-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EF3bT5UagAQ3hhvqSzqdhEc+wLaGPUS5XTm4pAHwHWMu+URGwdtBekZwivtiWH6O jDHUHo93cseZqc/kgKoA4A== 0000928389-96-000156.txt : 19960903 0000928389-96-000156.hdr.sgml : 19960903 ACCESSION NUMBER: 0000928389-96-000156 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960830 EFFECTIVENESS DATE: 19960830 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INS & ANNUITY CO CENTRAL INDEX KEY: 0000103005 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-88722 FILM NUMBER: 96624713 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-02512 FILM NUMBER: 96624714 BUSINESS ADDRESS: STREET 1: 151 FARMINGTON AVE CITY: HARTFORD STATE: CT ZIP: 06156 BUSINESS PHONE: 2032734808 MAIL ADDRESS: STREET 1: AETNA LIFE & CASUALTY STREET 2: 151 FARMINGTON AVE CITY: HARTFORD STATE: CT ZIP: 06156 FORMER COMPANY: FORMER CONFORMED NAME: VARIABLE ANNUITY ACCOUNT B OF AETNA VARIABLE ANNUITY LIFE IN DATE OF NAME CHANGE: 19791108 485BPOS 1 VARIABLE ANNUITY ACCOUNT B As filed with the Securities and Exchange Registration No. 33-88722 Commission on August 30, 1996 Registration No. 811-2512 - ----------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-4 - ----------------------------------------------------------------------------- Post-Effective Amendment No. 3 To REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 and Amendment To REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ----------------------------------------------------------------------------- Variable Annuity Account B of Aetna Life Insurance and Annuity Company (Exact Name of Registrant) Aetna Life Insurance and Annuity Company (Name of Depositor) 151 Farmington Avenue, RE4C, Hartford, Connecticut 06156 (Address of Depositor's Principal Executive Offices) (Zip Code) Depositor's Telephone Number, including Area Code: (860) 273-7834 Susan E. Bryant, Counsel Aetna Life Insurance and Annuity Company 151 Farmington Avenue, RE4C, Hartford, Connecticut 06156 (Name and Address of Agent for Service) ----------------------------------------------------------------------------- It is proposed that this filing will become effective (Check appropriate space): __X__ immediately upon filing pursuant to paragraph (b) of Rule 485 _____ on ________________________ pursuant to paragraph (b) of Rule 485 Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has registered an indefinite number of securities under the Securities Act of 1933. The Registrant filed a Rule 24f-2 Notice for the fiscal year ended December 31, 1995 on February 29, 1996. VARIABLE ANNUITY ACCOUNT B CROSS REFERENCE SHEET
LOCATION - PROSPECTUS DATED MAY 1, 1996, AS AMENDED BY SUPPLEMENTS FORM N-4 DATED JUNE 21, 1996 AND ITEM NO. PART A (PROSPECTUS) SEPTEMBER 3, 1996 - ---------------- ---------------------------------- ------------------------- 1 Cover Page Cover Page 2 Definitions Definitions 3 Synopsis Prospectus Summary; Fee Table and as amended 4 Condensed Financial Information Condensed Financial Information 5 General Description of Registrant, The Company; Variable Depositor, and Portfolio Companies Annuity Account B; The Funds and as amended 6 Deductions and Expenses Charges and Deductions; Distribution 7 General Description of Variable Purchase; Miscellaneous Annuity Contracts 8 Annuity Period Annuity Period 9 Death Benefit Death Benefit During Accumulation Period; Death Benefit Payable During the Annuity Period 10 Purchases and Contract Value Purchase; Contract Valuation 11 Redemptions Right to Cancel; Withdrawals 12 Taxes Tax Status 13 Legal Proceedings Miscellaneous - Legal Matters and Proceedings
Form N-4 Part B (Statement of Additional Item No. Information) Location - ---------------- ----------------------------------------------- ------------------------- 14 Table of Contents of the Statement Contents of the of Additional Information Statement of Additional Information 15 Cover Page Cover page 16 Table of Contents Table of Contents 17 General Information and History General Information and History 18 Services General Information and History; Independent Auditors 19 Purchase of Securities Being Offered Offering and Purchase of Contracts 20 Underwriters Offering and Purchase of Contracts 21 Calculation of Performance Data Performance Data; Average Annual Total Return Quotations 22 Annuity Payments Annuity Payments 23 Financial Statements Financial Statements
Part C (Other Information) Information required to be included in Part C is set forth under the appropriate item, so numbered, in Part C to this Registration Statement. PARTS A AND B The Prospectus and the Statement of Additional Information are incorporated into Part A and Part B of this Post-Effective Amendment No. 3 , respectively, by reference to Post- Effective Amendment No. 1 to the Registration Statement on Form N-4 (File No. 33- 88722), as filed electronically on April 22, 1996 and by reference to a Supplement dated June 21, 1996 contained in Post-Effective Amendment No. 2 to the Registration Statement on Form N-4 (File No. 33-88722), as filed electronically on June 21, 1996. VARIABLE ANNUITY ACCOUNT B Aetna Life Insurance and Annuity Company Supplement Dated September 3, 1996 to Prospectus Dated May 1, 1996 This supplement describes Series C of Aetna GET Fund (GET C), an investment option which may be available under the contract described by the prospectus to which this supplement is attached (Contract) and a guarantee offered by the Aetna Life Insurance and Annuity Company (Aetna) in connection with investments in GET C. AETNA GET FUND - Series C GET C seeks to achieve maximum total return without compromising a minimum targeted rate of return by participating in favorable equity market performance during a Guaranteed Period. GET C shares will be offered for a limited time period (Offering Period). Aetna reserves the right to reject amounts of less than $5,000 transferred to GET C. Aetna is the investment adviser to GET C. Aeltus Investment Management, Inc. is the sub-adviser to GET C. THE GET FUND GUARANTEE GET C will mature in five years (Maturity Date), which will end the Guaranteed Period for GET C. Aetna guarantees that the value of a GET C accumulation unit on the Maturity Date will not be less than the value of a GET C accumulation unit at the beginning of the Guaranteed Period. If necessary, Aetna will transfer funds from its General Account to GET C to offset any shortfall. THIS GUARANTEE DOES NOT APPLY TO WITHDRAWALS OR TRANSFERS MADE BEFORE THE MATURITY DATE. Such withdrawals or transfers are made at the actual accumulation unit value on the date of the transaction. GET C is only available as an investment option during the accumulation period. GET C should not be selected if annuity payments or other withdrawals or transfers from GET C are expected to begin prior to the Maturity Date. Participants must transfer any portion of the value of their contract (Contract Value) held in GET C to another investment option before an annuity option is elected. Prior to the Maturity Date, Aetna will send a notice to each contract owner/participant with amounts in GET C advising them of the Maturity Date and that another investment option must be elected. If no such election is made, on the Maturity Date Aetna will transfer the portion of the Contract Value based on GET C to another available series of GET Fund. If no GET Fund series is available, 50% of the Contract Value from GET C will be transferred to Aetna Variable Fund, a growth and income fund. The remaining 50% of the Contract Value from GET C will be transferred to Aetna Income Shares, a bond fund. The transfers would be made as of the next valuation date. The following information supplements the Fee Table contained in the Prospectus. AETNA GET FUND SERIES C ANNUAL EXPENSES (As a percentage of average net assets)
INVESTMENT OTHER TOTAL FUND ADVISORY FEE* EXPENSES** ANNUAL EXPENSES -------------- ---------- --------------- Aetna GET Fund Series C 0.60% 0.15% 0.75%
* 0.25% during the Offering Period. Thereafter, a management fee at an annual rate of 0.60% will apply during the Guaranteed Period. ** Administrative Services includes all other expenses of GET C. See the prospectus for GET C for a more complete description of the fund, including charges and expenses. SEPARATE ACCOUNT ANNUAL EXPENSES (As an annual percentage of average net asset value. The daily equivalent is deducted from the GET C Subaccount of the Separate Account.)
During the Accumulation Period: Mortality and Expense Risk Charge 0.75% GET Guarantee Charge (deducted daily during the Guaranteed Period) 0.25% Administrative Expense Charge. We currently do not impose an Administrative Expense Charge. However, we reserve the right to deduct a daily charge from the Subaccounts equivalent on an annual basis to not more than 0.25% 0.00% ----- Total Separate Account Annual Expenses 1.00%
See the Contract Prospectus for charges during the annuity period. HYPOTHETICAL ILLUSTRATION (Example) - Aetna GET Fund Series C THIS EXAMPLE IS PURELY HYPOTHETICAL. IT SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR EXPECTED RETURN. ACTUAL EXPENSES AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW. Whether or not you withdraw or if you annuitize your Account, assuming a 5% annual return on assets, you would have paid the following expenses on a $1,000 investment at the end of the applicable time period:
Example A Example B If you withdraw your entire Account Value at If you do not withdraw your Account Value, or the end of the periods shown, you would pay if you annuitize at the end of the periods the following expenses, including any shown, you would pay the following expenses applicable deferred sales charge: or (no deferred sales charge is reflected):* 1 Year 3 Years 5 Years 10 Years 1 Year 3 Years 5 Years 10 Years $ 69 $ 110 $ 154 $ 206 $ 18 $ 55 $ 95 $ 206
* This Example would not apply if a nonlifetime variable annuity option is selected, and a lump-sum settlement is requested within three years after annuity payments start since the lump-sum payment will be treated as a withdrawal during the Accumulation Period and will be subject to any deferred sales charge that would then apply. (Refer to Example A.) PERFORMANCE INFORMATION Performance information for the investment adviser with respect to its management of funds similar to the Fund described above is contained in the Fund's prospectus. The following replaces the second paragraph under the section entitled "The Company": The Company is a wholly owned subsidiary of Aetna Retirement Holdings, Inc., which is in turn a wholly subsidiary of Aetna Retirement Services, Inc. and an indirect wholly owned subsidiary of Aetna Inc. VARIABLE ANNUITY ACCOUNT B PART C - OTHER INFORMATION Item 24. Financial Statements and Exhibits (a) Financial Statements: (1) Included in Part A: Condensed Financial Information (2) Included in Part B: Financial Statements of Variable Annuity Account B: - Independent Auditors' Report - Statement of Assets and Liabilities as of December 31, 1995 - Statement of Operations for the year ended December 31, 1995 - Statements of Changes in Net Assets for the years ended December 31, 1995 and 1994 - Notes to Financial Statements Financial Statements of the Depositor: - Independent Auditors' Report - Consolidated Statements of Income for the years ended December 31, 1995, 1994 and 1993 - Consolidated Balance Sheets as of December 31, 1995 and 1994 - Consolidated Statements of Changes in Shareholder's Equity for the years ended December 31, 1995, 1994 and 1993 - Consolidated Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993 - Notes to Consolidated Financial Statements (b) Exhibits (1) Resolution of the Board of Directors of Aetna Life Insurance and Annuity Company establishing Variable Annuity Account B (Footnote 1) (2) Not applicable (3.1) Form of Broker-Dealer Agreement(Footnote 2) (3.2) Alternative Form of Wholesaling Agreement and Related Selling Agreement(Footnote 2) (4.1) Form of Variable Annuity Contract (GLID-CDA-HO, E2ACB95) (Footnote 3) (4.2) Endorsement (EGETE-IC(R)) to Contract GLID-CDA-HO (Footnote 4) (5) Form of Variable Annuity Contract Application (300-GTD- IA)(Footnote 5) (6) Certificate of Incorporation and By-Laws of Depositor (Footnote 6) (7) Not applicable (8.1) Fund Participation Agreement (Amended and Restated) between Aetna Life Insurance and Annuity Company, Alger American Fund and Fred Alger Management, Inc. dated March 31, 1995 (Footnote 2) (8.2) Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Calvert Asset Management Company (Calvert Responsibly Invested Balanced Portfolio, formerly Calvert Socially Responsible Series) dated March 13, 1989 and amended December 27, 1993 (Footnote 2) (8.3) Second Amendment dated January 1, 1996 to Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Calvert Asset Management Company (Calvert Responsibly Invested Balanced Portfolio, formerly Calvert Socially Responsible Series) dated March 13, 1989 and amended December 27, 1993 (Footnote 6) (8.4) Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Fidelity Distributors Corporation (Variable Insurance Products Fund) dated February 1, 1994 and amended March 1, 1996 (Footnote 2) (8.5) Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Fidelity Distribution Corporation (Variable Insurance Products Fund II) dated February 1, 1994 and amended March 1, 1996 (Footnote 2) (8.6) Service Agreement between Aetna Life Insurance and Annuity Company and Fidelity Investments Institutional Operations Company dated as of November 1, 1995 (Footnote 7) (8.7) Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Janus Aspen Series dated April 19, 1994 and amended March 1, 1996 (Footnote 2) (8.8) Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Lexington Management Corporation regarding Natural Resources Trust dated December 1, 1988 and amended February 11, 1991 (Footnote 2) (8.9) Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Advisers Management Trust (now Neuberger & Berman Advisers Management Trust) dated April 14, 1989 and as assigned and modified on May 1, 1995 (Footnote 2) (8.10) Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Scudder Variable Life Investment Fund dated April 27, 1992 and amended February 19, 1993 and August 13, 1993 (Footnote 2) (8.11) Amendment dated as of February 20, 1996 to Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Scudder Variable Life Investment Fund dated April 27, 1992 as amended February 19, 1993 and August 13, 1993 (Footnote 7) (8.12) Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Investors Research Corporation and TCI Portfolios, Inc. dated July 29, 1992 and amended December 22, 1992 and June 1, 1994 (Footnote 2) (9) Opinion of Counsel (Footnote 8) (10.1) Consent of Independent Auditors (10.2) Consent of Counsel (11) Not applicable (12) Not applicable (13) Computation of Performance Data (Footnote 3) (14) Not applicable (15.1) Powers of Attorney (Footnote 9) (15.2) Authorization for Signatures (Footnote 2) (27) Financial Data Schedule(Footnote 10) 1. Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75986), as filed electronically on April 22, 1996. 2. Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 33-75986), as filed electronically on April 12, 1996. 3. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 33-88722), as filed electronically on November 30, 1995. 4. Incorporated by reference to Post-Effective Amendment No. 8 to Registration Statement on Form N-4 (File No. 33-75986), as filed electronically on August 30, 1996. 5. Incorporated by reference to Post-Effective Amendment No. 60 to Registration Statement on Form N-4 (File No. 2-52449), as filed on February 24, 1995. 6. Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (File No. 33-60477), as filed electronically on April 15, 1996. 7. Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 33-88720), as filed electronically on June 28, 1996. 8. Incorporated by reference to Registrant's 24f-2 Notice for fiscal year ended December 31, 1995, as filed electronically on February 29, 1996. 9. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-01107), as filed electronically on August 2, 1996. 10. Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 33-88722), as filed electronically on April 22, 1996. Item 25. Directors and Officers of the Depositor
Name and Principal Business Address* Positions and Offices with Depositor - ----------------------- ---------------------------------------- Daniel P. Kearney Director and President Timothy A. Holt Director, Senior Vice President and Chief Financial Officer Christopher J. Burns Director and Senior Vice President Laura R. Estes Director and Senior Vice President Gail P. Johnson Director and Vice President John Y. Kim Director and Senior Vice President Shaun P. Mathews Director and Vice President Glen Salow Director and Vice President Creed R. Terry Director and Vice President Deborah Koltenuk Vice President and Treasurer, Corporate Controller Zoe Baird Senior Vice President and General Counsel Diane Horn Vice President and Chief Compliance Officer Susan E. Schechter Corporate Secretary and Counsel
* The principal business address of all directors and officers listed is 151 Farmington Avenue, Hartford, Connecticut 06156. Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant Incorporated herein by references to Item 26 of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 (File No. 333-01107), as filed electronically on August 2, 1996. Item 27. Number of Contract Owners As of June 30, 1996, there were 40,218 individuals holding interests in variable annuity contracts funded through Variable Annuity Account B. Item 28. Indemnification Reference is hereby made to Section 33-320a of the Connecticut General Statutes ("C.G.S.") regarding indemnification of directors and officers of Connecticut corporations. The statute provides in general that Connecticut corporations shall indemnify their officers, directors, employees, agents, and certain other defined individuals against judgments, fines, penalties, amounts paid in settlement and reasonable expenses actually incurred in connection with proceedings against the corporation. The corporation's obligation to provide such indemnification does not apply unless (1) the individual is successful on the merits in the defense of any such proceeding; or (2) a determination is made (by a majority of the board of directors not a party to the proceeding by written consent; by independent legal counsel selected by a majority of the directors not involved in the proceeding; or by a majority of the shareholders not involved in the proceeding) that the individual acted in good faith and in the best interests of the corporation; or (3) the court, upon application by the individual, determines in view of all the circumstances that such person is reasonably entitled to be indemnified. C.G.S. Section 33-320a provides an exclusive remedy: a Connecticut corporation cannot indemnify a director or officer to an extent either greater or less than that authorized by the statute, e.g., pursuant to its certificate of incorporation, bylaws, or any separate contractual arrangement. However, the statute does specifically authorize a corporation to procure indemnification insurance to provide greater indemnification rights. The premiums for such insurance may be shared with the insured individuals on an agreed basis. Consistent with the statute, Aetna Life and Casualty Company has procured insurance from Lloyd's of London and several major United States excess insurers for its directors and officers and the directors and officers of its subsidiaries, including the Depositor, which supplements the indemnification rights provided by C.G.S. Section 33-320a to the extent such coverage does not violate public policy. Item 29. Principal Underwriter (a) In addition to serving as the principal underwriter for the Registrant, Aetna Life Insurance and Annuity Company (ALIAC) also acts as the principal underwriter for Aetna Variable Encore Fund, Aetna Variable Fund, Aetna Series Fund, Inc., Aetna Generation Portfolios, Inc., Aetna Income Shares, Aetna Investment Advisers Fund, Inc., Aetna GET Fund, Variable Life Account B and Variable Annuity Accounts C and G (separate accounts of ALIAC registered as unit investment trusts), and Variable Annuity Account I (a separate account of Aetna Insurance Company of America registered as a unit investment trust). Additionally, ALIAC is the investment adviser for Aetna Variable Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna Investment Advisers Fund, Inc., Aetna GET Fund, and Aetna Series Fund, Inc. ALIAC is also the depositor of Variable Life Account B and Variable Annuity Accounts B, C and G. (b) See Item 25 regarding the Depositor. (c) Compensation as of December 31, 1995:
(1) (2) (3) (4) (5) Name of Net Underwriting Compensation on Principal Discounts and Redemption Brokerage Underwriter Commissions or Annuitization Commissions Compensation* - ------------- -------------------- ---------------------- -------------- ----------------- Aetna Life $294,931 $11,944,532 Insurance and Annuity Company
* Compensation shown in column 5 includes deductions for mortality and expense risk guarantees and contract charges assessed to cover costs incurred in the sales and administration of the contracts issued under Variable Annuity Account B. Item 30. Location of Accounts and Records All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules under it relating to the securities described in and issued under this Registration Statement are located at the home office of the Depositor as follows: Aetna Life Insurance and Annuity Company 151 Farmington Avenue Hartford, Connecticut 06156 Item 31. Management Services Not applicable Item 32. Undertakings Registrant hereby undertakes: (a) to file a post-effective amendment to this registration statement on Form N-4 as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen months old for as long as payments under the variable annuity contracts may be accepted; (b) to include as part of any application to purchase a contract offered by a prospectus which is part of this registration statement on Form N-4, a space that an applicant can check to request a Statement of Additional Information; and (c) to deliver any Statement of Additional Information and any financial statements required to be made available under this Form N-4 promptly upon written or oral request. (d) Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES As required by the Securities Act of 1933, as amended, and the Investment Company Act of 1940, the Registrant, Variable Annuity Account B of Aetna Life Insurance and Annuity Company, certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment No. 3 to its Registration Statement on Form N-4 (File No. 33-88722) and has caused this Post-Effective Amendment No. 3 to its Registration Statement on Form N-4 (File No. 33-88722) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hartford, State of Connecticut, on the 30th day of August, 1996. VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INSURANCE AND ANNUITY COMPANY (Registrant) By: AETNA LIFE INSURANCE AND ANNUITY COMPANY (Depositor) By: Daniel P. Kearney* ------------------------- Daniel P. Kearney President As required by the Securities Act of 1933, as amended, this Post- Effective Amendment No. 3 to the Registration Statement on Form N-4 (File No. 33-88722) has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - ----------------------- ------------------------------------- ------------- Daniel P. Kearney* Director and President ) ------------------- Daniel P. Kearney (principal executive officer) ) ) Timothy A. Holt* Director and Chief Financial Officer ) August ---------------- Timothy A. Holt ) 30th, 1996 ) Christopher J. Burns* Director ) --------------------- Christopher J. Burns ) ) Laura R. Estes* Director ) ----------------- Laura R. Estes ) ) Gail P. Johnson* Director ) ---------------- Gail P. Johnson ) ) John Y. Kim* Director ) ------------ John Y. Kim ) ) Shaun P. Mathews* Director ) ----------------- Shaun P. Mathews ) ) Glen Salow* Director ) ---------------- Glen Salow ) ) Creed R. Terry* Director ) ---------------- Creed R. Terry ) ) Deborah Koltenuk* Vice President and Treasurer, Corporate ) ----------------- Deborah Koltenuk Controller )
By: /s/ SUSAN E. BRYANT ------------------------ Susan E. Bryant *Attorney-in-Fact 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 Contracts (GLID-CDA-HO, * E2ACB95) 99-B.4.2 Endorsement (EGETE-IC(R)) to Contract GLID-CDA-HO * 99-B.5 Form of Variable Annuity Contract Application * (300-GTD-IA) 99-B.6 Certificate of Incorporation and By-Laws of * Depositor 99-B.8.1 Fund Participation Agreement (Amended and Restated) * between Aetna Life Insurance and Annuity Company, Alger American Fund and Fred Alger Management, Inc. dated March 31, 1995 99-B.8.2 Fund Participation Agreement between Aetna Life * Insurance and Annuity Company and Calvert Asset Management Company (Calvert Responsibly Invested Balanced Portfolio, formerly Calvert Socially Responsible Series) dated March 13, 1989 and amended December 12, 1993 99-B.8.3 Second Amendment dated January 1, 1996 to Fund * Participation Agreement between Aetna Life Insurance and Annuity Company and Calvert Asset Management Company (Calvert Responsibly Invested Balanced Portfolio, formerly Calvert Socially Responsible Series) dated March 13, 1989 and amended December 27, 1993
*Incorporated by reference
Exhibit No. Exhibit Page - -------------- ------------------------------------------------- ----- 99-B.8.4 Fund Participation Agreement between Aetna Life * Insurance and Annuity Company and Fidelity Distributors Corporation (Variable Insurance Products Fund) dated February 1, 1994 and amended March 1, 1996 99-B.8.5 Fund Participation Agreement between Aetna Life * Insurance and Annuity Company and Fidelity Distribution Corporation (Variable Insurance Products Fund II) dated February 1, 1994 and amended March 1, 1996 99-B.8.6 Service Agreement between Aetna Life Insurance and * Annuity Company and Fidelity Investments Institutional Operations Company dated as of November 1, 1995 99-B.8.7 Fund Participation Agreement between Aetna Life * Insurance and Annuity Company and Janus Aspen Series dated April 19, 1994 and amended March 1, 1996 99-B.8.8 Fund Participation Agreement between Aetna Life * Insurance and Annuity Company and Lexington Management Corporation regarding Natural Resources Trust dated December 1, 1988 and amended February 11, 1991 99-B.8.9 Fund Participation Agreement between Aetna Life * Insurance and Annuity Company and Advisers Management Trust (now Neuberger & Berman Advisers Management Trust) dated April 14, 1989 and as assigned and modified on May 1, 1995 99-B.8.10 Fund Participation Agreement between Aetna Life * Insurance and Annuity Company and Scudder Variable Life Investment Fund dated April 27, 1992 and amended February 19, 1993 and August 13, 1993 99-B.8.11 Amendment dated as of February 20, 1996 to Fund * Participation Agreement between Aetna Life Insurance and Annuity Company and Scudder Variable Life Investment Fund dated April 27, 1992 as amended February 19, 1993 and August 13, 1993
*Incorporated by reference
Exhibit No. Exhibit Page - ----------------- ---------------------------------------------------- ------ 99-B.8.12 Fund Participation Agreement between Aetna Life * Insurance and Annuity Company, Investors Research Corporation and TCI Portfolios, Inc. dated July 29, 1992 and amended December 22, 1992 and June 1, 1994 99-B.9 Opinion of Counsel * 99-B.10.1 Consent of Independent Auditors -------- 99-B.10.2 Consent of Counsel -------- 99-B.13 Computation of Performance Data * 99-B.15.1 Powers of Attorney * 99-B.15.2 Authorization for Signatures * 27 Financial Data Schedule *
*Incorporated by reference EX-99.B.10.1 2 CONSENT OF INDEPENDENT AUDITORS Consent of Independent Auditors The Board of Directors of Aetna Life Insurance and Annuity Company and Contract Owners of Aetna Variable Annuity Account B: We consent to the use of our reports incorporated herein by reference. Our report dated February 6, 1996 refers to a change in 1993 in the Company's method of accounting for certain investments in debt and equity securities. /s/ KPMG PEAT MARWICK LLP -------------------------- KPMG Peat Marwick LLP Hartford, Connecticut August 30, 1996 EX-99.B.10.2 3 CONSENT OF COUNSEL 151 Farmington Avenue Susan E. Bryant Hartford, CT 06156 Counsel Law and Regulatory Affairs, RE4C (860) 273-7834 Fax: (860) 273-8340 August 30, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: Filing Desk Re: Variable Annuity Account B of Aetna Life Insurance and Annuity Company Post-Effective Amendment No. 3 to the Registration Statement on Form N-4 File Nos. 33-88722 and 811-2512 ----------------------------------------------------------------- Gentlemen: As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I hereby consent to the use of my opinion dated February 28, 1996 (incorporated herein by reference to the 24f-2 Notice for the fiscal year ended December 31, 1995 filed on behalf of Variable Annuity Account B of Aetna Life Insurance and Annuity Company on February 29, 1996) as an exhibit to this Post-Effective Amendment No. 3 to the Registration Statement on Form N-4 (File No. 33-88722) and to my being named under the caption "Legal Matters" therein. Very truly yours, - ------------------------ /s/ Susan E. Bryant Susan E. Bryant Counsel Aetna Life Insurance and Annuity Company -----END PRIVACY-ENHANCED MESSAGE-----