As filed with the Securities and Exchange File No. 33-59749
Commission on July 29, 1997 File No. 811-8582
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- --------------------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 5 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
Aetna Insurance Company of America
151 Farmington Avenue, RE4A, Hartford, Connecticut 06156
Depositor's Telephone Number, including Area Code (860) 273-4686
Julie E. Rockmore, Counsel
Aetna Insurance Company of America
151 Farmington Avenue, RE4A, Hartford, Connecticut 06156
(Name and Address of Agent for Service)
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:
-------- 60 days after filing pursuant to paragraph (a)(2) of
Rule 485
X on August 21, 1997 or as soon as practicable thereafter
-------- pursuant to paragraph (a)(3) of Rule 485 (Request for
acceleration has been included with this filing)
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 fiscal year ended December 31, 1996 on
February 28, 1997.
<PAGE>
VARIABLE ANNUITY ACCOUNT I
CROSS REFERENCE SHEET
PURSUANT TO RULE 481(A)
<TABLE>
<CAPTION>
FORM N-4 LOCATION - PROSPECTUS DATED MAY 1, 1997
ITEM NO. PART A (PROSPECTUS) AND AS AMENDED BY SUPPLEMENT DATED
AUGUST 21, 1997
<S> <C> <C>
1 Cover Page........................................... Cover Page, and as amended
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FORM N-4 PART B (STATEMENT OF ADDITIONAL INFORMATION) LOCATION - STATEMENT OF ADDITIONAL
ITEM NO. INFORMATION DATED MAY 1, 1997
<S> <C> <C>
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
</TABLE>
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 B, respectively, of this Post-Effective Amendment No. 5 by reference
to Post-Effective Amendment No. 4 to the Registration Statement on Form N-4
(File No. 33-59749), as filed electronically on April 16, 1997.
<PAGE>
Supplement to Prospectus Dated May 1, 1997
Aetna Insurance Company of America
Variable Annuity Account I
Aetna Marathon Plus
The prospectus dated May 1, 1997 is amended as follows:
Cover:
The following Funds will be replaced with the designated Substitute Funds after
the close of business of the New York Stock Exchange on November 26, 1997:
<TABLE>
<CAPTION>
Replaced Fund Substitute Fund
<S> <C>
MFS Emerging Growth Series Portfolio Partners MFS Emerging Equities Portfolio
MFS Research Series Portfolio Partners MFS Research Growth Portfolio
MFS Value Series Portfolio Partners MFS Value Equity Portfolio
American Century VP Capital Appreciation Portfolio Partners MFS Research Growth Portfolio
(Formerly TCI Growth)
Alger American Small Capitalization Portfolio Portfolio Partners MFS Emerging Equities Portfolio
Alger American MidCap Growth Portfolio Portfolio Partners T.Rowe Price Growth Equity Portfolio
Alger American Growth Portfolio Portfolio Partners T.Rowe Price Growth Equity Portfolio
Janus Aspen Short-Term Bond Portfolio Aetna Variable Encore Fund (money market)
</TABLE>
The following Funds will be removed from the list of Funds as of the close of
business of the New York Stock Exchange on November 26, 1997, since they will be
closed to new investments after that date (except reinvested dividends and
capital gains earned on amounts already invested in the Fund through the
Separate Account):
<TABLE>
<CAPTION>
Closed
<S> <C>
Alger American Balanced Portfolio Federated Utility Fund II
Alger American Income and Growth Portfolio Fidelity VIP II Investment Grade Bond Portfolio
Alger American Leveraged AllCap Portfolio Lexington Emerging Markets Fund, Inc.
Federated American Leaders Fund II Lexington Natural Resources Trust
Federated Fund for U.S. Government American Century VP Balanced (formerly TCI Balanced)
Securities II American Century VP International (formerly "TCI
Federated High Income Bond Fund II International")
</TABLE>
SUBJECT TO COMPLETION OR AMENDMENT
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SUPPLEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.
The Date of this Supplement is August 21, 1997
Form No. X59749-97
<PAGE>
Fee Table - 2
The table under Annual Expenses of the Funds is amended by deleting the Replaced
Funds and the Closed Funds and adding the following Substitute Funds:
<TABLE>
<CAPTION>
Investment Advisory Other Expenses Total Annual
Fees (after expense (after expense Fund Expenses
reimbursement) reimbursement)
<S> <C> <C> <C>
Portfolio Partners MFS Emerging Equities Portfolio .70%(1) .13% .83%(2)
Portfolio Partners MFS Research Growth Portfolio .70%(1) .15% .85%(2)
Portfolio Partners MFS Value Equity Portfolio .65% .25% .90%(2)
Portfolio Partners T. Rowe Price Growth Equity Portfolio .60% .15% .75%(2)
</TABLE>
(1) The advisory fee is .70% of the first $500 million in assets and .65% on
the excess.
(2) The Company has agreed to reimburse the Fund for expenses and/or waive its
fees so that the aggregate expenses will not exceed this amount through
April 30, 1999. Without such reimbursements or waivers, Total Annual Fund
Expenses are estimated to be .87% for the Emerging Equities Portfolio; .92%
for the Research Growth Portfolio; .90% for the Value Equity Portfolio; and
.79% for the T.Rowe Price Growth Equity Portfolio.
Fee Table - 4 and 5
The hypothetical illustrations in the Fee Table are amended by deleting all
information with respect to the Replaced Funds and Closed Funds for periods
after November 26, 1997, and adding the following:
<TABLE>
<CAPTION>
EXAMPLE A EXAMPLE B
If you withdraw the entire If you do not withdraw the entire
Account Value at the end of the Account Value, or if you annuitize
periods shown, you would pay at the end of the periods shown,
the following expenses, including you would pay the following
any applicable deferred sales expenses (no deferred sales charge
charge: is reflected):
1 year 3 yrs 5 yrs 10 yrs 1 year 3 yrs 5 yrs 10 yrs
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Portfolio Partners MFS $95 $123 $155 $256 $23 $70 $119 $256
Emerging Equities
Portfolio
Portfolio Partners MFS $95 $124 $156 $258 $23 $70 $120 $258
Research Growth Portfolio
Portfolio Partners MFS Value $95 $125 $158 $264 $23 $72 $123 $264
Equity Portfolio
Portfolio Partners T. Rowe $95 $125 $158 $264 $23 $72 $123 $264
Price Growth Equity
Portfolio
</TABLE>
<PAGE>
Prospectus, Page 1
In the Section entitled Investment Options, the Substitute Funds will take the
place of the Replaced Funds after the close of business of the New York Stock
Exchange on November 26, 1997. Any amounts allocated to the Replaced Funds will
automatically be allocated to the Substitute Funds after that date. Information
about the Closed Funds will be deleted after November 26, 1997, since they will
not be eligible for the deposit of any new payments or transfers from other
Funds. The following will be added:
Portfolio Partners MFS Emerging Equities Portfolio seeks long term growth of
capital by investing primarily in common stocks issued by companies that its
subadviser believes are early in their life cycle but which have the potential
to become major enterprises (emerging growth companies).
Portfolio Partners MFS Research Growth Portfolio seeks long term growth of
capital and future income by investing primarily in common stocks or securities
convertible into common stocks issued by companies that the subadviser believes
to possess better-than-average prospects for long-term growth, and, to a lesser
extent, in income-producing securities including bonds and preferred stock.
Portfolio Partners MFS Value Equity Portfolio seeks capital appreciation by
investing primarily in common stocks.
Portfolio Partners T. Rowe Price Growth Equity Portfolio seeks long term growth
of capital and, secondarily, seeks to increase dividend income by investing
primarily in common stocks issued by a diversified group of well-established
growth companies.
Aetna Life Insurance and Annuity Company serves as the investment adviser to
each Portfolio. Massachusetts Financial Services Company serves as the
subadviser to the MFS Emerging Equities, MFS Research Growth and MFS Value
Equity Portfolios; and T. Rowe Price Associates, Inc. serves as the subadviser
to the T. Rowe Price Growth Equity Portfolio.
Prospectus - Page 10
The Section in the prospectus discussing Transfers, is amended by adding the
following to the Subsections on the Dollar Cost Averaging Program and Account
Rebalancing Program:
Dollar Cost Averaging Program
Amounts being transferred into a Replaced Fund will automatically be transferred
into the Substitute Fund after the close of business of the New York Stock
Exchange on November 26, 1997, unless you have been dollar cost averaging
between the Aetna Variable Encore Fund and the Janus Aspen Short-Term Bond
Portfolio (in either direction). In that event, or if amounts are to be
transferred into a Closed Fund, your Dollar Cost Averaging will automatically
terminate after November 26, 1997. To continue with Dollar Cost Averaging after
that date, you must select Funds from the then-current list of available Funds.
<PAGE>
Account Rebalancing Program
Amounts being transferred into a Replaced Fund will automatically be transferred
into the Substitute Fund after the close of business of the New York Stock
Exchange on November 26, 1997 unless your Account Rebalancing Program includes
both the Janus Aspen Short-Term Bond Portfolio and the Aetna Variable Encore
Fund. In that event, or if amounts are to be transferred into a Closed Fund,
your Account Rebalancing Program will automatically terminate after November 26,
1997. To continue with Account Rebalancing after that date, you must select
Funds from the then-current list of available Funds.
Form No. X59749-97
<PAGE>
VARIABLE ANNUITY ACCOUNT I
PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
<TABLE>
<S> <C> <C>
(a) Financial Statements:
(1) Included in Part A:
Condensed Financial Information
(2) Included in Part B:
Financial Statements of Variable Annuity Account I:
- Statement of Assets and Liabilities as of December 31, 1996
- Statement of Operations and Changes in Net Assets for the years ended December 31, 1996 and
December 31, 1995
- Notes to Financial Statements
- Independent Auditors' Report
Financial Statements of Depositor:
- Independent Auditors' Report
- Statements of Income for the years ended December 31, 1996, 1995 and 1994
- Balance Sheets for the years ended December 31, 1996 and 1995
- Statements of Changes in Shareholder's Equity for the years ended December 31, 1996, 1995
and 1994
- Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994
- 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) Principal Underwriting Agreement(2)
(3.3) First Amendment to Principal Underwriting Agreement(2)
(4.1) Form of Variable Annuity Contract G2-CDA-94(IR)(1)
(4.2) Form of Variable Annuity Contract G2-CDA-94(NQ)(1)
(4.3) Form of Variable Annuity Contract G-MP2(5/96)(3)
(4.4) Form of Certificate of Group Annuity Coverage MP2CERT(5/96)(3)
(4.5) Form of Endorsements (MP2END(5/97)) and (I-MP2END(5/97)) to Contracts
G-MP2(5/96) and MP2CERT(5/96)(3)
(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(4)
(8.2) Fund Participation Agreement by and among Insurance Management Series, Federated Advisors and
Aetna Insurance Company of America dated July 1, 1994
<PAGE>
(8.3) Fund Participation Agreement among Aetna Insurance Company of America, Variable Insurance
Products Fund and Fidelity Distributors Corporation dated October 20, 1995(4)
(8.4) Fund Participation Agreement among Aetna Insurance Company of America, Variable Insurance
Products Fund II and Fidelity Distributors Corporation dated October 20, 1995(4)
(8.5) Fund Participation Agreement between Aetna Insurance Company of America and Janus Aspen Series
dated October 3, 1995(4)
(8.6) Fund Participation Agreement among Aetna Insurance Company of America and Lexington Natural
Resources Trust and Lexington Management Corporation dated September 1, 1995(4)
(8.7) Fund Participation Agreement among Aetna Insurance Company of America, Lexington Emerging
Markets Fund, Inc. and Lexington Management Corporation dated September 1, 1995(4)
(8.8) Form of Fund Participation Agreement among MFS Variable Insurance Trust, Aetna Insurance
Company of America and Massachusetts Financial Services Company(4)
(8.9) Form of 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(5)
(8.10) Fund Participation Agreement between Aetna Insurance Company of America, Oppenheimer Variable
Account Funds and OppenheimerFunds, Inc.(3)
(8.11) Service Agreement between Aetna Insurance Company of America and OppenheimerFunds, Inc.(3)
(8.12) Fund Participation Agreement among Aetna Insurance Company of America , TCI Portfolios, Inc.
and Investors Research Corporation dated October 9, 1995(4)
(8.13) Form of Administrative Service Agreement between Aetna Insurance Company of America and Agency,
Inc.(4)
(9) Opinion and Consent of Counsel
(10) Consent of Independent Auditors
(11) Not applicable
(12) Not applicable
(13) Schedule for Computation of Performance Data(1)
(14) Not applicable
(15.1) Power of Attorney
(15.2) Certificate of Resolution Authorizing Signatures(1)
(27) Financial Data Schedule
<FN>
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 Registration Statement on Form S-1 (File No. 333-22723), as filed
electronically on March 4, 1997.
<PAGE>
3. Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement on Form N-4 (File No.
33-59749), as filed electronically on April 16, 1997.
4. 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.
5. Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No.
33-59749), as filed electronically on September 16, 1996.
</FN>
</TABLE>
<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
Deborah Koltenuk Director, Vice President and Treasurer, Corporate
Controller
Shaun P. Mathews Director, Senior Vice President
Christine C. Marcks Director
Maria F. McKeon Corporate Secretary and Counsel
Alastair G. Longley-Cook Vice President and Corporate Actuary
*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 25 of Post-Effective Amendment
No. 22 to the Registration Statement on Form N-1A (File No. 33-41694), as filed
electronically on July 9, 1997.
Item 27. Number of Contract Owners
As of June 30, 1997, there were 10,372 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account I.
Item 28. Indemnification
Reference is hereby made to Section 33-771(f) of the Connecticut General
Statutes ("C.G.S.") regarding indemnification of directors and Section 33-776(4)
regarding indemnification of officers, employees and agents of Connecticut
corporations. These statutes provide in general that Connecticut corporations
incorporated prior to January 1, 1997 shall indemnify their officers, directors,
employees and agents against "liability" (defined as the obligation to pay a
judgment, settlement, penalty, fine, excise tax in the case of an employee
benefit plan or reasonable expenses incurred with respect to a proceeding). In
the case of a proceeding by or in the right of the corporation, indemnification
is limited to reasonable expenses incurred in connection with the proceeding
against the corporation to which the individual was named a party. The
corporation's obligation to provide such indemnification does not apply unless
(1) the individual has met the standard of conduct set forth in Section 33-771;
and (2) a determination is made (by majority vote of a quorum of the board of
directors who were not parties to the proceeding, or if a quorum cannot be
obtained, by a committee of the board selected as described in Section 33-
<PAGE>
775(b)(2); by special legal counsel selected by the board of directors or
members thereof as described in Section 33-775(b)(3); by shareholders) that the
individual met the standard set forth in Section 33-771; 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. Also, unless limited by
its Certificate of Incorporation, a corporation must indemnify an individual who
was wholly successful on the merits or otherwise against reasonable expenses
incurred by him in connection with a proceeding to which he was a party because
of his relationship as director, officer, employee or agent of the corporation.
The statute does specifically authorize a corporation to procure indemnification
insurance on behalf of an individual who is or was a director, officer, employer
or agent of the corporation. Consistent with the statute, Aetna Inc. has
procured insurance from Lloyd's of London and several major United States excess
insurers for its directors and officers and the directors and officers of its
subsidiaries, including the Depositor.
Item 29. Principal Underwriters
(a) In addition to serving as the principal underwriter for the Registrant,
Aetna Life Insurance and Annuity Company (Aetna) also acts as the
principal underwriter and investment adviser for Aetna Series Fund,
Inc. (effective August 1, 1997, Aetna will no longer be the Underwriter
for Aetna Series Fund, Inc.), Portfolio Partners, Inc., Aetna Variable
Encore Fund, Aetna Variable Fund, Aetna Generation Portfolios, Inc.,
Aetna Income Shares, Aetna Investment Advisers Fund, Inc., Aetna GET
Fund and Aetna Variable Portfolios, Inc. (all management investment
companies registered under the Investment Company Act of 1940 (1940
Act)). Additionally, Aetna also acts as the principal underwriter and
depositor for Variable Life Account B of Aetna, Variable Annuity
Account B of Aetna, Variable Annuity Account C of Aetna and Variable
Annuity Account G of Aetna (separate accounts of Aetna registered as
unit investment trusts under the 1940 Act).
(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
J. Scott Fox Director and Senior Vice President
John Y. Kim Director and Senior Vice President
Shaun P. Mathews Director and Vice President
Glen Salow Director and Vice President
<PAGE>
Name and Principal
Business Address* Positions and Offices with Underwriter
- ------------------ --------------------------------------
Creed R. Terry Director and Vice President
Deborah Koltenuk Vice President and Treasurer, Corporate Controller
Frederick D. Kelsven Vice President and Chief Compliance Officer
Kirk P. Wickman Vice President, General Counsel and Secretary
* The principal business address of all directors and officers listed is 151
Farmington Avenue, Hartford, Connecticut 06156.
(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.
(f) Aetna Insurance Company of America represents that the fees and charges
deducted under the contracts covered by this registration statement, in
the aggregate, are reasonable in relation to the services rendered, the
expenses expected to be incurred, and the risks assumed by the
insurance company.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant, Variable Annuity Account I of Aetna Insurance Company
of America, has duly caused this Post-Effective Amendment No. 5 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 29th day of July, 1997.
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, this Post-Effective Amendment
No. 5 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Daniel P. Kearney* Director and President )
- ------------------------------------ (principal executive officer) )
Daniel P. Kearney )
)
Deborah Koltenuk* Director, Vice President and Treasurer, )
- ------------------------------------ Corporate Controller ) July
Deborah Koltenuk (principal accounting and financial officer) ) 29, 1997
)
Shaun P. Mathews* Director )
- ------------------------------------ )
Shaun P. Mathews )
)
Christine C. Marcks* Director )
- ------------------------------------ )
Christine C. Marcks )
)
By: /s/ Kirk P. Wickman
------------------------------------------------------------
Kirk P. Wickman
*Attorney-in-Fact
</TABLE>
<PAGE>
VARIABLE ANNUITY ACCOUNT I
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ----------- ------- ----
<S> <C> <C>
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 Principal Underwriting Agreement *
99-B.3.3 First Amendment to 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.4.3 Form of Variable Annuity Contract (G-MP2(5/96)) *
99-B.4.4 Form of Certificate of Group Annuity Coverage (MP2CERT(5/96)) *
99-B.4.5 Form of Endorsements (MP2END(5/97)) and *
(I-MP2END(5/97)) to Contracts G-MP2(5/96) and MP2CERT(5/96)
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 Agreement by and among Insurance Management Series,
Federated Advisors and Aetna Insurance Company of America dated July 1, 1994
-----------------
99-B.8.3 Fund Participation Agreement among Aetna Insurance Company of America, *
Variable Insurance Products Fund and Fidelity Distributors Corporation dated
October 20, 1995
99-B.8.4 Fund Participation Agreement among Aetna Insurance Company of America, *
Variable Insurance Products Fund II and Fidelity Distributors Corporation
dated October 20, 1995
</TABLE>
*Incorporated by reference
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ----------- ------- ----
<S> <C> <C>
99-B.8.5 Fund Participation Agreement between Aetna Insurance Company of America and *
Janus Aspen Series dated October 3, 1995
99-B.8.6 Fund Participation Agreement among Aetna Insurance Company of America and *
Lexington Natural Resources Trust and Lexington Management Corporation dated
September 1, 1995
99-B.8.7 Fund Participation Agreement among Aetna Insurance Company of America, *
Lexington Emerging Markets Fund, Inc. and Lexington Management Corporation
dated September 1, 1995
99-B.8.8 Form of Fund Participation Agreement among MFS Variable Insurance Trust, *
Aetna Insurance Company of America and Massachusetts Financial Services
Company
99-B.8.9 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.8.10 Fund Participation Agreement between Aetna Insurance Company of America, *
Oppenheimer Variable Account Funds and OppenheimerFunds, Inc.
99-B.8.11 Service Agreement between Aetna Insurance Company of America and *
OppenheimerFunds, Inc.
99-B.8.12 Fund Participation Agreement among Aetna Insurance Company of America , TCI *
Portfolios, Inc. and Investors Research Corporation dated October 9, 1995
99-B.8.13 Form of Administrative Service Agreement between Aetna Insurance Company of *
America and Agency, Inc.
99-B.9 Opinion and Consent of Counsel
-----------------
99-B.10 Consent of Independent Auditors
-----------------
</TABLE>
*Incorporated by reference
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
- ----------- ------- ----
<S> <C> <C>
99-B.13 Schedule for Computation of Performance Data *
99-B.15.1 Power of Attorney
-----------------
99-B.15.2 Certificate of Resolution Authorizing Signatures *
27 Financial Data Schedule
-----------------
</TABLE>
*Incorporated by reference
FUND PARTICIPATION AGREEMENT
by and among
INSURANCE MANAGEMENT SERIES
FEDERATED ADVISORS
and
AETNA INSURANCE COMPANY OF AMERICA
THIS AGREEMENT is made as of the 1st day of July, 1994, by and among
INSURANCE MANAGEMENT SERIES, an open-end management investment company organized
as a Massachusetts business trust (the "Trust"), FEDERATED ADVISORS, an
insurance trust organized under the laws of the state of Delaware ("Adviser"),
and AETNA INSURANCE COMPANY OF AMERICA, a life insurance company organized under
the laws of the State of Connecticut ("AICA"), on its own behalf and on behalf
of each segregated asset account of AICA set forth on Schedule A hereto, as may
be amended from time to time (the "Accounts").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Trust is registered with the Securities and Exchange
Commission (the "SEC") as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"), and has registered
its shares under the Securities Act of 1933, as amended (the "1933 Act"); and
WHEREAS, beneficial interests in the Trust are divided into several
series of shares, each series representing an interest in a particular managed
portfolio of securities and other assets set forth in Schedule B hereto, as may
be amended from time to time (the "Portfolios"); and
WHEREAS, the Trust desires to act as an investment vehicle for separate
accounts established to fund variable annuity contracts and variable life
insurance policies to be offered by unaffiliated insurance companies that have
entered into participation agreements with the Trust (the "Participating
Insurance Companies"); and
WHEREAS, AICA has established the Accounts to serve as investment
vehicles for certain variable annuity contracts or life insurance policies set
forth in Schedule A hereto, as may be amended from time to time ("Contracts").
<PAGE>
NOW, THEREFORE, in consideration of their mutual promises, the parties
agree as follows:
ARTICLE I.
Sale of Trust Shares
--------------------
1.1. The Trust shall make shares of its Portfolios available to the
Accounts at the net asset value next computed after receipt of such purchase
order by the Trust (or its agent), as established in accordance with the
provisions of the then current prospectus of the Trust. Shares of a particular
Portfolio of the Trust shall be ordered in such quantities and at such times as
determined by AICA to be necessary to meet the requirements of the Contracts.
The Trustees of the Trust (the "Trustees") may refuse to sell shares of any
Portfolio to any person, or suspend or terminate the offering of shares of any
Portfolio if such action is required by law or be regulatory authorities having
jurisdiction or is, in the sole discretion of the Trustees acting in good faith
and in light of their fiduciary duties under federal and any applicable state
laws, necessary in the best interests of the shareholders of such Portfolio.
1.2. The Trust will redeem any full or fractional shares of any Portfolio
when requested by AICA on behalf of an Account at the net asset value next
computed after receipt by the Trust (or its agent) of the request for
redemption, as established in accordance with the provisions of the then current
prospectus of the Trust. The Trust shall make payment for such shares in the
manner established from time to time by the Trust, but in no event shall payment
be delayed for a greater period than is permitted by the 1940 Act.
1.3. AICA will transmit orders from time to time to the Trust for the
purchase of shares of its Portfolios as directed by Contractholders. Orders for
shares of the Portfolios placed by the Company with the Trust by 5:30 p.m.,
Eastern time, on any Business day shall be priced at the net asset value
determined by the Trust as of the end of that Business Day. "Business Day" shall
mean any day on which the New York Stock Exchange is open for trading and on
which the Trust calculates its asset value pursuant to the rules of the SEC.
1.4. Purchase orders that are transmitted to the Trust in accordance with
Section 1.3. shall be paid for no later than 3:00 p.m., Eastern time, on the
Business Day following the Business Day that the Trust receives notice of the
order. Payments shall be made in federal funds transmitted by wire to the Trust
or its agent. Upon receipt by the Trust of the federal funds so wired, such
funds shall cease to be the responsibility of AICA and shall become the
responsibility of the Trust for this purpose.
1.5. Issuance and transfer of the Trust's shares will be by book entry
only. Stock certificates will not be issued to AICA or the Accounts. Shares
ordered from the Trust will be recorded in the appropriate title for each
Account or the appropriate subaccount of each Account.
2
<PAGE>
1.6. The Trust shall furnish prompt notice to AICA of any income
dividends or capital gain distributions payable on the Trust's shares. AICA
hereby elects to receive all such income dividends and capital gain
distributions as are payable on a Portfolio's shares in additional shares of
that Portfolio. The Trust shall notify AICA of the number of shares so issued as
payment of such dividends and distributions. AICA may change this election from
time to time.
1.7. In accordance with Section 1.1., the Trust shall calculate the net
asset value of shares of its Portfolios on each Business Day and shall make the
net asset value per share for each Portfolio available to AICA on a daily basis
as soon as reasonably practical after the net asset value per share is
calculated and shall use its best efforts to make such net asset value per share
available by 6:00 p.m., Eastern time.
1.8. The Trust agrees that its shares will be sold only to Participating
Insurance Companies and their separate accounts and to certain qualified pension
and retirement plans to the extent permitted by the Shared Trust Exemptive
Order. No shares of any Portfolio will be sold directly to the general public.
AICA agrees that Trust shares will be used only for the purposes of funding the
Contracts and Accounts listed in Schedule A.
1.9. The Trust agrees that all Participating Insurance Companies shall
have the obligations and responsibilities regarding pass-through voting and
conflicts of interest corresponding to those contained in Section 2.8. and
Article IV.
ARTICLE II.
Obligations of the Parties
--------------------------
2.1. The Trust shall prepare and be responsible for filing with the SEC
and any state regulators requiring such filing all shareholder reports, notices,
proxy materials (or similar materials such as voting instruction solicitation
materials), prospectuses and statements of additional information of the Trust.
The Trust shall bear the costs of registration and qualification of its shares,
preparation and filing of the documents listed in this Section 2.1. and all
taxes to which an issuer is subject on the issuance and transfer of its shares.
2.2. At the option of AICA, the Trust shall either (a) provide AICA (at
AICA's expense) with as many copies of the Trust's current prospectus, statement
of additional information, annual report, semi-annual report and other
shareholder communications, including any amendments or supplements to any of
the foregoing, as AICA shall reasonably request, or (b) provide AICA with a
camera ready copy of such documents in a form suitable for printing. The Trust
shall provide AICA with a copy of its statement of additional information in a
form suitable for duplication by AICA. The Trust (at its expense) shall provide
AICA with copies of any Trust-sponsored proxy materials in such quantity as AICA
shall reasonably require for distribution to Contract holders.
3
<PAGE>
2.3. AICA shall bear the costs of printing and distributing the Trust's
prospectus, statement of additional information, shareholder reports and other
shareholder communications to holders of and applicants for Contracts for which
the Trust is serving or is to serve as an investment vehicle. AICA shall bear
the costs of distributing proxy materials (or similar materials such as voting
solicitation instructions) to Contract holders. AICA assumes sole responsibility
for ensuring that such materials are delivered to Contract holders in accordance
with applicable federal and state securities laws.
2.4. The Trust recognizes AICA as the sole shareholder of Trust Shares
purchased in accordance with this Agreement. The Advisor and Trust further
recognize that the Trust will derive substantial savings with respect to its
administrative expenses, including significant reductions in expenses
attributable to postage, shareholder communications, and recordkeeping by virtue
of the Trust's having a sole shareholder rather than multiple shareholders. In
consideration of these administrative savings, the Adviser agrees to pay AICA a
fee equivalent to 15 basis points per annum of the amount invested in the Trust
through the Accounts in accordance with the Agreement (the "Fee").
2.5. The Adviser will calculate the amount of the total Fee to be paid to
AICA at the end of each calendar quarter and will make such payment to AICA
within 30 days thereafter. Each payment will be accompanied by a statement
showing the calculation of the Fee for the relevant calendar quarter and such
other supporting data as may be reasonably requested by AICA.
2.6. AICA agrees and acknowledges that Adviser is the sole owner of the
name and mark "Federated" and that all use of any designation comprised in whole
or part of Federated (a "Federated Mark") under this Agreement shall inure to
the benefit of Adviser. Except as provided in Section 2.5., AICA shall not use
any Federated Mark on its own behalf or on behalf of the Accounts or Contracts
in any registration statement, advertisement, sales literature or other
materials relating to the Accounts or Contracts without the prior written
consent of Adviser. Upon termination of this Agreement for any reason, AICA
shall cease all use of any Federated Mark(s) as soon as reasonably practicable.
2.7. AICA shall furnish, or cause to be furnished, to the Trust or its
designee, a copy of each Contract prospectus or statement of additional
information in which the Trust or Adviser is named promptly after the filing of
such document with the SEC or other regulatory authorities. AICA shall furnish,
or shall cause to be furnished, to the Trust or its designee, each piece of
sales literature or other promotional material in which the Trust or its
investment adviser is named, at least five Business Days prior to its use. No
such material shall be used if the Trust or its designee reasonably objects to
such use within five Business Days after receipt of such material.
2.8. The Trust shall furnish, or cause to be furnished, to AICA at least
one copy of the application for the order, the order, and any amendments
thereto, all prospectuses, statements of additional information, reports, proxy
statements and other voting
4
<PAGE>
solicitation materials, all amendments, and supplements thereto, and any other
filings that relate to the Trust or its shares, promptly after the filing of
such document with the SEC or other regulatory authorities.
2.9. AICA shall not give any information or make any representations or
statements on behalf of the Trust or concerning the Trust or Adviser in
connection with the sale of the Contracts other than information or
representations contained in and accurately derived from the registration
statement or prospectus for the Trust shares (as such registration statement and
prospectus may be amended or supplemented from time to time), reports of the
Trust, Trust-sponsored proxy statements, or in sales literature or other
promotional material approved by the Trust or its designee, except as required
by legal process or regulatory authorities or with the written permission of the
Trust or its designee.
2.10 The Trust shall not give any information or make any representations
or statements on behalf of AICA or concerning AICA, the Accounts or the
Contracts, other than information or representations contained in and accurately
derived from the registration statement or prospectus for the Contracts (as such
registration statement and prospectus may be amended or supplemented from time
to time), or in materials approved by AICA for distribution, including sales
literature or other promotional materials, except as required by legal process
or regulatory authorities or with the written permission of AICA.
2.11. So long as, and to the extent that the SEC interprets the 1940 Act
to require pass-through voting privileges for variable annuity contract and
variable life insurance policy holders, AICA will provide pass-through voting
privileges to holders of Contracts, the assets of which are invested, through
the Accounts, in shares of the Trust. The Trust shall require all Participating
Insurance Companies to calculate voting privileges in the same manner and AICA
shall be responsible for assuring that the Accounts calculate voting privileges
in the manner established by the Trust. With respect to each Account, AICA will
vote shares of the Trust held by the Account and for which no timely voting
instructions from Contract holders are received as well as shares it owns that
are held by that Account, in the same proportion as those shares for which
voting instructions are received. AICA and its agents will not recommend or
oppose or interfere with the solicitation of proxies for Trust shares held by
Contract holders without the prior written consent of the Trust, which consent
may be withheld in the Trust's sole discretion.
ARTICLE III.
Representations and Warranties
------------------------------
3.1. AICA represents and warrants that it is an insurance company duly
organized and in good standing under the laws of the State of Connecticut and
that it has legally and validly established each Account as a segregated asset
account under such law on the date set forth in Schedule A.
5
<PAGE>
3.2. AICA represents and warrants that it has registered or, prior to any
issuance or sale of the Contracts, will register each Account as a unit
investment trust in accordance with the provisions of the 1940 Act to serve as a
segregated investment account for the Contracts, or that the Accounts are exempt
from registration.
3.3. AICA represents and warrants that the Contracts will be registered
under the 1933 Act prior to any issuance or sale of the Contracts or that the
Contracts are exempt from registration thereunder; the Contracts will be issued
and sold in compliance in all material respects with all applicable federal and
state laws, and the sale of the Contracts shall comply in all material respects
with state insurance suitability requirements.
3.4. AICA warrants and represents that it is duly authorized to enter
this Agreement and that the Agreement is legal, valid and enforceable against it
except as may be limited by bankruptcy or principles of equity.
3.5. AICA represents and warrants that all its directors, officers and
employees dealing with the money and/or securities of the Trust are, and shall
continue to be at all times, covered by a blanket fidelity bond or similar
coverage for the benefit of the Trust, in an amount not less than $2 million.
The aforesaid bond shall include coverage for larceny and embezzlement and shall
be issued by a reputable bonding company.
3.6. The Trust and Adviser represent and warrant that the Trust is duly
organized and validly existing under the laws of the Commonwealth of
Massachusetts.
3.7. The Trust and Adviser represent and warrant that the Trust received
an order from the SEC that exempts the Trust from certain 1940 Act requirements
and permits Participating Insurance Companies to purchase Trust shares for their
respective separate accounts funding variable annuity contracts and variable
life insurance policies without regard to such requirements (the "Order").
3.8. The Trust and Adviser represent and warrant that the Adviser is duly
organized and validly existing under the laws of the State of Delaware, and is,
and shall remain, duly registered in all material respects under applicable
federal and state securities laws, and further that Adviser shall perform its
obligations for the Trust in compliance in all material respects with such laws.
3.9. The Trust and Adviser represent and warrant that the Trust shares
offered and sold pursuant to this Agreement will be registered under the 1933
Act and the Trust shall be registered under the 1940 Act prior to any issuance
or sale of such shares. The Trust shall amend its registration statement under
the 1933 Act and the 1940 Act from time to time as required in order to effect
the continuous offering of its shares. The Trust shall register and qualify its
shares for sale in accordance with the laws of the various states only if and to
the extent deemed advisable by the Trust.
6
<PAGE>
3.10. The Trust and Adviser represent and warrant that the investments of
each Portfolio will comply with the diversification requirements set forth in
Section 817(h) of the Internal Revenue Code of 1986, as amended ("Code"), and
the rules and regulations thereunder.
3.11. The Trust and Adviser represent and warrant that each is duly
authorized to enter into this Agreement and the Agreement is legal, valid and
enforceable against each except as may be limited by bankruptcy or principles of
equity.
3.12. The Trust and Adviser represent and warrant that all their
respective Trustees or directors, officers and employees dealing with the money
and/or securities of the Trust are, and shall continue to be at all times,
covered by a blanket fidelity bond or similar coverage for the benefit of the
Trust in an amount not less than the minimal coverage as required currently by
Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from
time to time. The aforesaid bond shall be issued by a reputable bonding company.
ARTICLE IV.
Potential Conflicts
-------------------
4.1. The parties acknowledge that the Trust's shares may be made
available for investment to other Participating Insurance Companies. In such
event, the Trustees will monitor the Trust for the existence of any material
irreconcilable conflict between the interests of the contract holders of all
Participating Insurance Companies. An irreconcilable material conflict may arise
for a variety of reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any similar action by insurance,
tax, or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments of
any Portfolio are being managed; (e) a difference in voting instructions given
by variable annuity contract and variable life insurance contract owners; or (f)
a decision by an insurer to disregard the voting instructions of contract
owners. The Trustees shall promptly inform AICA if they determine that an
irreconcilable material conflict exists and the implications thereof.
4.2. AICA agrees to promptly report any potential or existing conflicts
of which it is aware to the Trustees. AICA will assist the Trustees in carrying
out their responsibilities under the Order by providing the Trustees with all
information reasonably necessary for the Trustees to consider any issues raised
including, but not limited to, information as to a decision by AICA to disregard
Contract holder voting instructions.
4.3. If it is determined by a majority of the Trustees, or a majority of
disinterested Trustees, that a material irreconcilable conflict exists that
affects the interests of Contract holders, AICA shall, in cooperation with other
Participating Insurance Companies whose contract holders are also affected, at
its expense and to the extent reasonably practicable
7
<PAGE>
(as determined by the Trustees) take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, which steps could include: (a)
withdrawing the assets allocable to some or all of the Accounts from the Trust
or any Portfolio and reinvesting such assets in a different investment medium,
including (but not limited to) another Portfolio of the Trust, or submitting the
question of whether or not such segregation should be implemented to a vote of
all affected Contract holders, as appropriate, segregating the assets of any
appropriate group (i.e., variable annuity contract holders or variable life
insurance policy holders of one or more Participating Insurance Companies) that
votes in favor of such segregation, or offering to the affected Contract holders
the option of making such a change and (b) establishing a new registered
management investment company or managed separate account.
4.4. If a material irreconcilable conflict arises because of a decision
by AICA to disregard Contract holder voting instructions and that decision
represents a minority position or would preclude a majority vote, AICA may be
required, at the Trust's election, to withdraw the affected Account's investment
in the Trust and terminate this Agreement with respect to such Account;
provided, however, that such withdrawal and termination shall be limited to the
extent required by the foregoing material irreconcilable conflict as determined
by a majority of the disinterested Trustees. Any such withdrawal and termination
must take place within six (6) months after the Trust gives written notice that
this provision is being implemented. Until the end of such six (6) month period,
the Trust shall continue to accept and implement orders by AICA for the purchase
and redemption of shares of the Trust.
4.5. If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to AICA conflicts with the
majority of other state regulators, AICA will withdraw the affected Account's
investment in the Trust and terminate this Agreement with respect to such
Account within six (6) months after the Trustees inform AICA in writing that it
has determined that such decision has created an irreconcilable material
conflict; provided, however, that such withdrawal and termination shall be
limited to the extent required by the foregoing material irreconcilable conflict
as determined by a majority of the disinterested Trustees. Until the end of such
six (6) month period, the Trust shall continue to accept and implement orders by
AICA for the purchase and redemption of shares of the Trust.
4.6. For purposes of Sections 4.3 through 4.6., a majority of the
disinterested Trustees shall determine whether any proposed action adequately
remedies any irreconcilable material conflict, but in no event will AICA be
required to establish a new funding medium for the Contracts if an offer to do
so has been declined by vote of a majority of Contract holders materially
adversely affected by the irreconcilable material conflict. In the event that
the Trustees determine that any proposed action does not adequately remedy any
irreconcilable material conflict, AICA will withdraw the Account's investment in
the Trust and terminate this Agreement within six (6) months after the Trustees
inform AICA in writing of the foregoing determination; provided, however, that
such withdrawal and termination shall be limited to the extent required by
8
<PAGE>
any such material irreconcilable conflict as determined by a majority of the
disinterested Trustees.
4.7. AICA shall at least annually submit to the Trustees such reports,
materials or data as the Trustees may reasonable request so that the Trustees
may fully carry out the duties imposed upon them by the Order and said reports,
materials and data shall be submitted more frequently if deemed appropriate by
the Trustees.
4.8. If any rule issued under those provisions of the 1940 Act that are
the bases of the Order is revised in any material respect, the Trust and/or the
Participating Insurance Companies, as appropriate, shall take such steps as may
be necessary to comply with such revised rule as adopted to the extent it is
applicable.
ARTICLE V.
Indemnification
---------------
5.1. AICA agrees to indemnify and hold harmless the Trust and Adviser and
each of its respective Trustees or directors, officers, employees and agents and
each person, if any, who controls the Trust or the Adviser within the meaning of
Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes
of this Article V.) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of AICA) or
expenses (including the reasonable costs of investigating or defending any
alleged loss, claim, damage, liability or expense and reasonable legal counsel
fees incurred in connection therewith) (collectively, "Losses"), to which the
Indemnified Parties may become subject under any statute or regulation, or at
common law or otherwise, insofar as such Losses:
(a) arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained in a
registration statement or prospectus for the Contracts or in
the Contracts themselves or in sales literature generated or
approved by AICA on behalf of the Contracts or Accounts (or
any amendment or supplement to any of the foregoing)
(collectively, "AICA Documents" for the purposes of this
Article V.), or arise out of or are based upon the omission or
the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements
therein not misleading, provided that this indemnity shall not
apply as to any Indemnified Party if such statement or
omission or such alleged statement or omission was made in
reliance upon and was accurately derived from written
information furnished to AICA by or on behalf of the Trust or
Adviser for use in AICA Documents or otherwise for use in
connection with the sale of the Contracts or Trust shares; or
(b) arise out of or result from statements or representations
(other than statements or representations contained in and
accurately derived from
9
<PAGE>
Trust Documents as defined in Section 5.2.(a)) or wrongful
conduct of AICA or persons under its control, with respect to
the sale or acquisition of the Contracts or Trust shares; or
(c) arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in Trust
Documents as defined in Section 5.2.(a) or the omission or
alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein
not misleading if such statement or omission was made in
reliance upon and accurately derived from written information
furnished to the Trust by or on behalf of AICA; or
(d) arise out of or result from any failure by AICA to provide the
services or furnish the materials required under the terms of
this Agreement; or
(e) arise out of or result from any material breach of any
representation and/or warranty made by AICA in this Agreement
or arise out of or result from any other material breach of
this Agreement by AICA.
5.2. The Trust and Adviser agree to indemnify and hold harmless AICA and
its directors, officers, employees and agents and each person, if any, who
controls AICA within the meaning of Section 15 of the 1933 Act (collectively,
the "Indemnified Parties" for purposes of this Article V.) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Trust) or expenses (including the reasonable costs of
investigating or defending any alleged loss, claim, damage, liability or expense
and reasonable legal counsel fees incurred in connection therewith)
(collectively, "Losses"), to which the Indemnified Parties may become subject
under any statute or regulation, or at common law or otherwise, insofar as such
Losses:
(a) arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained in
the registration statement, prospectus or sales literature for
the Trust (or any amendment or supplement thereto)
(collectively, "Trust Documents" for the purposes of this
Article V.), or arise out of or are based upon the omission or
the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements
therein not misleading, provided that this indemnity shall not
apply as to any Indemnified Party if such statement or
omission or such alleged statement or omission was made in
reliance upon and was accurately derived from written
information furnished to the Trust by or on behalf of AICA for
use in Trust Documents or otherwise for use in connection with
the sale of the Contracts of Trust shares; or
(b) arise out of or result from statements or representations
(other than statements or representations contained in and
accurately derived from
10
<PAGE>
AICA Documents) or wrongful conduct of the Trust or persons
under its control, with respect to the sale or acquisition of
the Contracts or Trust Shares; or
(c) arise out of or result from any untrue statement or alleged
untrue statement of a material fact contained in AICA
Documents or the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to
make the statements therein not misleading if such statement
or omission was made in reliance upon and accurately derived
from written information furnished to AICA by or on behalf of
the Trust; or
(d) arise out of or result from any failure by the Trust or
Adviser to provide the services or furnish the materials
required under the terms of this Agreement; or
(e) arise out of or result from any material breach of any
representation and/or warranty made by the Trust in this
Agreement or arise out of or result from any other material
breach of this Agreement by the Trust.
5.3. Neither AICA nor the Trust or Adviser shall be liable under the
indemnification provisions of Sections 5.1. or 5.2., as applicable, with respect
to any Losses incurred or assessed against an Indemnified Party that arise from
any Indemnified Party's willful misfeasance, bade faith or negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement.
5.4. Neither AICA nor the Trust or Adviser shall be liable under the
indemnification provisions of Sections 5.1. or 5.2., as applicable, with respect
to any claim made against an Indemnified Party unless such Indemnified Party
shall have notified the other party or parties in writing within a reasonable
time after the summons, or other first written notification, giving information
concerning the nature of the claim shall have been served upon or otherwise
received by such Indemnified Party (or after such Indemnified Party shall have
received notice of service upon or other notification to any designated agent),
but failure to notify the party or parties against whom indemnification is
sought of any such claim shall not relieve that party from any liability which
it may have to the Indemnified Party in the absence of Sections 5.1. and 5.2.
5.5. In case any such action is brought against the Indemnified Parties,
the indemnifying party or parties shall be entitled to participate, at its or
their own expense, in the defense of such action. The indemnifying party or
parties also shall be entitled to assume the defense thereof, with counsel
reasonably satisfactory to the party or parties named in the action. After
notice from the indemnifying party or parties to the Indemnified Party of an
election to assume such defense, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the indemnifying party
11
<PAGE>
or parties will not be liable to the Indemnified Party under this Agreement for
any legal or other expenses subsequently incurred by such party or parties
independently in connection with the defense hereof other than reasonable costs
of investigation.
ARTICLE VI.
Termination
-----------
6.1. This Agreement shall continue in full force and effect until the
first to occur of:
(a) termination by any party for any reason by sixty (60) days'
advance written notice delivered to the other parties; or
(b) termination by AICA by written notice to the Trust and Adviser
with respect to any Portfolio based upon AICA's determination
that shares of such Portfolio are not reasonably available to
meet the needs of the Contracts; or
(c) termination by AICA by written notice to the Trust and Adviser
with respect to any Portfolio in the event any of the
Portfolio's shares are not registered, issued or sold in
accordance with applicable state and/or federal law or such
law precludes the use of such shares as the underlying
investment media of the Contracts issued or to be issued by
AICA; or
(d) termination by AICA by written notice to the Trust and Adviser
with respect to any Portfolio in the event that such Portfolio
ceases to qualify as a regulated investment company under
Subchapter M of the Code or under any successor or similar
provision, or if AICA reasonably believes the Trust may fail
to so qualify; or
(e) termination by AICA by written notice to the Trust and Adviser
with respect to any Portfolio in the event that such Portfolio
fails to meet the diversification requirements of Section
3.10; or
(f) termination by AICA by written notice to the Trust and
Adviser, if AICA shall determine, in its sole judgment
exercised in good faith, that either the Trust of Adviser has
suffered a material adverse change in its business,
operations, financial condition, or prospects since the date
of this Agreement or is the subject of material adverse
publicity; or
(g) termination by either the Trust or Adviser by written notice
to AICA, if either one or both of the Trust or Adviser shall
determine, in its sole judgment exercised in good faith, that
AICA has suffered a material adverse change in its business,
operations, financial condition, or
12
<PAGE>
prospects since the date of this Agreement or is the subject
of material adverse publicity.
6.2. Notwithstanding any termination of this Agreement, the Trust shall,
at the option of AICA, continue to make available additional shares of the Trust
(or any Portfolio) pursuant to the terms and conditions of this Agreement for
all Contracts in effect on the effective date of termination of this Agreement;
provided, however, that AICA continues to pay the costs set forth in Section
2.3.
6.3. The provisions of Article V. shall survive the termination of this
Agreement, and the provisions of Article IV. and Section 2.8. shall survive the
termination of this Agreement as long as shares of the Trust are held on behalf
of Contract holders in accordance with Section 6.2.
ARTICLE VII.
Notices
-------
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Trust or Advisers:
---------------------------
---------------------------
---------------------------
Attention:
If to AICA:
Aetna Insurance Company
of America
151 Farmington Avenue
Hartford, Connecticut
Attention: Julie E. Rockmore
ARTICLE VIII.
Miscellaneous
-------------
8.1. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
8.2. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.
13
<PAGE>
8.3. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
8.4. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of Connecticut.
This Agreement shall be subject to the provisions of the 1933 Act, the 1934 Act
and the 1940 Act and the rules and regulations thereunder, including exemptions
from those statutes, rules and regulations as the SEC may grant (including, but
not limited to, the Order) and the terms hereof shall be interpreted and
construed in accordance thereof.
8.5. The parties to this Agreement acknowledge and agree that all
liabilities of the Trust arising, directly or indirectly, under this Agreement,
of any and every nature whatsoever, shall be satisfied solely out of the assets
of the Trust and that no Trustee, officer or agent of the Trust, or holder of
shares of beneficial interest of the Trust shall be personally liable for any
such liabilities.
8.6. Each party shall cooperate with each other party and all appropriate
governmental authorities (including, without limitation, the SEC, the National
Association of Dealers, Inc. and state insurance or securities regulators) and
shall permit such authorities reasonable access to its books and records in
connection with any investigation or inquiry relating to this Agreement or the
transactions contemplated hereby.
8.7. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws.
8.8. The parties to this Agreement acknowledge and agree that this
Agreement shall not be exclusive in any respect.
8.9. Neither this Agreement nor any rights or obligations hereunder may
be assigned by either party without the prior written approval of the other
party.
8.10. No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties.
14
<PAGE>
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Agreement as of the date and year first above written.
AETNA INSURANCE INSURANCE MANAGEMENT SERIES
COMPANY OF AMERICA
By: /s/ James J. Mallozzi By: /s/ J. Christopher Donahue
------------------------------ ------------------------------
Name: James J. Mallozzi Name: J. Christopher Donahue
Title:Vice President Title: President
FEDERATED ADVISERS
By: /s/ J. Christopher Donahue
------------------------------
Name: J. Christopher Donahue
Title: President
15
[letterhead]
151 Farmington Avenue
Hartford, CT 06156
Kirk P. Wickman
General Counsel
July 29, 1997 Law Division, RW4A
Investments & Financial Services
(860) 273-6128
Fax: (860) 273-1548
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Aetna Insurance Company of America and its Variable Annuity Account I
Post-Effective Amendment No. 5 to Registration Statement on Form N-4
Prospectus Title: Aetna Marathon Plus
File Nos. 33-59749 And 811-8582
Dear Sir or Madam:
The undersigned has acted as counsel to Aetna Insurance Company of America, a
Connecticut life insurance company (the "Company"). It is my understanding that
the Company, as depositor, has registered an indefinite amount of securities
(the "Securities") under the Securities Act of 1933 (the "Securities Act") as
provided in Rule 24f-2 under the Investment Company Act of 1940 (the "Investment
Company Act").
In connection with this opinion, I have reviewed the N-4 Registration
Statement as amended to the date hereof and this Post-Effective Amendment No. 5.
I have also examined originals or copies, certified or otherwise identified to
my satisfaction, of such documents, trust records and other instruments I have
deemed necessary or appropriate for the purpose of rendering this opinion. For
purposes of such examination, I have assumed the genuineness of all signatures
on original documents and the conformity to the original of all copies.
I am admitted to practice law in Connecticut, and do not purport to be an expert
on the laws of any other state. My opinion herein as to any other law is based
upon a limited inquiry thereof which I have deemed appropriate under the
circumstances.
<PAGE>
Based upon the foregoing, and, assuming the Securities are sold in accordance
with the provisions of the prospectus, I am of the opinion that the Securities
being registered will be legally issued and will represent binding obligations
of the Company.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Kirk P. Wickman
Kirk P. Wickman
Consent of Independent Auditors
The Board of Directors of Aetna Insurance Company of America and Contractholders
of Aetna Variable Annuity Account I:
We consent to the incorporation by reference into Registration Statement (No.
33-59749) on Form N-4 our reports dated February 14, 1997 and March 20, 1997.
KPMG Peat Marwick LLP
Hartford, Connecticut
July 29, 1997
POWER OF ATTORNEY
We, the undersigned directors and officers of Aetna Insurance Company of America
hereby constitute and appoint Julie E. Rockmore and Kirk P. Wickman and each of
them individually, our true and lawful attorneys, with full power to them and
each of them to sign for us, and in our names and in the capacities indicated
below, any and all amendments, to the Registration Statements listed below filed
with the Securities and Exchange Commission under the Securities Act of 1933 and
the Investment Company Act of 1940:
Registration Statements filed under the Securities Act of 1933.
33-59749
33-62481
33-63611
33-63657
33-80750
333-22723
Registration Statements filed under the Investment Company Act of 1940:
811-08582
hereby ratifying and confirming on this 9th day of June, 1997, our signatures as
they may be signed by our said attorneys to any such Registration Statements and
any and all amendments thereto.
Signature/Title Signature/Title
--------------- ----------------
/s/ Daniel P. Kearney /s/ Deborah Koltenuk
- ------------------------------ --------------------------------------
Daniel P. Kearney Deborah Koltenuk
President and Director Vice President, Treasurer, Corporate
(Principal Executive Officer) Controller and Director
(Principal Financial and Accounting Officer)
/s/ Shaun P. Mathews /s/ Christine C. Marcks
- ------------------------------ --------------------------------------
Shaun P. Mathews, Director and Christine C. Marcks, Director
Senior Vice President
<TABLE> <S> <C>
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<NAME> Aetna Variable Annuity Account I
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
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