As filed with the Securities and Exchange File No. 2-53038
Commission on April 27, 1999 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. 44
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 35
Aetna Variable Encore Fund
--------------------------
d/b/a Aetna Money Market VP
---------------------------
151 Farmington Avenue, Hartford, Connecticut 06156
-------------------------------------------------
(860) 275-2032
Amy R. Doberman, Counsel
10 State House Square SH11, Hartford, Connecticut 06103-3602
------------------------------------------------------------
(Name and Address of Agent for Service)
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:
X on May 3, 1999, pursuant to paragraph (b) of Rule 485
------
<PAGE>
Aetna Variable Encore Fund d/b/a
AETNA MONEY MARKET VP
Prospectus
May 3, 1999
The Securities and Exchange Commission has not approved or disapproved these
securities or determined whether this prospectus is truthful or complete.
Anyone who represents to the contrary has committed a criminal offense.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
THE FUND'S INVESTMENTS ..................................................... 3
Investment Objective, Principal Investment Strategies and Risks, Investment
Performance ............................................................... 3
FUND EXPENSES .............................................................. 5
YEAR 2000 .................................................................. 5
MANAGEMENT OF THE FUND ..................................................... 6
INVESTMENTS IN AND REDEMPTIONS FROM THE FUND ............................... 6
TAX INFORMATION ............................................................ 7
FINANCIAL HIGHLIGHTS ....................................................... 8
ADDITIONAL INFORMATION ..................................................... 9
</TABLE>
2 Aetna Money Market VP
<PAGE>
THE FUND'S INVESTMENTS
Investment Objective, Principal Investment Strategies and Risks, Investment
Performance
Investment Objective. Aetna Money Market VP (Fund) seeks to provide high
current return, consistent with preservation of capital and liquidity, through
investment in high-quality money market instruments.
Principal Investment Strategies. The Fund invests in a diversified portfolio of
high-quality fixed income securities denominated in U.S. dollars, with short
remaining maturities. These securities include U.S. Government securities (such
as U.S. Treasury bills and securities issued or sponsored by U.S. government
agencies), corporate debt securities, finance company commercial paper,
asset-backed securities and certain obligations of U.S. and foreign banks, each
of which must be highly rated by independent rating agencies or, if unrated,
considered by the Fund's investment adviser, Aeltus Investment Management Inc.
(Aeltus), to be of comparable quality. The Fund maintains a dollar-weighted
average portfolio maturity of 90 days or less.
Principal Risks. It is possible to lose money by investing in the Fund. There
is no guaranty the Fund will achieve its investment objective. Shares of the
Fund are not bank deposits and are not guaranteed, endorsed or insured by any
financial institution, the FDIC or any other government agency.
A weak economy, strong equity markets and changes by the Federal Reserve in its
monetary policies all could affect short-term interest rates and therefore the
value and yield of the Fund's shares.
Shares of the Fund are offered to insurance company separate accounts that fund
both annuity and life insurance contracts and to certain tax-qualified
retirement plans. Due to differences in tax treatment or other considerations,
the interests of various contract owners participating in the Fund and the
interests of qualified plans investing in the Fund might at some time be in
conflict. The Fund's Board of Trustees (Board) will monitor the Fund for any
material conflicts and determine what action, if any, should be taken to
resolve these conflicts.
Aetna Money Market VP 3
<PAGE>
Investment Performance
Year-by-Year Total Return
<TABLE>
<CAPTION>
Years Ended December 31,
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
9.38% 8.44% 6.53% 3.68% 3.19% 4.09% 6.05% 5.37% 5.47% 5.46%
</TABLE>
[arrow pointing up] Best Quarter:
second quarter 1989, up 2.42%
[arrow pointing down] Worst Quarter:
first quarter 1994, up 0.73%
This performance bar chart shows changes in the Fund's performance from year to
year. The fluctuation in returns illustrates the Fund's performance volatility.
The chart is accompanied by the Fund's best and worst quarterly returns
throughout the years noted in the bar chart.
<TABLE>
<CAPTION>
As of December 31, 1998
Average Annual Total Return 1 Year 5 Years 10 Years
<S> <C> <C> <C>
Aetna Money Market VP 5.46% 5.29% 5.75%
IBC Index* 4.92% 4.75% 5.13%
</TABLE>
This table shows the Fund's average annual total return. The table also
compares the Fund's performance to the performance of a broad-based securities
market index. The Fund's past performance is not necessarily an indication of
how it will perform in the future.
To obtain current yield information, please contact 1-800-525-4225.
The performance table and bar chart provide an indication of the historical
risk of an investment in the Fund. The performance numbers do not reflect the
deduction of any insurance fees or charges. If such charges were deducted,
performance would be lower.
* IBC's Money Funds Report Average/All Taxable Index is an average of the
returns of over 250 money market mutual funds surveyed each month by IBC.
4 Aetna Money Market VP
<PAGE>
FUND EXPENSES
The following table describes Fund expenses. Shareholder Fees are paid directly
by shareholders. Annual Fund Operating Expenses are deducted from Fund assets
every year, and are thus paid indirectly by all Fund shareholders. Shareholders
who acquire Fund shares through an insurance company separate account should
refer to the applicable contract prospectus, prospectus summary or disclosure
statement for a description of insurance charges that may apply.
Shareholder Fees
(fees paid directly from your investment)
<TABLE>
<S> <C>
Maximum Sales Charge (Load) on Purchases None
Maximum Deferred Sales Charge (Load) None
Annual Fund Operating Expenses (1)
(expenses that are deducted from Fund assets)
Management Fee 0.25%
Other Expenses 0.09%
Total Operating Expenses 0.34%
</TABLE>
(1) Prior to May 1, 1998, the investment adviser provided administrative
services to the Fund and assumed the Fund's ordinary recurring direct
expenses under an administrative services agreement. Effective May 1, 1998,
under the current Administrative Services Agreement, Aeltus provides
administrative services to the Fund but will not assume the Fund's ordinary
recurring direct costs. The "Other Expenses" shown are not based on actual
figures for the year ended December 31, 1998, but reflect the fee payable
under the current Administrative Services Agreement and estimate the Fund's
ordinary recurring direct costs.
Example
The following example is designed to help you compare the costs of investing in
the Fund with the costs of investing in other mutual funds. Using the annual
fund operating expenses percentages above, you would pay the following expenses
on a $10,000 investment, assuming a 5% annual return and redemption at the end
of each of the periods shown:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C>
$ 35 $109 $191 $431
</TABLE>
This example should not be considered an indication of prior or future
expenses. Actual expenses for the current year may be greater or less than
those shown.
YEAR 2000
The date-related computer issue known as the "Year 2000 problem" could have an
adverse impact on the quality of services provided to the Fund and its
shareholders. However, the Fund understands that its key service providers,
including but not limited to Aeltus and its affiliates, the transfer agent, the
custodian, and broker-dealers through which its trades are executed, are taking
steps to address the issue. The costs of these efforts will not affect the
Fund. The Year 2000 problem also may adversely affect the issuers in which the
Fund invests. For example, issuers may incur substantial costs to address the
problem. They may also suffer losses caused by corporate and governmental data
processing errors. The Fund and Aeltus will continue to monitor developments
relating to this issue.
Aetna Money Market VP 5
<PAGE>
MANAGEMENT OF THE FUND
Aeltus Investment Management, Inc., 10 State House Square, Hartford,
Connecticut 06103-3602, serves as investment adviser to the Fund. Aeltus is
responsible for managing the assets of the Fund in accordance with the Fund's
investment objective and policies, subject to oversight by the Board. Aeltus
has acted as adviser or subadviser to mutual funds since 1994 and has managed
institutional accounts since 1972.
Advisory Fees
For its most recent fiscal year, the Fund paid Aeltus aggregate advisory fees
equal to an annual rate of 0.25% of the average daily net assets of the Fund.
Portfolio Management
Len Carlson, Vice President, Aeltus, has been managing Money Market since April
1999. Mr. Carlson joined the Aetna organization in 1985 as an investment
analyst, and has been managing fixed-income portfolios for several
institutional accounts since 1987.
INVESTMENTS IN AND REDEMPTIONS FROM THE FUND
Investors purchasing shares in connection with an insurance company contract or
policy should refer to the documents pertaining to the contract or policy for
information on how to direct investments in or redemptions from (including
making exchanges into or out of) the Fund, and any fees that may apply.
Orders for the purchase or redemption of Fund shares that are received before
the close of regular trading on the New York Stock Exchange (normally 4:00 p.m.
eastern time) are effected at the net asset value (NAV) per share determined
that day, as described below. The insurance company has been designated an
agent of the Fund for receipt of purchase and redemption orders. Therefore,
receipt of an order by the insurance company constitutes receipt by the Fund,
provided that the Fund receives notice of the order by 9:30 a.m. eastern time
the next day on which the New York Stock Exchange is open for trading.
Net Asset Value. The NAV of the Fund is determined as of the close of regular
trading on the New York Stock Exchange (normally 4:00 p.m. eastern time).
In calculating the NAV, securities are valued primarily by independent pricing
services using market quotations. Short-term debt securities maturing in less
than 60 days are valued using amortized cost. Securities for which market
quotations are not readily available are valued at their fair value, subject to
procedures adopted by the Board.
Business Hours. The Fund is open on the same days as the New York Stock
Exchange (generally, Monday through Friday). Representatives are available from
8:00 a.m. to 8:00 p.m. eastern time on those days.
The Fund reserves the right to suspend the offering of shares, or to reject any
specific purchase order. The Fund may suspend redemptions or postpone payments
when the New York Stock Exchange is closed or when trading is restricted for
any reason or under emergency circumstances as determined by the Securities and
Exchange Commission.
6 Aetna Money Market VP
<PAGE>
TAX INFORMATION
The Fund intends to qualify as a regulated investment company by satisfying the
requirements under Subchapter M of the Internal Revenue Code of 1986, as
amended (Code), including requirements with respect to diversification of
assets, distribution of income and sources of income. As a regulated investment
company, the Fund generally will not be subject to tax on its ordinary income
and net realized capital gains.
The Fund also intends to comply with the diversification requirements of Section
817(h) of the Code for those investors who acquire shares through variable
annuity contracts and variable life insurance policies so that those contract
owners and policy owners should not be subject to federal tax on distributions
from the Fund to the insurance company separate accounts. Contract owners and
policy owners should review the applicable contract prospectus, prospectus
summary or disclosure statement for information regarding the personal tax
consequences of purchasing a contract or policy.
Dividends and Distributions. Dividends and capital gains distributions, if any,
are paid on an annual basis around the end of the year, December 31. To comply
with federal tax regulations, the Fund may also pay an additional capital gains
distribution, usually in June.
Both income dividends and capital gains distributions are paid by each Fund on
a per share basis. As a result, at the time of payment, the share price of the
Fund will be reduced by the amount of the payment.
Aetna Money Market VP 7
<PAGE>
FINANCIAL HIGHLIGHTS
These highlights are intended to help you understand the Fund's performance for
the past 5 years. Certain information reflects financial results for a single
Fund share. The total returns in the table represent the rate an investor would
have earned (or lost) on an investment in the Fund (assuming reinvestment of
all dividends and distributions). The information in this table has been
audited by KPMG LLP, independent auditors, whose report, along with the Fund's
Financial Statements, is included in the Fund's current Annual Report, which is
available upon request.
(for one outstanding share throughout each period)
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------------------------------------------
1998 1997 1996+ 1995+ 1994+
------------ ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $ 13.36 $ 13.19 $ 13.29 $ 12.54 $ 12.54
-------- -------- -------- ------- -------
Income from investment
operations:
Net investment income 0.63 0.67+ 0.70 0.75 0.52
Net realized and change in
unrealized gain or loss on
investments 0.07 0.03 -- 0.01 (0.02)
-------- -------- -------- ------- --------
Total from investment
operations 0.70 0.70 0.70 0.76 0.50
-------- -------- -------- ------- --------
Less distributions:
From net investment income (0.67) (0.53) (0.80) (0.01) (0.50)
-------- -------- -------- -------- --------
Total distributions (0.67) (0.53) (0.80) (0.01) (0.50)
-------- -------- -------- -------- --------
Net asset value, end of period $ 13.39 $ 13.36 $ 13.19 $ 13.29 $ 12.54
======== ======== ======== ======== ========
Total return* 5.46% 5.47% 5.37% 6.05% 4.09%
Net assets, end of period (000's) $875,169 $688,756 $613,505 $514,037 $483,039
Ratio of net expenses to
average net assets 0.34% 0.35% 0.34% 0.30% 0.32%
Ratio of net investment income
to average net assets 5.28% 5.34% 5.24% 5.82% 4.16%
</TABLE>
* The total return percentage does not reflect any separate account charges
under variable annuity contracts and life policies.
+ Per share data calculated using weighted average number of shares outstanding
throughout the period.
8 Aetna Money Market VP
<PAGE>
ADDITIONAL INFORMATION
The Statement of Additional Information (SAI), which is incorporated by
reference into this Prospectus, contains additional information about the Fund.
The most recent annual and semi-annual reports also contain information about
the Fund's investments.
You may request free of charge the current SAI or the most recent annual and
semi-annual reports, or other information about the Fund, by calling
1-800-525-4225 or writing to:
Aetna Money Market VP
151 Farmington Avenue
Hartford, Connecticut 06156-8962
The SEC also makes available to the public reports and information about the
Fund. Certain reports and information, including the SAI, are available on the
SEC's website (http://www.sec.gov) or at the SEC's Public Reference Room in
Washington, D.C. You may call 1-800-SEC-0330 to get information about the
operations of the public reference room or you may write to Public Reference
Section, Washington, D.C. 20549-6009 to get information from the Public
Reference Section. The Public Reference Section will charge a duplicating fee
for copying and sending any information you request.
Investment Company Act File No. 811-2565.
Aetna Money Market VP 9
<PAGE>
PART B
The Statement of Additional Information is incorporated into Part B of this
Post-Effective Amendment No. 44 by reference to Post-Effective Amendment No. 8
to the Registration Statement on Form N-1A (File No. 333-05173), as filed
electronically on April 27, 1999.
<PAGE>
PART C
OTHER INFORMATION
Item 23. Exhibits
(a.1) Charter (Declaration of Trust)(1)
(a.2) Amendment to Declaration of Trust of Aetna
Variable Encore Fund(2)
(b) Amended and Restated Bylaws (adopted by Board of
Directors September 14, 1994)(1)
(c) Instruments Defining Rights of Holders(3)
(d) Investment Advisory Agreement between Aeltus
Investment Management, Inc. ("Aeltus") and Aetna
Variable Encore Fund(2)
(e) Underwriting Agreement between Aetna Life
Insurance and Annuity Company and Aetna Variable
Encore Fund(4)
(f) Directors' Deferred Compensation Plan(2)
(g) Custodian Agreement between Aetna Variable Encore
Fund and Mellon Bank, N.A.(1)
(h) Administrative Services Agreement between Aeltus
and Aetna Variable Encore Fund(2)
(i) Opinion and Consent of Counsel
(j) Consent of Independent Auditors
(k) Not Applicable
(l) Not Applicable
(m) Not Applicable
(n) See exhibit 27 below
(o) Not Applicable
(p.1) Power of Attorney (November 6, 1998)(5)
(p.2) Authorization for Signatures(6)
(27) Financial Data Schedule
1. Incorporated by reference to Post-Effective Amendment No. 39 to
Registration Statement on Form N-1A (File No. 2-53038), as filed
electronically with the Securities and Exchange Commission on
April 25, 1996.
2. Incorporated by reference to Post-Effective Amendment No. 43 to
Registration Statement on Form N-1A (File No. 2-53038), as filed
electronically with the Securities and Exchange Commission on
April 27, 1998.
3. Incorporated by reference to Post-Effective Amendment No. 41 to
Registration Statement on Form N-1A (File No. 2-53038), as filed
electronically with the Securities and Exchange Commission on
June 7, 1996.
4. Incorporated by reference to Post-Effective Amendment No. 42 to
Registration Statement on Form N-1A (File No. 2-53038), as filed
electronically with the Securities and Exchange Commission on
April 11, 1997.
<PAGE>
5. Incorporated by reference to Post-Effective Amendment No. 14 to
the Registration Statement on Form N-1A (File No. 33-12723), as
filed electronically with the Securities and Exchange Commission
on March 10, 1999.
6. Incorporated by reference to Post-Effective Amendment No. 2 to
the Registration Statement on form N-1A (File No. 333-05173), as
filed electronically with the Securities and Exchange Commission
on September 26, 1997.
<PAGE>
Item 24. Persons Controlled by or Under Common Control
- ------------------------------------------------------
Registrant is a Massachusetts business trust for which separate financial
statements are filed. As of March 31, 1999, Aetna Life Insurance and
Annuity Company (Aetna), and its affiliates, owned 100% of Registrant's
outstanding voting securities, through direct ownership or through one of
Aetna's separate accounts.
Aetna is an indirect wholly-owned subsidiary of Aetna Inc.
A list of all persons directly or indirectly under common control with the
Registrant and a list which indicates the principal business of each such
company referenced in the diagram are incorporated herein by reference to
Item 24 of Post Effective Amendment No. 14 to the Registration Statement on
Form N-1A (File No. 33-12723), as filed electronically with the Securities
and Exchange Commission on March 10, 1999.
Item 25. Indemnification
- ------------------------
Article 5.3 of the Registrant's Amendment to Declaration of Trust,
incorporated herein by reference to Exhibit (a.1) of this Post-Effective
Amendment, provides indemnification for Registrant's trustees and officers.
In addition, the Registrant's trustees and officers are currently covered
under a directors and officers errors and omissions liability insurance
policy, issued by Gulf Insurance Company, which expires on October 1, 1999.
Section XI.B of the Administrative Services Agreement, incorporated herein
by reference to Exhibit (h) of this Post-Effective Amendment, provides for
indemnification of the Administrator.
Item 26. Business and Other Connections of Investment Adviser
- --------------------------------------------------------------
The investment adviser, Aeltus Investment Management, Inc. (Aeltus), is
registered as an investment adviser with the Securities and Exchange
Commission. In addition to serving as the investment adviser and
administrator for the Registrant, Aeltus acts as investment adviser and
administrator for Aetna Variable Fund, Aetna Income Shares, Aetna Balanced
VP, Inc., Aetna Generation Portfolios, Inc., Aetna GET Fund, Aetna Variable
Portfolios, Inc., and Aetna Series Fund, Inc. (all management investment
companies registered under the Investment Company Act of 1940 (1940 Act)).
It also acts as investment adviser to certain private accounts.
The following table summarizes the business connections of the directors
and principal officers of the investment adviser.
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
with Investment Adviser Since Oct. 31, 1996/Addresses*
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
John Y. Kim Director, President, Chief Director (February 1995 - March 1998) -- Aetna Life
Executive Officer, Chief Insurance and Annuity Company; Senior Vice President
Investment Officer (since September 1994) -- Aetna Life Insurance and
Annuity Company.
J. Scott Fox Director, Managing Director, Vice President (since April 1997) -- Aetna Retirement
Chief Operating Officer, Chief Services, Inc.; Director and Senior Vice President
Financial Officer (March 1997 -- February 1998) -- Aetna Life Insurance
and Annuity Company; Managing Director, Chief Operating
Officer, Chief Financial Officer, Treasurer (April 1994 -
March 1997) -- Aeltus Investment Management, Inc.
Thomas J. McInerney Director President (since August 1997) -- Aetna Retirement
Services, Inc.; Director and President (since September
1997) -- Aetna Life Insurance and Annuity Company;
Executive Vice President (since August 1997) -- Aetna
Inc.; Vice President, Strategy (March 1997 - August
1997) -- Aetna Inc.; Vice President, Marketing and
Sales (December 1996 - March 1997) -- Aetna U.S.
Healthcare; Vice President, National Accounts (April
1996 - December 1996) -- Aetna U.S. Healthcare.
Catherine H. Smith Director Chief Financial Officer (since February 1998) -- Aetna
Retirement Services, Inc.; Director, Senior Vice
President and Chief Financial Officer (since February
1998) -- Aetna Life Insurance and Annuity Company; Vice
President, Strategy, Finance and Administration,
Financial Relations (September 1996 - February 1998) --
Aetna Inc.
Lennart A. Carlson Vice President, Fixed Managing Director (since January 1996) -- Aeltus Trust
Income Investments Company.
Stephanie A. DeSisto Vice President
<PAGE>
<S> <C> <C>
Amy R. Doberman Vice President, General Counsel (since December 1996) -- Aetna Life Insurance and
Counsel and Secretary Annuity Company; Attorney (March 1990 - November 1996) --
Securities and Exchange Commission.
Steven C. Huber Vice President, Fixed Managing Director (since August 1996) -- Aeltus Trust
Income Investments Company.
Brian K. Kawakami Vice President, Chief Chief Compliance Officer & Director (since January
Compliance Officer 1996) -- Aeltus Trust Company; Chief Compliance Officer
(since August 1993) -- Aeltus Capital, Inc.
Neil Kochen Managing Director, Product Managing Director (since April 1996) -- Aeltus Trust
Development Company; Managing Director (since August 1996) --
Aeltus Capital, Inc.
Frank Litwin Managing Director, Retail Vice President, Strategic Marketing (April, 1992 -
Marketing and Sales August, 1997) -- Fidelity Investments Institutional
Services Company.
Kevin M. Means Managing Director, Equity Managing Director (since August 1996) -- Aeltus Trust
Investments Company.
L. Charles Meythaler Managing Director, Institutional Director (since July 1997) -- Aeltus Trust Company;
Marketing Managing Director (since June 1997) -- Aeltus Trust
and Sales Company; President (June 1993 - April 1997) -- New
England Investment Association.
</TABLE>
* Except with respect to Mr. McInerney and Ms. Smith, the
principal business address of each person named is 10 State
House Square, Hartford, Connecticut 06103-3602. The address
of Mr. McInerney and Ms. Smith is 151 Farmington Avenue,
Hartford, Connecticut 06156.
<PAGE>
Item 27. Principal Underwriters
- -------------------------------
(a) In addition to serving as the principal underwriter for the
Registrant, Aetna also acts as the principal underwriter for
Aetna Variable Fund, Aetna Income Shares, Aetna Balanced VP,
Inc., Aetna GET Fund, Aetna Variable Portfolios, Inc. and
Aetna Generation Portfolios, Inc. and as investment adviser,
principal underwriter and administrator for Portfolio
Partners, Inc. (all management investment companies
registered under the 1940 Act). Additionally, Aetna acts as
the principal underwriter and depositor for Variable Annuity
Account B of Aetna, Variable Annuity Account C of Aetna,
Variable Annuity Account G of Aetna, and Variable Life
Account B of Aetna (separate accounts of Aetna registered as
unit investment trusts under the 1940 Act). Aetna is also
the principal underwriter for Variable Annuity Account I of
Aetna Insurance Company of America (AICA) (a separate account
of AICA registered as a unit investment trust under the 1940
Act).
(b) The following are the directors and principal officers of the
Underwriter:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Principal Positions and Offices
Business Address* Underwriter with Registrant
----------------- ----------------------------------------- ---------------------
<S> <C> <C>
Thomas J. McInerney Director and President None
Shaun P. Mathews Director and Senior Vice President Trustee
Catherine H. Smith Director, Senior Vice President and Chief None
Financial Officer
Allan Baker Senior Vice President None
David E. Bushong Senior Vice President None
Robert D. Friedhoff Senior Vice President None
Steven A. Haxton Senior Vice President None
John Y. Kim Senior Vice President Trustee
Deborah Koltenuk Vice President, Treasurer and Corporate None
Controller
Therese Squillacote Vice President and Chief Compliance Officer None
Thomas P. Waldron Senior Vice President None
Kirk P. Wickman Senior Vice President, General Counsel None
and Corporate Secretary
</TABLE>
* Except with respect to Mr. Kim, the principal business
address of all directors and officers listed is 151
Farmington Avenue, Hartford, Connecticut 06156. Mr. Kim's
address is 10 State House Square, Hartford, Connecticut
06103-3602.
(c) Not applicable.
<PAGE>
Item 28. Location of Accounts and Records
- -----------------------------------------
As required by Section 31(a) of the 1940 Act and the rules thereunder, the
Registrant and its investment adviser, Aeltus, maintain physical possession
of each account, book or other document, at 151 Farmington Avenue,
Hartford, Connecticut 06156 and 10 State House Square, Hartford,
Connecticut 06103-3602, respectively.
Item 29. Management Services
- ----------------------------
Not applicable.
Item 30. Undertakings
Not applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company
Act, Aetna Variable Encore Fund certifies that it meets all of the requirements
for effectiveness of this Post-Effective Amendment to the Registration Statement
under Rule 485(b) under the Securities Act and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, duly authorized, in the
City of Hartford, and State of Connecticut, on the 27th day of April 1999.
AETNA VARIABLE ENCORE FUND
(Registrant)
By J. Scott Fox*
---------------------
J. Scott Fox
President
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the date(s) indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
J. Scott Fox* President and Trustee )
- ------------------------------------
J. Scott Fox (Principal Executive Officer) )
)
Albert E. DePrince, Jr.* Trustee )
- ------------------------------------
Albert E. DePrince, Jr. )
)
Maria T. Fighetti* Trustee )
- ------------------------------------
Maria T. Fighetti )
) April
David L. Grove* Trustee ) 27, 1999
- ------------------------------------
David L. Grove )
)
John Y. Kim* Trustee )
- ------------------------------------
John Y. Kim )
)
Sidney Koch* Trustee )
- ------------------------------------
Sidney Koch )
)
Shaun P. Mathews* Trustee )
- ------------------------------------
Shaun P. Mathews )
<PAGE>
<S> <C> <C>
)
Corine T. Norgaard* Trustee )
- ------------------------------------
Corine T. Norgaard )
)
Richard G. Scheide* Trustee )
- ------------------------------------
Richard G. Scheide )
)
Stephanie A. DeSisto* Treasurer and Chief Financial Officer )
- ------------------------------------
Stephanie A. DeSisto (Principal Financial and Accounting Officer) )
</TABLE>
By: /s/ Amy R. Doberman
--------------------------------
*Amy R. Doberman
Attorney-in-Fact
Executed pursuant to Power of Attorney Dated November 6, 1998 and filed with the
Securities and Exchange Commission on March 10, 1999.
<PAGE>
Aetna Variable Encore Fund
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
----------- ------- ----
<S> <C> <C>
99-(i) Opinion and Consent of Counsel
-------------------
99-(j) Consent of Independent Auditors
-------------------
(27) Financial Data Schedule
-------------------
</TABLE>
10 State House Square, SH11
Hartford, CT 06103-3602
Amy R. Doberman
Counsel
Aetna Variable Encore Fund
(860) 275-3252
April 27, 1999 Fax: (860) 275-2158
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Filing Desk
Re: Aetna Variable Encore Fund
Post-Effective Amendment No. 44 to
Registration Statement on Form N-1A
(File No. 2-53038 and 811-2565)
Dear Sir or Madam:
The undersigned serves as counsel to Aetna Variable Encore Fund, a Massachusetts
business trust (the "Fund"). It is my understanding that the Fund has registered
an indefinite number of shares of beneficial interest under the Securities Act
of 1933 (the "1933 Act") pursuant to Rule 24f-2 under the Investment Company Act
of 1940 (the "1940 Act").
Insofar as it relates or pertains to the Fund, I have reviewed the prospectus
and the Fund's Registration Statement on Form N-1A, as amended to the date
hereof, filed with the Securities and Exchange Commission under the 1933 Act and
the 1940 Act, pursuant to which the Shares will be sold (the "Registration
Statement"). I have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents and other instruments I have
deemed necessary or appropriate for the purpose of this opinion. For purposes of
such examination, I have assumed the genuineness of all signatures on original
documents and the conformity to the original of all copies.
I am admitted to practice law in Connecticut, Maryland and the District of
Columbia. My opinion herein as to Maryland law is based upon a limited inquiry
thereof that I have deemed appropriate under the circumstances.
Based upon the foregoing, and assuming the securities are issued and sold in
accordance with the provisions of the Fund's Declaration of Trust and the
Registration Statement, I am of the opinion that the securities will when sold
be legally issued, fully paid and nonassessable.
<PAGE>
Page 2
April 27, 1999
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Amy R. Doberman
Amy R. Doberman
Counsel
Consent of Independent Auditors
The Board of Trustees and Shareholders
Aetna Money Market VP:
We consent to the use of our report dated January 29, 1999 incorporated by
reference herein on Form N-1A relating to Aetna Money Market VP and to the
references to our firm under the headings "Financial Highlights" in the
prospectus and "Independent Auditors" in the statement of additional
information.
/s/ KPMG LLP
KPMG LLP
Hartford, Connecticut
April 27, 1999
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<NAME> Aetna Variable Encore Fund
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<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
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