As filed with the Securities and Exchange File No. 2-53038
Commission on June 7, 1996 File No. 811-2565
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
- --------------------------------------------------------------------------------
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 41
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 32
AETNA VARIABLE ENCORE FUND
--------------------------
(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 August 6, 1996 pursuant to paragraph (a)(1) of Rule 485
______
______ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
______ on _______________________ pursuant to paragraph (a)(2) of Rule 485
Aetna Variable Encore Fund 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>
AETNA VARIABLE ENCORE FUND
Supplement dated August 6, 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 Subsection entitled "Investment Adviser" on
page 5 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% 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 of 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 1990.
<PAGE>
(bullet) The following replaces the second paragraph of the Subsection entitled
"Capital Stock" on page 6 of the Prospectus:
As of May 31, 1996, there were 39,665,394 shares of the Fund outstanding, all of
which were owned by ALIAC and its affiliates and held in separate accounts to
fund obligations under VA Contracts and VLI Policies.
<PAGE>
AETNA VARIABLE ENCORE FUND
Supplement dated August 6, 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 chart on pages 5 and 6 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
Hartford, Connecticut of Fund Accounting, The Boston Company, Inc.,
Age 56 June 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.
- ---------------------------- ----------------- -------------------------------------------------
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.
- ---------------------------- ----------------- -------------------------------------------------
<PAGE>
- ---------------------------- ----------------- -------------------------------------------------
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.
(bullet) The following replaces the first sentence in the section entitled
"Control Persons and Principal Shareholders of the Fund" on page 7 of the
Statement:
As of May 31, 1996, all of the shares of the Fund were owned by ALIAC and its
affiliates and 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 8 and 9 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
<PAGE>
February 1996 and approved by the shareholders in July 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 the shareholders of the Fund in April 1994. Under the Advisory Agreement 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 the
agreement, ALIAC is given the right to delegate any or all of its obligations to
a subadviser.
The Advisory Agreement provides 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 Advisory Agreement, ALIAC receives 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 $1,026,406, $1,061,521 and $1,242,199, respectively.
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 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 0.15% 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.
<PAGE>
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
0.10% 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 $245,027,
$313,575 and $277,840, respectively.
LICENSE AGREEMENT
The Fund uses the service mark of Aetna Variable Encore Fund 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>
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. 41, respectively, by
reference to Post-Effective Amendment No. 39 to the Registration Statement on
Form N-1A (File No. 2-53038), as filed electronically on April 25, 1996.
<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 Directors
September 14, 1994)(1)
(3) Not Applicable
(4) Instruments Defining Rights of Holders
(5.1) Proposed Investment Advisory Agreement(2)
(5.2) Proposed Subadvisory Agreement(3)
(6) Form of Underwriting Agreement(4)
(7) Not Applicable
(8) Custodian Agreements and Depository Contracts (9/1/92)(1)
(9) Administrative Services Agreement (5/1/96)
(10.1) Opinion of Counsel(5)
(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 Schedule(1)
(18) Powers of Attorney(6)
1. Incorporated by reference to Post-Effective Amendment No. 39 to
Registration Statement on Form N-1A (File No. 2-53038), as filed
electronically on April 25, 1996.
<PAGE>
2. Incorporated by reference to Exhibit B of the Preliminary Proxy Filing
under Schedule 14A, as filed electronically on behalf of Aetna Variable
Encore Fund on May 24, 1996 (File No. 811-2565).
3. Incorporated by reference to Exhibit A of the Preliminary Proxy Filing
under Schedule 14A, as filed electronically on behalf of Aetna Variable
Encore Fund on May 24, 1996 (File No. 811-2565).
4. Incorporated by reference to Post-Effective Amendment No. 40 to
Registration Statement on Form N-1A (File No. 2-53038), as filed
electronically on April 30, 1996.
5. Incorporated by reference to Registrant's 24f-2 Notice for the fiscal year
ended December 31, 1995, as filed electronically with the Securities and
Exchange Commission on February 28, 1996.
6. Incorporated by reference to Post-Effective Amendment No. 48 to the
Registration Statement on Form N-1A (File No. 2-51739), as filed
electronically with the Securities and Exchange Commission on April 25,
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 0.21%
Aetna Life Insurance and Annuity Company 99.79%
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.
Attached hereto is a diagram of all persons directly or indirectly
under common control with the Registrant. The diagram indicates the
percentage of voting securities (rights) owned and, in parenthesis
after the company's name and the state or other sovereign power under
the laws of which the company is organized. Accompanying the diagram
is a list which indicates the principal business of each company.
<PAGE>
<TABLE>
<CAPTION>
As of May 29, 1996 Page 1
<S> <C> <C> <C> <C>
AETNA
LIFE AND
CASUALTY
COMPANY
(1) (Connecticut)
100% 100% 100%
AETNA AETNA AETNA
LIFE RETIREMENT CANADA
INSURANCE SERVICES, INC. HOLDINGS
COMPANY LIMITED
(1) (Connecticut) (a) (1) (Connecticut) (a) (1) (Canada) (a)
See See See
Supplement Supplement Supplement
#2 #4 #5
100% 100%
AETNA AETNA
INTERNATIONAL, INTERNATIONAL
INC. (N.Z.)
LIMITED
(1) (Connecticut) (a) (1)(New Zealand)(a)
See See
Supplement Supplement
#6 #7
SEE
PAGE
2
</TABLE>
(1) Corporation (a) Fully Consolidated
(2) Partnership (b) One Line Consolidation
(3) Joint Venture (c) Not Consolidated
(4) Lloyds Association
(5) Trust
(6) Limited Liability Company
Percentages are rounded to the nearest whole percent
and are based on ownership of voting rights.
<PAGE>
<TABLE>
<CAPTION>
As of May 29, 1996 Page 2
<S> <C> <C> <C> <C> <C>
AETNA
LIFE AND
CASUALTY
COMPANY
(1) (Connecticut)
100% 100% 100%
AETNA LUETTGENS AE
HEALTH AND LIFE LIMITED HOUSING
INSURANCE CORP.
COMPANY
(1) (Illinois) (a) (1) (Connecticut) (a) (1) (Connecticut) (a)
100% 99%* 100% 100%
AETNA GATEWAY STRUCTURED AETNA LIFE &
GATEWAY ONE BENEFITS, CASUALTY
OF L.L.C. INC. INTERNATIONAL
ILLINOIS -1%- FINANCE N.V.
INC. (1) (Netherlands
(1) (Delaware) (a) (6) (Delaware) (b) (1) (Connecticut) (a) Antilles) (a)
100% 95%** 100%
STRUCTURED AETNA AETNA
BENEFITS CAPITAL (NETHERLANDS)
OF FLORIDA, L.L.C. HOLDINGS
INC. B.V.
SEE
(1) (Florida) (b) PAGE (6) (Delaware) (a) (1)(Netherlands) (b)
3
</TABLE>
(1) Corporation (a) Fully Consolidated
(2) Partnership (b) One Line Consolidation
(3) Joint Venture (c) Not Consolidated
(4) Lloyds Association
(5) Trust
(6) Limited Liability Company
Percentages are rounded to the nearest whole percent and are based on
ownership of voting rights.
* Aetna Gateway of Illinois Inc. owns 1% of this Limited Liability Company.
** Aetna Capital Holdings, Inc. (see Supplement 6a) owns 5% of this Limited
Liability Company.
<PAGE>
<TABLE>
<CAPTION>
As of May 29, 1996 Page 3
<S> <C> <C> <C> <C> <C>
AETNA
LIFE AND
CASUALTY
COMPANY
(1) (Connecticut)
100% 100% 100% * 100% 100% 100%
SPAN DATA 5TH AETNA AE FOUR AE TEN, AE FIFTEEN,
PROCESSING GENERATION, FOUNDATION, INCORPORATED INCORPORATED INCORPORATED
CENTER, INC. INC.
INC.
(1)(Connecticut)(a) (1) (Massachusetts)(a) (1)(Connecticut)(c) (1)(Connecticut)(a) (1)(Connecticut)(a) (1)(Connecticut)(a)
99% *** 100%
ARCELIA SEE AETNA
LIMITED PAGE REALTY
4 INVESTMENTS I,
INC.
(1)(Hong Kong)(a) (1)(Connecticut)(a)
84%**
AETNA
PROPERTIES I
LIMITED
PARTNERSHIP
(2)(Connecticut)(c)
</TABLE>
<TABLE>
<S> <C> <C>
(1) Corporation (a) Fully Consolidated * Nonstock Corporation
(2) Partnership (b) One Line Consolidation ** Aetna Realty Investments I, Inc.
(3) Joint Venture (c) Not Consolidated is a 1% general partner and a
(4) Lloyds Association 83% limited partner.
(5) Trust *** Aetna International Inc. owns
(6) Limited Liability Company this company.
</TABLE>
Percentages are rounded to the nearest whole percent and
are based on ownership whole percent of voting rights.
<PAGE>
<TABLE>
<CAPTION>
As of May 29, 1996 Page 4
<S> <C> <C> <C> <C> <C> <C>
AETNA
LIFE AND
CASUALTY
COMPANY
(1) (Connecticut)
100% 20% 100%
AETNA CONSULTORES AETNA
INVESTMENT DE RE-INSURANCE
MANAGEMENT PENSIONES COMPANY
(F.E.) HOLDINGS S.R.L. (U.K.) LTD.
LIMITED
(1) (United
(1) (Hong Kong) (a) (1) (SPAIN) (b) Kingdom) (a)
100% 100% 100% 100% 14%
PLJ AETNA AETNA AETNA KWANG HUA
HOLDINGS INVESTMENT FUND INVESTMENT SECURITIES
LIMITED MANAGEMENT MANAGERS MANAGEMENT INVESTMENT
(F.E.) LIMITED (F.E.) LIMITED (F.E.) NOMINEES & TRUST Co.
LIMITED LTD.
(1) (Hong Kong) (a) (1) (Hong Kong) (a) (1) (Hong Kong) (a) (1) (Hong Kong) (a) (1) (Taiwan) (b)
</TABLE>
(1) Corporation (a) Fully Consolidated
(2) Partnership (b) One Line Consolidation
(3) Joint Venture (c) Not Consolidated
(4) Lloyds Association
(5) Trust
(6) Limited Liability Company
Percentages are rounded to the nearest whole percent and are based on
ownership of voting rights.
<PAGE>
<TABLE>
<CAPTION>
As of May 29, 1996 Supplement #2
<S> <C> <C> <C> <C>
AETNA
LIFE
INSURANCE
COMPANY
(1)(Connecticut)(a)
100% 100% 100%
AETNA ALIC AETNA
REAL ESTATE ENERGY, CASUALTY
PROPERTIES, CO. COMPANY
INC.
(1)(Connecticut)(a) (1) (Texas) (a) (1)(Connecticut)(a)
100% 100% 70% 13% ***
AETNA HUMAN BAYSHORE AETNA
LIFE AFFAIRS HEIGHTS INSTITUTIONAL
ASSIGNMENT INTERNATIONAL, ASSOCIATES INVESTORS I
COMPANY INCORPORATED LIMITED
PARTNERSHIP
(1)(Connecticut)(a) (1)(Utah)(a) (2)(Florida)(b) (2)(Connecticut)(b)
100% 100% 62% 75% *
HUMAN HUMAN AETNA F-L See
AFFAIRS AFFAIRS HAMILTON PROPERTIES Supplement
OF ALASKA, INTERNATIONAL PARTNERSHIP #2a
INC. OF CALIFORNIA ----------
(1)(Alaska)(a) (1)(California)(a) (2)(Illinois)(b) (2)(Connecticut)(b)
100% 100%
HUMAN BEHAVIORAL
AFFAIRS HEALTHCARE
INTERNATIONAL SOLUTIONS, INC.
IPA, INC.
(1)(New York)(a) (1)(Delaware)(a)
</TABLE>
100% 100%
AETNA AE
LIFE & FOURTEEN,
CASUALTY INC.
(BERMUDA)
LTD.
(1) (Bermuda) (a) (1)(Connecticut)(a)
70% 80% 50%
SHADOW SHADOW RIDGE CAPITOL DISTRICT
OAKS AT OAK PARK ENERGY CENTER
CONDOMINIUM COGENERATION
ASSOCIATES ASSOCIATES
(2)(California)(b) (2)(California)(b) (2)(Connecticut)(b)
100% 100% 90% **
AELTUS AHP 455
INVESTMENT HOLDINGS, MARKET
MANAGEMENT, INC. STREET
INC.
(1) (Connecticut)(a) (1)(Connecticut)(a) (2)(California)(b)
See See
Supplement Supplement
#2e #2f
* The Aetna Casualty and Surety Company is a 25% general partner
** 89% general partner and 1% limited partner.
*** Aetna Real Estate Properties, Inc. is a 1% general partner.
Percentages are rounded to the nearest whole percent
and are based on ownership of voting rights.
<PAGE>
<TABLE>
<CAPTION>
As of May 29, 1996 Supplement #2a
<S> <C> <C> <C> <C> <C> <C>
AETNA
LIFE
INSURANCE
COMPANY
(1)(Connecticut)(a)
50% * 50% * 49% ** 49% ** 49% ** 50% *
FRIDAY KOLL KOLL KOLL KOLL KOLL
ASSOCIATES CENTER CENTER CENTER CENTER CENTER
NEWPORT A NEWPORT NEWPORT NEWPORT NEWPORT
NUMBER 1 NUMBER 2 NUMBER 7 NUMBER 8
(2)(California)(b) (2)(California)(b) (2)(California)(b) (2)(California)(b) (2)(California)(b) (2)(California)(b)
50% * 50% * 50% * 60% 60% *** 99%****
KOLL KOLL KOLL KOLL KOLL WATERLOO
CENTER CENTER CENTER CENTER CENTER ASSOCIATES
NEWPORT NEWPORT NEWPORT NEWPORT NEWPORT LIMITED
NUMBER 9 NUMBER 10 NUMBER 11 NUMBER 14 NUMBER 15 PARTNERSHIP
(2) (North
(2)(California)(b) (2)(California)(b) (2)(California)(b) (2)(California)(b) (2)(California)(b) Carolina)(b)
99% 60% 50% 60% 68% 99%
HAYWARD GABLES GABLES COUNTRY CLUB See BIRTCHER HARBOR
INDUSTRIAL AT AT HEIGHTS AT Supplement AETNA- BUSINESS
PARK FARMINGTON BRIGHTON WOBURN #2b LAGUNA PARK
ASSOCIATES ASSOCIATES ASSOCIATES ASSOCIATES ---------- HILLS
(2)(Connecticut)(b) (2)(Connecticut)(b) (2)(New York)(b) (2)(Massachusetts)(b) (2)(California)(b) (2)(California)(b)
</TABLE>
* Aetna Life Insurance Company is a 49% general partner and a 1%
limited partner.
** Aetna Life Insurance Company is a 49% limited partner and A.E. Properties
is a 1% general partner.
*** Aetna Life Insurance Company is a 59% general partner and a 1%
limited partner.
**** Aetna Life Insurance Company is a 99% general partner and Trumbull
Three,Inc. is a 1% limited partner.
Percentages are rounded to the nearest whole percent and
are based on ownership of voting rights.
<PAGE>
<TABLE>
<CAPTION>
As of May 29, 1996 Supplement #2b
<S> <C> <C> <C> <C>
AETNA
LIFE
INSURANCE
COMPANY
(1)(Connecticut)(a)
99%* 100% 99%* 99%*
ENSENADA TREVOSE OAKS OAKS
DE LAS HOSPITALITY, AT AT
COLINAS I INC. VALLEY VALLEY
ASSOCIATES RANCH I RANCH II
(2)(Texas)(b) (1)(Connecticut)(b) (2)(Texas)(b) (2)(Texas)(b)
100% 100% 100% 100%
TRUMBULL TRUMBULL TRUMBULL TRUMBULL
ONE, TWO, THREE, FOUR,
INC. INC. INC. INC.
(1)(Connecticut)(a) (1)(Connecticut)(a) (1)(Connecticut)(a) (1)(Connecticut)(a)
See
Supplement
#2c
</TABLE>
80% 80% 75%
KBC-RED KBC- C.R.I.
HILL EASTSIDE HOTEL
LIMITED LIMITED ASSOCIATES,
PARTNERSHIP PARTNERSHIP L.P.
(2)(California)(b) (2)(Arizona)(b) (2)(Iowa)(b)
84%**** 99%*** 60%
CENTURY SOUTHFIELD LINCOLN
CITY PARTNERS RANCHO
NORTH CUCAMONGA
L.L.C. ASSOCIATES
(6)(Delaware)(b) (2)(Maryland)(b) (2)(California)(b)
99%**
VILLAGE
GREEN OF
MADISON
HEIGHTS
(2) (Michigan) (b)
* Aetna Life Insurance Company is a 99% general partner and Trumbull
One, Inc. is a 1% limited partner.
** Aetna Life Insurance Company is a 99% general partner and Trumbull
Three, Inc. is a 1% limited partner.
*** Aetna Life Insurance Company is a 99% general partner and Trumbull
Four, Inc. is a 1% limited partner.
**** Aetna Life Insurance Company of Illinois owns 16% of this limited
liability company.
Percentages are rounded to the nearest whole percent and are based on ownership
of voting rights.
<PAGE>
<TABLE>
<CAPTION>
As of May 29, 1996 Supplement #2c
<S> <C> <C> <C> <C> <C> <C>
AETNA
LIFE
INSURANCE
COMPANY
(1)(Connecticut)(a)
65% 50% 60% 75% 99%* 50%
CENTRUM TRI-CITY SOUTHWEST B&H CHAMPIONS CHRIS-TOWN
ASSOCIATES MALL FINANCIAL VENTURES IV RICHLAND VILLAGE
ASSOCIATES CENTER LIMITED NORTHCOURTE ASSOCIATES
ASSOCIATES PARTNERSHIP PARTNERSHIP
(2)(California)(b) (2)(Arizona)(b) (2)(Arizona)(b) (2)(Connecticut)(b) (2)(Texas)(a) (2)(Arizona)(b)
60% 50% 99% 50%
WOODSIDE SPECTRUM FORGE CAMBRIDGESIDE
TERRACE FASHION PARK GALLERIA
PARTNERS CENTER ASSOCIATES
(2)(California)(b) (2)(Arizona)(b) (2)(Massachusetts)(b) (2)(Massachusetts)(b)
See
Supplement
#2d
</TABLE>
*Aetna Life Insurance Company is a 99% general partner and
Trumbull One, Inc., is a 1% limited partner.
Percentages are rounded to the nearest whole percent and
are based on ownership of voting rights.
<PAGE>
<TABLE>
<CAPTION>
As of May 29, 1996 Supplement #2d
<S> <C> <C> <C> <C> <C> <C> <C>
AETNA
LIFE
INSURANCE
COMPANY
(1)(Connecticut)(a)
99%*** 30% 99% 99%*** 99%*** 85% * 25%
GOLF ADBI MARRIOTT TCR FAIRWAY 1501 THACE
COURSE PARTNERSHIP INNER VENTANJA PARTNERS FOURTH AVE. ASSOCIATES
VIEW HARBOR LIMITED LIMITED
PARTNERSHIP HOTEL PARTNERSHIP PARTNERSHIP
(2)(Maryland)(b) (2)(Florida)(b) (2)(Maryland)(a) (2)(Texas)(b) (2)(Maryland)(b) (2)(Washington)(b) (2)(Michigan)(b)
99% *** 99% ** 80% 99% ** 99%**** 100% 99%****
LINCOLN EASTMEADOW ARB-DTC EASTMEADOW AZALEA SOUTHEAST MENLO
LOS PADRES DISTRIBUTION LTD. DISTRIBUTION MALL, SECOND ONE,
CENTER PARTNERSHIP CENTER PHASE L.L.C. -1%- AVENUE, -1%- L.L.C.
LIMITED II LIMITED INC.
PARTNERSHIP PARTNERSHIP
(2)(California)(b) (2)(Georgia)(b) (2)(Colorado)(b) (2)(Georgia)(b) (6)(Delaware)(b) (1)(Delaware)(a) (6)(Delaware)(b)
</TABLE>
* Aetna Life Insurance Company is a 84% general partner and a
1% limited partner.
** Aetna Life Insurance Company is a 98% general partner and a
1% limited partner.
*** Aetna Life Insurance Company is a 99% general partner and
Trumbull Two, Inc., is a 1% limited partner.
**** Southeast Second Avenue, Inc. owns 1% of these limited liability companies.
Percentages are rounded to the nearest whole percent and are based
on ownership of voting rights.
<PAGE>
<TABLE>
<CAPTION>
As of May 29, 1996 Supplement #2e
<S> <C> <C> <C> <C> <C>
AELTUS
INVESTMENT
MANAGEMENT
INC.
(1)(Connecticut)(a)
100% 100% 35% 100%
AETNA AELTUS SMITH AETNA
INVESTMENT CAPITAL, WHILEY REALTY
MANAGEMENT INC. & INVESTORS,
(BERMUDA) COMPANY INC.
HOLDINGS LIMITED
(1) (Bermuda) (a) (1) (Connecticut) (a) (1) (Delaware) (b) (1) (Delaware) (a)
100% 100% 100% 100% 100% 35%
AETNA AETNA AELTUS AETNA AETNA CHINA
INVESTMENT INVESTMENT INVESTMENT INVESTMENT FINANCIAL DYNAMIC
MANAGEMENT MANAGEMENT MANAGEMENT MANAGEMENT SERVICES INVESTMENT
(B.V.I.) NOMINEES (HONG KONG) INTERNATIONAL (S'PORE) LIMITED MANAGEMENT
LIMITED LIMITED (FE) LIMITED PTE LTD. (HONG KONG)
LIMITED
(1) (British
Virgin Islands) (a) (1) (Bermuda) (a) (1) (Hong Kong) (a) (1) (Singapore) (a) (1) (Australia) (a) (1) (Hong Kong) (b)
100%
AETNA FUNDS
MANAGEMENT
(AUSTRALIA)
LIMITED
(1) (Australia) (a)
</TABLE>
Percentages are rounded to the nearest whole percent
and are based on ownership of voting rights.
<PAGE>
<TABLE>
<CAPTION>
As of May 29, 1996 Supplement #2f
<S> <C> <C> <C> <C> <C> <C>
AHP
HOLDINGS,
INC.
(1)(Connecticut)(a)
100% 100% 100% 100% 100% 100%
AETNA AETNA AETNA INFORMED AETNA AETNA
HEALTH DENTAL HEALTH HEALTH, HEALTH HEALTH
PLANS OF CARE OF PLANS OF INC. PLANS OF PLANS OF
OHIO, INC. CALIFORNIA, FLORIDA, TENNESSEE, INC. GEORGIA,
INC. INC. INC.
(1) (Ohio) (a) (1) (California) (a) (1) (Florida) (a) (1) (Delaware) (a) (1)(Tennessee)(a) (1) (Georgia) (a)
100% 100% 100% 100% 100%
AETNA AETNA HEALTHWAYS AETNA AETNA
HEALTH DENTAL SYSTEMS, HEALTH PLANS HEALTH PLANS
MANAGEMENT, CARE OF INC. OF THE OF THE
INC. NEW JERSEY, MID-ATLANTIC, CAROLINAS,
INC. INC. INC.
(1) (Delaware) (a) (1) (Delaware) (a) (1) (Delaware) (a) (1) (Virginia) (a) (1) (North Carolina) (a)
See
Supplement See
#2h Supplement
#2i
See
Supplement
#2g
</TABLE>
Percentages are rounded to the nearest whole percent and are based
on ownership of voting rights.
<PAGE>
<TABLE>
<CAPTION>
As of May 29, 1996 Supplement #2g
<S> <C> <C> <C> <C> <C>
AHP
HOLDINGS,
INC.
(1) (Connecticut) (a)
55% 100% 100% 100% 100%
PHPSNE AETNA AETNA AETNA AETNA
PARENT HEALTH DENTAL CARE HEALTH DENTAL CARE
CORPORATION PLANS OF OF TEXAS, PLANS OF OF
ARIZONA, INC. ILLINOIS, KENTUCKY,
INC. INC. INC.
(1) (Delaware) (a) (1) (Arizona) (a) (1) (Texas) (a) (1) (Illinois) (a) (1) (Kentucky) (a)
100%
AETNA
HEALTH PLANS
OF SOUTHERN 100% 100% 100% 100%
NEW ENGLAND,
INC. AETNA HEALTH AETNA AETNA AETNA
(1) (Connecticut) (a) PLANS OF CENTRAL HEALTH HEALTH PROFESSIONAL
AND EASTERN PLANS OF PLANS OF MANAGEMENT
PENNSYLVANIA, INC. TEXAS, INC. LOUISIANA, CORPORATION
INC.
(1) (Pennsylvania) (a) (1) (Texas) (a) (1) (Louisiana) (a) (1) (Connecticut) (a)
100% 55% 100%
FREEDOM MED WMC
CHOICE, SOUTHWEST, TRANSITION
INC. INC. CORPORATION
(1) (Pennsylvania) (a) (1) (Texas) (a) (1) (Illinois) (a)
See
Supplement
#2j
</TABLE>
Percentages are rounded to the nearest whole
percent and are based on ownership of voting rights.
<PAGE>
As of May 29, 1996 Supplement #2h
AETNA
HEALTH
MANAGEMENT,
INC.
(1) (Delaware) (a)
100% 100%
AETNA AETNA
GOVERNMENT HEALTH
HEALTH PLANS, PLANS OF
INC. CALIFORNIA, INC.
(1) (California) (a) (1) (California) (a)
Percentages are rounded to the nearest whole percent and are based on
ownership of voting rights.
<PAGE>
As of May 29, 1996 Supplement #2i
HEALTHWAYS
SYSTEMS,
INC.
(1) (Delaware) (a)
100% 100%
AETNA AETNA
HEALTH HEALTH
PLANS OF PLANS OF
NEW YORK, NEW JERSEY,
INC. INC.
(1) (New York) (a) (1) (New Jersey) (a)
Percentages are rounded to the nearest whole percent
and are based on ownership of voting rights.
<PAGE>
As of May 29, 1996 Supplement #2j
MED
SOUTHWEST,
INC.
(1) (Texas) (a)
100% 100%
SOUTHWEST AETNA
PHYSICIANS HEALTH PLANS
LIFE INSURANCE OF
COMPANY NORTH TEXAS,
INC.
(1) (Texas) (a) (1) (Texas) (a)
Percentages are rounded to the nearest whole percent
and are based on ownership of voting rights.
<PAGE>
<TABLE>
<CAPTION>
As of May 29, 1996 Supplement #4
<S> <C> <C> <C>
AETNA LIFE
INSURANCE
AND ANNUITY
COMPANY
(1) (Connecticut) (a)
100% 100% 100%
SYSTEMATIZED AETNA AETNA
BENEFITS INSURANCE PRIVATE
ADMINISTRATORS, COMPANY CAPITAL
INC. OF AMERICA INC.
(1) (Connecticut) (a) (1) (Connecticut) (a) (1) (Connecticut) (a)
100% 100% 97% * 100%
AETNA AETNA AETNA AETNA
GET FUND INVESTMENT VARIABLE GENERATION
SERIES B SERVICES, FUND PORTFOLIOS,
INC. INC.
(5) (Massachusetts) (b) (1) (Connecticut) (a) (5)(Massachusetts)(b) (1) (Maryland) (b)
</TABLE>
99% 100%
AETNA AETNA
INCOME VARIABLE
SHARES ENCORE
FUND
(5)(Massachusetts)(b) (5)(Massachusetts)(b)
100% 6%**
AETNA AETNA
INVESTMENT SERIES
ADVISERS FUND,
FUND, INC. INC.
(1) (Maryland) (b) (1) (Maryland) (b)
*Aetna Life Insurance Company owns 3% of the total outstanding
stock of Aetna Variable Fund.
**Aetna Life Insurance Company owns 1%.
Percentages are rounded to the nearest whole percent
and are based on ownership of voting rights.
<PAGE>
<TABLE>
<CAPTION>
As of May 29, 1996 Supplement #4a
<S> <C> <C> <C> <C>
AETNA
RETIREMENT
SERVICES, INC.
(1) (Connecticut) (a)
AETNA
RETIREMENT
HOLDINGS, INC.
(1) (Connecticut) (a)
100% 100% 100% 100%
SYSTEMATIZED AETNA AETNA AETNA
BENEFITS LIFE INSURANCE INVESTMENT INVESTMENT
ADMINISTRATORS, AND ANNUITY ADVISERS SERVICES, INC.
INC. COMPANY FUND, INC.
(1) (Connecticut) (a) (1) (Connecticut) (a) (1) (Maryland) (b) (1)(Connecticut)(a)
</TABLE>
*Aetna Life Insurance Company owns 3% of the total outstanding
stock of Aetna Variable Fund.
**Aetna Life Insurance Company owns 1%.
Percentages are rounded to the nearest whole percent
and are based on ownership of voting rights.
<PAGE>
<TABLE>
<CAPTION>
As of May 29, 1996 Supplement #4b
<S> <C> <C> <C> <C>
AETNA LIFE
INSURANCE
AND ANNUITY
COMPANY
(1) (Connecticut) (a)
100% 100% 99% 100%
AETNA AETNA AETNA AETNA
INSURANCE PRIVATE INCOME VARIABLE
COMPANY CAPITAL SHARES ENCORE
OF AMERICA INC. FUND
(1) (Connecticut) (a) (1) (Connecticut) (a) (5)(Massachusetts)(b) (5)(Massachusetts)(b)
100% 97% * 100% 100% 6%**
AETNA AETNA AETNA AETNA AETNA
GET FUND VARIABLE GENERATION INVESTMENT SERIES
SERIES B FUND PORTFOLIOS, ADVISERS FUND,
INC. FUND, INC. INC.
(5) (Massachusetts) (b) (5)(Massachusetts)(b) (1) (Maryland) (b) (1) (Maryland) (b) (1) (Maryland) (b)
</TABLE>
*Aetna Life Insurance Company owns 3% of the total outstanding
stock of Aetna Variable Fund.
**Aetna Life Insurance Company owns 1%.
Percentages are rounded to the nearest whole percent
and are based on ownership of voting rights.
<PAGE>
<TABLE>
<CAPTION>
As of May 29, 1996 Supplement #5
<S> <C> <C> <C> <C> <C>
AETNA
CANADA
HOLDINGS
LIMITED
(1) (Canada) (a)
100% 100% 92%* 70%** 100% 100%
AETNA AETNA LIFE EQUINOX 2733854 AETNA AETNA
TRUST INSURANCE FINANCIAL CANADA CAPITAL ACCEPTANCE
COMPANY COMPANY 8% GROUP 30% LTD. MANAGEMENT CORPORATION
OF CANADA INC. LIMITED LIMITED
(1) (B.C.) (a) (1) (Canada) (a) (1) (Canada) (a) (1) (Canada) (a) (1) (Ontario) (a) (1) (Ontario) (a)
25% 100% 100% 100%
ECLIPSE AETNA LANDEX MOUNT-BATTEN
CLAIMS BENEFITS PROPERTIES PROPERTIES
SERVICES, MANAGEMENT LTD. LIMITED
INC. INC.
(1) (Ontario) (b) (1) (Canada(a) (1) (B.C.) (a) (1) (Ontario) (a)
20% 45%
PVS CHURCHILL
PREFERRED OFFICE
VISION PARK
SERVICES LIMITED
INC.
(1) (Canada) (b) (1) (Canada) (b)
</TABLE>
* Aetna Life Insurance Company of Canada owns 8% of this corporation.
** Equinox Financial Group, Inc. owns 30% of this corporation.
Percentages are rounded to the nearest whole percentand are based
on ownership of voting rights.
<PAGE>
<TABLE>
<CAPTION>
As of May 29, 1996 Supplement #6
<S> <C> <C> <C> <C> <C> <C> <C>
AETNA
INTERNATIONAL,
INC.
(1)(Connecticut)(a)
100% 100% 50% 100% 80% 100% 100%
AETNA AETNA EAST ASIA AE ALIAC AETNA AETNA
INTERNATIONAL INTERNATIONAL AETNA INSURANCE HOLDINGS, LIFE INTERNATIONAL
HOLDINGS FUND INSURANCE (CAYMAN) INC. INSURANCE HOLDINGS
(HONG KONG) I MANAGEMENT COMPANY LTD. COMPANY OF (HONG KONG) II
LIMITED INC. (BERMUDA) LTD. AMERICA LIMITED
(1)(Hong Kong)(a) (1)(Connecticut)(a) (1)(Bermuda)(b) (1)(Cayman)(b) (1)(Connecticut)(a) (1)(Connecticut)(a) (1)(Hong Kong)(a)
35% ** 100% 100% 75% * 50% 82%
BLUE CROSS EAST ASIA AETNA See AETNA PT DANAMON- DAYA
(ASIA PACIFIC) AETNA INTERNACIONAL Supplement S.A. AETNA LIFE AETNA
INSURANCE SERVICES DE MEXICO #6a INSURANCE (MALAYSIA)
LTD. COMPANY S.A. DE C.V. COMPANY SDN. BHD.
LIMITED
(1)(Hong Kong)(b) (1)(Hong Kong)(a) (1)(Mexico)(a) (1)(Chile)(a) (6)(Indonesia)(a) (1)(Malaysia)(a)
See See See 100%
Supplement Supplement Supplement
#6b #6c #6d AETNA
UNIVERSAL
INSURANCE
SDN. BHD.
(1)(Malaysia)(a)
</TABLE>
* Aetna Life and Casualty Company owns 25% of this corporation.
** East Asia Aetna Insurance Company (Bermuda) Ltd. owns 30% of Blue Cross
(Asis Pacific) Insurance Ltd.
Percentages are rounded to the nearest whole percent and are
based on ownership of voting rights.
<PAGE>
<TABLE>
<CAPTION>
As of May 29, 1996 Supplement #6a
<S> <C> <C> <C> <C> <C>
AETNA
INTERNATIONAL,
INC.
(1)(Connecticut)(a)
100% 100% 100% 100% 97%* 100%
AETNA AETNA AETNA AE FIVE AETNA AETNA
INVESTMENT INVESTMENT CAPITAL INCORPORATED SECURITIES CAPITAL
MANAGEMENT MANAGEMENT HOLDINGS, INVESTMENT MANAGEMENT
(TAIWAN) (AUSTRALIA) INC. MANAGEMENT INTERNATIONAL
LIMITED LIMITED (TAIWAN) LTD. LTD.
(1) (Taiwan) (a) (1) (Australia) (a)(1) (Connecticut) (a)(1) (Connecticut) (b) (1) (Taiwan) (a) (1) (United Kingdom (a)
</TABLE>
* 3% owned by various wholly-owned Aetna subsidiaries as nominee for
Aetna International, Inc.
Percentages are rounded to the nearest whole percent
and are based on ownership of voting rights.
<PAGE>
As of May 29, 1996 Supplement #6b
BLUE CROSS
(ASIA PACIFIC)
INSURANCE
LTD.
(1) (Hong Kong) (b)
100% 100% 100%
TRAVELGUARD TOURSAFE TRAVELSAFE
LIMITED LIMITED LIMITED
(1) (Hong Kong) (b) (1) (Hong Kong) (b) (1) (Hong Kong) (b)
Percentages are rounded to the nearest whole percent and are based on
ownership of voting rights.
<PAGE>
<TABLE>
<CAPTION>
As of May 29, 1996 Supplement #6c
<S> <C> <C> <C> <C>
AETNA
INTERNACIONAL
DE MEXICO
S.A. DE C.V.
(1) (Mexico) (a)
15%*
VALORES
MONTERREY
AETNA,
S.A.
DE C.V.
(1) (Mexico) (b)
100% 100% 100% 100% 95%
MEXIMED, FIANZAS SEGUROS GRUPO VAMSA, ASESORES EN
S.A. DE C.V. MONTERREY MONTERREY S.A. DE C.V. PROMOCION
AETNA, AETNA, SEGUNOMINA
S.A. S.A. S.A. DE C.V.
(1) (Mexico) (a) (1) (Mexico) (a) (1) (Mexico) (a) (1) (Mexico) (a) (1) (Mexico) (a)
</TABLE>
*Aetna International, Inc. and AE Five, Inc. each own 15% of this corporation.
Percentages are rounded to the nearest whole
percent and are based on ownership of voting rights.
<PAGE>
<TABLE>
<CAPTION>
As of May 29, 1996 Supplement #6d
<S> <C> <C> <C> <C> <C>
AETNA
S.A.
(1) (Chile (a)
73%**** 75%** 75%** 75%** 50%* 75%**
AETNA AETNA AETNA AETNA AETNA AETNA
CHILE ADMINISTRADORA CREDITO PENSIONES PENSIONES CHILE
SEGUROS DE FONDOS DE HIPOTECARIO S.A. PERU SEGUROS
GENERALES INVERSION S.A. S.A. DE VIDA
S.A. S.A. S.A.
(1) (Chile) (a) (1) (Chile) (a) (1) (Chile) (a) (1) (Chile) (a) (1) (Peru) (a) (1) (Chile) (a)
60% 85%***** 68%*** 52% 30% 100%
AETNA AETNA AETNA ADMINISTRADORA ADMINISTRADORA AETNA
VIDA INTERNATIONAL SALUD DE FONDOS DE FONDOS INVERSIONES
S.A. PERU S.A. DE PENSIONES DE PENSIONES LIMITADA
S.A. SANTA MARIA INTEGRA
S.A. S.A.
(1) (Argentina) (a) (1) (Peru) (a) (1) (Chile) (a) (1) (Chile) (a) (1) (Peru) (a) (1) (Chile) (a)
34% 100%
COMPANIA SANTA MARIA
DE SEGUROS INTERNACIONAL
CONDOR S.A.
S.A.
(1) (Peru) (a) (1) (Chile) (a)
</TABLE>
* Santa Maria Internacional S.A owns 50% of this company.
** Aetna Inversions Limitada owns 25% of these companies.
*** Aetna Inversions Limitada owns 23% of this company.
**** Aetna Inversions Limitada owns 24% of this company.
***** Aetna Chile Seguros DeVida S.A. and Aetna Chile Seguros Genenerales S.A.
have combined ownership of 15%.
Percentages are rounded to the nearest whole percent and are based on
ownership of voting rights.
<PAGE>
As of May 29, 1996 Supplement #7
AETNA
INTERNATIONAL
(N.Z.)
LIMITED
(1) (New Zealand) (a)
50%
AETNA
HEALTH
(N.Z.)
LIMITED
(1) (New Zealand) (a)
100% 100% 100%
AETNA LIFE FIRST MANAGED
INSURANCE MEDICAL CARE NEW
(N.Z.) CORPORATION ZEALAND
LIMITED LIMITED LIMITED
(1) (New Zealand) (a) (1) (New Zealand) (a) (1) (New Zealand) (a)
Percentages are rounded to the nearest whole percent
and are based on ownership of voting rights.
<PAGE>
Form B Sheet 1
Response to Item 2 Exhibit 1
As of December 31, 1994
99%* 100% 99%* 99%*
ENSENADA TREVOSE OAKS OAKS
DE LAS HOSPITALITY, AT AT
COLINAS I INC. VALLEY VALLEY
ASSOCIATES RANCH I RANCH II
(2) (Texas)(b) (1) (Connecticut)(b) (2) (Texas)(b) (2) (Texas)(b)
100% 100% 100% 100%
TRUMBULL TRUMBULL TRUMBULL TRUMBULL
ONE, TWO, THREE, FOUR,
INC. INC. INC. INC.
(1)(Connecticut)(a) (1)(Connecticut)(a) (1)(Connecticut)(a) (1)(Connecticut)(a)
* Aetna Life Insurance Company is a 99% general partner and Trumbull One,
Inc. is a 1% limited partner.
** Aetna Life Insurance Company is a 99% general partner and Trumbull
Three, Inc. is a 1% limited partner.
*** Aetna Life Insurance Company is a 99% general partner and Trumbull
Four, Inc. is a 1% limited partner.
<PAGE>
Supplement #2b
AETNA
LIFE
INSURANCE
COMPANY
(1)(Connecticut)(a)
80% 80% 75%
KBC-RED KBC- C.R.I.
HILL EASTSIDE HOTEL
LIMITED LIMITED ASSOCIATES,
PARTNERSHIP PARTNERSHIP L.P.
(2) (California)(b) (2) (Arizona)(b) (2) (Iowa)(b)
100% 99%*** 60%
SOUTHEAST SOUTHFIELD LINCOLN
SECOND PARTNERS RANCHO
AVENUE CUCAMONGA
INC. ASSOCIATES
(1) (Delaware)(a) (2) (Maryland)(b) (2) (California) (b)
99%**
See VILLAGE
Supplement GREEN OF
#2c MADISON
HEIGHTS
(2) (Michigan)(b)
Percentages are rounded to the nearest whole percent
and are based on ownership of voting rights.
<PAGE>
The following is a list of the principal businesses of each of the companies
listed in the previous table:
<TABLE>
<CAPTION>
Company Name Principal Business
------------ ------------------
<S> <C>
Aetna Life Insurance Company Life and Health Insurance and related services
Aetna Life and Casualty Company Holding Company
Aetna Retirement Services, Inc. Holding Company
Aetna Canada Holdings Limited Investment Holding Company
Aetna International, Inc. Holding Company for International Subsidiaries
Aetna International (N.Z.) Limited Holding Company
Aetna Health and Life Insurance Life and Health Insurance
Company
Luettgens Limited Retail Specialty Store
AE Housing Corp. Real Estate
Aetna Gateway of Illinois Inc. Real Estate Investments
Gateway One L.L.C. Real Estate
Structured Benefits, Inc. Brokering of Life and Annuity products and
Administrative Services.
Structured Benefits of Florida, Inc. Brokering of Life and Annuity products and
Administrative Services
Aetna Capital L.L.C. Finance - limited liability company
Aetna (Netherlands) Holdings B.V. Finance Company
Span Data Processing Center, Inc. Data Processing
5th Generation, Inc. Dissolved
Aetna Foundation, Inc. Supports charitable scientific, literary and
educational activities
AE Four Incorporated General partner of Camballin of W. Australia
AE Ten Incorporated Shell
AE Fifteen Incorporated Shell Corp. for interest in cogeneration
Arcelia Limited Investment & holding Co. for Aetnas Asia
Pacific operations
Aetna Realty Investments I, Inc. Real Estate Investment
Aetna Properties I Limited Real Estate Investment
Partnership
Aetna Investment Management (F.E.) Investment Holding Company
Holdings Limited
Consultores De Pensiones S.R.L. Financial advice/performance of reports
Aetna Re-Insurance Company (U.K.) Reinsurance
Ltd
PLJ Holdings Limited Investment Mgmt & Securities Trading
Aetna Investment Management (F.E.) Investment Mgmt. & Advisory Services. for
Limited Individual Clients and Investment Funds
Aetna Intl Fund Managers Limited Investment & Unit Trust Management
Aetna Investment Management (F.E.) Nominee Services Holding Assets of AIM
Nominees Limited F.E.s Customers in street name
Kwang Hua Securities Investment & Securities Investment & Trust
Trust
Co. LTD
Aetna Real Estate Properties Inc. Acquire, develop and lease real estate
<PAGE>
ALIC Energy, Co. Acquisition & Management of non-traditional
investments
Aetna Life Assignment Company Assignment Company for structured settlement
Human Affairs International Provide employee assistance services and
Incorporated managed mental health programs
Bayshore Heights Associates Real Estate
Aetna Institutional Investors I Real Estate Investment
Limited Partnership
Human Affairs of Alaska, Inc. Provides mental health services/managed mental
health services
Human Affairs International of Provides mental health services/managed mental
California health services
Human Affairs International IPA, Independent practice association
Inc.
Behavioral Healthcare Solutions, Mental health services
Inc.
Aetna Hamilton Partnership Real Estate
F.L. Properties Real Estate
Aetna Life & Casualty (Bermuda) Insurance Guarantee & Indemnity Business
AE Fourteen, Inc. Cogeneration
Shadow Oaks Real Estate
Shadow Ridge at Oak Park Condominium Real Estate
Associates
Capitol District Energy Center Cogeneration of electrical power
Cogeneration Associates
455 Market Street Real Estate
Friday Associates Real Estate Investment
Koll Center Newport A Real Estate Investment
Koll Center Newport Number 1 Real Estate Investment
Koll Center Newport Number 2 Real Estate Investment
Koll Center Newport Number 7 Real Estate Investment
Koll Center Newport Number 8 Real Estate Investment
Koll Center Newport Number 9 Real Estate Investment
Koll Center Newport Number 10 Real Estate Investment
Koll Center Newport Number 11 Real Estate Investment
Koll Center Newport Number 14 Real Estate Investment
Koll Center Newport Number 15 Real Estate Investment
Waterloo Associates Limited Real Estate Investment
Partnership
Hayward Industrial Park Associates Real Estate Investment
Gables at Farmington Associates Real Estate Investment
Gables at Brighton Associates Real Estate Investment
Country Club Heights at Woburn Real Estate Investment
Associates
Birtcher Aetna-Laguna Hills Real Estate Investment
Harbor Business Park Real Estate Investment
Ensenada De Las Colinas I Associates Real Estate Investment
Trevose Hospitality, Inc. Real Estate Investment
Oaks at Valley Ranch I Real Estate Investment
Oaks at Valley Ranch II Real Estate Investment
<PAGE>
KBC-Reid Hill Limited Partnership Real Estate Investment
KBC - Eastside Limited Partnership Real Estate Investment
C.R.I. Hotel Associates, L.P. Real Estate Investment
Trumbull One, Inc. Real Estate Investment
Trumbull Two, Inc. Real Estate Investment
Trumbull Three, Inc. Real Estate Investment
Trumbull Four, Inc. Real Estate Investment
Century City North L.L.C. Real Estate Investment
Southfield Partners Real Estate Investment
Lincoln Rancho Cucamonga Associates Real Estate Investment
Village Green of Madison Heights Real Estate Investment
Centrum Associates Real Estate Investment
Tri-City Mall Associates Real Estate Investment
B&H Ventures IV Limited Partnership Real Estate Investment
Champions Richland NorthCourte Real Estate Investment
Partnership
Chris-Town Village Associates Real Estate Investment
Woodside Terrace Partners Real Estate Investment
Spectrum Fashion Center Real Estate Investment
Forge Park Associates Real Estate Investment
Cambridgeside Galleria Real Estate Investment
Golf Course View Partnership Real Estate Investment
ADBI Partnership Real Estate Investment
Marriott Inner Harbor Hotel Real Estate Investment
TCR Ventanja Limited Partnership Real Estate Investment
Fairway Partners Real Estate Investment
1501 Fourth Ave. Limited Partnership Real Estate Investment
Thace Associates Real Estate Investment
Lincoln Los Padres Real Estate Investment
EastMeadow Distribution Center Real Estate Investment
Limited
Partnership
ARB-DTC LTD. Partnership Real Estate Investment
Eastmeadow Distribution Center Real Estate Investment
Phase II
Limited Partnership
Azalea Mall. L.L.C. Real Estate Holding Company
Southeast Second Avenue, Inc. Real Estate Investment
Menlo One, L.L.C. Real Estate Holding Company
Aeltus Investment Management Inc. Investment Advisor
Aetna Investment Management Holding Company
(Bermuda)
Holdings Limited
Aeltus Capital, Inc. Broker-dealer related functions
Smith Whiley & Company Alliance with Aeltus
Aetna Realty Investors, Inc. Separate Entity for Aeltus R.E. personnel
and activities
Aetna Investment Management (B.V.I.) Provide nominee and custodian services
Nominees Limited
Aetna Investment Management Investment Management
(Hong Kong) Limited
<PAGE>
Aeltus Investment Management Fund Assets Pension Management
International Limited
Aetna Investment Management (SPore) Limited private investment management
PTE LTD.
Aetna Financial Services Limited Investment Management Company
China Dynamic Investment Management Establish and manage collective investment
(Hong Kong) Limited scheme
Aetna Funds Management (Australia) Funds Management Company
Limited
AHP Holdings, Inc. Holding company
Aetna Health Plans of Ohio, Inc. HMO
Aetna Dental Care of California, Provide pre-paid dental services
Inc.
Aetna Health Plans of Florida, Inc. HMO
Informed Health Inc. Sponsors health Information service
Aetna Health Plans of Tennessee, HMO
Inc.
Aetna Health Plans of Georgia, Inc. HMO
Aetna Dental Care of New Jersey Inc. Dental Care
Healthways Systems, Inc. Holding company
Aetna Health Plans of the HMO
Mid-Atlantic, Inc.
Aetna Health Plans of the Carolinas HMO
Inc.
PHPSNE Parent Corporation Holding company
Aetna Health Plans of Arizona, Inc. HMO
Aetna Health Plans of Illinois, Inc. HMO
Aetna Dental Care of Kentucky, Inc. Dental Plan Organization
Aetna Health Plans of Southern New HMO
England, Inc.
Aetna Health Plans of Central and HMO
Eastern
PA, Inc.
Aetna Health Plans of Texas, Inc. HMO
Aetna Health Plans of Louisiana, HMO
Inc.
Aetna Professional Management Physician Practice Mgmt. Co.
Corporation
Freedom Choice, Inc. Third party administrator
Med Southwest, Inc. Holding Company
WMC Transition Corporation General business corporation
Aetna Health Management Inc. HMO management company
Aetna Government Health Plans, Inc. Sponsors CHAMPUS business
Aetna Health Plans of California, HMO
Inc.
Aetna Health Plans of New York Inc. HMO
Aetna Health Plans of New Jersey, HMO
Inc.
MED Southwest, Inc. Holding Company
Southwest Physicians Life Insurance Life and Health Insurer
Company
Aetna Health Plans of North Texas, HMO
Inc.
Aetna Asia Trust Unit trust for long term capital application
Aetna Retirement Services, Inc. Holding Company
Aetna Retirement Holdings, Inc. Holding Company
Systematized Benefits Third Party Administrator
Administrators, Inc.
<PAGE>
Aetna Life Insurance and Annuity Life insurance, pensions and annuities
Company
Aetna Investment Services, Inc. Distribute securities products - ALIAC
and outside funds
Aetna Financial Services, Inc. Broker-Dealer and investment advisor
Aetna Insurance Company of America Write/reinsure life and annuity business
Aetna Variable Fund Regulated investment Co. (Mutual Fund)
Aetna Generation Portfolios, Inc. Regulated Investment Co. (Mutual Fund)
Aetna Investment Advisers Fund, Inc. Regulated Investment Co. (Mutual Fund)
Aetna Series Fund, Inc. Regulated Investment Co. (Mutual Fund)
Aetna Trust Company Recently sold
Aetna Life Insurance Company of Life, accident and sickness insurance
Canada
Equinox Financial Group Inc. Distributor. of life insurance, financial &
related products
2733854 Canada Ltd. Marketing of life ins. and related products
Aetna Capital Management Limited Investment Counselor Portfolio Manager
Aetna Acceptance Corporation Limited Provision of Financial Assistance to
Agents to Assist in growth of business
Eclipse Claims Services, Inc. Electronic Claims adjustment services
Aetna Benefits Management Inc. Claims Administration and Actuarial Services
Landex Properties Ltd. Real Estate acquisitions
Mount-Batten Properties LTD Acquisition, development and management
of Real Estate
PVS Preferred Vision Services, Inc. Provider of Ophthalmic, Service for Four
major shareholders
Churchill Office Park Limited Real Estate Development of Ottawa site
Aetna International Holdings (Hong Holding Company for insurance and financial
Kong) services
Aetna International Fund Management Investment Management. Services
Inc.
East Asia Aetna Insurance Company Life Disability and Employee Benefits Ins.
(Bermuda) Ltd. in H.K.
AE Insurance (Cayman) LTD. Insurance Company
Blue Cross (Asia Pacific) Insurance Underwriter Casualty and general ins in HK
Ltd. and Macau
East Asia Aetna Services Company Mgmt. Services to Associates CO.
Limited
Aetna International De Mexico S.A.
DE C.V.
ALIAC Holdings Inc. Dedicated holding company
Aetna Life Insurance Company of Life Insurance
America
Aetna International Holdings (Hong Holding Company
Kong)
II Limited
PT Danamon-Aetna Life Insurance Limited liability life insurance company
Company
DAYA Aetna (Malaysia) Sdn. Bhd.. Holding Company
Aetna Universal Insurance Sdn. Bhd. Individual Life, Home service, group
and general insurance
Aetna Investment Management (Taiwan) Provide non-security business and in
Limited investment advice
Aetna Investment Management Stockbroking
(Australia)
Limited
Aetna Capital Holdings, Inc. Holding Company
<PAGE>
AE Five Incorporated Holding Company
Aetna Securities Investment Securities Investment Advisor
Management
(Taiwan)
Aetna Securities Investment Securities investment advisor
Management
(Taiwan) LTD.
Aetna Capital Management Promoter of offshore mutual funds or
International other open-ended investment vehicles.
Ltd.
TravelGuard Limited Insurance agent
Toursafe Limited Insurance Agent
TravelSage Limited Insurance Agent for its ultimate Holding
Co.
Aetna Internacional De Mexico S.A. Mexican Holding co.
De C.V.
Valores Monterrey Aetna, S.A. De Holding Co.
C.V.
Meximed S.A. De C.V. Services for insureds for hospitals
admissions and claims processing
Fianzas Monterrey Aetna, S.A. Issuance of Bonds
Seguros Monterrey Aetna, S.A. Insurance and Reinsurance
Grupo Vamsa S.A. De C.V. Legal Administration and Financial Services
Asesores En Promocion Segunomina Marketing of Segunos products/payroll
S.A. discounts
De C.V.
Aetna S.A. Holding Co.
Aetna Chile Seguros Generales S.A. Casualty Ins. Co.
Aetna Administradora De Fondos De Real Estate Investment Trust Mgmt. Co.
Inversion S.A.
Aetna Credito Hipotecario S.A. Mtg. Company
Aetna Pensiones S.A. Holding Co. for Santa Maria
Aetna Pensiones Peru S.A. Investment
Aetna Chile Seguros De Vide S.A. Life Insurance CO.
Aetna Vida S.A. Health and Life Insurance
Aetna International Peru S.A. Holding Co. for Condor Shares
Aetna Salud S.A. Health Indemnity Provide in Chile
Administradora De Fondos De Pension Funds Mgmt. Co.
Pensiones Santa Maria S.A.
Administradora De Fondos De Mgmt. of Pension Funds
Pensiones
Integra S.A.
Aetna Inversiones Limitada Limited investment company
Compania De Seguros Condor S.A. Insurance and Reinsurance
Santa Maria Internacional S.A. Pension Administration
Aetna International (N.A.) Limited Holding Co.
Aetna Health (N.Z.) Limited Health Insurance Underwriting
Aetna Life Insurance (N.Z.) Limited Group benefits/pension management
First Medical Corporation Limited Indemnity Health Insurance
Managed Care New Zealand Limited Superannuitization/long term care
</TABLE>
<PAGE>
Item 26. Number of Holders of Securities
(1) Title of Class (2) Number of Record Holders
-------------- ------------------------
Shares of Beneficial Interest 2 as of April 30, 1996
$1.00 par value
Item 27. Indemnification
- --------------------------
Article V of the Registrant's Declaration of Trust, which is
incorporated by reference to Exhibit 24(b)(1) to Post-Effective
Amendment No. 39 to Registration Statement on Form N-1A (File No.
2-53038), as filed electronically on April 25, 1996, provides
indemnification for Registrant's trustees and officers.
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).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
with Investment Adviser Since Oct. 31, 1993/Addresses*/**
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
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).
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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
with Investment Adviser Since Oct. 31, 1993/Addresses*/**
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
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).
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
<PAGE>
principal underwriter and investment adviser for Aetna Variable
Fund, Aetna Series Fund, Inc., Aetna Income Shares, 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).
(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>
<PAGE>
*The principal business address of all directors and officers listed is 151
Farmington Avenue, Hartford, Connecticut 06156.
(c) Not applicable.
Item 30. Location of Accounts and Records
- -------------------------------------------
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 at its principal offices at 151 Farmington Avenue,
Hartford, Connecticut 06156.
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 Variable Encore Fund (Registrant) has duly caused this Post-Effective
Amendment No. 41 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 VARIABLE ENCORE FUND
--------------------------
(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 Variable Encore Fund
EXHIBIT INDEX
Exhibit No. Exhibit Page
- ----------- ------- ----
99-(b)(1) Charter (Declaration of Trust) *
99-(b)(2) Amended Bylaws *
99-(b)(4) Instruments Defining Rights of Holders
----
99-(b)(5.1) Proposed Investment Advisory Agreement *
99-(b)(5.2) Proposed Subadvisory Agreement *
99-(b)(8) Custodian Agreements and Depository Contracts (9/1/92) *
99-(b)(9) Administrative Services Agreement (5/1/96)
----
99-(b)(10.1) Opinion of Counsel *
99-(b)(10.2) Consent of Counsel
----
99-(b)(11) Consent of Independent Auditors
----
99-(b)(17) Financial Data Schedule *
99-(b)(18) Powers of Attorney *
* 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 Articles of Incorporation which are
incorporated by reference to Post-Effective Amendment No. 39 to Registration
Statement on Form N-1A (File No. 2-53038), as filed electronically on April 25,
1996, set forth Rights of Holders.
ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT is made by and between AETNA LIFE INSURANCE AND ANNUITY COMPANY,
a Connecticut corporation (the "Administrator") and AETNA VARIABLE ENCORE FUND,
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.
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:
2
<PAGE>
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.
III. REPRESENTATIONS AND WARRANTIES
A. Representations and Warranties of the Administrator
The Administrator hereby represents and warrants to the Fund as follows:
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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
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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 0.10% 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 0.10% 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.
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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.
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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 VARIABLE ENCORE FUND
By /s/ Shaun P. Mathews
Name Shaun P. Mathews
Attest: Title President
/s/ Katherine Cheng
7
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 Variable Encore Fund - File No. 2-53038
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 Variable Encore Fund) as an exhibit to this Post-Effective
Amendment No. 41 to the Registration Statement on Form N-1A (File No. 2-53038).
Very truly yours,
/s/ Susan E. Bryant
Susan E. Bryant
Counsel
Consent of Independent Auditors
The Board of Trustees
Aetna Variable Encore Fund:
We consent to the use of our report incorporated herein by reference.
Hartford, Connecticut
June 7, 1996
