As filed with the Securities and Exchange File No. 2-53038
Commission on August 1, 2000 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. 46
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 37
AETNA VARIABLE ENCORE FUND
--------------------------
d/b/a Aetna Money Market VP
---------------------------
151 Farmington Avenue TS31, Hartford, Connecticut 06156
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(860) 275-3252
Michael Gioffre, Counsel
10 State House Square SH11, Hartford, Connecticut 06103-3602
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(Name and Address of Agent for Service)
_______________________________________________________________________________
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b)
---
<PAGE>
PARTS A AND B
-------------
The Prospectus and Statement of Additional Information is incorporated into
Parts A and B, respectively, of this Post-Effective Amendment No. 46 by
reference to the Fund's filing under Rule 497(j) under the Securities Act of
1933, as filed on May 1, 2000.
The Supplement to the Prospectus is incorporated into Part A of this Post-
Effective Amendment No. 46 by reference to Post-Effective Amendment No. 13 to
the Registration Statement on Form N-1A (File No. 333-05173), as filed on
August 1, 2000.
The Supplement to the Statement of Additional Information is incorporated into
Part B of this Post-Effective Amendment No. 46 by reference to Post-Effective
Amendment No. 13 to the Registration Statement on Form N-1A (File No.
333-05173), as filed on August 1, 2000.
<PAGE>
PART C
OTHER INFORMATION
-----------------
Item 23. Exhibits
<TABLE>
<S> <C>
(a.1) Charter (Declaration of Trust)(1)
(a.2) Amendment to Declaration of Trust of Aetna Variable Encore Fund
(Registrant)(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 the Registrant and
Aeltus Investment Management, Inc. ("Aeltus")(4)
(e) Form of Underwriting Agreement between the Registrant and
Aetna Investment Services, Inc. (AISI)
(f) Directors' Deferred Compensation Plan(2)
(g) Custodian Agreement between the Registrant and Mellon Bank,
N.A.(1)
(h) Administrative Services Agreement between the Registrant and Aeltus(2)
(i) Opinion and Consent of Counsel
(j) Consent of Independent Auditors
(k) Not Applicable
(l) Not Applicable
(m) Not Applicable
(n) Not Applicable
(o) Not Applicable
(p.1) Aeltus Code of Ethics(5)
(p.2) Aetna Mutual Funds Code of Ethics(5)
(q.1) Power of Attorney (November 6, 1998)(6)
(q.2) Authorization for Signatures(7)
1. Incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement on Form N-1A (File No.
2-53038), as filed with the Securities and Exchange Commission (SEC) 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 with the SEC 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 with the SEC on June 7, 1996.
4. Incorporated by reference to Post-Effective Amendment No. 45 to Registration Statement on Form N-1A (File
No. 2-53038), as filed with the SEC on April 25, 2000.
5. Incorporated by reference to Post-Effective Amendment No. 13 to Registration Statement on Form N-1A (File No.
333-05173), as filed with the SEC on July 31, 2000.
6. Incorporated by reference to Post-Effective Amendment No. 14 to the Registration Statement on Form N-1A (File
No. 33-12723), as filed with the SEC on March 10, 1999.
<PAGE>
7. Incorporated by reference to Post-Effective Amendment No. 2 to the Registration Statement on form N-1A (File
No. 333-05173), as filed with the SEC on September 26, 1997.
</TABLE>
<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 June 30, 2000, Aetna Life Insurance and Annuity
Company (Aetna), and its affiliates, owned 96.57% of the 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 26 of the Registration Statement on Form N-4 (File No. 333-37448), as
filed with the SEC on May 19, 2000.
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 ICI Mutual Insurance Company, which expires on October 1,
2002.
Section XI.B of the Administrative Services Agreement, incorporated herein
by reference to Exhibit (h) of this Post-Effective Amendment, provides for
indemnification of Aeltus, 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 the 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)).
Aeltus also acts as the investment adviser to certain private accounts.
The following table summarizes the business connections of the directors
and principal officers of the investment adviser.
<PAGE>
<TABLE>
<CAPTION>
------------------------------ -------------------------------- ---------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
---- with Investment Adviser Since Dec. 31, 1997/Addresses*
----------------------- ------------------------------
------------------------------ -------------------------------- ---------------------------------------------------------
<S> <C> <C>
John Y. Kim Director, President, Chief Director, President and Chief Investment Officer (since
Executive Officer, Chief May 2000) - Aetna; Director (February 1995 - March
Investment Officer 1998) - Aetna; Director, President, Chief Executive
Officer, Chief Investment Officer (since May 1996) -
Aeltus Trust Company; Senior Vice President (September
1994 - May 2000) - Aetna.
J. Scott Fox Director, Managing Director, Vice President (April 1997 - April 1998) - Aetna
Chief Operating Officer, Chief Retirement Services, Inc.; Director and Senior Vice
Financial Officer President (March 1997 - February 1998) - Aetna.
Thomas J. McInerney Director Director (since February 1998) and President (since
August 1997) - Aetna Retirement Services, Inc.;
Director and President (September 1997 - May 2000) -
Aetna; Executive Vice President (since August 1997) -
Aetna Inc.
Catherine H. Smith Director Director (since March 1999), Senior Vice President
(since April 1999), Chief Financial Officer (since
February 1998) - Aetna Retirement Services, Inc.;
Director, Senior Vice President and Chief Financial
Officer (since February 1998) - Aetna; Vice President,
Strategy, Finance and Administration, Financial
Relations (September 1996 - February 1998) - Aetna Inc.
Stephanie A. DeSisto Vice President
Brian K. Kawakami Vice President, Chief
Compliance Officer
Neil Kochen Managing Director, Chief
Investment Officer, Equity
Investments
Frank Litwin Managing Director, Retail
Marketing and Sales
<PAGE>
L. Charles Meythaler Managing Director,
Institutional Marketing
and Sales
James Sweeney Managing Director, Fixed
Income Investments
</TABLE>
* Except with respect to Mr. McInerney and Ms. Smith, the principal
business address of each person named is 10 State House Square,
Hartford, Connecticut 06103-3602. The address of Mr. McInerney and Ms.
Smith is 151 Farmington Avenue, Hartford, Connecticut 06156.
Item 27. Principal Underwriters
-------------------------------
(a) In addition to serving as the principal underwriter for the Registrant,
AISI also acts as the principal underwriter for Aetna Variable Fund, Aetna
Income Shares, Aetna Variable Encore Fund, Aetna Balanced VP, Inc., Aetna
GET Fund and Aetna Generation Portfolios, Inc. (all management investment
companies registered under the 1940 Act).
(b) The following are the directors and principal officers of the Underwriter:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Principal Positions and Offices
Business Address* Underwriter with Registrant
------------------ ------------------------------------ -------------------
<S> <C> <C>
Maureen M. Gillis Director and President None
Allan Baker Director and Senior Vice President None
Robert L. Francis Director and Senior Vice President None
Marie Augsberger Senior Vice President None
Steven A. Haxton Senior Vice President None
Gary J. Hegedus Senior Vice President None
Deborah Koltenuk Vice President, Treasurer and Chief Financial None
Officer
Therese Squillacote Vice President and Chief Compliance Officer None
John F. Todd Corporate Secretary and Counsel None
</TABLE>
* The principal business address of all directors and officers listed is
151 Farmington Avenue, Hartford, Connecticut 06156.
<PAGE>
(c) Not applicable.
Item 28. Location of Accounts and Records
-----------------------------------------
As required by Section 31(a) of the 1940 Act and the rules thereunder, the
Registrant and its investment adviser, Aeltus, maintain physical possession
of each account, book or other document, at 151 Farmington Avenue,
Hartford, Connecticut 06156 and 10 State House Square, Hartford,
Connecticut 06103-3602, respectively.
Item 29. Management Services
-----------------------------
Not applicable.
Item 30. Undertakings
---------------------
Not applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company
Act, Aetna Variable 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 1st day of August, 2000.
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 )
) August 1,
David L. Grove* Trustee) 2000
------------------------------------
David L. Grove )
)
John Y. Kim* Trustee)
------------------------------------
John Y. Kim )
)
Sidney Koch* Trustee)
------------------------------------
Sidney Koch )
)
Shaun P. Mathews* Trustee)
------------------------------------
Shaun P. Mathews )
<PAGE>
)
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) )
By: /s/ Michael Gioffre
-------------------
*Michael Gioffre
Attorney-in-Fact
</TABLE>
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-(e) Form of Underwriting Agreement between the Registrant and Aetna
Investment Services, Inc. (AISI)
------------------
99-(i) Opinion and Consent of Counsel
------------------
99-(j) Consent of Independent Auditors
------------------
</TABLE>
