDA- *
IC(NQ), G-CDA-IC(IR), I-CDA-IC(NQ/MP), I-CDA-
IC(IR/MP), GMCC-IC(NQ) and GMCC-IC(IR))
99-B.4.2 Form of Variable Annuity Contracts and Certificates (G-CDA- *
IC(IR/NY), GMCC-IC(IR-NY), G-CDA-IC(NQ/NY) and
GMCC-IC(NQ/NY))
99-B.5 Form of Variable Annuity Contract Applications *
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 by and among Aetna Life *
Insurance and Annuity Company, Insurance Management Series
and Federated Advisor dated December 12, 1994
99-B.8.3 Fund Participation Agreements 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 Distributors Corporation
(Variable Insurance Products Fund II) dated February 1, 1994
amd amended March 1, 1996
</TABLE>
*Incorporated by reference
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT PAGE
<C> <S> <C>
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, Lexington Emerging Markets Fund, Inc. and
Lexington Management Corporation (its investment advisor)
dated April 28, 1994
99-B.8.8 Form of Fund Participation Agreement among MFS Variable *
Insurance Trust, Aetna Life Insurance and Annuity Company and
Massachusetts Financial Services Company
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.8.10 Form of Administrative Service Agreement between Aetna Life *
Insurance and Annuity Company and Agency, Inc.
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
<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.
/s/ KPMG Peat Marwick
Hartford, Connecticut
June 19, 1996
<PAGE>
Susan E. Bryant
Counsel
Law and Regulatory Affairs, RE4C
151 Farmington Avenue
Hartford, CT 06156
(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. 23 to the Registration Statement on
Form N-4
File Nos. 33-34370 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. 23 to the Registration Statement on Form N-4
(File No. 33-34370) 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
