<PAGE>
As filed with the Securities and Exchange File No. 33-59749
Commission September 16, 1996 File No. 811-8582
- --------------------------------------------------------------------------------
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 I of Aetna Insurance Company of America
(EXACT NAME OF REGISTRANT)
Aetna Insurance Company of America
(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 Insurance Company of America
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 fiscal year ended December
31, 1995 on February 29, 1996.
<PAGE>
VARIABLE ANNUITY ACCOUNT I
CROSS REFERENCE SHEET
PURSUANT TO RULE 481(A)
LOCATION - PROSPECTUS
DATED MAY 1 1996, AS
AMENDED BY SUPPLEMENTS
FORM N-4 DATED JUNE 21, 1996 AND
ITEM NO. PART A (PROSPECTUS) SEPTEMBER 16, 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,
Depositor, and Portfolio Companies............. The Company;
Variable Annuity
Account I; the Funds
and as amended
6 Deductions..................................... Charges and
Deductions
7 General Description of Variable
Annuity Contracts.............................. Contract Rights;
Miscellaneous
8 Annuity Period................................. Annuity Period
9 Death Benefit.................................. Death Benefit
10 Purchases and Contract Value................... Purchase;
Determining
Contract Value
11 Redemptions.................................... Contract Rights -
Withdrawals; Right
to Cancel
12 Taxes.......................................... Tax Status
13 Legal Proceedings.............................. Miscellaneous -
Legal Proceedings
14 Table of Contents of the Statement of
Additional Information......................... Statement of
Additional
Information - Table
of Contents
<PAGE>
FORM N-4 PART B (STATEMENT OF
ITEM NO. ADDITIONAL INFORMATION) 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. 3, respectively,
by reference to Post-Effective Amendment No. 1 to the Registration Statement
on Form N-4 (File No. 33-59749), 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. 33-59749), as filed electronically on June 21, 1996.
<PAGE>
VARIABLE ANNUITY ACCOUNT I
Aetna Insurance Company of America
Supplement dated September 16, 1996 to the Prospectus dated May 1, 1996
Aetna Marathon Plus -- Group and Individual Deferred Variable Annuity Contracts
THE INFORMATION IN THIS SUPPLEMENT UPDATES AND AMENDS THE INFORMATION CONTAINED
IN THE PROSPECTUS DATED MAY 1, 1996 (THE "PROSPECTUS") AND SHOULD BE READ WITH
THAT PROSPECTUS.
As of the date of this supplement, subject to applicable regulatory
authorization, the Aetna Variable Index Plus Portfolio and the MFS Value Series
are available as investment options under the variable annuity contract
described in the Prospectus.
The descriptions of the Aetna Variable Index Plus Portfolio and the MFS Value
Series are as follows:
- AETNA VARIABLE PORTFOLIOS, INC. -- AETNA VARIABLE INDEX PLUS PORTFOLIO
seeks to outperform the total return performance of publicly traded common
stocks represented by the S&P 500 Composite Stock Price Index ("S&P 500"),
a broad based stock market index composed of 500 common stocks selected by
the Standard & Poor's Corporation. The Portfolio uses the S&P 500 as a
comparative benchmark because it represents approximately two-thirds of
the total market value of all U.S. common stocks, and is well known to
investors. Aetna Life Insurance and Annuity Company is the investment
adviser for the Portfolio, and Aeltus Investment Management, Inc. is the
sub-adviser.
- MFS VALUE SERIES seeks capital appreciation. Dividend income, if any, is a
consideration incidental to the Series' objective of capital appreciation.
Massachusetts Financial Services Company is the investment adviser for MFS
Value Series.
Please refer to the respective Fund prospectuses for more comprehensive
information about the above-referenced investment options.
FEE TABLE
The following information amends the "Annual Expenses of the Funds" and
"Hypothetical Illustration" sections of the Fee Table to include information for
the new investment options. Please also refer to the table of Separate Account
Annual Expenses in the Fee Table in the Prospectus, which also applies to the
new investment options.
ANNUAL EXPENSES OF THE FUNDS
<TABLE>
<CAPTION>
TOTAL FUND
OTHER EXPENSES ANNUAL EXPENSES
INVESTMENT (AFTER EXPENSE (AFTER EXPENSE
ADVISORY FEES REIMBURSEMENT) REIMBURSEMENT)
------------- --------------- ---------------
<S> <C> <C> <C>
Aetna Variable Index Plus Portfolio 0.35% 0.15% 0.50%
MFS Value Series 0.75% 0.25%(1) 1.00%(1)
</TABLE>
(1) The Advisor has agreed to bear, subject to reimbursement, expenses for the
Value Series, such that aggregate operating expenses shall not exceed, on an
annualized basis, 1.00% of its average daily net assets through December 31,
1996, 1.25% of its average daily net assets from January 1, 1997 through
December 31, 1998, and 1.50% of its average daily net assets from January 1,
1999 through December 31, 2004; provided, however, that this obligation may
be terminated or revised at any time. Absent this expense arrangement,
"Other Expenses" and "Total Fund Annual Operating Expenses" would be 1.00%
and 1.75%, respectively, for the Value Series. The Value Series has an
expense offset arrangement which reduces its custodian fee based upon the
amount of cash maintained by the Series with its custodian and dividend
disbursing agent, and may enter into other such arrangements and directed
brokerage arrangements (which would also have the effect of reducing the
Series' expenses). Any such fee reductions are not reflected under "Other
Expenses."
FORM NO. X59749.2 September 1996
<PAGE>
HYPOTHETICAL ILLUSTRATION
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.
The following Examples illustrate the expenses that would have been paid
assuming a $1,000 investment in the Contract and a 5% return on assets. For the
purposes of these Examples, the maximum maintenance fee of $30 that can be
deducted under the Contract has been converted to a percentage of assets equal
to 0.020%.
<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 Index Plus
Portfolio $92 $114 $139 $224 $20 $60 $104 $224
MFS Value Series $96 $129 $164 $276 $25 $75 $129 $276
</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.)
PERFORMANCE INFORMATION
Performance information for the Aetna Variable Index Plus Portfolio's investment
adviser with respect to its management of funds similar to the Index Plus
Portfolio described above is contained in the Portfolio's prospectus.
THE FOLLOWING REPLACES THE THIRD SENTENCE UNDER THE SECTION ENTITLED "THE
COMPANY":
ALIAC is a wholly owned subsidiary of Aetna Retirement Holdings, Inc., which
is in turn a wholly owned subsidiary of Aetna Retirement Services, Inc. and
an indirect wholly owned subsidiary of Aetna Inc.
FORM NO. X59749.2 September 1996
<PAGE>
VARIABLE ANNUITY ACCOUNT I
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 I:
- Independent Auditor's Report
- Statement of Assets and Liabilities as of December 31, 1995
- Statement of Operations for the period June 28, 1995 to December
31, 1995
- Statement of Changes in Net Assets for the period June 28, 1995 to
December 31, 1995
- Notes to Financial Statements
Financial Statements of Depositor:
- Independent Auditors' Report
- Statements of Income for the years ended December 31, 1995, 1994
and 1993
- Balance Sheets for the years ended December 31, 1995 and 1994
- Statements of Changes in Shareholder's Equity for the years ended
December 31, 1995, 1994 and 1993
- Statements of Cash Flows for the years ended December 31, 1995,
1994 and 1993
- Notes to Financial Statements
(b) Exhibits
(1) Resolution of the Board of Directors of Aetna Insurance Company
of America establishing Variable Annuity Account I(1)
(2) Not Applicable
(3.1) Form of Selling Agreement(1)
(3.2) Form of Principal Underwriting Agreement(1)
(4.1) Form of Variable Annuity Contract (G2-CDA-94(IR))(1)
(4.2) Form of Variable Annuity Contract (G2-CDA-94(NQ))(1)
(5) Form of Variable Annuity Contract Application(1)
(6) Certificate of Incorporation and By-Laws of Depositor(1)
(7) Not Applicable
(8.1) Fund Participation Agreement among Aetna Insurance Company of
America, Alger American Fund and Fred Alger Management, Inc.
dated August 30, 1995(2)
(8.2) Fund Participation Agreements among Aetna Insurance Company of
America, Variable Insurance Products Fund and Fidelity
Distributors Corporation dated October 20, 1995(2)
<PAGE>
(8.3) Fund Participation Agreement among Aetna Insurance Company of
America, Variable Insurance Products Fund II and Fidelity
Distributors Corporation dated October 20, 1995(2)
(8.4) Fund Participation Agreement between Aetna Insurance Company of
America and Janus Aspen Series dated October 3, 1995(2)
(8.5) Fund Participation Agreement among Aetna Insurance Company of
America and Lexington Natural Resources Trust and Lexington
Management Corporation dated September 1, 1995(2)
(8.6) Fund Participation Agreement among Aetna Insurance Company of
America, Lexington Emerging Markets Fund, Inc. and Lexington
Management Corporation dated September 1, 1995(2)
(8.7) Form of Fund Participation Agreement among MFS Variable Insurance
Trust, Aetna Insurance Company of America and Massachusetts
Financial Services Company(2)
(8.8) First Amendment dated September 3, 1996 to Fund Participation
Agreement among MFS Variable Insurance Trust, Aetna Insurance
Company of America and Massachusetts Financial Services Company
(8.9) Fund Participation Agreement among Aetna Insurance Company of
America, TCI Portfolios, Inc. and Investors Research Corporation
dated October 9, 1995(2)
(8.10) Form of Administrative Service Agreement between Aetna Insurance
Company of America and Agency, Inc.(2)
(9) Opinion of Counsel(3)
(10.1) Consent of Independent Auditors
(10.2) Consent of Counsel
(11) Not applicable
(12) Not applicable
(13) Computation of Performance Data(1)
(14) Not applicable
(15.1) Power of Attorney(1)
(15.2) Certificate of Resolution Authorizing Signatures(1)
(27) Financial Data Schedule(2)
1. Incorporated by reference to Registration Statement on Form N-4 (File No.
33-59749), as filed electronically on June 1, 1995.
2 Incorporated by reference to Post-Effective Amendment No. 1 to
Registration Statement on Form N-4 (File No. 33-59749), as filed
electronically on April 22, 1996.
3. Incorporated by reference to Registrant's 24f-2 Notice for the fiscal year
ended December 31, 1995, as filed electronically on February 29, 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
James C. Hamilton Director, Vice President, Treasurer &
Alternate Qualified Actuary
Shaun P. Mathews Director and Senior Vice President
Scott A. Striegel Director and Senior Vice President
Maria F. McKeon 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 3,662 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account I.
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
<PAGE>
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 UNDERWRITERS
(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 Variable Portfolios, Inc., Aetna GET Fund,
Variable Life Account B and Variable Annuity Accounts B, C and G
(separate accounts of ALIAC registered as unit investment trusts).
Additionally, ALIAC is the investment adviser for Aetna Variable
Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna
Investment Advisers Fund, Inc., Aetna Generation Portfolios, Inc.,
Aetna Variable Portfolios, 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) Directors and Officers of the Underwriter
NAME AND PRINCIPAL
BUSINESS ADDRESS* POSITIONS AND OFFICES WITH UNDERWRITER
- ------------------- --------------------------------------
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
<PAGE>
NAME AND PRINCIPAL
BUSINESS ADDRESS* POSITIONS AND OFFICES WITH UNDERWRITER
- ------------------- --------------------------------------
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.
(c) Not applicable
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 Insurance Company of America
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.
<PAGE>
(d) The Company hereby represents that it is relying upon and complies
with the provisions of Paragraphs (1) through (4) of the SEC Staff's
No-Action Letter dated November 22, 1988 with respect to language
covering 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) 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 I of Aetna
Insurance Company of America, 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. 33-59749) and has
duly caused this Post-Effective Amendment No. 3 to Registration Statement on
Form N-4 (File No. 33-59749) to be signed on its behalf in the City of
Hartford, and State of Connecticut, on the 13th day of September, 1996.
VARIABLE ANNUITY ACCOUNT I OF AETNA
INSURANCE COMPANY OF AMERICA
(REGISTRANT)
By: AETNA INSURANCE COMPANY OF AMERICA
(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 Registration Statement on Form N-4 (File
No. 33-59749) has been signed by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
Daniel P. Kearney* Director and President )
- ------------------------ (principal executive officer) )
Daniel P. Kearney )
)
James C. Hamilton* Director, Vice President )
- ------------------------ and Treasurer) ) September
James C. Hamilton (principal accounting and ) 13, 1996
financial officer) )
)
Shaun P. Mathews* Director )
- ------------------------ )
Shaun P. Mathews )
)
Scott A. Striegel* Director )
- ------------------------ )
Scott A. Striegel )
By: /s/ Julie E. Rockmore
-----------------------------------
Julie E. Rockmore
*Attorney-in-Fact
<PAGE>
VARIABLE ANNUITY ACCOUNT I
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT PAGE
- ----------- ------- ----
99(b)(1) Resolution of the Board of Directors of Aetna *
Insurance Company of America establishing
Variable Annuity Account I
99(b)(3.1) Form of Selling Agreement *
99(b)(3.2) Form of Principal Underwriting Agreement *
99(b)(4.1) Form of Variable Annuity Contract (G2-CDA-94(IR)) *
99(b)(4.2) Form of Variable Annuity Contract (G2-CDA-94(NQ)) *
99(b)(5) Form of Variable Annuity Contract Application *
99(b)(6) Certificate of Incorporation and By-Laws of Depositor *
99(b)(8.1) Fund Participation Agreement among Aetna Insurance *
Company of America, Alger American Fund and Fred
Alger Management, Inc. dated August 30, 1995
99(b)(8.2) Fund Participation Agreements among Aetna Insurance *
Company of America, Variable Insurance Products Fund
and Fidelity Distributors Corporation dated
October 20, 1995
99(b)(8.3) Fund Participation Agreement among Aetna Insurance *
Company of America, Variable Insurance Products
Fund II and Fidelity Distributors Corporation
dated October 20, 1995
99(b)(8.4) Fund Participation Agreement between Aetna Insurance *
Company of America and Janus Aspen Series dated
October 3, 1995
99(b)(8.5) Fund Participation Agreement among Aetna Insurance *
Company of America and Lexington Natural Resources
Trust and Lexington Management Corporation dated
September 1, 1995
*Incorporated by reference
<PAGE>
EXHIBIT NO. EXHIBIT PAGE
- ----------- ------- ----
99(b)(8.6) Fund Participation Agreement among Aetna Insurance *
Company of America, Lexington Emerging Markets Fund,
Inc. and Lexington Management Corporation dated
September 1, 1995
99(b)(8.7) Form of Fund Participation Agreement among MFS *
Variable Insurance Trust, Aetna Insurance Company of
America and Massachusetts Financial Services Company
99(b)(8.8) First Amendment dated September 3, 1996 to Fund
Participation Agreement among MFS Variable Insurance
Trust, Aetna Insurance Company of America and
Massachusetts Financial Services Company _____
99(b)(8.9) Fund Participation Agreement among Aetna Insurance *
Company of America, TCI Portfolios, Inc. and Investors
Research Corporation dated October 9, 1995
99(b)(8.10) Form of Administrative Service Agreement between Aetna *
Insurance Company of America 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) Certificate of Resolution Authorizing Signatures *
27 Financial Data Schedule *
*Incorporated by reference
<PAGE>
FIRST AMENDMENT TO
PARTICIPATION AGREEMENT
THIS FIRST AMENDMENT TO THE PARTICIPATION AGREEMENT (the "First
Amendment") is made and entered into as of the 3rd day of September, 1996, by
and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust (the
"Trust"), AETNA INSURANCE COMPANY OF AMERICA, a Connecticut corporation (the
"Company") on its own behalf and on behalf of each of the segregated asset
accounts of the Company set for in Schedule A hereto (the "Accounts") and
MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation ("MFS").
WITNESSETH
WHEREAS the Trust, the Company and MFS are parties to a Participation
Agreement dated April 30, 1996 (the "Original Agreement"); and
WHEREAS the Trust, the Company and MFS now desire to modify the Original
Agreement to add an additional portfolio of the Trust.
NOW THEREFORE, in consideration of the premises and the mutual covenants
and promises expressed herein, the parties agree as follows:
1. Schedule A of the Original Agreement is hereby deleted and replaced with
Schedule A, attached hereto, effective as of September 3, 1996;
2. the Original Agreement, as supplemented by this First Amendment, is
ratified and confirmed; and
3. this First Amendment may be executed in two or more counterparts, which
together shall constitute one instrument.
IN WITNESS WHEREOF, the parties have executed this First Amendment as of
the date first above written.
AETNA INSURANCE COMPANY OF AMERICA
By its authorized officer,
By: /s/Shaun Matthews
--------------------------------
Title: Senior Vice President
-----------------------------
MFS VARIABLE INSURANCE TRUST, on behalf of the Portfolios
By its authorized officer and not individually,
By: /s/ A. Keith Brodkin
--------------------------------
MASSACHUSETTS FINANCIAL SERVICES COMPANY by its authorized
officer,
By: /s/ Arnold D. Scott
--------------------------------
<PAGE>
September 3, 1996
SCHEDULE A
ACCOUNTS, POLICIES AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT
NAME OF SEPARATE
ACCOUNT AND DATE POLICIES FUNDED BY PORTFOLIOS APPLICABLE TO
ESTABLISHED BY BOARD OF SEPARATE ACCOUNT POLICIES
DIRECTORS
- --------------------------------------------------------------------------------
Variable Annuity Account I Variable Annuity WORLD GOVERNMENT SERIES
(Est. May 31, 1994) EMERGING GROWTH SERIES
TOTAL RETURN SERIES
RESEARCH SERIES
VALUE SERIES
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors of Aetna Insurance Company of America
and Contract Owners of Aetna Variable Annuity Account I:
We consent to the use of our reports incorporated herein by reference.
Our report dated February 16, 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
September 13, 1996
<PAGE>
151 Farmington Avenue SUSAN E. BRYANT
Hartford, CT 06156 Counsel
Law and Regulatory Affairs, RE4C
(860) 273-7834
Fax: (860) 273-8340
September 13, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Variable Annuity Account I of Aetna Insurance Company of America
Post-Effective Amendment No. 3 to the Registration Statement on
Form N-4
FILE NOS. 33-59749 AND 811-8582
Gentlemen:
As Counsel of Aetna Insurance Company of America (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 I of Aetna Insurance Company of
America on February 29, 1996) as an exhibit to this Post-Effective Amendment
No. 3 to the Registration Statement on Form N-4 (File No. 33-59749) and to my
being named under the caption "Legal Matters" therein.
Very truly yours,
/s/ Susan E. Bryant
Susan E. Bryant
Counsel
Aetna Insurance Company of America
