As filed with the Securities and Exchange File No. 33-59749
Commission on December 17, 1999 File No. 811-8582
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- --------------------------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 10 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, TS31, 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, TS31, Hartford, Connecticut 06156
(Name and Address of Agent for Service)
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b) of Rule 485
--------
X on December 17, 1999, pursuant to paragraph (b) of Rule 485
--------
<PAGE>
VARIABLE ANNUITY ACCOUNT I
CROSS REFERENCE SHEET
Pursuant to Rule 481(a)
<TABLE>
<CAPTION>
FORM N-4
ITEM NO. PART A (PROSPECTUS) LOCATION - PROSPECTUS DATED MAY 3, 1999, AND AS
AMENDED BY SUPPLEMENT DATED DECEMBER 17, 1999
<S> <C> <C>
1 Cover Page........................................... Cover Page
2 Definitions.......................................... Not Applicable
3 Synopsis............................................. Contract Overview, and as amended; Fee Table
4 Condensed Financial Information...................... Condensed Financial Information; Appendix IV -
Condensed Financial Information
5 General Description of Registrant, Depositor, and
Portfolio Companies.................................. Other Topics - The Company, and as amended;
Variable Annuity Account I; Appendix III -
Description of Underlying Funds
6 Deductions and Expenses.............................. Fees
7 General Description of Variable Annuity Contracts.... Contract Overview, and as amended; Other Topics
8 Annuity Period....................................... The Income Phase
9 Death Benefit........................................ Death Benefit
10 Purchases and Contract Value......................... Purchase and Rights; Your Account Value
11 Redemptions.......................................... Right to Cancel; Withdrawals
12 Taxes................................................ Taxation
13 Legal Proceedings.................................... Other Topics - Legal Matters and Proceedings
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FORM N-4
ITEM NO. PART A (PROSPECTUS) LOCATION - PROSPECTUS DATED MAY 3, 1999, AND AS
AMENDED BY SUPPLEMENT DATED DECEMBER 17, 1999
<S> <C> <C>
14 Table of Contents of the Statement of Additional
Information.......................................... Contents of the Statement of Additional
Information
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LOCATION - STATEMENT OF ADDITIONAL
INFORMATION DATED MAY 3, 1999, AND AS
AMENDED BY SUPPLEMENT DATED DECEMBER 17,
FORM N-4 ITEM NO. PART B (STATEMENT OF ADDITIONAL INFORMATION) 1999
<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................................... Income Phase 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 Statement of Additional Information are incorporated into
Parts A and B, respectively, of this Post-Effective Amendment No. 10 by
reference to Post-Effective Amendment No. 9 to the Registration Statement on
Form N-4 (File No. 33-59749), as filed on April 9, 1999 and declared effective
on May 3, 1999.
A Supplement dated December 17, 1999 to the Prospectus is included in Part A of
this Post-Effective Amendment No. 10.
A Supplement dated December 17, 1999 to the Statement of Additional Information
is included in this Post-Effective Amendment No. 10.
<PAGE>
VARIABLE ANNUITY ACCOUNT I
Aetna Insurance Company of America
Supplement Dated December 17, 1999 to the May 3, 1999 Prospectus
The information in this supplement amends certain information contained in the
prospectus dated May 3, 1999. You should read this supplement along with the
prospectus.
1. The following information replaces the "Contract Overview--Questions:
Contacting the Company" section on page 4 of the prospectus:
Questions: Contacting the Company. To answer your questions, contact
your local representative or write or call the Company's Service
Center at:
Aetna Financial Services
Annuity Services
151 Farmington Avenue
Hartford, CT 06156-1258
1-800-531-4547
2. All references in the prospectus to our "Home Office" are replaced with our
"Service Center."
3. The following information replaces the "The Company" section on page 43 of
the prospectus:
The Company
Aetna Insurance Company of America (the Company, we, us) issues the
contracts described in this prospectus and is responsible for
providing each contract's insurance and annuity benefits.
We are a stock life insurance company organized under the insurance
laws of the State of Connecticut in 1990 and redomesticated under the
insurance laws of the State of Florida in 2000. We are an indirect
wholly owned subsidiary of Aetna Inc.
We are engaged in the business of issuing life insurance and
annuities. Prior to January 3, 2000 our principal executive offices
are located at:
151 Farmington Avenue
Hartford, CT 06156
Beginning on January 3, 2000 our principal executive offices are
located at:
5100 West Lemon Street
Suite 213
Tampa, FL 33609
Form No.: X.59749-99 December 1999
<PAGE>
VARIABLE ANNUITY ACCOUNT I
Aetna Insurance Company of America
Supplement Dated December 17, 1999 to the
Statement of Additional Information dated May 3, 1999
The information in this supplement amends certain information contained in the
statement of additional information dated May 3, 1999 and restates the
information in and replaces the statement of additional information supplement
dated September 3, 1999. You should read this supplement along with the
statement of additional information.
o The first two paragraph of the section entitled "GENERAL INFORMATION AND
HISTORY" are deleted and replaced with the following:
Aetna Insurance Company of America (the Company, we, us) issues the
contracts described in the prospectus and is responsible for providing each
contract's insurance and annuity benefits. We are a stock life insurance
company which was organized under the insurance laws of the State of
Connecticut in 1990 and redomesticated under the insurance laws of the
State of Florida in 2000. We are an indirect wholly-owned subsidiary of
Aetna Inc. We are engaged in the business of issuing life insurance and
annuities. Prior to January 3, 2000 our principal executive offices are
located at 151 Farmington Avenue, Hartford, Connecticut 06156. Beginning on
January 3, 2000 our principal executive offices are located at 5100 West
Lemon Street, Suite 213, Tampa, Florida 33609.
Aetna Life Insurance and Annuity Company (ALIAC), a registered
broker-dealer under the Securities Exchange Act of 1934, serves as the
principal underwriter for the separate account. ALIAC is also a registered
investment adviser under the Investment Advisers Act of 1940.
o The section entitled "OFFERING AND PURCHASE OF CONTRACT" is deleted and
replaced with the following:
OFFERING AND PURCHASE OF CONTRACTS
The Company is the depositor and Aetna Life Insurance and Annuity Company
(ALIAC) is the principal underwriter for the securities sold under the
prospectus. ALIAC offers the contracts through life insurance agents
licensed to sell variable annuities who are registered representatives of
ALIAC or of other registered broker-dealers who have sales agreements with
ALIAC. The offering of the contracts is continuous. A description of the
manner in which the contracts are purchased can be found in the prospectus
under the sections entitled "Purchase and Rights" and "Your Account Value."
Form No.: X.SAI59749-99-1 December 1999
<PAGE>
VARIABLE ANNUITY ACCOUNT I
PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
- -------------------------------------------
(a) Financial Statements:
(1) Incorporated by reference in Part A:
Condensed Financial Information
(2) Incorporated by reference in Part B:
Financial Statements of Variable Annuity Account I:
- Statement of Assets and Liabilities as of December 31, 1998
- Statements of Operations and Changes in Net Assets for the
years ended December 31, 1998 and December 31, 1997
- Condensed Financial Information for the year ended December
31, 1998
- Notes to Financial Statements
- Independent Auditors' Report
Financial Statements of Depositor:
- Independent Auditors' Report
- Statements of Income for the years ended December 31, 1998,
1997 and 1996
- Balance Sheets for the years ended December 31, 1998 and
1997
- Statements of Changes in Shareholder's Equity for the years
ended December 31, 1998, 1997 and 1996
- Statements of Cash Flows for the years ended December 31,
1998, 1997 and 1996
- 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) Selling Agreement(1)
(3.2) Principal Underwriting Agreement(2)
(3.3) First Amendment dated January 11, 1996 to Principal
Underwriting Agreement(2)
(4.1) Variable Annuity Contract (G-MP2(5/97))(3)
(4.2) Variable Annuity Contract Certificate (MP2CERT(5/97))(3)
(4.3) Variable Annuity Contract (IMP2(5/97))(3)
(4.4) Variable Annuity Contract (G2-CDA-94(IR))(1)
(4.5) Variable Annuity Contract (G2-CDA-94(NQ))(1)
(4.6) Variable Annuity Contract (G-MP2(5/96))(4)
(4.7) Certificate of Group Annuity Coverage (MP2CERT(5/96))(4)
(4.8) Endorsement (MP2NQEND(4/95))(5)
(4.9) Endorsement (MP2NQCERTEND(4/95))(5)
(4.10) Endorsement (MP2IREND(4/95))(5)
<PAGE>
(4.11) Endorsement (MP2END(9/97)) to Contract G-MP2(5/96) and
Certificate MP2CERT(5/96)(3)
(4.12) Endorsement (IMP2END(9/97)) to Contract G-MP2(5/96) and
Certificate MP2CERT(5/96)(3)
(5) Variable Annuity Contract Application(1)
(6.1) Certificate of Incorporation of Aetna Insurance Company of
America(6)
(6.2) By-laws of Aetna Insurance Company of America(6)
(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(7)
(8.2) Fund Participation Agreement among Calvert Responsibly Invested
Balanced Portfolio, Calvert Asset Management Company, Inc. and
Aetna Insurance Company of America dated December 1, 1997(8)
(8.3) Service Agreement between Calvert Asset Management Company,
Inc. and Aetna Insurance Company of America dated December 1,
1997(8)
(8.4) Fund Participation Agreement by and among Insurance Management
Series, Federated Advisers and Aetna Insurance Company of
America dated July 1, 1994(9)
(8.5) Fund Participation Agreement among Aetna Insurance Company of
America, Variable Insurance Products Fund and Fidelity
Distributors Corporation dated October 20, 1995(7)
(8.6) Fund Participation Agreement among Aetna Insurance Company of
America, Variable Insurance Products Fund II and Fidelity
Distributors Corporation dated October 20, 1995(7)
(8.7) Fund Participation Agreement among Janus Capital Corporation,
Aetna Insurance Company of America and Janus Aspen Series dated
December 8, 1997(6)
(8.8) Amendment to Fund Participation Agreement made as of October
12, 1998 to Fund Participation Agreement among Janus Capital
Corporation, Aetna Insurance Company of America and Janus
Aspen Series dated December 8, 1997(6)
(8.9) Service Agreement between Janus Capital Corporation and Aetna
Insurance Company of America dated as of December 8, 1997(6)
(8.10) Fund Participation Agreement among Aetna Insurance Company of
America and Lexington Natural Resources Trust and Lexington
Management Corporation dated September 1, 1995(7)
(8.11) Fund Participation Agreement among Aetna Insurance Company of
America, Lexington Emerging Markets Fund, Inc. and Lexington
Management Corporation dated September 1, 1995(7)
(8.12) Fund Participation Agreement among MFS Variable Insurance
Trust, Aetna Insurance Company of America and Massachusetts
Financial Services Company dated April 30, 1996(7)
<PAGE>
(8.13) 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 dated April 30, 1996(10)
(8.14) Fund Participation Agreement between Aetna Insurance Company of
America, Oppenheimer Variable Account Funds and Oppenheimer
Fund, Inc. dated April 1, 1997(4)
(8.15) Service Agreement between Aetna Insurance Company of America
and Oppenheimer Funds, Inc. dated April 1, 1997(4)
(8.16) Fund Participation Agreement among Aetna Insurance Company of
America, TCI Portfolios, Inc. and Investors Research
Corporation dated October 9, 1995(7)
(8.17) Administrative Service Agreement between Aetna Insurance
Company of America and Agency, Inc.(7)
(9) Opinion and Consent of Counsel
(10) Consent of Independent Auditors
(11) Not applicable
(12) Not applicable
(13) Schedule for Computation of Performance Data(5)
(14.1) Powers of Attorney(11)
(14.2) Certificate of Resolution Authorizing Signatures(1)
1. Incorporated by reference to Registration Statement on Form N-4 (File No.
33-59749), as filed on June 1, 1995.
2. Incorporated by reference to Registration Statement on Form S-2 (File No.
333-22723), as filed on March 4, 1997.
3. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-59749), as filed on November 26, 1997.
4. Incorporated by reference to Post-Effective Amendment No. 4 to Registration
Statement on Form N-4 (File No. 33-59749), as filed on April 16, 1997.
5. Incorporated by reference to Post-Effective Amendment No. 8 to Registration
Statement on Form N-4 (File No. 33-59749), as filed on April 17, 1998.
6. Incorporated by reference to Registration Statement on Form N-4 (File No.
333-87131), as filed on September 15, 1999.
7. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 33-59749), as filed on April 22, 1996.
8. Incorporated by reference to Post-Effective Amendment No. 7 to Registration
Statement on Form N-4 (File No. 33-59749), as filed on February 13, 1998.
9. Incorporated by reference to Post-Effective Amendment No. 5 to Registration
Statement on Form N-4 (File No. 33-59749), as filed on July 29, 1997.
10. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-4 (File No. 33-59749), as filed on September 16, 1996.
<PAGE>
11. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
Statement on Form N-4 (File No. 333-87131), as filed on December 15, 1999.
<PAGE>
Item 25. Directors and Officers of the Depositor
- -------------------------------------------------
<TABLE>
<CAPTION>
Name and Principal
Business Address* Positions and Offices with Depositor
- ----------------- ------------------------------------
<S> <C>
Thomas J. McInerney Director and President
Shaun P. Mathews Director and Senior Vice President
Steven A. Haxton Director
David W. O'Leary Director
Catherine H. Smith Director
Deborah Koltenuk Vice President, Corporate Controller, and Assistant
Treasurer
Jane A. Boyle Corporate Secretary and Counsel
Therese A. Squillacote Vice President and Chief Compliance Officer
Alastair G. Longley-Cook Vice President and Corporate Actuary
</TABLE>
*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 26 of Registration Statement on
Form N-4 (File No. 333-56297), as filed on November 23, 1999.
Item 27. Number of Contract Owners
- -----------------------------------
As of November 30, 1999, there were 15,536 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account I.
Item 28. Indemnification
- -------------------------
Section 21 of Public Act No. 97-246 of the Connecticut General Assembly (the
"Act") provides that a corporation may provide indemnification of or advance
expenses to a director, officer, employee or agent only as permitted by Sections
33-770 to 33-778, inclusive, of the Connecticut General Statutes, as amended by
Sections 12 to 20, inclusive, of this Act. Reference is hereby made to Section
33-771(e) of the Connecticut General Statutes ("CGS") regarding indemnification
of directors and Section 33-776(d) of CGS regarding indemnification of officers,
employees and agents of Connecticut corporations. These statutes provide in
general that
<PAGE>
Connecticut corporations incorporated prior to January 1, 1997 shall, except to
the extent that their certificate of incorporation expressly provides otherwise,
indemnify their directors, officers, employees and agents against "liability"
(defined as the obligation to pay a judgment, settlement, penalty, fine,
including an excise tax assessed with respect to an employee benefit plan, or
reasonable expenses incurred with respect to a proceeding) when (1) a
determination is made pursuant to Section 33-775 that the party seeking
indemnification has met the standard of conduct set forth in Section 33-771 or
(2) a court has determined that indemnification is appropriate pursuant to
Section 33-774. Under Section 33-775, the determination of and the authorization
for indemnification are made (a) by the disinterested directors, as defined in
Section 33-770(3); (b) by special counsel; (c) by the shareholders; or (d) in
the case of indemnification of an officer, agent or employee of the corporation,
by the general counsel of the corporation or such other officer(s) as the board
of directors may specify. Also, Section 33-772 provides that a corporation shall
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 he was a director of the corporation. In the case
of a proceeding by or in the right of the corporation or with respect to conduct
for which the director, officer, agent or employee was adjudged liable on the
basis that he received a financial benefit to which he was not entitled,
indemnification is limited to reasonable expenses incurred in connection with
the proceeding against the corporation to which the individual was named a
party.
The statute does specifically authorize a corporation to procure indemnification
insurance on behalf of an individual who 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 (ALIAC) also acts as the principal
underwriter, only, for Aetna Variable Encore Fund, Aetna Variable Fund, Aetna
Generation Portfolios, Inc., Aetna Income Shares, Aetna Balanced VP, Inc.,
(formerly Aetna Investment Advisers Fund, Inc.), Aetna GET Fund and Aetna
Variable Portfolios, Inc. and as the principal underwriter and investment
adviser for Portfolio Partners, Inc. (all management investment companies
registered under the Investment Company Act of 1940 (1940 Act)). Additionally,
ALIAC also acts as the principal underwriter and depositor for Variable Life
Account B of ALIAC, Variable Annuity Account B of ALIAC, Variable Annuity
Account C of ALIAC and Variable Annuity Account G of ALIAC (separate accounts of
ALIAC registered as unit investment trusts under the 1940 Act).
(b) Directors and Officers of the Underwriter
<TABLE>
<CAPTION>
Name and Principal
Business Address* Positions and Offices with Underwriter
- ----------------- --------------------------------------
<S> <C>
Thomas J. McInerney Director and President
<PAGE>
Shaun P. Mathews Director and Senior Vice President
Catherine H. Smith Director
Deborah Koltenuk Vice President, Corporate Controller, and Assistant
Treasurer
Therese M. Squillacote Vice President and Chief Compliance Officer
Kirk P. Wickman Senior Vice President, General Counsel and Corporate
Secretary
</TABLE>
* The principal business address of all directors and officers listed is 151
Farmington Avenue, Hartford, Connecticut 06156.
(c) Compensation as of December 31, 1998:
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Compensation on
Name of Net Underwriting Redemption or Brokerage
Principal Underwriter Discounts and Commissions Annuitization Commissions Compensation*
- --------------------- ------------------------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Aetna Life Insurance $486,000 $10,435,000
and Annuity Company
</TABLE>
* Compensation shown in column 5 includes deductions for mortality and
expense risk guarantees and contract charges assessed to cover costs
incurred in the sales and administration of the contracts issued under
Variable Annuity Account I.
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
Service Center of the Depositor as follows:
Aetna Insurance Company of America
151 Farmington Avenue
Hartford, Connecticut 06156
Item 31. Management Services
- -----------------------------
Not applicable
<PAGE>
Item 32. Undertakings
- ----------------------
Registrant hereby undertakes:
(a) to file a post-effective amendment to this registration statement on
Form N-4 as frequently as is necessary to ensure that the audited
financial statements in the registration statement are never more than
sixteen months old for as long as payments under the variable annuity
contracts may be accepted;
(b) to include as part of any application to purchase a contract offered
by a prospectus which is part of this registration statement on Form
N-4, a space that an applicant can check to request a Statement of
Additional Information; and
(c) to deliver any Statement of Additional Information and any financial
statements required to be made available under this Form N-4 promptly
upon written or oral request.
(d) 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 28, 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, [1988 WL 1235221 *13
(S.E.C.)].
(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, certifies that it meets the requirements of Securities Act Rule 485(b)
for effectiveness of this Post-Effective Amendment to its Registration Statement
on Form N-4 (File No. 33-59749) and has duly caused this Post-Effective
Amendment to be signed on its behalf in the City of Hartford, and State of
Connecticut, on the 17th day of December, 1999.
VARIABLE ANNUITY ACCOUNT I OF AETNA
INSURANCE COMPANY OF AMERICA
(Registrant)
By: AETNA INSURANCE COMPANY OF AMERICA
(Depositor)
By Thomas J. McInerney*
-------------------------------------
Thomas J. McInerney
President
As required by the Securities Act of 1933, this Post-Effective Amendment
No. 10 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Thomas J. McInerney* Director and President )
- ------------------------------- )
Thomas J. McInerney (principal executive officer) )
)
Deborah Koltenuk* Vice President, Corporate Controller, and Assistant Treasurer ) December
- ------------------------------- ) 17, 1999
Deborah Koltenuk (principal accounting and financial officer) )
)
Steven A. Haxton* Director )
- ------------------------------- )
Steven A. Haxton )
)
Shaun P. Mathews* Director )
- ------------------------------- )
Shaun P. Mathews )
)
David W. O'Leary* Director )
- ------------------------------- )
David W. O'Leary )
)
Catherine H. Smith* Director )
- ------------------------------- )
Catherine H. Smith )
</TABLE>
By: /s/ Michael A. Pignatella
-------------------------------------
Michael A. Pignatella
*Attorney-in-Fact
<PAGE>
VARIABLE ANNUITY ACCOUNT I
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
99-B.9 Opinion and Consent of Counsel -----------------
99-B.10 Consent of Independent Auditors -----------------
[Aetna Logo]
[Aetna Letterhead]
Aetna Inc.
151 Farmington Avenue
Hartford, CT 06156-8975
Julie E. Rockmore
Counsel
AFS Law, TS31
December 14, 1999 (860) 273-4686
Fax: (860) 273-0385
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. 10 to Registration Statement on Form N-4
Prospectus Title: Aetna Marathon Plus - Group and Individual Deferred
Variable Annuity Contracts
File Nos. 33-59749 and 811-8582
Dear Sir or Madam:
The undersigned serves 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 or those for whom I have supervisory
responsibility, have reviewed the N-4 Registration Statement as amended to the
date hereof and this Post-Effective Amendment No. 10. 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.
Very truly yours,
/s/ Julie E. Rockmore
Julie E. Rockmore
Exhibit 99-B.10
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 use of our report dated February 26, 1999, relating to the
financial statements of the Aetna Variable Annuity Account I and our report
dated March 24, 1999, relating to the consolidated financial statements of Aetna
Insurance Company of America, which are included in this Registration Statement
on Form N-4 (File No. 33-59749) and to the references to our firm under the
headings "Independent Auditors" in the Statement of Additional Information and
"Condensed Financial Information" in the Prospectus.
/s/ KPMG LLP
Hartford, Connecticut
December 16, 1999
