<PAGE>
As filed with the Securities and Exchange File No. 33-59749
Commission June 21, 1996 File No. 811-8582
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- -------------------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 2 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)
FORM N-4
ITEM NO. LOCATION -
PROSPECTUS DATED MAY 1, 1996,
PART A AS AMENDED BY SUPPLEMENT
(PROSPECTUS) DATED JUNE 21, 1996
1 Cover Page Cover Page
2 Definitions Definitions
3 Synopsis or Highlights Prospectus Summary;
Fee Table and as amended
4 Condensed Financial Information Condensed Financial
Information
5 General Description of Registrant,
Depositor, and Portfolio Companies The Company; Variable
Annuity Account I; the
Funds
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
ITEM NO. PART B (STATEMENT OF ADDITIONAL LOCATION
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.
<PAGE>
VARIABLE ANNUITY ACCOUNT I
Aetna Insurance Company of America
Supplement dated June 21, 1996 to the Prospectus dated May 1, 1996
Aetna Marathon Plus -- Group and Individual Deferred Variable Annuity Contract
AT A JUNE 17, 1996 SPECIAL MEETING OF THE SHAREHOLDERS OF AETNA VARIABLE FUND,
AETNA INCOME SHARES, AETNA INVESTMENT ADVISERS FUND, INC., AETNA ASCENT VARIABLE
PORTFOLIO, AETNA CROSSROADS VARIABLE PORTFOLIO AND AETNA LEGACY VARIABLE
PORTFOLIO ("FUNDS"), SHAREHOLDERS OF THE RESPECTIVE FUNDS APPROVED A PROPOSAL TO
INCREASE THE ADVISORY FEES FOR EACH OF THE FUNDS EFFECTIVE AUGUST 1, 1996.
THEREFORE, THIS SUPPLEMENT AMENDS THE INFORMATION CONTAINED IN THE MAY 1, 1996
PROSPECTUS (THE "PROSPECTUS"), AS DESCRIBED BELOW.
- - THE FOLLOWING TABLE MODIFIES THE INFORMATION CONTAINED UNDER "ANNUAL EXPENSES
OF THE FUNDS" ON PAGE FEE TABLE - 2 OF THE PROSPECTUS TO REFLECT INCREASES IN
ADVISORY FEES OF THE RESPECTIVE FUNDS EFFECTIVE AUGUST 1, 1996 AS IF THE
INCREASES HAD BEEN IN EFFECT FOR THE YEAR ENDED DECEMBER 31, 1996. THE OTHER
INVESTMENT OPTIONS ARE NOT AFFECTED BY THIS CHANGE.
<TABLE>
<CAPTION>
INVESTMENT TOTAL FUND
ADVISORY FEES OTHER EXPENSES* ANNUAL EXPENSES
------------- --------------- ---------------
<S> <C> <C> <C>
Aetna Variable Fund 0.50% 0.06% 0.56%
Aetna Income Shares 0.40% 0.08% 0.48%
Aetna Investment Advisers Fund, Inc. 0.50% 0.08% 0.58%
Aetna Ascent Variable Portfolio 0.60% 0.15% 0.75%
Aetna Crossroads Variable Portfolio 0.60% 0.15% 0.75%
Aetna Legacy Variable Portfolio 0.60% 0.15% 0.75%
</TABLE>
* As of May 1, 1996, the Company provides administrative services to the Funds
and assumes the Funds' ordinary recurring direct costs under an Administrative
Services Agreement. The "Other Expenses" shown are not based on figures for
the year ended December 31, 1995, but reflect the fee payable under this
Agreement.
- - THE FOLLOWING ILLUSTRATION APPLIES TO THE FUNDS EFFECTIVE AUGUST 1, 1996 TO
REFLECT THE INCREASES IN THE RESPECTIVE ADVISORY FEES AND MODIFIES THE
INFORMATION FOUND IN THE "HYPOTHETICAL ILLUSTRATION (EXAMPLE)" FOUND ON PAGE
FEE TABLE - 4 IN THE PROSPECTUS:
<TABLE>
<CAPTION>
EXAMPLE A EXAMPLE B
------------------------------------- -------------------------------------
IF YOU WITHDRAW YOUR ENTIRE ACCOUNT IF YOU DO NOT WITHDRAW YOUR ACCOUNT
VALUE AT THE END OF THE PERIODS VALUE, OR IF YOU ANNUITIZE AT THE END
SHOWN, YOU WOULD PAY THE FOLLOWING OF THE PERIODS SHOWN, YOU WOULD PAY
EXPENSES, INCLUDING ANY APPLICABLE THE FOLLOWING EXPENSES (NO DEFERRED
DEFERRED SALES CHARGE: SALES CHARGE IS REFLECTED):*
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aetna Variable Fund $92 $116 $142 $231 $20 $ 62 $107 $231
Aetna Income Shares $91 $113 $138 $222 $19 $ 60 $103 $222
Aetna Investment Advisers
Fund, Inc. $92 $116 $143 $233 $20 $ 63 $108 $233
etna Ascent Variable Portfolio $94 $121 $152 $250 $22 $ 68 $116 $250
Aetna Crossroads Variable
Portfolio $94 $121 $152 $250 $22 $ 68 $116 $250
Aetna Legacy Variable
Portfolio $94 $121 $152 $250 $22 $ 68 $116 $250
</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.)
Form No. X59749.1 June 1996
<PAGE>
- -THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND UNDER "INVESTMENT
OPTIONS-THE FUNDS" WITH RESPECT TO THE INVESTMENT ADVISERS FOUND ON PAGE 5 IN
THE PROSPECTUS:
Effective August 1, 1996, Aeltus Investment Management, Inc. ("Aeltus") will
become the subadviser for the following Funds:
Aetna Variable Fund
Aetna Income Shares
Aetna Variable Encore Fund(1)
Aetna Investment Advisers Fund, Inc.
Aetna Ascent Variable Portfolio
Aetna Crossroads Variable Portfolio
Aetna Legacy Variable Portfolio
(1) It is currently expected that the proposal relating to the approval of
Aeltus as a subadviser for the Aetna Variable Encore Fund will be submitted
to shareholders at a meeting to be held on July 19, 1996. If approved, such
proposal would be effective on August 6, 1996. (Refer to your Fund
prospectus for further information.)
Form No. X59749.1 June 1996
<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. 2, 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.
<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 Auditors' 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
- Statement of Income for the years ended December 31, 1995, 1994 and
1993
- Balance Sheets for the year 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
<PAGE>
October 20, 1995(2)
(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) Fund Participation Agreement among Aetna Insurance Company of
America, TCI Portfolios, Inc. and Investors Research Corporation
dated October 9, 1995(2)
(8.9) 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 reference to Item 25 of Post-Effective Amendment No.
41 to the Registration Statement on Form N-1A (File No. 2-53038), as filed
electronically on June 7, 1996.
ITEM 27. NUMBER OF CONTRACT OWNERS
As of March 31, 1996, there were 1,292 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.
<PAGE>
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 UNDERWRITERS
(a) Aetna Life Insurance and Annuity Company (ALIAC) is the principal
Underwriter for the Registrant. In addition to serving as the principal
underwriter for the Registrant, 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 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 GET Fund, Aetna Series Fund, Inc., and Aetna Generation
Portfolios, 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
<PAGE>
Glen Salow Director and Vice President
Creed R. Terry Director and Vice President
Eugene M. Trovato Vice President and Treasurer, Corporate
Controller
Zoe Baird Senior Vice President and General
Counsel
Diane Horn Vice President and Chief Compliance
Officer
Susan E. Schechter Corporate Secretary and Counsel
* The principal business address of all directors and officers listed is 151
Farmington Avenue, Hartford, Connecticut 06156.
(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 Registrant 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
<PAGE>
(c) to deliver any Statement of Additional Information and any financial
statements required to be made available under this Form N-4 promptly
upon written or oral request.
(d) The Company hereby represents that it is relying upon and 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. 2 to its Registration Statement on Form N-4 (File No. 33-59749) and has
duly caused this Post-Effective Amendment No. 2 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 20th day of June, 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. 2 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 )
James C. Hamilton (principal accounting and ) June
financial officer) ) 20, 1996
)
Shaun P. Mathews* Director )
- --------------------- )
Shaun P. Mathews )
)
Scott A. Striegel* Director )
- --------------------- )
Scott A. Striegel )
)
<PAGE>
By: /s/ Julie E. Rockmore
---------------------------------
Julie E. Rockmore
*Attorney-in-Fact<PAGE>
<PAGE>
VARIABLE ANNUITY ACCOUNT I
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT PAGE
- ----------- ------- ----
24(b)(1) Resolution of the Board of Directors of Aetna *
Insurance Company of America establishing
Variable Annuity Account I
24(b)(3.1) Form of Selling Agreement *
24(b)(3.2) Form of Principal Underwriting Agreement *
24(b)(4.1) Form of Variable Annuity Contract (G2-CDA-94(IR)) *
24(b)(4.2) Form of Variable Annuity Contract (G2-CDA-94(NQ)) *
24(b)(5) Form of Variable Annuity Contract Application *
24(b)(6) Certificate of Incorporation and By-Laws of Depositor *
24(b)(8.1) Fund Participation Agreement among Aetna Insurance *
Company of America, Alger American Fund and Fred
Alger Management, Inc. dated August 30, 1995
24(b)(8.2) Fund Participation Agreements among Aetna *
Insurance Company of America, Variable Insurance
Products Fund and Fidelity Distributors Corporation
dated October 20, 1995
24(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
24(b)(8.4) Fund Participation Agreement between Aetna Insurance *
Company of America and Janus Aspen Series dated
October 3, 1995
24(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
- ----------- ------- ----
24(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
24(b)(8.7) Form of Fund Participation Agreement among MFS *
Variable Insurance Trust, Aetna Insurance Company
of America and Massachusetts Financial Services
Company
24(b)(8.8) Fund Participation Agreement among Aetna Insurance *
Company of America, TCI Portfolios, Inc. and
Investors Research Corporation dated October 9, 1995
24(b)(8.9) Form of Administrative Service Agreement between *
Aetna Insurance Company of Americanand Agency, Inc.
24(b)(9) Opinion of Counsel *
24(b)(10.1) Consent of Independent Auditors ____
24(b)(10.2) Consent of Counsel ____
24(b)(13) Computation of Performance Data *
24(b)(15.1) Power or Attorney *
24(b)(15.2) Certificate of Resolution Authorizing Signatures *
27 Financial Data Schedule *
*Incorporated by reference
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors of Aetna Insurance Company of America
and Contract Owners of Variable Annuity Account I:
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG Peat Marwick
Hartford, Connecticut
June 19, 1996
<PAGE>
Susan E. Bryant
Counsel
Law and Regulatory Affairs, RE4C
151 Farmington Avenue
Hartford, CT 06156
(860) 273-7834
Fax: (860) 273-8340
June 19, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Variable Annuity Account I of Aetna Insurance Company of America
Post-Effective Amendment No. 2 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. 2 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
