<PAGE>
As filed with the Securities and Exchange Registration No. 33-75996*
Commission on November 27, 1996 Registration No. 811-2512
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- --------------------------------------------------------------------------------
Post-Effective Amendment No. 11 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, RC4A, 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, RC4A, Hartford, Connecticut 06156
(NAME AND ADDRESS OF AGENT FOR SERVICE)
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective (CHECK APPROPRIATE SPACE):
----- immediately upon filing pursuant to paragraph (b) of Rule 485
X on December 2, 1996 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
LOCATION - PROSPECTUS
DATED MAY 1, 1996,
AS AMENDED BY SUPPLEMENTS
DATED JUNE 21, 1996,
SEPTEMBER 3, 1996, SEPTEMBER 13,
1996, AND DECEMBER 2, 1996
FORM N-4
ITEM NO PART A (PROSPECTUS)
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;
and Portfolio Companies. . . . . . . . . . . . . Variable Annuity
Account B; The Funds
and as amended
6 Deductions and Expenses. . . . . . . . . . . . . Charges and
Deductions and as
amended;
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
Additional Information. . . . . . . . . . . . . Contents of the
Statement of
Additional
Information
<PAGE>
FORM N-4
ITEM NO. PART B (STATEMENT OF ADDITIONAL INFORMATION)
NO. 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
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. 11, 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 Supplements dated June 21, 1996, September 3, 1996, September 13,
1996 and December 2, 1996, as contained in Post-Effective Amendment Nos. 7, 8, 9
and 10, respectively, to the Registration Statement on Form N-4 (File No. 33-
75996), as filed electronically on June 21, 1996, August 30, 1996 and September
13, 1996 and October 1, 1996, respectively.
<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) See Exhibit 27 below
(15.1) Powers of Attorney(12)
<PAGE>
(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
Frederick D. Kelsven Vice President and Chief Compliance Officer
Kirk P. Wickman Vice President, General Counsel and
Secretary
* 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.
ITEM 27. NUMBER OF CONTRACT OWNERS
As of September 30, 1996, there were 42,728 individuals holding interests
in variable annuity contracts funded through Variable Annuity Account B.
<PAGE>
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 Inc. 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 and depositor for
the Registrant, Aetna Life Insurance and Annuity Company (ALIAC) also
acts as the principal underwriter and depositor 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, and Aetna Variable Portfolios,
Inc. (all registered as investment management companies under the 1940
Act). Additionally, ALIAC acts as the principal underwriter and
depositor for Variable Life Account B and Variable Annuity Accounts C
and G (separate accounts of ALIAC registered as unit investment trusts
under the 1940 Act). ALIAC also acts as the principal underwriter to
Variable Annuity Account I (a separate account of Aetna Insurance
Company of America registered as a unit investment trust under the
1940 Act).
(b) See Item 25 regarding the Depositor.
(c) Compensation as of December 31, 1995:
<PAGE>
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Name of Net Underwriting Compensation on
Principal Discounts and Redemption or Brokerage
Underwriter Commissions Annuitization Commissions Compensation*
- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
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
<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.
(e) Aetna Life Insurance and Annuity Company represents that the fees and
charges deducted under the contracts covered by this registration
statement, in the aggregate, are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the risks
assumed by the insurance company.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, 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. 11 to its Registration Statement on Form N-4 (File No. 33-75996) and has
caused this Post-Effective Amendment No 11 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 27th day
of November, 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. 11 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.
<TABLE>
<CAPTION>
Signature Title Date
- ---------- ---------------- -----
<S> <C> <C>
Daniel P. Kearney* Director and President )
- ----------------------- (principal executive officer) )
Daniel P. Kearney
)
Timothy A. Holt* Director and Chief Financial Officer ) November
- ----------------------- ) 27, 1996
Timothy A. Holt )
)
Christopher J. Burns* Director )
- ----------------------- )
Christopher J. Burns )
)
Laura R. Estes* Director )
- ----------------------- )
Laura R. Estes )
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
)
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
</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-B3.1 Form of Broker-Dealer Agreement *
99-B3.2 Alternative Form of Wholesaling Agreement and Related Selling *
Agreement
99-B4.1 Form of Variable Annuity Contract (G-CDA-HF) and
Endorsement (EGET-IC(R)) *
99-B4.2 Form of Variable Annuity Contract (IA-CDA-IA) *
99-B4.3 Endorsements (EIGET-IC(R), EIGF-IC, and EGF-IC(SPD)) to
Contract IA-CDA-IA *
99-B5.1 Form of Variable Annuity Contract Application (300-GTD-IA) *
99-B5.2 Form of Variable Annuity Contract Application (710.00.141) *
99-B.6 Certification of Incorporation and By-Laws of Depositor *
99-B8.1 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-B8.2 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-B8.3 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
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ---------- ------- ----
<C> <S> <C>
99-B8.4 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-B8.5 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-B8.6 Service Agreement between Aetna Life Insurance and Annuity Company and *
Fidelity Investments Institutional Operations Company dated as of
November 1, 1995
99-B8.7 Fund Participation Agreement between Aetna Life Insurance and Annuity *
Company and Janus Aspen Series dated April 19, 1994 and amended
March 1, 1996
99-B8.8 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-B8.9 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-B8.10 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-B8.11 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
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ---------- ------- ----
<C> <S> <C>
99-B8.12 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-B9 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>
151 Farmington Avenue Susan E. Bryant
Hartford, CT 06156 Counsel
Law and Regulatory Affairs, RC4A
(860) 273-7834
Fax: (860) 273-8340
November 26, 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. 11 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.
11 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.
<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
November 26, 1996
