As filed with the Securities and Exchange File No. 2-47232
Commission on June 7, 1996 File No. 811-2361
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
- --------------------------------------------------------------------------------
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 46
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 33
AETNA INCOME SHARES
-------------------
(Exact Name of Registrant as Specified in Charter)
151 Farmington Avenue RE4C, Hartford, Connecticut 06156
-------------------------------------------------------
(Address of Principal Executive Offices)
(860) 273-7834
(Registrant's Telephone Number, including Area Code)
Susan E. Bryant, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue RE4C, Hartford, Connecticut 06156
-------------------------------------------------------
(Name and Address of Agent for Service)
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective (Check appropriate space):
______ immediately upon filing pursuant to paragraph (b) of Rule 485
______ on _______________________ pursuant to paragraph (b) of Rule 485
______ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
X on June 20, 1996 pursuant to paragraph (a)(1) of Rule 485 (a Rule 461
------
______ Request for Acceleration is attached)
______ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
______ on _______________________ pursuant to paragraph (a)(2) of Rule 485
Aetna Income Shares has registered an indefinite number of its securities under
the Securities Act of 1933 pursuant to Rule 24f-2 of the Investment Company Act
of 1940. The Registrant filed its Rule 24f-2 Notice for its fiscal year ended
December 31, 1995 on February 29, 1996.
<PAGE>
PARTS A AND B
The Prospectus and the Statement of Additional Information are incorporated into
Part A and Part B of this Post Effective Amendment No. 46, respectively, by
reference to Post-Effective Amendment No. 44 to the Registration Statement on
Form N-1A (File No. 2-47232), as filed electronically on April 25, 1996.
<PAGE>
AETNA INCOME SHARES
Supplement dated June 20, 1996
to Prospectus dated May 1, 1996
The information in this supplement updates and amends the
information contained in the Prospectus dated May 1, 1996 (the
"Prospectus") and should be read with that Prospectus.
Capitalized terms are defined in the Prospectus.
(bullet) The following information replaces entirely the information on page 3
of the Prospectus, effective August 1, 1996:
The Fee Table is provided to help a shareholder in the Fund understand the
various fees and costs that a shareholder will bear directly or indirectly. It
does not include separate account charges such as insurance charges, contract
maintenance charges or deferred sales charges relating to a VA Contract or a VLI
Policy. VA Contract holders and participants and VLI Policy holders should refer
to the appropriate contract or policy prospectus for a description of the
separate account charges and fees.
Annual Fund
Operating
Expenses
as of 8/1/96
(as a % of average net assets)
Management Fee 0.40%
Other Expenses 0.08%
----
TOTAL FUND OPERATING EXPENSES 0.48%
See "Management of the Fund" for additional information concerning the fees
payable to ALIAC as the Fund's investment adviser and administrator.
Hypothetical Illustration (Example)
THE FOLLOWING EXAMPLE IS PURELY HYPOTHETICAL. IT SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR
EXPECTED RETURN. ACTUAL EXPENSES AND/OR RETURN MAY BE GREATER
OR LESS THAN THOSE SHOWN BELOW.
<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a
$1,000 investment, assuming a 5% annual
return and redemption at the end of each $5 $15 $27 $60
time period:
</TABLE>
Refer to the applicable VA Contract or VLI Policy prospectus for an explanation
of contract/policy charges and expenses.
Form XAIS.1 Page 1 June 1996
<PAGE>
(bullet) The following replaces the footnote * on page 3 of the Prospectus:
(bullet) The performance data for periods prior to August 1, 1996
reflect deduction of an investment advisory fee at an annual
rate of 0.25% of the Fund's average daily net assets, and deductions
for Fund administrative services and other expenses at cost prior
to May 1, 1996, and at an annual rate of 0.08% of average daily
net assets thereafter. Performance data above is for the Fund
and not for the separate accounts investing in the Fund. Therefore,
the performance does not reflect insurance charges for mortality and
expense risks, contract maintenance charges, deferred sales charges
or other charges relating to the separate account using the Fund for
VA Contracts or VLI Policies. Inclusion of these expenses would reduce
the total return figures.
(bullet) The following replaces the Subsection entitled "Investment
Policies" on page 4 of the Prospectus:
Investment Policies. The fund generally will seek to achieve its investment
objective by investing principally in common stocks and securities convertible
into common stock which are believed to have significant potential for capital
appreciation and/or investment income.
(bullet) The following sentence is deleted from the seventh paragraph of the
Subsection entitled "Investment Policies" on page 4 of the Prospectus:
In addition, although the Fund's investment restrictions allow it to invest up
to 15% of its total assets in illiquid securities (securities which cannot be
sold in seven days without taking a materially reduced price), the Fund does not
intend to invest more than 5% of its total assets in illiquid securities.
(bullet) The following is added following the Subsection entitled "Investment
Policies" on page 4 of the Prospectus:
Illiquid and Restricted Securities. The Fund may invest up to 15% of its total
assets in illiquid securities. Illiquid securities are securities that are not
readily marketable or cannot be disposed of promptly within seven days in the
ordinary course of business without taking a materially reduced price. In
addition, the Fund may invest in securities that are subject to legal or
contractual restrictions on resale, including securities purchased under Rule
144A and Section 4(2) of the Securities Act of 1933.
Because of the absence of a trading market for illiquid and certain restricted
securities, it may take longer to liquidate these securities than it would
unrestricted, liquid securities. The Fund may realize less than the amount
originally paid by the Fund for the security. The Board of Trustees has
established a policy concerning investments in restricted and illiquid
securities.
(bullet) The following replaces the Subsection entitled "Investment Adviser"
on page 6 of the Prospectus:
Investment Adviser. ALIAC, the investment adviser for the Fund, is a Connecticut
insurance corporation located at 151 Farmington Avenue, Hartford, Connecticut
06156. It is an indirect wholly owned subsidiary of Aetna Retirement Services,
Inc., which is in turn a wholly owned subsidiary of Aetna Life and Casualty
Company. ALIAC is registered with the SEC as an investment adviser and is
responsible for managing over $22 billion in assets including those held by the
Fund. ALIAC receives a management fee, payable monthly, at an annual rate of
0.25% through July 31, 1996, and thereafter, 0.40% of the average daily net
assets of the Fund.
Subadviser. The Fund and ALIAC have engaged Aeltus Investment Management, Inc.
(Aeltus) as Subadviser of the Fund effective August 1, 1996. Aeltus is a
Connecticut corporation with its principal offices located at 242 Trumbull
Street, Hartford, Connecticut 06156. Aeltus is also an indirect wholly owned
subsidiary of Aetna Retirement Services, Inc. Aeltus is registered as an
investment adviser with the SEC. All of the current investment personnel of
ALIAC will assume comparable positions with Aeltus as of August 1, 1996 and will
continue to provide investment services to the Fund.
Under the Subadvisory Agreement, Aeltus is responsible for managing the assets
of the Fund in accordance with the Fund's investment objective and policies
subject to the supervision of ALIAC, the Fund and the Fund's Trustees. Aeltus
determines what securities and other instruments are purchased and sold by the
Fund and handles
Form XAIS.1 Page 2 June 1996
<PAGE>
certain related accounting and administrative functions,
including determining the Fund's net asset value on a daily basis and preparing
and providing such reports, data and information as ALIAC or the Trustees
request from time to time.
ALIAC has overall responsibility for monitoring the investment program
maintained by the Subadviser for compliance with applicable laws and
regulations, and the Fund's investment objective and policies.
(bullet) The following replaces the first sentence in the Subsection entitled
"Portfolio Management" on page 5 of the Prospectus:
Portfolio Management. Jeanne Wong-Boehm, Managing Director, Aeltus as of August
1, 1996, and Managing Director, ALIAC since 1994, has been the lead portfolio
manager for the Fund since 1993.
(bulle) The following replaces the second paragraph in the Subsection entitled
"Capital Stock" on page 8 of the Prospectus:
As of May 31, 1996, there were 50,288,298 shares of the Fund outstanding, 99% of
which were owned by ALIAC and held in its separate accounts to fund ALIAC's
obligations under its VA Contracts and VLI Policies. An additional .1% of the
Fund's shares were owned by affiliates of ALIAC at that date. The balance of the
shares were held directly by shareholders who acquired their interests before
the Fund was prohibited from selling shares both directly to investors and to
fund VA Contracts and VLI Policies. Direct shareholders may not purchase
additional shares except through dividend reinvestments.
Form XAIS.1 Page 3 June 1996
<PAGE>
AETNA INCOME SHARES
Supplement dated June 20, 1996
to Prospectus dated May 1, 1996
The information in this supplement updates and amends the information contained
in the Prospectus dated May 1, 1996 (the "Prospectus") and should be read with
that Prospectus. Capitalized terms are defined in the Prospectus.
(bullet) The following replaces the footnote * on page 3 of the Prospectus:
(bullet) The performance data for periods prior to August 1, 1996 reflect
deduction of an investment advisory fee at an annual rate of 0.25% of
the Fund's average daily net assets, and deductions for Fund
administrative services and other expenses at cost prior to May 1,
1996, and at an annual rate of 0.08% of average daily net assets
thereafter. Performance data above is for the Fund and not for the
separate accounts investing in the Fund. Therefore, the performance
does not reflect insurance charges for mortality and expense risks,
contract maintenance charges, deferred sales charges or other charges
relating to the separate account using the Fund for VA Contracts or
VLI Policies. Inclusion of these expenses would reduce the total
return figures.
(bullet) The following replaces the Subsection entitled "Investment Policies"
on page 4 of the Prospectus:
Investment Policies. The fund generally will seek to achieve its investment
objective by investing principally in common stocks and securities convertible
into common stock which are believed to have significant potential for capital
appreciation and/or investment income.
(bullet) The following sentence is deleted from the seventh paragraph of the
Subsection entitled "Investment Policies" on page 4 of the Prospectus:
In addition, although the Fund's investment restrictions allow it to invest up
to 15% of its total assets in illiquid securities (securities which cannot be
sold in seven days without taking a materially reduced price), the Fund does not
intend to invest more than 5% of its total assets in illiquid securities.
(bullet) The following is added following the Subsection entitled "Investment
Policies" on page 4 of the Prospectus:
Illiquid and Restricted Securities. The Fund may invest up to 15% of its total
assets in illiquid securities. Illiquid securities are securities that are not
readily marketable or cannot be disposed of promptly within seven days in the
ordinary course of business without taking a materially reduced price. In
addition, the Fund may invest in securities that are subject to legal or
contractual restrictions on resale, including securities purchased under Rule
144A and Section 4(2) of the Securities Act of 1933.
Form XAIS.2 Page 1 June 1996
<PAGE>
Because of the absence of a trading market for illiquid and certain restricted
securities, it may take longer to liquidate these securities than it would
unrestricted, liquid securities. The Fund may realize less than the amount
originally paid by the Fund for the security. The Board of Trustees has
established a policy concerning investments in restricted and illiquid
securities.
(bullet) The following replaces the Subsection entitled "Investment Adviser"
on page 6 of the Prospectus:
Investment Adviser. ALIAC, the investment adviser for the Fund, is a Connecticut
insurance corporation located at 151 Farmington Avenue, Hartford, Connecticut
06156. It is an indirect wholly owned subsidiary of Aetna Retirement Services,
Inc., which is in turn a wholly owned subsidiary of Aetna Life and Casualty
Company. ALIAC is registered with the SEC as an investment adviser and is
responsible for managing over $22 billion in assets including those held by the
Fund. ALIAC receives a management fee at an annual rate of 0.25% through July
31, 1996, and thereafter, 0.40% of the average daily net assets of the Fund,
payable monthly.
Subadviser. The Fund and ALIAC have engaged Aeltus Investment Management, Inc.
(Aeltus) as Subadviser of the Fund effective August 1, 1996. Aeltus is a
Connecticut corporation with its principal offices located at 242 Trumbull
Street, Hartford, Connecticut 06156. Aeltus is also an indirect wholly owned
subsidiary of Aetna Retirement Services, Inc. Aeltus is registered as an
investment adviser with the SEC. All of the current investment personnel of
ALIAC will assume comparable positions with Aeltus as of August 1, 1996 and will
continue to provide investment services to the Fund.
Under the Subadvisory agreement, Aeltus is responsible for managing the assets
of the Fund in accordance with the Fund's investment objective and policies
subject to the supervision of ALIAC, the Fund and the Fund's Trustees. Aeltus
determines what securities and other instruments are purchased and sold by the
Fund and handles certain related accounting and administrative functions,
including determining the Fund's net asset value on a daily basis and preparing
and providing such reports, data and information as ALIAC or the Trustees
request from time to time.
ALIAC has overall responsibility for monitoring the investment program
maintained by the Subadviser for compliance with applicable laws and
regulations, and the Fund's investment objective and policies.
(bullet) The following replaces the first sentence in the Subsection entitled
"Portfolio Management" on page 5 of the Prospectus:
Portfolio Management. Jeanne Wong-Boehm, Managing Director, Aeltus as of August
1, 1996 and Managing Director, ALIAC since 1994, has been the lead portfolio
manager for the Fund since 1993.
Form XAIS.2 Page 2 June 1996
<PAGE>
(bullet) The following replaces the second paragraph in the Subsection entitled
"Capital Stock" on page 8 of the Prospectus:
As of May 31, 1996, there were 50,288,298 shares of the Fund outstanding, 99% of
which were owned by ALIAC and held in its separate accounts to fund ALIAC's
obligations under its VA Contracts and VLI Policies. An additional .1% of the
Fund's shares were owned by affiliates of ALIAC at that date. The balance of the
shares were held directly by shareholders who acquired their interests before
the Fund was prohibited from selling shares both directly to investors and to
fund VA Contracts and VLI Policies. Direct shareholders may not purchase
additional shares except through dividend reinvestments.
Form XAIS.2 Page 3 June 1996
<PAGE>
AETNA INCOME SHARES
Supplement dated June 20, 1996
to Statement of Additional Information dated May 1, 1996
The information in this supplement updates and amends the information contained
in the Statement of Additional Information dated May 1, 1996 (the "Statement")
and should be read with that Statement. Capitalized terms are defined in the
Statement or the Prospectus.
(bullet) The following replaces the first sentence under the subsection
"Covered Call and Put Options on Securities" on page 7 of the Statement:
The Fund may write (sell) covered call options ("call options") and purchase
covered put options ("put options") and may purchase call and sell put options,
including options on securities, indices and futures, as described in the
prospectus and this Statement of Additional Information; provided, the Fund will
not have call options outstanding at any one time on more than 30% of its total
assets nor will it buy put options if more than 3% of the assets of the Fund
immediately following such purchase would consist of put options.
(bullet) The following replaces the chart on pages 15 and 16 of the Statement:
<TABLE>
<CAPTION>
Principal Occupation During Past Five Years (and
Position(s) Positions held with Affiliated Persons or
Name, Address and Age Held Principal Underwriters of the Registrant)
with Registrant
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Shaun P. Mathews * Trustee and Vice President/Senior Vice President, ALIAC,
151 Farmington Avenue President March 1991 to present and Vice President, Aetna
Hartford, Connecticut Life Insurance Company, 1991 to present.
Age 40 Director and President, Aetna Investment
Services, Inc.; and Director and Vice
President, Aetna Insurance Company of America.
- ------------------------------------------------------------------------------------------------
Wayne F. Baltzer Vice President Assistant Vice President, ALIAC, May 1991 to
151 Farmington Avenue present; Vice President, Aetna Investment
Hartford, Connecticut Services, Inc.
Age 52
- ------------------------------------------------------------------------------------------------
Martin T. Conroy Vice President Assistant Treasurer, ALIAC, October 1991 to
151 Farmington Avenue present; Executive Vice President and Director of
Hartford, Connecticut Fund Accounting, The Boston Company, Inc., June
Age 56 1988 to October 1991.
- ------------------------------------------------------------------------------------------------
J. Scott Fox Vice President Director, Chief Operating Officer, Chief
151 Farmington Avenue and Treasurer Financial Officer and Treasurer, Aeltus
Hartford, Connecticut Investment Management, Inc. (Aeltus), April
Age 41 1994 to present; Managing Director and
Treasurer, Equitable Capital Management Corp.,
March 1987 to September 1993. Director and
Chief Financial Officer, Aeltus Capital, Inc.
and Aeltus Trust Company Inc.; Director,
President and Chief Executive Officer, Aetna
Investment Management, (Bermuda) Holding, Ltd.
<PAGE>
- -----------------------------------------------------------------------------------------------
Susan E. Bryant Secretary Counsel, Aetna Life and Casualty Company, March
151 Farmington Avenue 1993 to present; General Counsel and Corporate
Hartford, Connecticut Secretary, First Investors Corporation, April
Age 48 1991 to March 1993. Secretary, Aetna
Investment Services, Inc. and Vice President
and Senior Counsel, Aetna Financial Services,
Inc.
- ------------------------------------------------------------------------------------------------
Morton Ehrlich Trustee Chairman and Chief Executive Officer,
1000 Venetian Way Integrated Management Corp. (an entrepreneurial
Miami, Florida company) and Universal Research Technologies,
Age 61 1992 to present; Director and Chairman, Audit
Committee, National Bureau of Economic
Research, 1985 to 1992; President, LIFECO,
Travel Services Corp., October 1988 to December
1991.
- ------------------------------------------------------------------------------------------------
Maria T. Fighetti Trustee Manager/Attorney, Health Services, New York
325 Piermont Road City Department of Mental Health, Mental
Closter, New Jersey Retardation and Alcohol Services, 1973 to
Age 52 present.
- ------------------------------------------------------------------------------------------------
David L. Grove Trustee Private Investor; Economic/Financial
5 The Knoll Consultant, December 1985 to present.
Armonk, New York
Age 78
- ------------------------------------------------------------------------------------------------
Timothy A. Holt* Trustee Director, Senior Vice President and Chief
151 Farmington Avenue Financial Officer, ALIAC, February 1996 to
Hartford, Connecticut present; ; Vice President, Portfolio
Age 43 Management/Investment Group, Aetna Life and
Casualty Company, June 1991 to February 1996.
Director, Aetna Retirement Holdings Services,
Inc.
- ------------------------------------------------------------------------------------------------
Daniel P. Kearney* Trustee Director, President, and Chief Executive
151 Farmington Avenue Officer, ALIAC, December 1993 to present;
Hartford, Connecticut Executive Vice President, Aetna Life and
Age 56 Casualty Company, December 1993 to present;
Group Executive, Aetna Life and
Casualty Company, 1991 to 1993;
Director, Aetna Investment
Services, Inc., November 1994 to
present; Director, Aetna
Insurance Company of America, May
1994 to present.
- ------------------------------------------------------------------------------------------------
Sidney Koch Trustee Financial Adviser, self-employed, January 1993
455 East 86th Street to present; Senior Adviser, Daiwa Securities
New York, New York America, Inc., January 1992 to January 1993;
Age 61 Executive Vice President, Member of Executive
Committee, Daiwa Securities America, Inc.,
January 1986 to January 1992.
- ------------------------------------------------------------------------------------------------
Corine T. Norgaard** Trustee, Chair Professor, Accounting and Dean of the School of
School of Management Audit Committee Management, Binghamton University, (Binghamton,
Binghamton University and Contract NY), August 1993 to present; Professor,
Binghamton, New York Committee Accounting, University of Connecticut, (Storrs,
Age 58 Connecticut), September 1969 to June 1993;
Director, The Advest Group
(holding company for brokerage
firm).
- ------------------------------------------------------------------------------------------------
Richard G. Scheide Trustee Trust and Private Banking Consultant, David
11 Lily Street Ross Palmer Consultants, July 1991 to present;
Nantucket, Massachusetts Executive Vice President and Manager, Bank of
Age 66 New England, N.A., June 1976 to July 1991.
- ------------------------------------------------------------------------------------------------
</TABLE>
* Interested persons as defined in the Investment Company Act of 1940
(1940 Act).
** Dr. Norgaard is a director of a holding company that has as a subsidiary
a broker-dealer that sells contracts for Aetna Life Insurance and Annuity
Company. The Portfolios are offered as investment options under the
contracts. Her position as a director of the holding company may cause her
to be an "interested person" for purposes of the 1940 Act.
<PAGE>
(bullet) The following replaces the first sentence in the section entitled
"Control Persons and Principal Shareholders of the Fund" on page 17 of
the Statement:
As of May 31, 1996, the Company and its affiliates owned 49,864,281 (99%) shares
of the Fund which were allocated to variable annuity and variable life insurance
separate accounts to fund obligations under VA Contracts and VLI Policies.
(bullet) The following replaces the sections entitled "Investment Advisory
Agreement" and "Administrative Services Agreement" on pages 18 and 19
of the Statement:
INVESTMENT ADVISORY AGREEMENT
The Fund has entered into an Investment Advisory Agreement (the "Advisory
Agreement") appointing ALIAC as its Investment Adviser. The Advisory Agreement
was adopted by the Board of Trustees in February 1996 and approved by the
shareholders in June 1996. The Advisory Agreement will initially be effective
from August 1, 1996 through December 31, 1997. The Advisory Agreement will
remain in effect thereafter if approved at least annually by a majority of the
Trustees, including a majority of the Trustees who are not "interested persons"
of the Fund, at a meeting, called for that purpose, and held in person. The
Advisory Agreement may be terminated without penalty at any time by the Trustees
or by a majority vote of the outstanding voting securities of the Fund, or it
may be terminated on sixty days' written notice by ALIAC. The Advisory Agreement
terminates automatically in the event of assignment.
This Advisory Agreement replaces a prior agreement with ALIAC that was approved
by shareholders April 1994. The prior agreement will remain in effect until
August 1, 1996. Under both advisory agreements, and subject to the direction of
the Board of Trustees, ALIAC has responsibility for supervising all aspects of
the operations of the Fund including the selection, purchase and sale of
securities, the calculation of net asset values and the preparation of financial
and other reports as requested by the Board. Under both the old and the new
agreements, ALIAC is given the right to delegate any or all of its obligations
to a subadviser.
Both advisory agreements provide that ALIAC is responsible for payment of all
costs of its personnel, its overhead and of its employees who also serve as
officers or trustees of the Fund. The Fund is responsible for payment of all of
its other costs; however, under the Administrative Services Agreement described
below, ALIAC has agreed to pay all direct expenses for the Fund except for
broker's commissions and other costs incurred in effecting transactions on
behalf of the Fund.
For its services under the prior agreement, ALIAC received a monthly fee at an
annual rate of 0.25% of the average daily net assets of the Fund. For the years
ended December 31, 1993, 1994 and 1995, the Fund paid ALIAC investment advisory
fees of $1,476,853, $1,470,846 and $1,534,803, respectively. Under the new
Advisory Agreement, ALIAC will receive an advisory fee at an annual rate of
0.40% of the average daily net assets of the Fund, payable monthly.
SUBADVISORY AGREEMENT
The Fund and ALIAC have entered into a Subadvisory Agreement with Aeltus
Investment Management, Inc. (Aeltus) effective August 1, 1996 through December
31, 1997. The Subadvisory Agreement will remain in effect thereafter if approved
at least annually by a majority of the Trustees, including a majority of the
Trustees who are not "interested persons" of the Fund, at a meeting, called for
that purpose, and held in person. The Subadvisory Agreement may be terminated
without penalty at any time by the Trustees or
<PAGE>
by a majority of the outstanding voting securities of the Fund or terminated on
sixty days' written notice by the Adviser, the Fund, or the Subadviser. The
Subadvisory Agreement terminates automatically in the event of its assignment.
Under the Subadvisory Agreement, Aeltus is responsible for managing the assets
of the Fund in accordance with the Fund's investment objective and policies
subject to the supervision of ALIAC and the Trustees and for preparing and
providing accounting and financial information as requested by the Adviser and
the Trustees. The Subadviser pays the salaries, employment benefits and other
related costs of its personnel. For its services, ALIAC has agreed to pay the
Subadviser a fee at an annual rate of up to 0.25% of the average daily net
assets of the Fund, payable monthly. This fee is not charged to the Fund but is
paid by ALIAC out of its investment advisory fees.
ALIAC, as the Investment Adviser, retains overall responsibility for monitoring
the investment program maintained by Aeltus for compliance with applicable laws
and regulations and the Fund's investment objective and policies.
ADMINISTRATIVE SERVICES AGREEMENT
The Fund entered into an Administrative Services Agreement with ALIAC effective
May 1, 1996 under which ALIAC provides all administrative services for the Fund
and pays all ordinary recurring costs of the Fund (except brokerage costs and
other transaction costs). These are costs that the Fund would otherwise be
required to pay under the terms of the Investment Advisory Agreement. As a
result, the Fund's costs and fees are limited to the advisory fee, the
administrative services charge and brokerage and transaction costs. For its
services and as reimbursement for the costs it incurs under the Administrative
Services Agreement, ALIAC receives an annual fee, payable monthly, at a rate of
0.08% of the average daily net assets of the Fund.
The Administrative Services Agreement will remain in effect through December 31,
1996 and will continue thereafter if approved annually by a majority of the
Trustees. It may be terminated by either party on sixty days' written notice.
Prior to May 1, 1996, ALIAC provided administrative services under an agreement
that allowed for the reimbursement of a proportionate share of ALIAC's overhead
in administering the Fund and the Fund reimbursed ALIAC directly for all other
costs. The total of the direct costs and administrative costs reimbursed to
ALIAC for the years ended December 31, 1993, 1994, and 1995 were $337,313,
$446,926 and $414,281, respectively.
LICENSE AGREEMENT
The Fund uses the service mark of Aetna Income Shares and the name "Aetna" with
the permission of Aetna Life and Casualty Company granted under a License
Agreement. The continued use is subject to the right of Aetna Life and Casualty
Company to withdraw this permission in the event ALIAC or another subsidiary or
affiliated corporation of Aetna Life and Casualty Company should not be the
investment adviser of the Fund.
<PAGE>
PART C
OTHER INFORMATION
-----------------
Item 24. Financial Statements and Exhibits
- ------------------------------------------
(a) Financial Statements:
(1) Included in Part A:
Financial Highlights
(2) Included in Part B:
Portfolio of Investments
Statement of Assets and Liabilities as of December 31,
1995
Statement of Operations for the year ended December 31,
1995
Statements of Changes in Net Assets for the years ended
December 31, 1995 and 1994
Notes to Financial Statements
Independent Auditors' Report
(b) Exhibits:
(1) Charter (Declaration of Trust)1
(2) Amended Bylaws (adopted by Board of Trustees
September 14, 1994)1
(3) Not Applicable
(4) Instruments Defining Rights of Holders
(5.1) Proposed Investment Advisory Agreement2
(5.2) Proposed Subadvisory Agreement3
(6) Form of Underwriting Agreement4
(7) Not Applicable
(8) Custodian Agreements and Depository Contracts (9/1/92)1
(9) Administrative Services Agreement
(10.1) Opinion of Counsel5
(10.2) Consent of Counsel
(11) Consent of Independent Auditors
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Financial Data Schedule1
(18) Powers of Attorney6
1. Incorporated herein by reference to Post-Effective Amendment No. 44 to
Registration Statement on Form N-1A (File No. 2-47232), as filed
electronically on April 25, 1996.
2. Incorporated herein by reference to Exhibit B to the Definitive Proxy
Filing under Schedule 14A, as filed electronically on behalf of Aetna
Income Shares on May 10, 1996.
<PAGE>
3. Incorporated herein by reference to Exhibit A to the Definitive Proxy
Filing under Schedule 14A, as filed electronically on behalf of Aetna
Income Shares on May 10, 1996.
4. Incorporated herein by reference to Post-Effective Amendment No. 45
Registration Statement on Form N-1A (File No. 2-47232), as filed
electronically on April 30, 1996.
5. Incorporated herein by reference to Post-Effective Amendment No. 48 to the
Registration Statement on Form N-1A (File No. 2-51739), as filed
electronically on April 25, 1996.
6. Incorporated herein by reference to Registrant's 24f-2 Notice for the
fiscal year ended December 31, 1995, as filed electronically on February
29, 1996.
Item 25. Persons Controlled by or Under Common Control
- --------------------------------------------------------
Registrant is a Massachusetts business trust for which separate
financial statements are filed. As of April 30, 1996 ownership of the
Registrant's outstanding shares of beneficial interest was as
follows:
Aetna Insurance Company of America 0.05%
Aetna Life Insurance and Annuity Company 99.11%
Outside .84%
Aetna Insurance Company of America is a wholly-owned subsidiary of
Aetna Life Insurance and Annuity Company and Aetna Life Insurance and
Annuity Company is a wholly-owned subsidiary of Aetna Retirement
Holdings, Inc., which is in turn a wholly-owned subsidiary of Aetna
Retirement Services, Inc. and an indirect wholly-owned subsidiary of
Aetna Life and Casualty Company
A diagram of all persons directly or indirectly under common control
with the Registrant and a list indicating the principal business of
each such company referenced in the diagram are incorporated herein
by reference to Item 25 of Post-Effective Amendment No. 41 to the
Registration Statement on Form N-1A (File No.2-53038), as filed
electronically with the Securities and Exchange Commission on June 7,
1996.
Item 26. Number of Holders of Securities
- ------------------------------------------
(1) Title of Class (2) Number of Record Holders
Shares of Beneficial Interest 385 as of April 30, 1996
$1.00 par value
Item 27. Indemnification
- --------------------------
Article V of the Registrant's Declaration of Trust, incorporated
herein by reference to Exhibit 24(b)(1) to Post-Effective Amendment
No. 44 to Registrant's Registration Statement on Form N-1A (File No.
2-47232), as filed electronically on April 25, 1996, provides
indemnification for Registrant's trustees and officers.
<PAGE>
In addition, the Registrant's trustees and officers are covered under
director and officer liability policies issued by National Union Fire
Insurance Company, which generally indemnify the Registrant's
trustees and officers for judgments and expenses in proceedings
brought against them solely by reason of their positions as trustees
and officers (in the absence of gross neglect or misfeasance). The
policy expires on October 1, 1996.
Item 28. Business and Other Connections of Investment Adviser
- ---------------------------------------------------------------
The Investment Adviser, Aetna Life Insurance and Annuity Company, is
an insurance company that issues variable and fixed annuities,
variable and universal life insurance policies and acts as depositor
for separate accounts holding assets for variable contracts and
policies. 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 Oct. 31, 1993/Addresses*/**
----------------------- ---------------------------------
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Daniel P. Kearney Director, President and President (since December 1993),
Executive Officer Aetna Life Insurance and Annuity
Company; Executive Vice President
(since December 1993), and Group
Executive, Financial Division
(February 1991 - December 1993),
Aetna Life and Casualty Company.
Director: Aetna Investment Services,
Inc. (since November 1994); Aetna
Insurance Company of America (since
May 1994); MBIA, Inc. (since 1992).
Christopher J. Burns Director and Senior Vice Senior Vice President, Sales &
President Service (since February 1996), and
Senior Vice President, Life (March
1991 - February 1996), Aetna Life
Insurance and Annuity Company,
Director: Aetna Financial Services,
Inc. (since January 1996); Aetna
Investment Services, Inc. (since
July 1992).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
---- with Investment Adviser Since Oct. 31, 1993/Addresses*/**
----------------------- ---------------------------------
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Laura R. Estes Director and Senior Vice Senior Vice President, Manage/Design
President Products & Services (since February
1996), and Senior Vice President,
Pensions (March 1991 - February
1996), Aetna Life Insurance and
Annuity Company. Director: Aetna
Financial Services, Inc. (since
January 1996); Aetna Investment
Services, Inc. (since July 1993).
Timothy A. Holt Director, Senior Vice Senior Vice President, Strategy &
President and Chief Finance and Chief Financial Officer
Financial Officer (since February 1996), Aetna Life
Insurance and Annuity Company;
Vice President, Portfolio
Management/Investment Group
(August 1991 - February 1996),
Aetna Life and Casualty Company.
Gail P. Johnson Director and Vice President Vice President, Service and Retain
Customers (since February 1996);
Vice President, Defined Benefit
Services (September 1994 - February
1996); Vice President, Plan Services,
Pensions and Financial Services
(December 1992 - September 1994);
-- Aetna Life Insurance and Annuity
Company.
John Y. Kim Director and Senior Vice President (since December 1995),
President Aeltus Investment Management, Inc.;
Chief Investment Officer
(since May 1994), Aetna Life and
Casualty Company; Managing Director
(September 1993 - April 1994), Mitchell
Hutchins Institutional Investors
(New York, New York).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
---- with Investment Adviser Since Oct. 31, 1993/Addresses*/**
----------------------- ---------------------------------
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Shaun P. Mathews Director and Vice President Vice President, Products Group
(since February 1996); Senior Vice
President, Strategic Markets and
Products (February 1993 - February
1996) -- Aetna Life Insurance and
Annuity Company. Director: Aetna
Investment Services, Inc. (since
July 1993); Aetna Insurance Company
of America (since February 1993).
Glen Salow Director and Vice President Vice President, Information
Technology (since February 1996),
Vice President, Information
Technology, Investments and
Financial Services (February 1995 -
February 1996), Vice President,
Investment Systems (1992 - 1995),
AIT - Aetna Life Insurance and
Annuity Company.
Creed R. Terry Director and Vice President Vice President, Select and Manage
Markets, Market Strategist (August
1995 - February 1996); Aetna Life
Insurance and Annuity Company;
President (1991 - 1995), Chemical
Technology Corporation (a subsidiary
of Chemical Bank).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
---- with Investment Adviser Since Oct. 31, 1993/Addresses*/**
----------------------- ---------------------------------
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Zoe Baird Senior Vice President and Senior Vice President and General
General Counsel Counsel (since April 1992), Aetna
Life and Casualty Company;
Director: Zurn Industries, Inc.
(since April 1993); Southern New
England Telecommunication Corp. and
Southern New England Telephone
Company (since November 1990).
Susan E. Schechter Counsel and Corporate Counsel (since November 1993), Aetna
Secretary Life and Casualty Company; Associate
Attorney (September 1986 - October 1993),
Steptoe & Johnson.
Eugene M. Trovato Vice President and Vice President and Treasurer,
Treasurer, Corporate Corporate Controller (since February
Controller 1996), Vice President and Controller
(February 1995 - February 1996), Aetna
Life Insurance and Annuity Company; Vice
President, Financial Reporting
(December 1991 - February 1995), Aetna
Life and Casualty Company.
Diane B. Horn Vice President and Chief Vice President and Chief Compliance
Compliance Officer Officer (since February 1996), and
Senior Compliance Officer (August 1993 -
February 1996), Aetna Life Insurance and
Annuity Company.
</TABLE>
* The principal business address of each person named is 151 Farmington
Avenue, Hartford, Connecticut 06156.
** Certain officers and directors of the investment adviser currently hold
(or have held during the past two years) other positions with affiliates
of the Registrant which are not deemed to be principal positions.
Item 29. Principal Underwriters
- ---------------------------------
(a) In addition to serving as the principal underwriter and
investment adviser for the Registrant, Aetna Life Insurance and
Annuity Company (ALIAC) also acts as the principal underwriter
and investment adviser for Aetna Variable Fund, Aetna Variable
Encore Fund, Aetna Series Fund, Inc., Aetna Investment Advisers
Fund, Inc., Aetna Generation Portfolios, Inc., and Aetna GET
Fund. Additionally, ALIAC is the principal underwriter and
depositor for Variable Life Account B and Variable Annuity
Accounts B, C and G (separate accounts of ALIAC registered as
unit investment trusts). ALIAC is also the principal
underwriter for Variable Annuity Account I (a separate account
of Aetna Insurance Company of America registered as a unit
investment trust).
<PAGE>
(b) The following are the directors and principal officers of the
Underwriter:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Principal Underwriter with Registrant
- ------------------ -------------------------- ---------------------
<S> <C> <C>
Daniel P. Kearney Director, President and Trustee
Executive Officer
Timothy A. Holt Director, Senior Vice President and Trustee
Chief Financial Officer
Christopher J. Burns Director and Senior Vice President
Laura R. Estes Director and Senior Vice President
Gail P. Johnson Director and Vice President
John Y. Kim Director and Senior Vice President
Shaun P. Mathews Director and Vice President Trustee and President
Glen Salow Director and Vice President
Creed R. Terry Director and Vice President
Zoe Baird Senior Vice President and General
Counsel
Susan E. Schechter Corporate Secretary and Counsel
Eugene M. Trovato Vice President and Treasurer,
Corporate Controller
Diane B. Horn Vice President and Chief Compliance
Officer
</TABLE>
* The principal business address of all directors and officers listed is
151 Farmington Avenue, Hartford, Connecticut 06156.
(c) Not applicable.
<PAGE>
Item 30. Location of Accounts and Records
- -------------------------------------------
As required by Section 31(a) of the 1940 Act and the Rules
promulgated thereunder, the Registrant and its investment adviser,
ALIAC, maintain physical possession of each account, book or other
documents, except shareholder records, at its principal offices at
151 Farmington Avenue, Hartford, Connecticut 06156.
Shareholder records are maintained by the transfer agent, Firstar
Trust Company, 615 East Michigan Street, Milwaukee, Wisconsin 53261.
Item 31. Management Services
- ------------------------------
Not applicable.
Item 32. Undertakings
- -----------------------
The Registrant undertakes to furnish to each person to whom a
prospectus is delivered a copy of the Fund's latest annual report to
shareholders, upon request and without charge.
<PAGE>
SIGNATURES
----------
Pursuant to the Securities Act of 1933 and the Investment Company Act of 1940,
Aetna Income Shares (Registrant) has duly caused this Post-Effective Amendment
No. 46 to the Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Hartford, and State of
Connecticut, on the 7th day of June, 1996.
AETNA INCOME SHARES
-------------------
Registrant
By Shaun P. Mathews *
------------------------
Shaun P. Mathews
President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons on June 7, 1996 in the capacities indicated.
Signature Title
- --------- -----
Shaun P. Mathews* President and Trustee
- ----------------------------------- (Principal Executive Officer)
Morton Ehrlich* Trustee
- -----------------------------------
Maria T. Fighetti* Trustee
- -----------------------------------
David L. Grove* Trustee
- -----------------------------------
Timothy A. Holt* Trustee
- -----------------------------------
Daniel P. Kearney* Trustee
- -----------------------------------
Sidney Koch* Trustee
- -----------------------------------
Corine T. Norgaard* Trustee
- -----------------------------------
<PAGE>
Richard G. Scheide* Trustee
- -----------------------------------
James C. Hamilton* Vice President and Treasurer
- ----------------------------------- (Principal Financial and
Accounting Officer)
By: /s/ Susan E. Bryant
*Susan E. Bryant
Attorney-in-Fact
<PAGE>
AETNA INCOME SHARES
EXHIBIT INDEX
Exhibit No. Exhibit Page
----------- ------- ----
99-(b)(1) Declaration of Trust *
99-(b)(2) Amended Bylaws *
99-(b)(4) Instruments Defining Right of Holders
----
99-(b)(5.1) Proposed Investment Advisory Agreement *
99-(b)(5.2) Proposed Subadvisory Agreement *
99-(b)(6) Form of Underwriting Agreement *
99-(b)(8) Custodian Agreements and Depository Contracts *
99-(b)(9) Administrative Services Agreement
----
99-(b)(10.1) Opinion of Counsel *
99-(b)(10.2) Consent of Counsel
----
99-(b)(11) Consent of Independent Auditors
----
99-(b)(18) Powers of Attorney *
27 Financial Data Schedule *
* Incorporated herein by reference.
Exhibit 24(b)(4)
Instruments Defining
Rights of Holders
The Registration will cause to be maintained a shareholder open account in which
shall be maintained such shareholder's ownership shares and all charges therein.
Certificates need not be issued for shares so recorded in a shareholder open
account unless requested by such shareholder. Such shares are offered only to
Aetna Life Insurance and Annuity Company and Aetna Insurance Company of America
and their separate accounts and they will not request that certificates be
issued for shares. The Registrant's Declaration of Trust which is incorporated
by reference to Post-Effective Amendment No. 44 to Registration Statement on
Form N-1A (File No. 2-47232), as filed electronically on April 25, 1996 set
forth the rights of shareholders.
ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT is made by and between AETNA LIFE INSURANCE AND ANNUITY COMPANY,
a Connecticut corporation (the "Administrator") and AETNA INCOME SHARES., a
Massachusetts business trust (the "Fund") as of the date set forth below the
parties' signatures.
W I T N E S S E T H
WHEREAS, the Fund is registered with the Securities and Exchange Commission (the
"Commission") as an open-end, diversified, management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Administrator is registered with the Commission as an investment
adviser under the Investment Advisers Act of 1940, as amended (the "Advisers
Act") and has entered into an agreement with the Fund to serve as investment
adviser to the Fund; and
WHEREAS, the Fund desires that the Administrator provide certain administrative
services for the Fund in connection with the operation and management of the
Fund;
NOW THEREFORE, the parties agree as follows:
I. APPOINTMENT OF THE ADMINISTRATOR
Subject to the terms and conditions of this Agreement and the policies and
control of the Fund's Board of Trustees (the "Board"), the Fund hereby appoints
the Administrator to provide the administrative services and assume the
obligations described below, for the compensation set forth in Section VI. The
Administrator agrees that, except as required to carry out its duties under this
Agreement or otherwise expressly authorized, it is acting as an independent
contractor and not as an agent of the Fund and has no authority to act for or
represent the Fund in any way.
II. DUTIES OF THE ADMINISTRATOR
A. Services
The Administrator agrees to use its best judgment, efforts and
facilities in providing services to the Fund and in connection
therewith, it agrees that those administrative services will consist of:
1. providing office space, equipment and facilities (which may be
the Administrator's or its affiliates') for maintaining the
Fund's business organization and for performing administrative
services hereunder;
<PAGE>
2. supervising and managing all aspects of the Fund's operations
(other than investment advisory activities) including
administering relations with, and monitoring the performance of,
custodians, depositories, transfer and pricing agents,
accountants, attorneys, underwriters, brokers and dealers,
insurers and other persons in any capacity deemed to be necessary
and desirable by the Board;
3. calculating and arranging for the publication of the net asset
value of the Fund;
4. providing noninvestment related statistical and research data and
such other reports, evaluations and information as the Fund or
the Board may request from time to time;
5. providing internal clerical, accounting and legal services, and
stationery and office supplies;
6. preparing, to the extent requested by the Fund, the Fund's
prospectus, statement of additional information, and annual and
semi-annual reports to shareholders;
7. arranging for the printing and mailing (at the Fund's expense) of
proxy statements and other reports or other materials provided to
the Fund's shareholders;
8. preparing for execution and filing all the Fund's federal and
state tax returns and required tax filings other than those
required to be made by the Fund's custodian and transfer agent;
9. preparing periodic reports to and filings with the Securities and
Exchange Commission and state Blue Sky authorities with the
advice of the Fund's counsel;
10. maintaining the Fund's existence, and its corporate records and
during such times as the shares of the Fund are publicly offered,
maintaining the registration and qualification of the Fund's
shares under federal and state law;
11. keeping and maintaining the financial accounts and records of the
Fund;
12. developing and implementing, if appropriate, management and
shareholder services designed to enhance the value or convenience
of the Fund as an investment vehicle; and
13. providing the Board on a regular basis with reports and analyses
of the Fund's operations and the operations of comparable
investment companies.
<PAGE>
B. Expenses
During the term of this Agreement, the Administrator shall be
responsible for all of its costs and expenses incurred in carrying out
the services described in Paragraph A of this Section. In addition, it
agrees that it shall be responsible for, and pay or reimburse the Fund
for, all of the following expenses that would otherwise by payable by
the Fund:
1. fees and expenses of the Fund's independent accountants and legal
counsel;
2. fees and expenses of any transfer agent, custodian, dividend,
accounting, pricing or disbursing agent of the Fund;
3. insurance premiums on property or personnel (including officers
and trustees) of the Fund which benefit the Fund or its trustees;
4. all fees and expenses of the Fund's trustees, who are not
"interested persons" (as defined in the 1940 Act) of the Fund or
the Adviser;
5. expenses of preparing, printing and distributing prospectuses and
reports to shareholders of the Fund, except for those expenses
paid by third parties in connection with the distribution of Fund
shares;
6. all expenses incident to the payment of any dividend,
distribution, withdrawal or redemption, whether in shares of the
Fund or in cash;
7. costs and expenses of promoting the sale of shares in the Fund,
including preparing prospectuses and reports to shareholders of
the Fund, provided, nothing in this Agreement shall prevent the
charging of such costs to third parties involved in the
distribution and sale of Fund shares;
8. fees payable by the Fund to the Commission or to any state
securities regulator or other regulatory authority for the
registration of shares of the Fund in any state or territory of
the United States or in the District of Columbia;
9. all costs attributable to investor services, administering
shareholder accounts and handling shareholder relations,
(including, without limitation, telephone and personnel
expenses), which costs may also be charged to third parties by
the Adviser;
10. all dues and fees payable to the ICI or successor organization;
and
11. any other ordinary, recurring expenses incurred in the management
of the Fund's assets or administering its affairs.
<PAGE>
III. REPRESENTATIONS AND WARRANTIES
A. Representations and Warranties of the Administrator
The Administrator hereby represents and warrants to the Fund as follows:
1. Due Incorporation and Organization. The Administrator is duly
organized and is in good standing under the laws of the State of
Connecticut and is fully authorized to enter into this Agreement
and carry out its duties and obligations hereunder.
2. Best Efforts. The Administrator at all times shall provide its
best judgment and effort to the Fund in carrying out its
obligations hereunder.
B. Representations and Warranties of the Fund
The Fund hereby represents and warrants to the Administrator as follows:
1. Due Organization. The Fund has been duly formed as a business
trust under the laws of the Commonwealth of Massachusetts and it
is authorized to enter into this Agreement and carry out its
obligations hereunder.
2. Registration. The Fund is registered as an investment company
with the Commission under the 1940 Act and shares of the Fund are
registered for offer and sale to the public under the Securities
Act of 1933, as amended (the "1933 Act") and all applicable state
securities laws. Such registrations will be kept in effect during
the term of this Agreement.
IV. COMPLIANCE WITH APPLICABLE REQUIREMENTS
In carrying out its obligations under this Agreement, the Administrator shall
comply with the following:
A. all applicable provisions of the 1940 Act and any rules and
regulations adopted thereunder;
B. all terms and provisions described in the most current effective
amendment of the registration statement for the Fund, as filed
with the Commission under the 1933 Act and the 1940 Act
("Registration Statement") and all policies adopted by the Board;
C. the provisions of the Fund's Declaration of Trust, as amended;
D. the Bylaws of the Fund, as amended; and
E. any other applicable provisions of state or federal law, or any
rules or regulations issued by such regulatory authorities.
V. DELEGATION OF RESPONSIBILITIES
All services to be provided by the Administrator under this Agreement may be
furnished by any directors, officers or employees of the Administrator, by any
affiliates of the Administrator under the Administrator's supervision, or by any
party to which such services may lawfully be delegated.
VI. COMPENSATION
For the services to be rendered, the facilities furnished, and the expenses
paid, by the Administrator, the Fund shall pay to the Administrator an annual
fee, at a rate of 0.08% of the average daily net assets of the Fund payable
monthly in arrears. Except as hereinafter set forth, compensation under this
Agreement shall be calculated and accrued daily at the rate of 1/365 of 0.08% of
the daily net assets of the Fund. If this Agreement becomes effective subsequent
to the first day of a month or terminates before the last day of a month,
compensation for that part of the month this Agreement is in effect shall be
prorated in a manner consistent with the calculation of the fees as set forth
above.
VII. NONEXCLUSIVITY
The services of the Administrator to the Fund are not to be deemed to be
exclusive, and the Administrator shall be free to render administrative or other
services to others (including other investment companies) and to engage in other
activities, so long as its services under this Agreement are not impaired
thereby. It is understood and agreed that officers and directors of the
Administrator may serve as officers or trustees of the Fund, and that officers
or trustees of the Fund may serve as officers or directors of the Administrator
to the extent permitted by law; and that the officers and directors of the
Administrator are not prohibited from engaging in any other business activity or
from rendering services to any other person, or from serving as partners,
officers, directors or trustees of any other firm or corporation, including
other investment companies.
VIII. TERM
This Agreement shall become effective at the close of business on the date
hereof and shall continue through December 31, 1996. Thereafter it shall
continue for successive annual periods, provided such continuance is
specifically approved at least annually by the Fund's trustees who are not
parties to this Agreement or "interested persons" as defined in the 1940 Act
("disinterested trustees"), or by the vote of the holders of a "majority" as
defined in Section 2(a)(42) of the 1940 Act ("majority") of the outstanding
voting securities of the Fund and by a majority of the disinterested trustees.
IX. TERMINATION
This Agreement may be terminated at any time, without the payment of any
penalty, by vote of the Fund's trustees or by vote of a majority of the Fund's
outstanding voting securities or by the Administrator, on sixty (60) days'
written notice to the other party.
<PAGE>
X. LIABILITY OF ADMINISTRATOR
A. Liability of the Administrator
The Administrator shall be liable to the Fund and shall indemnify the
Fund for any losses incurred by the Fund, whether in the purchase,
holding or sale of any security or otherwise, to the extent that such
losses resulted from an act or omission on the part of the Administrator
or its officers, directors or employees, that is found to involve
willful misfeasance, bad faith or negligence, or reckless disregard by
the Administrator of its duties under this Agreement, in connection with
the services rendered by the Administrator hereunder.
B. Liability of the Fund, the Shareholders and the Trustees
A copy of the Declaration of Trust of the Fund is on file with the
Secretary of The Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the trustees of the
Fund as trustees and not individually and that the obligations of this
instrument are not binding upon any of the trustees or shareholders
individually but are binding only upon the assets and property of the
Fund. No provision of this Agreement shall be construed to protect any
trustee or officer of the Fund or director or officer of the Adviser,
from liability in violation of Section 17(h) and (i) of the 1940 Act.
XI. NOTICES
Any notices under this Agreement shall be in writing, addressed and delivered,
mailed postage paid, or sent by other delivery service, or by facsimile
transmission to the following addresses:
if to the Fund or the Administrator:
151 Farmington Avenue, RE4C
Hartford, Connecticut 06156
Fax number: 860/273-8340
Attention: Secretary
XII. QUESTIONS OF INTERPRETATION
This Agreement shall be governed by the laws of the State of Connecticut. Any
question of interpretation of any term or provision of this Agreement having a
counterpart in or otherwise derived from a term or provision of the 1940 Act
shall be resolved by reference to such term or provision of the 1940 Act and to
interpretations thereof, if any, by the United States Courts or in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the Commission issued pursuant to said Act. In addition, where the effect of
a requirement of the 1940 Act reflected in the provisions of this Agreement is
revised by rule, regulation or order of the Commission, such provisions shall be
deemed to incorporate the effect of such rule, regulation or order.
<PAGE>
XIII. SERVICE MARK
The service mark of the Fund and the name "Aetna" have been adopted by the Fund
with the permission of Aetna Life and Casualty Company and their continued use
is subject to the right of Aetna Life and Casualty Company to withdraw this
permission in the event the Administrator or another subsidiary or affiliated
corporation of Aetna Life and Casualty Company should not be the administrator
of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their respective officers on the 1st day of May, 1996.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By/s/ Susan E. Schechter
Name Susan E. Schechter
Attest: Title Corporate Secretary
/s/ Patricia Trovato
AETNA INCOME SHARES
By/s/ Shaun P. Mathews
Name Shaun P. Mathews
Attest: Title President
/s/ Katherine Cheng
151 Farmington Avenue Susan E. Bryant
Hartford, CT 06156 Counsel
Law and Regulatory Affairs,
RE4C
(860) 273-7834
Fax: (860) 273-8340
May 31, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Aetna Income Shares - File No. 2-47232
-------------------------------------------
Gentlemen:
As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I hereby
consent to the use of my opinion dated December 29, 1995 (incorporated herein by
reference to the 24f-2 Notice for the fiscal year ended December 31, 1995 filed
on behalf of Aetna Income Shares) as an exhibit to this Post-Effective Amendment
No. 46 to the Registration Statement on Form N-1A (File No. 2-47232).
Very truly yours,
/s/ Susan E. Bryant
- ------------------------
Susan E. Bryant
Counsel
Consent of Independent Auditors
The Board of Trustees
Aetna Income Shares:
We consent to the use of our report incorporated herein by reference.
Hartford, Connecticut
June 7, 1996
