As filed with the Securities and Exchange File No. 333-05173
Commission on August 1, 2000 File No. 811-7651
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 13
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 14
AETNA VARIABLE PORTFOLIOS, INC.
151 Farmington Avenue TS31, Hartford, Connecticut 06156
(860) 275-3252
Michael Gioffre, Counsel
10 State House Square SH11, Hartford, Connecticut 06103-3602
(Name and Address of Agent for Service)
--------------------------------------------------------------------------------
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b).
----
<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. 13 by
reference to the Fund's filing under Rule 497(j) under the Securities Act of
1933, as filed on May 1, 2000.
<PAGE>
Aetna Variable Fund d/b/a
AETNA GROWTH AND INCOME VP
Aetna Variable Encore Fund d/b/a
AETNA MONEY MARKET VP
Aetna Income Shares d/b/a
AETNA BOND VP
AETNA BALANCED VP, INC.
AETNA GENERATION PORTFOLIOS, INC.
AETNA VARIABLE PORTFOLIOS, INC.
Supplement Dated August 1, 2000
The information below supplements the information contained in the Aetna
Variable Fund d/b/a Aetna Growth and Income VP Prospectus, Aetna Variable
Encore Fund d/b/a Aetna Money Market VP Prospectus, Aetna Income Shares d/b/a
Aetna Bond VP Prospectus, Aetna Balanced VP, Inc. Prospectus, Aetna Generation
Portfolios, Inc. Prospectus and Aetna Variable Portfolios, Inc. Prospectus,
each dated May 1, 2000. This Supplement should be read with each Prospectus.
Aeltus Investment Management, Inc. ("Aeltus"), the investment adviser to the
Funds and Portfolios, is an indirect wholly owned subsidiary of Aetna Inc.
("Aetna"). Aetna has entered into an agreement to sell certain of its
businesses, including Aeltus, to ING Groep N.V. ("ING"), an integrated financial
services provider.
Consummation of the transaction is subject to a number of contingencies,
including regulatory and shareholder approvals and other closing conditions.
Under the Investment Company Act of 1940, the transaction would result in a
change in control of Aeltus and, therefore, constitute an assignment of the
Funds or Portfolios' investment advisory agreements, which would result in a
termination of those agreements. Consequently, it is anticipated that Aeltus
will seek approval of new agreements from the Boards of the Funds, and the
shareholders of each Fund or Portfolio prior to consummation of the transaction.
The transaction is targeted to close by the end of 2000.
X.Aetna.00 August 2000
<PAGE>
AETNA VARIABLE PORTFOLIOS, INC.
AETNA GENERATION PORTFOLIOS, INC.
Aetna Variable Encore Fund d/b/a
AETNA MONEY MARKET VP
AETNA BALANCED VP, INC.
Aetna Income Shares d/b/a
AETNA BOND VP
Aetna Variable Fund d/b/a
AETNA GROWTH AND INCOME VP
Supplement dated August 1, 2000
The information in this Supplement amends the information contained in the
Statement of Additional Information ("Statement") dated May 1, 2000. This
Supplement should be read with the Statement.
The following replaces the biographical information in the section entitled
"Trustees and Officers" on pages 24 through 26 of the Statement:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Principal Occupation During Past Five
Name, Position(s) Held Years (and Positions held with Affiliated
Address and Age With each Fund Persons or Principal Underwriters of the Fund)
----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
J. Scott Fox* Trustee and President Director, Managing Director, Chief Operating
10 State House Square (Principal Executive Officer) Officer, Chief Financial Officer, Aeltus
Hartford, Connecticut Investment Management, Inc., October 1997 to
Age 45 present; Director and Senior Vice President,
Aetna Life Insurance and Annuity Company, March
1997 to February 1998; Director, Managing
Director, Chief Operating Officer, Chief
Financial Officer and Treasurer, Aeltus, April
1994 to March 1997.
----------------------------------------------------------------------------------------------------------------
Wayne F. Baltzer Vice President Vice President, Aeltus Capital, Inc., May 1998
10 State House Square to present.
Hartford, Connecticut
Age 56
----------------------------------------------------------------------------------------------------------------
Albert E. DePrince, Jr. Trustee Professor, Middle Tennessee State University,
3029 St. Johns Drive 1991 to present.
Murfreesboro, Tennessee
Age 59
----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Stephanie A. DeSisto Vice President, Vice President, Mutual Fund Accounting, Aeltus
10 State House Square Treasurer and Chief Investment Management, Inc., November 1995 to
Hartford, Connecticut Financial Officer (Principal present; Director, Mutual Fund Accounting,
Age 46 Financial and Accounting Aetna Life Insurance and Annuity Company,
Officer) August 1994 to November 1995.
----------------------------------------------------------------------------------------------------------------
Maria T. Fighetti Trustee Manager/Attorney, Health Services, New York City
325 Piermont Road Department of Mental Health, Mental Retardation
Closter, New Jersey and Alcohol Services, 1973 to present.
Age 56
------------------------------------------------------------------------------------------------------------------
David L. Grove Trustee Private Investor; Economic/Financial Consultant,
5 The Knoll December 1985 to present.
Armonk, New York
Age 82
------------------------------------------------------------------------------------------------------------------
John Y. Kim* Trustee Director, President, Chief Executive Officer,
10 State House Square Chief Investment Officer, Aeltus Investment
Hartford, Connecticut Management, Inc., December 1995 to present;
Age 39 President and Chief Investment Officer, Aetna
Life Insurance and Annuity Company, May 2000 to
present; Director, Aetna Life Insurance and
Annuity Company, February 1995 to present; Senior
Vice President, Aetna Life Insurance and Annuity
Company, September 1994 to May 2000.
------------------------------------------------------------------------------------------------------------------
Sidney Koch Trustee Financial Adviser, self-employed, January 1993
455 East 86th Street to present.
New York, New York
Age 65
------------------------------------------------------------------------------------------------------------------
Frank Litwin Vice President Managing Director, Aeltus Investment Management,
10 State House Square Inc., August 1997 to present; Managing Director,
Hartford, Connecticut Aeltus Capital, Inc., May 1998 to present; Vice
Age 50 President, Fidelity Investments Institutional
Services Company, April 1992 to August 1997.
------------------------------------------------------------------------------------------------------------------
Shaun P. Mathews* Trustee Vice President/Senior Vice President,
151 Farmington Avenue Aetna Life Insurance and Annuity Company, March
Hartford, Connecticut Age 44 1991 to present; Director, Aetna Investment
Services, Inc., July 1993 to present; Senior
Vice President, Aetna Investment Services, Inc.,
July 1993 to February, 1999.
------------------------------------------------------------------------------------------------------------------
Corine T. Norgaard Trustee Dean of the Barney School of Business, University
556 Wormwood Hill of Hartford (West Hartford, CT), August 1996 to
Mansfield Center, Connecticut present; Professor, Accounting and Dean of the
Age 62 School of Management, SUNY Binghamton
(Binghamton, NY), August 1993 to August 1996.
------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Richard G. Scheide Trustee Trust and Private Banking Consultant, David Ross
11 Lily Street Palmer Consultants, July 1991 to present.
Nantucket, Massachusetts
Age 71
------------------------------------------------------------------------------------------------------------------
</TABLE>
The following replaces the first paragraph in the section entitled "Control
Persons and Principal Shareholders" on page 27 of the Statement:
As of June 30, 2000, Aetna Life Insurance and Annuity Company (Aetna) and its
affiliates owned 99.10% of the shares of AVPI, 98.74% of the shares of AGPI,
96.57% of the shares of Money Market, 98.60% of the shares of Balanced, 96.89%
of the shares of Bond VP and 97.78% of the shares of Growth and Income which
were allocated to variable annuity and variable life insurance separate accounts
to fund obligations under VA Contracts and VLI Policies. Contract holders in
these separate accounts are provided the right to direct the voting of Fund or
Portfolio shares at shareholder meetings. Aetna and its affiliates vote the
shares that they own in these separate accounts in accordance with contract
holders' directions. Undirected shares of a Fund or Portfolio will be voted for
each account in the same proportion as directed shares.
The following replaces the section entitled "Principal Underwriter" on page 32
of the Statement:
Effective August 1, 2000, the Board approved a change of the principal
underwriter from Aetna Life Insurance and Annuity Company to Aetna Investment
Services, Inc. (AISI). AISI is a Connecticut corporation, and is an indirect
wholly owned subsidiary of Aetna Inc. AISI's principal office is located at 151
Farmington Avenue, Hartford, Connecticut 06156.
Shares of the Funds and Portfolios are offered on a continuous basis. As
principal underwriter for each Fund, AISI has agreed to use its best efforts to
distribute the shares of each Fund or Portfolio thereof.
August 2000
3
<PAGE>
PART C
OTHER INFORMATION
Item 23. Exhibits
(a.1) Articles of Incorporation (June 4, 1996)(1)
(a.2) Articles of Amendment (October 15, 1996)(2)
(a.3) Articles Supplementary (October 29, 1997)(3)
(a.4) Articles of Amendment (May 1, 1998)(4)
(a.5) Articles of Amendment (April 1, 1999)(5)
(a.6) Articles Supplementary (February 9, 2000)(6)
(b) Amended Bylaws(2)
(c) Instruments Defining Rights of Holders (set forth in the
Articles of Incorporation which are incorporated by
reference)(1)
(d.1) Investment Advisory Agreement between Aeltus Investment
Management, Inc. (Aeltus) and Aetna Variable Portfolios, Inc.
(AVPI), on behalf of Aetna Value Opportunity VP, Aetna Growth
VP, Aetna Small Company VP, Aetna Index Plus Large Cap VP,
Aetna High Yield VP, Aetna Index Plus Bond VP, Aetna Index
Plus Mid Cap VP, Aetna Index Plus Small Cap VP, Aetna
International VP, Aetna Real Estate Securities VP and Aetna
Technology VP(6)
(d.2) Subadvisory Agreement between Elijah Asset Management, Inc.
and AVPI on behalf of Aetna Technology VP(6)
(e) Form of Underwriting Agreement between AVPI and Aetna
Investment Services, Inc. (AISI)
(f) Directors' Deferred Compensation Plan(3)
(g.1) Custodian Agreement between AVPI and Mellon Bank, N.A. for
Aetna Value Opportunity VP, Aetna Growth VP, Aetna Index Plus
Large Cap VP and Aetna Small Company VP(2)
(g.2) Amendment to Custodian Agreement between AVPI and Mellon Bank,
N.A. for Aetna Index Plus Bond VP, Aetna Index Plus Mid Cap
VP, Aetna Index Plus Small Cap VP, Aetna High Yield VP and
Aetna Real Estate Securities VP(3)
(g.3) Amendment to Custodian Agreement between AVPI and Mellon Bank,
N.A. for Aetna Technology VP(6)
(g.4) Custodian Agreement between AVPI and Brown Brothers Harriman &
Co. for Aetna International VP(4)
(h.1) Administrative Services Agreement between Aeltus and AVPI on
behalf of Aetna Value Opportunity VP, Aetna Growth VP, Aetna
Small Company VP, Aetna Index Plus Large Cap VP, Aetna High
Yield VP, Aetna Index Plus Bond VP, Aetna Index Plus Mid Cap
VP, Aetna Index Plus Small Cap VP, Aetna International VP and
Aetna Real Estate Securities VP(7)
(h.2) Amendment to Administrative Services Agreement between Aeltus
and AVPI on behalf of Aetna Value Opportunity VP, Aetna Growth
VP, Aetna Small Company VP, Aetna Index Plus Large Cap VP,
Aetna High Yield VP, Aetna Index Plus Bond VP, Aetna Index
Plus Mid Cap VP, Aetna Index Plus Small Cap VP, Aetna
International VP and Aetna Real Estate Securities VP(6)
(h.3) Amendment No. 3 to Administrative Services Agreement between
Aeltus and AVPI on behalf of Aetna Technology VP(6)
<PAGE>
(h.4) License Agreement(2)
(i) Opinion and Consent of Counsel
(j) Consent of Independent Auditors
(k) Not applicable
(l.1) Agreement re: Initial Contribution to Working Capital for
Aetna Value Opportunity VP, Aetna Growth VP, Aetna Index Plus
Large Cap VP and Aetna Small Company VP(2)
(l.2) Agreement re: Initial Contribution to Working Capital for
Aetna Index Plus Bond VP, Aetna Index Plus Mid Cap VP, Aetna
Index Plus Small Cap VP, Aetna High Yield VP, Aetna Real
Estate Securities VP and Aetna International VP(8)
(m) Not applicable
(n) Not applicable
(o) Not applicable
(p.1) Aeltus Code of Ethics
(p.2) Aetna Mutual Funds Code of Ethics
(p.3) Elijah Asset Management, LLC Code of Ethics
(q.1) Power of Attorney (November 6, 1998)(9)
(q.2) Authorization for Signatures(8)
1. Incorporated by reference to the Registration Statement on Form N-1A (File
No. 333-05173), as filed with the Securities and Exchange Commission (SEC)
on June 4, 1996.
2. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form N-1A (File No. 333-05173), as filed with the SEC on March
7, 1997.
3. Incorporated by reference to Post-Effective Amendment No. 3 to Registration
Statement on Form N-1A (File No. 333-05173), as filed with the SEC on
February 26, 1998.
4. Incorporated by reference to Post-Effective Amendment No. 4 to Registration
Statement on Form N-1A (File No. 333-05173), as filed with the SEC on April
27, 1998.
5. Incorporated by reference to Post-Effective Amendment No. 8 to Registration
Statement on Form N-1A (File No. 333-05173), as filed with the SEC on April
27, 1999.
6. Incorporated by reference to Post-Effective Amendment No. 12 to
Registration Statement on Form N-1A (File No. 333-05173), as filed with the
SEC on April 25, 2000.
7. Incorporated by reference to Post-Effective Amendment No. 7 to Registration
Statement on Form N-1A (File No. 333-05173), as filed with the SEC on
February 10, 1999.
8. Incorporated by reference to Post-Effective Amendment No. 2 to Registration
Statement on Form N-1A (File No. 333-05173), as filed with the SEC on
September 26, 1997.
9. Incorporated by reference to Post-Effective Amendment No. 29 to
Registration Statement on Form N-1A (File No. 33-41694), as filed with the
SEC on December 17, 1998.
<PAGE>
Item 24. Persons Controlled by or Under Common Control
Registrant is a Maryland corporation for which separate financial
statements are filed. As of June 30, 2000, Aetna Life Insurance and
Annuity Company (Aetna), and its affiliates, had the following interest
in the portfolios of the Registrant, through direct ownership or through
one of Aetna's separate accounts:
<TABLE>
<CAPTION>
% Aetna
-------
<S> <C>
Aetna Growth VP 100.00%
Aetna International VP 100.00%
Aetna Small Company VP 99.65%
Aetna Value Opportunity VP 99.85%
Aetna Technology VP 100.00%
Aetna Real Estate Securities VP 100.00%
Aetna High Yield VP 100.00%
Aetna Index Plus Bond VP 100.00%
Aetna Index Plus Large Cap VP 98.40%
Aetna Index Plus Mid Cap VP 100.00%
Aetna Index Plus Small Cap VP 100.00%
</TABLE>
Aetna is an indirect wholly owned subsidiary of Aetna Inc.
A list of all persons directly or indirectly under common control with
the Registrant and a list which indicates the principal business of each
such company referenced in the diagram are incorporated herein by
reference to Item 26 of the Registration Statement on Form N-4 (File No.
333-37448), as filed with the Securities and Exchange Commission on May
19, 2000.
Item 25. Indemnification
Article 10, Section (iv) of the Registrant's Articles of Incorporation,
incorporated herein by reference to Exhibit (a.1) of this Post-Effective
Amendment, provides for indemnification of directors and officers. In
addition, the Registrant's officers and directors are currently covered
under a directors and officers errors and omissions liability insurance
policy issued by ICI Mutual Insurance Company, which expires October 1,
2002.
Section XI.B of the Administrative Services Agreement, incorporated
herein by reference to Exhibit (h.1) of this Post-Effective Amendment,
provides for indemnification of Aeltus, the Administrator.
Reference is also made to Section 2-418 of the Corporations and
Associations Article of the Annotated Code of Maryland which provides
generally that (1) a corporation may (but is not required to) indemnify
its directors for judgments, fines and expenses in proceedings in which
the director is named a party solely by reason of being a director,
provided the director has not acted in bad faith, dishonestly or
unlawfully, and provided further that the director has not received any
"improper personal benefit"; and (2) that a corporation must (unless
otherwise provided in the
<PAGE>
corporation's charter or articles of incorporation) indemnify a director
who is successful on the merits in defending a suit against him by reason
of being a director for "reasonable expenses." The statutory provisions
are not exclusive; i.e., a corporation may provide greater
indemnification rights than those provided by statute.
Item 26. Business and Other Connections of Investment Adviser
The investment adviser, Aeltus, is registered as an investment adviser
with the Securities and Exchange Commission. In addition to serving as
investment adviser and administrator for the Registrant, Aeltus acts as
the investment adviser and administrator for Aetna Variable Fund, Aetna
Income Shares, Aetna Variable Encore Fund, Aetna Balanced VP, Inc., Aetna
GET Fund, Aetna Generation Portfolios, Inc., and Aetna Series Fund, Inc.
(all management investment companies registered under the Investment
Company Act of 1940 (1940 Act)). Aeltus also acts as the investment
adviser to certain private accounts.
The following table summarizes the business connections of the directors
and principal officers of the investment adviser.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
---- with Investment Adviser Since Dec. 31, 1997/Addresses*
----------------------- ------------------------------
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
John Y. Kim Director, President, Chief Director, President and Chief Investment Officer (since
Executive Officer, Chief May 2000) - Aetna; Director (February 1995 - March
Investment Officer 1998) - Aetna; Director, President, Chief Executive
Officer, Chief Investment Officer (since May 1996) -
Aeltus Trust Company; Senior Vice President (September 1994
- May 2000) - Aetna.
J. Scott Fox Director, Managing Director, Vice President (April 1997 - April 1998) - Aetna
Chief Operating Officer, Chief Retirement Services, Inc.; Director and Senior Vice
Financial Officer President (March 1997 - February 1998) - Aetna.
Thomas J. McInerney Director Director (since February 1998) and President (since
August 1997) - Aetna Retirement Services, Inc.;
Director and President (September 1997 - May 2000) -
Aetna; Executive Vice President (since August 1997) -
Aetna Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
---- with Investment Adviser Since Dec. 31, 1997/Addresses*
----------------------- ------------------------------
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Catherine H. Smith Director Director (since March 1999), Senior Vice President
(since April 1999), Chief Financial Officer (since
February 1998) - Aetna Retirement Services, Inc.;
Director, Senior Vice President and Chief Financial
Officer (since February 1998) - Aetna; Vice President,
Strategy, Finance and Administration, Financial
Relations (September 1996 - February 1998) - Aetna Inc.
Stephanie A. DeSisto Vice President
Brian K. Kawakami Vice President,
Chief Compliance Officer
Neil Kochen Managing Director,
Chief Investment Officer,
Equity Investments
Frank Litwin Managing Director,
Retail Marketing and Sales
L. Charles Meythaler Managing Director,
Institutional Marketing
and Sales
James Sweeney Managing Director,
Fixed Income Investments
</TABLE>
* Except with respect to Mr. McInerney and Ms. Smith, the principal
business address of each person named is 10 State House Square,
Hartford, Connecticut 06103-3602. The address of Mr. McInerney and Ms.
Smith is 151 Farmington Avenue, Hartford, Connecticut 06156.
Item 27. Principal Underwriters
(a) In addition to serving as the principal underwriter for the Registrant,
AISI also acts as the principal underwriter for Aetna Variable Fund,
Aetna Income Shares, Aetna Variable Encore Fund, Aetna Balanced VP,
Inc., Aetna GET Fund and Aetna Generation Portfolios, Inc. (all
management investment companies registered under the 1940 Act).
(b) The following are the directors and principal officers of the
Underwriter:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Principal Positions and Offices
Business Address* Underwriter with Registrant
------------------ ------------------------------------ ---------------------
<S> <C> <C>
Maureen M. Gillis Director and President None
Allan Baker Director and Senior Vice President None
Robert L. Francis Director and Senior Vice President None
Marie Augsberger Senior Vice President None
Steven A. Haxton Senior Vice President None
Gary J. Hegedus Senior Vice President None
Deborah Koltenuk Vice President, Treasurer and Chief None
Financial Officer
Therese Squillacote Vice President and Chief Compliance Officer None
John F. Todd Corporate Secretary and Counsel None
* The principal business address of all directors and officers listed is 151 Farmington Avenue,
Hartford, Connecticut 06156.
</TABLE>
(c) Not applicable
Item 28. Location of Accounts and Records
As required by Section 31(a) of the 1940 Act and the rules thereunder,
the Registrant and its investment adviser, Aeltus, maintain physical
possession of each account, book or other document, at 151 Farmington
Avenue, Hartford, Connecticut 06156 and 10 State House Square, Hartford,
Connecticut 06103-3602, respectively.
Item 29. Management Services
Not applicable.
Item 30. Undertakings
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company
Act, Aetna Variable Portfolios, Inc. certifies that it meets all of the
requirements for effectiveness of this registration statement under rule 485(b)
under the Securities Act and has duly caused this Post-Effective Amendment to be
signed on its behalf by the undersigned, duly authorized, in the City of
Hartford, and State of Connecticut, on the 1st day of August, 2000.
AETNA VARIABLE PORTFOLIOS, INC.
-------------------------------
Registrant
By: J. Scott Fox*
-------------------------------
J. Scott Fox
President
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
date(s) indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
J. Scott Fox* President and Director
------------------------------------- (Principal Executive Officer) )
J. Scott Fox )
)
Albert E. DePrince, Jr.* Director )
------------------------------------- )
Albert E. DePrince, Jr. )
)
Maria T. Fighetti* Director ) August 1,
------------------------------------- )
Maria T. Fighetti ) 2000
)
David L. Grove* Director )
------------------------------------- )
David L. Grove )
)
John Y. Kim* Director )
------------------------------------- )
John Y. Kim )
)
Sidney Koch* Director )
------------------------------------- )
Sidney Koch )
)
Shaun P. Mathews* Director )
------------------------------------- )
Shaun P. Mathews )
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Corine T. Norgaard* Director )
------------------------------------- )
Corine T. Norgaard )
)
Richard G. Scheide* Director )
------------------------------------- )
Richard G. Scheide )
)
Stephanie A. DeSisto* Treasurer and Chief Financial Officer )
------------------------------------- (Principal Financial and Accounting Officer) )
Stephanie A. DeSisto
</TABLE>
By: /s/ Michael Gioffre
-----------------
*Michael Gioffre
Attorney-in-Fact
* Executed pursuant to Power of Attorney dated November 6, 1998 and filed
with the Securities and Exchange Commission on December 17, 1998.
<PAGE>
Aetna Variable Portfolios, Inc.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
----------- ------- ----
<S> <C> <C>
99-(e) Form of Underwriting Agreement between AVPI and Aetna
Investment Services, Inc. (AISI)
------------------
99-(i) Opinion and Consent of Counsel
------------------
99-(j) Consent of Independent Auditors
------------------
99-(p.1) Aeltus Code of Ethics
------------------
99-(p.2) Aetna Mutual Funds Code of Ethics
------------------
99-(p.3) Elijah Asset Management, LLC Code of Ethics
------------------
</TABLE>
