As filed with the Securities and Exchange Registration No. 33-76004*
Commission on May 15, 1997 Registration No. 811-4536
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
FORM S-6
POST-EFFECTIVE AMENDMENT NO. 7 TO
REGISTRATION STATEMENT
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
- --------------------------------------------------------------------------------
Variable Life Account B of Aetna Life Insurance and Annuity Company
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, RE4A, Hartford, Connecticut 06l56
(Complete Address of Depositor's Principal Executive Offices)
- --------------------------------------------------------------------------------
Julie E. Rockmore, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, RE4A, Hartford, Connecticut 06l56
(Name and Complete Address of Agent for Service)
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:
X 60 days after filing pursuant to paragraph (a)(1) 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, 1996
on February 28, 1997.
*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. 33-02339.
<PAGE>
VARIABLE LIFE ACCOUNT B
OF
AETNA LIFE INSURANCE AND ANNUITY COMPANY
Post-Effective Amendment No. 7 to
Registration Statement on Form S-6
Cross Reference Sheet
<TABLE>
<CAPTION>
Form N-8B-2
Item No. Part I (Prospectus dated May 1, 1997, and as Amended by Supplement dated July , 1997)
-------- -----------------------------------------------------------------------------------------
<S> <C>
1 Cover Page; Description of the Company and the Separate Account
2 Cover Page; Description of the Company and the Separate Account
3 Not Applicable
4 Cover Page; Description of the Company; Distribution of the Policies
5 Description of the Company and the Separate Account
6 Description of the Company and the Separate Account
7 Not Applicable
8 Financial Statements
9 Legal Matters
10 "What Choices Do You Make When You Buy a Policy?"; "What Charges or Deductions Are Made Under the Policy?"
and as amended; "Right to Instruct Voting of Fund Shares"; "How Might Your Policy Lapse?"; "If a Policy
Has Lapsed, Can You Reinstate the Policy"; "How is the Value of Your Policy Computed?"; "What is an
Accumulation Unit, and How is it Calculated?" and as amended; "What is the Cash Surrender Value of Your
Policy"; "What is the Maturity Value of Your Policy?"; "Can You Borrow on Your Policy?"; "What is the
"Free-Look Period"?"; "How will the Death Benefit be Paid?"; "Settlement Options"; "Additional
Information"; "Miscellaneous Contract Provisions"
11 Cover Page; "Premium Allocation"; Description of the Company and the Separate Account
12 Not Applicable
13 Summary of Charges and Fees For AetnaVest (and as amended); and AetnaVest II " What Charges or Deductions
Are Made Under the Policy?"; "When Does the Surrender Charge Apply?"
14 "What Happens When Your Premium Payment is Made"; "How is the Value of Your Policy Computed?"; "What is An
Accumulation Unit, and How is it Calculated?" and as amended
15 "What Choices Do You Make When You Buy a Policy?"; "What Happens When Your Premium Payment is Made?"; "How
is the Value of Your Policy Computed?"; "What is An Accumulation Unit, and How is it Calculated?" and as
amended
<PAGE>
Form N-8B-2
Item No. Part I (Prospectus dated May 1, 1997, and as Amended by Supplement dated July , 1997)
-------- -----------------------------------------------------------------------------------------
16 "How is the Value of Your Policy Computed?"; "What Choices Do You Make When You Buy a Policy?"; "What
Happens When Your Premium Payment is Made"
17 "What is the Cash Surrender Value of Your Policy?"; "When Does the Surrender Charge Apply?" "Can You
Borrow on Your Policy?"
18 Tax Matters
19 Reports to Policy Owners; Right to Instruct Voting of Fund Shares; Records and Accounts
20 Not Applicable
21 "Can You Borrow on Your Policy?"
22 Not Applicable
23 Directors and Officers of the Company and as amended
24 Miscellaneous Contract Provisions
25 The Company
26 Not Applicable
27 The Company
28 The Company; Directors and Officers of the Company and as amended
29 The Company
30 Not Applicable
31 Not Applicable
32 Not Applicable
33 Not Applicable
34 Not Applicable
35 Additional Information
36 Not Applicable
37 Not Applicable
38 Additional Information
39 The Company
40 Not Applicable
41 The Company
42 Not Applicable
43 Not Applicable
44 "How is the Value of Your Policy Computed?"; "What is an Accumulation Unit, and How is it Calculated?" and
as amended
45 Not Applicable
46 Illustrations of Death Benefits, Total Account Values and Cash Surrender Values for AetnaVest Policies and
as amended; Illustrations of Death Benefits, Total Account Values and Cash Surrender Values for AetnaVest
II Policies
47 "What Choices Do You Make When You Buy a Policy?"; "How is the Value of Your Policy Computed?"
<PAGE>
Form N-8B-2
Item No. Part I (Prospectus dated May 1, 1997, and as Amended by Supplement dated July , 1997)
-------- -----------------------------------------------------------------------------------------
48 Not Applicable
49 Not Applicable
50 Not Applicable
51 Not Applicable
52 The Separate Account
53 Tax Matters
54 Not Applicable
55 Not Applicable
56 Not Applicable
57 Not Applicable
58 Not Applicable
59 Financial Statements and as amended
</TABLE>
<PAGE>
Part I
The Prospectus is incorporated into Part I of this Post-Effective Amendment No.
7 by reference to Post-Effective Amendment No. 6 to the Registration Statement
on Form S-6 (File No. 33-76004), as filed electronically on April 22, 1997.
A supplement to the Prospectus is included herein.
<PAGE>
Supplement Dated July xx, 1997 to Prospectus dated May 1, 1997
The following changes are made to the Prospectus dated May 1, 1997:
1. With respect to AetnaVest only, the references to the current charge for
mortality and expense risks of 0.70% of the average daily net assets of the
Separate Account are deleted from the following sections:
[bullet] SUMMARY OF CHARGES AND FEES FOR AETNAVEST AND AETNAVEST II-Charges and
fees associated with the Separate Account" (p. 5) ;
[bullet] WHAT IS AN ACCUMULATION UNIT AND HOW IS IT CALCULATED (p.10);
[bullet] WHAT CHARGES OR DEDUCTIONS ARE MADE UNDER THE POLICY-Insurance and
Administrative Charges (p.12); and
[bullet] Appendix A, AetnaVest Policies (p.33).
These references are replaced with the following current charges for mortality
and expense risks shown as a percentage of the average daily net assets of the
Separate Account attributable to the Funds:
Fund Name Mortality and Expense Risk Charge
- --------- ---------------------------------
Aetna Variable Fund 0.65%
Aetna Investment Advisers Fund 0.65%
Aetna Ascent Variable Portfolio 0.55%
Aetna Crossroads Variable Portfolio 0.55%
Aetna Legacy Variable Portfolio 0.55%
For all other Funds available under the AetnaVest Policies, the current charge
for mortality and expense risks is 0.70% of the average daily net assets of the
Separate Account attributable to those Funds.
2. The information regarding the Directors and Officers of the Company on page
24 of the Prospectus is revised by deleting the name and biographical
information of Laura R. Estes.
3. Table I and Table III on pages 34 and 36, respectively are deleted and
replaced with the following.
AetnaVest Policy
Table I
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 25
$408.00 ANNUAL BASIC PREMIUM
NONSMOKER RISK
FACE AMOUNT $100,000
DEATH BENEFIT OPTION 1
<TABLE>
<CAPTION>
PREMIUMS
ACCUMULATED
AT DEATH BENEFIT TOTAL ACCOUNT VALUE CASH SURRENDER VALUE
5% INTEREST
YEAR PER YEAR GROSS 0.0% GROSS 6.0% GROSS 12.0% GROSS 0.0% GROSS 6.0% GROSS 12.0% GROSS 0.0% GROSS 6.0% GROSS 12.0%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 428 100000 100000 100000 182 199 216 0 0 0
2 878 100000 100000 100000 366 412 460 18 64 112
3 1351 100000 100000 100000 549 636 731 201 288 383
4 1846 100000 100000 100000 731 872 1034 383 524 686
5 2367 100000 100000 100000 910 1119 1368 562 771 1020
6 2914 100000 100000 100000 1099 1390 1750 815 1106 1465
7 3488 100000 100000 100000 1282 1670 2169 1068 1456 1954
8 4091 100000 100000 100000 1460 1960 2629 1315 1815 2484
9 4724 100000 100000 100000 1630 2258 3133 1554 2183 3058
10 5388 100000 100000 100000 1792 2563 3684 1786 2558 3678
15 9244 100000 100000 100000 2452 4189 7311 2452 4189 7311
20 14165 100000 100000 100000 2771 5894 12962 2771 5894 12962
25 20446 100000 100000 100000 2552 7466 21768 2552 7466 21768
30 28462 100000 100000 100000 1507 8553 35692 1507 8553 35692
40 51751 0 100000 116131 0 5041 95190 0 5041 95190
(AGE 65)
(1) Assumes no Policy loan has been made. Current cost of insurance rates
assumed. Current mortality and expense risk charges, administrative
charges, and premium load assumed.
If premiums are paid more frequently than annually, the Death Benefits, Total
Account Values, and Cash Surrender Values would be less than those illustrated.
These investment results are illustrative only and should not be considered
a representation of past or future investment results. Actual investment
results may be more or less than those shown and will depend on a number of
factors including the Policy Owner's allocations, and the Fund's rates of
return. The Total Account Value and Cash Value for a Policy would be different
from those shown if the actual investment rates of return averaged 0%, 6%, and
12% over a period of years, but fluctuated above or below those averages for
individual Policy Years. No representations can be made that these rates of
return will definitely be achieved for any one year or sustained over a period
of time.
</TABLE>
AetnaVest Policy
Table III
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY(1)
MALE ISSUE AGE 40
$744.00 ANNUAL BASIC PREMIUM
NONSMOKER RISK
FACE AMOUNT $100,000
DEATH BENEFIT OPTION 1
<TABLE>
<CAPTION>
ACCUMULATED
AT DEATH BENEFIT TOTAL ACCOUNT VALUE CASH SURRENDER VALUE
5% INTEREST
YEAR PER YEAR GROSS 0.0% GROSS 6.0% GROSS 12.0% GROSS 0.0% GROSS 6.0% GROSS 12.0% GROSS 0.0% GROSS 6.0% GROSS 12.0%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 781 100000 100000 100000 455 490 526 0 0 0
2 1601 100000 100000 100000 889 987 1091 216 315 418
3 2463 100000 100000 100000 1299 1490 1698 627 818 1026
4 3367 100000 100000 100000 1688 2000 2353 1016 1327 1681
5 4317 100000 100000 100000 2054 2514 3059 1381 1842 2387
6 5314 100000 100000 100000 2396 3034 3822 1847 2485 3272
7 6361 100000 100000 100000 2709 3553 4640 2294 3138 4225
8 7460 100000 100000 100000 2990 4068 5517 2710 3788 5237
9 8614 100000 100000 100000 3240 4580 6461 3094 4434 6315
10 9826 100000 100000 100000 3456 5086 7476 3445 5074 7465
15 16857 100000 100000 100000 3954 7419 13855 3954 7419 13855
20 25831 100000 100000 100000 2783 8598 22774 2783 8598 22774
25 37284 0 100000 100000 0 7597 35808 0 7597 35808
30 51902 0 100000 100000 0 2520 56263 0 2520 56263
25 37284 0 100000 100000 0 7597 35808 0 7597 35808
(AGE 65)
(1) Assumes no Policy loan has been made. Current cost of insurance rates
assumed. Current mortality and expense risk charges, administrative
charges, and premium load assumed.
If premiums are paid more frequently than annually, the Death Benefits, Total
Account Values, and Cash Surrender Values would be less than those illustrated.
These investment results are illustrative only and should not be considered
a representation of past or future investment results. Actual investment
results may be more or less than those shown and will depend on a number of
factors including the Policy Owner's allocations, and the Fund's rates of
return. The Total Account Value and Cash Value for a Policy would be different
from those shown if the actual investment rates of return averaged 0%, 6%, and
12% over a period of years, but fluctuated above or below those averages for
individual Policy Years. No representations can be made that these rates of
return will definitely be achieved for any one year or sustained over a period
of time.
</TABLE>
4. The financial statements of the Company and Variable Life Account B are
supplemented by unaudited financial statements of the Company and Variable Life
Account B as of March 31, 1997 included herein. (To be added by amendment.)
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
in that section.
UNDERTAKING PURSUANT TO RULE 484
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.
REPRESENTATIONS PURSUANT TO SECTION 26(e)(2)(A) OF
THE INVESTMENT COMPANY ACT OF 1940
REGISTRANT MAKES THE FOLLOWING REPRESENTATION:
Aetna Life Insurance and Annuity Company represents that the fees and charges
deducted under the policies 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.
CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 7 TO
REGISTRATION STATEMENT
This Post-Effective Amendment No. 7 to Registration Statement No. 33-76004
comprises the following papers and documents:
[bullet] The facing sheet.
[bullet] One supplement to the AetnaVest and AetnaVest II Flexible Premium
Variable Life prospectus consisting of 2 pages
<PAGE>
[bullet] The undertaking to file reports
[bullet] The undertaking pursuant to Rule 484
[bullet] Representations pursuant to Section 26(e)(2)(A) of the Investment
Company Act of 1940
[bullet] The signatures
[bullet] Written consents of the following persons:
A. Consent of Counsel (included as Exhibit 2.(ii) below)
B. Actuarial Consent (included as part of Exhibit 6 below)
C. Consent of Independent Auditors (included as Exhibit 7 below)
The following Exhibits:
1. Exhibits required by paragraph A of instructions to exhibits for
Form N-8B-2:
(1) Resolution establishing Variable Life Account B(1)
(2) Not Applicable
(3)(i) Master General Agent Agreement(1)
(3)(ii) Life Insurance General Agent Agreement(1)
(3)(iii)Broker Agreement(1)
(3)(iv) Life Insurance Broker-Dealer Agreement(1)
(4) Not Applicable
(5)(i) Form of AetnaVest I Policy (Policy No. 38899)(2)
(5)(ii) Form of AetnaVest II Policy, including Term Rider
(Policy No. 38899-90)(2)
(5)(iii)Amendment Rider (70194-94) to Form of Aetna Vest I Policy
(Policy No. 38899)(2)
(5)(iv) Amendment Rider (70195-94) to Form of Aetna Vest II Policy
(Policy No. 38899-90)(2)
(6)(i) Certificate of Incorporation and By-laws of Aetna Life
Insurance and Annuity Company(3)
(6)(ii) Amendment of Certificate of Incorporation of Aetna Life
Insurance and Annuity Company(4)
(7) Not Applicable
(8)(i) 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(5)
(8)(ii) Fund Participation Agreement between Aetna Life Insurance
and Annuity Company, Variable Insurance Products Fund and
Fidelity Distributors Corporation dated February 1, 1994
and amended on December 15, 1994, February 1, 1995, May 1,
1995, January 1, 1996 and March 1, 1996(4)
(8)(iii)Fund Participation Agreement between Aetna Life Insurance
and Annuity Company, Variable Insurance Products Fund II
and Fidelity Distributors Corporation dated February 1,
1994 and amended on December 15, 1994, February 1. 1995,
May 1, 1995, January 1, 1996 and March 1,1996(4)
<PAGE>
(8)(iv) Service Agreement between Aetna Life Insurance and Annuity
Company and Fidelity Investments Institutional Operations
Company dated as of November 1, 1995(6)
(8)(v) Fund Participation Agreement between Aetna Life Insurance
and Annuity Company and Janus Aspen Series dated April 19,
1994 and amended March 1, 1996(5)
(8)(vi) 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(5)
(8)(vii)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(6)
(8)(viii)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(5)
(9) Not Applicable
(10)(i) Form of Application for AetnaVest I Policy(7)
(10)(ii)Form of Application for AetnaVest II Policy(8)
2.(i) Opinion of Counsel(9)
2.(ii) Consent of Counsel
3. Not Applicable
4. Not Applicable
5. See item (27) below
6. Actuarial Opinion and Consent
7. Consent of Independent Auditors
8. Copy of Power of Attorney(10)
(27) Financial Data Schedule
1. Incorporated by reference to Post-Effective Amendment No. 2 to Registration
Statement on Form S-6 (File No. 33-76004), as filed electronically on
February 16, 1996.
2. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form S-6 (File No. 33-76004), as filed electronically on April
22, 1997.
3. 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.
4. Incorporated by reference to Post-Effective Amendment No. 12 to
Registration Statement on Form N-4 (File No. 33-75964), as filed
electronically on February 11, 1997.
5. 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.
6. 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.
<PAGE>
7. Incorporated by reference to Post-Effective Amendment No. 25 to
Registration Statement on Form S-6 (File No. 33-2339), as filed on April
25, 1995.
8. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on form S-6 (File No. 33-76004), as filed on April 25, 1995.
9. Incorporated by reference to Registrant's Rule 24f-2 Notice for fiscal year
ended December 31, 1996, as filed electronically on February 28, 1997.
10. Incorporated by reference to Registration Statement on Form S-2 (File No.
33-60477), as filed electronically on April 4, 1997. In addition, a
certified copy of the resolution adopted by the Depositor's Board of
Directors authorizing filings pursuant to a power of attorney as required
by Rule 478 under the Securities Act of 1933 is 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the Registrant,
Variable Life Account B of Aetna Life Insurance and Annuity Company, has duly
caused this Post-Effective Amendment No. 7 to its Registration Statement on Form
S-6 (File No. 33-76004) to be signed on its behalf by the undersigned, thereunto
duly authorized, and the seal of the Depositor to be hereunto affixed and
attested, all in the City of Hartford, and State of Connecticut, on this 15th
day of May, 1997.
VARIABLE LIFE ACCOUNT B OF
AETNA LIFE INSURANCE AND
ANNUITY COMPANY
(Registrant)
(SEAL)
ATTEST:/s/ Kirk P. Wickman
________________________
Kirk P. Wickman
Secretary
By: AETNA LIFE INSURANCE AND
ANNUITY COMPANY
(Depositor)
By: Daniel P. Kearney*
-------------------------------
Daniel P. Kearney
Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 7 to the Registration Statement No. 33-76004 has been signed below
by the following persons in the capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C> <C>
Daniel P. Kearney* Director and President )
- ------------------------------------ (Principal Executive Officer) )
Daniel P. Kearney )
)
Christopher J. Burns* Director ) May
- ------------------------------------ ) 15, 1997
Christopher J. Burns )
<PAGE>
)
Timothy A. Holt* Director )
- ------------------------------------ )
Timothy A. Holt )
)
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 LIFE ACCOUNT B
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ----------- ------- ----
<S> <C> <C>
99-1.1 Resolution of the Board of Directors of Aetna Life Insurance and Annuity *
Company establishing Variable Life Account B
99-1.3(i) Master General Agent Agreement *
99-1.3(ii) Life Insurance General Agent Agreement *
99-1.3(iii) Broker-Dealer Agreement *
99-1.3(iv) Life Insurance Broker-Dealer Agreement *
99-1.5(i) Form of AetnaVest I Policy (Policy No. 38899) *
99-1.5(ii) Form of AetnaVest II Policy, including Term Rider (Policy No. 38899-90) *
99-1.5(iii) Amendment Rider (70194-94) to Form of AetnaVest I Policy *
(Policy No. 38899)
99-1.5(iv) Amendment Rider (70195-94) to Form of AetnaVest II Policy (Policy No. *
38899-90)
99-1.6(i) Certificate of Incorporation and By-laws of Aetna Life Insurance and Annuity *
Company
99-1.6(ii) Amendment of Certificate of Incorporation of Aetna Life Insurance and Annuity *
Company
99-1.8(i) 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
99-1.8(ii) Fund Participation Agreement between Aetna Life Insurance and Annuity Company, *
Variable Insurance Products Fund and Fidelity Distributors Corporation dated
February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1,
1995, January 1, 1996 and March 1, 1996
*Incorporated by reference
<PAGE>
Exhibit No. Exhibit Page
- ----------- ------- ----
99-1.8(iii) Fund Participation Agreement between Aetna Life Insurance and Annuity Company, *
Variable Insurance Products Fund II and Fidelity Distributors Corporation dated
February 1, 1994 and amended on December 15, 1994, February 1. 1995, May 1,
1995, January 1, 1996 and March 1,1996
99-1.8(iv) Service Agreement between Aetna Life Insurance and Annuity Company and *
Fidelity Investments Institutional Operations Company dated as of November 1,
1995
99-1.8(v) Fund Participation Agreement between Aetna Life Insurance and Annuity Company *
and Janus Aspen Series dated April 19, 1994 and amended March 1, 1996
99-1.8(vi) 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
99-1.8(vii) Amendment dated as of February 20, 1996 to Fund Participation Agreement *
between Aetna Life Insurance and Annuity Company and Scudder Variable Life
Investment Fund dated April 27, 1992 as amended February 19, 1993 and August 13,
1993
99-1.8(viii) 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
99-1.10(i) Form of Application for AetnaVest I Policy *
99-1.10(ii) Form of Application for AetnaVest II Policy *
99-2.(i) Opinion of Counsel *
99-2.(ii) Consent of Counsel
------------------
99-6. Actuarial Opinion and Consent
------------------
*Incorporated by reference
<PAGE>
Exhibit No. Exhibit Page
- ----------- ------- ----
99-7 Consent of Independent Auditors
------------------
99-8 Copy of Power of Attorney *
27 Financial Data Schedule
------------------
</TABLE>
*Incorporated by reference
151 Farmington Avenue
Hartford, CT 06156
May 15, 1997 Susan E. Bryant
Counsel
Law Division, RE4A
Investments & Financial Services
(860) 273-7834
Fax: (860) 273-0356
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I hereby
consent to the use of my opinion dated February 28, 1997 (incorporated herein by
reference to the Rule 24f-2 Notice for the fiscal year ended December 31, 1996
filed on behalf of Variable Life Account B of Aetna Life Insurance and Annuity
Company on February 28, 1997) as an exhibit to this Post-Effective Amendment No.
7 to the Registration Statement on Form S-6 (File No. 33-76004 and 811-2512).
Sincerely,
/s/ Susan E. Bryant
Susan E. Bryant
Counsel
151 Farmington Avenue
Hartford, CT 06156
Jo-Anne Rankin, FSA, MAAA
Pricing Actuary
Life Products Group, TN41
(860) 273-4436
Fax: (860) 273-4438
May 9, 1997
Re: AetnaVest and AetnaVest II (File No. 33-76004)
Dear Sir or Madam:
This opinion is furnished in connection with registration by Aetna Life
Insurance and Annuity Company on Form S-6 of its flexible premium variable
universal life insurance product, (the "Policies") under the Securities Act of
1933. The prospectus included in the Registration Statement was prepared under
my direction, and I am familiar with the Registration Statement, as amended, and
Exhibits thereto.
In my opinion, the illustrations of benefits under the Policies included in the
prospectus under the caption "Illustrations of Death Benefits, Total Account
Values and Surrender Values," based on the assumptions stated in the
illustrations, are consistent with the provisions of the respective forms of the
Policies. Also in my opinion the age selected in the illustrations is
representative of the manner in which the Policies operate.
I hereby consent to use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Jo-Anne Rankin
Jo-Anne Rankin
Pricing Actuary
Consent of Independent Auditors
The Board of Directors of Aetna Life Insurance and Annuity Company and
Policyholders of Aetna Variable Life Account B:
We consent to the use of our reports dated February 4, 1997 and February 14,
1997 incorporated herein by reference in Registration Statement 33-76004.
/c/ KPMG Peat Marwick LLP.
KPMG Peat Marwick LLP
Hartford Connecticut
May 15, 1997
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<NAME> Aetna Vest and Vest II
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