As filed with the Securities and Exchange File No. 2-51739
Commission on April 30, 1996 File No. 811-2514
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 49
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 34
AETNA VARIABLE 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
______ on __________________ pursuant to paragraph (a)(1) of Rule 485
______ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
__X___ on May 1, 1996 pursuant to paragraph (a)(3) of Rule 485 (Request
for acceleration has been made.)
Aetna Variable 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>
The Registrant hereby amends this Registration Statement (i) to amend Item 24(b)
to add a new Exhibit 24(b)(6) (Form of Underwriting Agreement); and (ii) to
amend and restate the paragraph on page 20 of the Statement of Additional
Information entitled "Principal Underwriter" to read as follows:
The Company is the principal underwriter of the Fund pursuant to a
contract ("Underwriting Agreement") between it and the Fund. The
Underwriting Agreement will remain in effect through December 1997 and
may be continued annually thereafter if approved annually by the Board of
Trustees of the Fund or by a vote of holders of a majority of the Fund's
shares. This Underwriting Agreement may be terminated at any time, by
either party, without the payment of any penalty, on sixty (60) days'
written notice to the other party.
No other changes have been made and all other parts of the Registration
Statement (the Prospectus, the Statement of Additional Information and all other
items in Part C) are incorporated into Part A, Part B and Part C of this
Post-Effective Amendment No. 49, respectively, by reference to Post-Effective
Amendment No. 48 to the Registration Statement on Form N-1A (File No. 2-51739),
as filed electronically on April 25, 1996
<PAGE>
SIGNATURES
Pursuant to the Securities Act of 1933 and the Investment Company Act of 1940,
Aetna Variable Fund (Registrant) has duly caused this Post-Effective Amendment
No. 49 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 30th day of April, 1996.
AETNA VARIABLE 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 April 30, 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
- -----------------------------
James C. Hamilton* Vice President and Treasurer
- ----------------------------- (Principal Financial and Accounting Officer)
Richard G. Scheide* Trustee
- -----------------------------
By: /s/ Susan E. Bryant
--------------------
*Susan E. Bryant
Attorney-in-Fact
AETNA VARIABLE FUND
FORM OF
UNDERWRITING AGREEMENT
THIS AGREEMENT, is entered into this ___ day of ___________, 1996, by and
between Aetna Life Insurance and Annuity Company, Inc., a Connecticut
corporation (Aetna), and Aetna Variable Fund, a Massachusetts Business Trust
(Fund).
WHEREAS, the Fund is an open-end management investment company registered with
the Securities and Exchange Commission (Commission) under the Investment Company
Act of 1940, as amended (1940 Act); and
WHEREAS the Fund has registered the shares of its common stock (Shares) for
offer and sale to the public under the Securities Act of 1933, as amended; and
WHEREAS, the Fund wishes to retain Aetna, and Aetna is willing to act, as
principal underwriter in connection with the offer and sale of the Shares; and
NOW, THEREFORE, in consideration of the promises and mutual covenants herein
contained, the parties agree as follows:
1. Appointment of Underwriter. The Fund hereby appoints Aetna and Aetna hereby
accepts appointment as underwriter in connection with the distribution of the
Shares. The Fund authorizes Aetna to solicit orders for the purchase of the
Shares as set forth in the Registration Statement currently effective with the
Commission for the Shares. It is understood that the Shares are offered only
through variable annuity contracts and variable life policies issued by Aetna
and its affiliates.
2. Compensation. Aetna shall receive no separate compensation for providing
services under this Agreement. It is understood that the compensation Aetna
receives in connection with the issuance of the variable annuity contracts or
variable life policies shall be the only consideration it receives for serving
as underwriter hereunder.
3. Aetna Expenses. Aetna shall be responsible for any costs of printing and
distributing prospectuses and statements of additional information necessary to
offer and sell the Shares, and such other sales literature, reports, forms and
advertisements in connection as it elects to prepare, provided such materials
comply with the applicable provisions of federal and state law.
4. Fund Expenses. The Fund shall be responsible for the costs of registering the
Shares with the Commission and for the costs of preparing prospectuses,
statements of additional information and such other documents as are required to
maintain the registration of the Shares with the Commission.
5. Share Certificates. The Fund shall not issue certificates representing
Shares.
<PAGE>
6. Status of underwriter and Other Persons. Aetna is an independent contractor
and shall be agent for the Fund only in respect to the sale and redemption of
the Shares. Any person, even though also an officer, director, employee or agent
of Aetna, who may be or become an officer, director, employee or agent of the
Fund, shall be deemed, when rendering services to the Fund or acting in any
business of the Fund, to be rendering such services to or acting solely for the
Fund and not as an officer, director, employee or agent or one under the control
or direction of Aetna even though paid by Aetna.
7. Nonexclusivity. The services of Aetna to the Fund under this Agreement are
not to be deemed exclusive, and Aetna shall be free to render similar services
or other services to others and to engage in other activities related or
unrelated to those provided under this agreement.
8. Effectiveness and Termination of Agreement. This Agreement shall become
effective at the close of business on the date set forth in the first paragraph
of this Agreement and shall remain in force and effect, through December 31,
1997, unless earlier terminated under the provisions of Section 9. Following the
expiration of its initial term, the Agreement shall continue in force and effect
for one year periods, provided such continuance is specifically approved at
least annually by the Fund's trustees, or by the vote of a majority of the
Fund's outstanding voting securities (as defined in Section 2(a)(42) of the 1940
Act.
9. Termination. This Agreement may be terminated at any time, by either party,
without the payment of any penalty, on sixty (60) days' written notice to the
other party.
10. Liability of Aetna. Aetna shall be liable to the Fund and shall indemnify
the Fund for any losses incurred by the Fund, to the extent that such losses
resulted from an act or omission on the part of Aetna or its officers, directors
or employees in carrying out its duties hereunder, that is found to involve
willful misfeasance, bad faith or negligence, or reckless disregard by Aetna of
its duties under this Agreement.
11. Liability of 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 Aetna, from liability in violation of Section
17(h) and (i) of the 1940 Act.
12. Amendments. This Agreement may be amended or changed only by an instrument
in writing signed by both parties.
13. Applicable Law. This Agreement shall be construed in accordance with the
laws of the State of Connecticut and the 1940 Act. To the extent that the
applicable laws of the State of Connecticut conflict with the applicable
provisions of the 1940 Act, however, the latter shall control.
-2-
<PAGE>
14. 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 each party at such address as each party may designate
for the receipt of notice. Until further notice, such addresses shall be:
if to the Fund orAetna:
151 Farmington Avenue, RE4C
Hartford, Connecticut 06156
Fax number: 860/273-8340
15. 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 the 1940
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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their respective officers on the ___ day of _______________,
199__.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By:_____________________________
Name:________________________
Title:_______________________
Attest:
- --------------------
AETNA VARIABLE FUND
By:_____________________________
Name:________________________
Title:_______________________
Attest:
