As filed with the Securities and Exchange File No. 2-51739
Commission on February 16, 2000 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. 55
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 40
Aetna Variable Fund
(d/b/a Aetna Growth and Income VP)
151 Farmington Avenue TS31, 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 1, 2000 pursuant to paragraph (a)(1) of Rule 485
--------
<PAGE>
Part B
The Statement of Additional Information is incorporated into Part B of this
Post-Effective Amendment No. 55 by reference to Post-Effective Amendment No. 11
to the Registration Statement on Form N-1A (File No. 333-05173), as filed
electronically on February 11, 2000.
<PAGE>
Aetna Variable Fund d/b/a
AETNA GROWTH AND INCOME VP
Prospectus
May __, 2000
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............................................................................................1
Investment Objective, Principal Investment Strategies and Risks, Investment Performance..................1
FUND EXPENSES.....................................................................................................4
OTHER CONSIDERATIONS..............................................................................................5
MANAGEMENT OF THE FUND............................................................................................6
INVESTMENTS IN AND REDEMPTIONS FROM THE FUND......................................................................6
TAX INFORMATION...................................................................................................7
FINANCIAL HIGHLIGHTS..............................................................................................8
ADDITIONAL INFORMATION............................................................................................9
</TABLE>
<PAGE>
THE FUND'S INVESTMENTS
Investment Objective, Principal Investment Strategies and Risks, Investment
Performance
Investment Objective. Aetna Growth and Income VP (Fund) seeks to maximize total
return through investments in a diversified portfolio of common stocks and
securities convertible into common stock. It is anticipated that capital
appreciation and investment income will both be major factors in achieving total
return.
Principal Investment Strategies. Under normal market conditions, the Fund
invests at least 65% of its total assets in common stocks that the Fund's
investment adviser, Aeltus Investment Management, Inc. (Aeltus), believes have
significant potential for capital appreciation or income growth. Aeltus may
invest principally in common stocks having significant potential for capital
appreciation, or may purchase common stocks principally for their income
potential through dividends and option writing, or may acquire securities having
a mix of these characteristics.
In managing the Fund, Aeltus:
o Emphasizes stocks of larger companies.
o May also invest the Fund's assets in stocks of small and medium-sized
companies, depending upon market conditions.
o Combines internally developed quantitative computer models with a
qualitative overlay to determine the relative attractiveness of each
asset class and to evaluate company financial characteristics (for
example, price-to-earnings ratios, growth rates and earnings
estimates) to select securities within each class. In analyzing these
characteristics, Aeltus attempts to identify positive earnings
momentum and positive valuation characteristics in selecting
securities whose full value is not reflected in their price.
1
<PAGE>
Principal Risks. The principal risks of investing in the Fund are those
generally attributable to stock investing. These risks include sudden and
unpredictable drops in the value of the market as a whole and periods of
lackluster or negative performance.
Although Aeltus emphasizes large cap stocks, to the extent the Fund is
diversified across asset classes, it may not perform as well as less diversified
funds when large cap stocks are in favor. Additionally, stocks of medium-sized
and smaller companies tend to be more volatile and less liquid than stocks of
larger companies.
Fund shares will rise and fall in value and you could lose money by investing in
the Fund. There is no guaranty the Fund will achieve its investment objective.
Investments in the Fund are not bank deposits and are not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.
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.
2
<PAGE>
Investment Performance
<TABLE>
<CAPTION>
Year-by-Year
Total Return Years Ended December 31,
------------------------
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
</TABLE>
[Up triangle] Best Quarter: [Down triangle] Worst Quarter:
__ quarter 199_, up __% __ quarter 199_, down __%
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, 1999
-----------------------
Average Annual Total Return 1 Year 5 Years 10 Years
- --------------------------- ------ ------- --------
<S> <C> <C> <C>
Aetna Growth & Income VP ___% ___% ___%
S&P 500* ___% ___% ___%
</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.
The performance table and bar chart provide an indication of the historical risk
of an investment in the Fund. All figures assume reinvestment of dividends and
distributions. The performance numbers do not reflect the deduction of any
insurance fees or charges. If such charges were deducted, performance would be
lower.
* The Standard and Poor's 500 Index is a value-weighted, unmanaged index of
500 widely held stocks and is considered to be representative of the stock
market in general.
3
<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.
<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from your investment)
<S> <C>
Maximum Sales Charge (Load) on Purchases None
Maximum Deferred Sales Charge (Load) None
<CAPTION>
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
<S> <C>
Management Fee %
Other Expenses %
Total Operating Expenses %
</TABLE>
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>
$ $ $ $
</TABLE>
This example should not be considered an indication of prior or future expenses.
Actual expenses for the current year may vary from those shown.
4
<PAGE>
OTHER CONSIDERATIONS
In addition to the principal investments and strategies described above, the
Fund may also invest in other securities, engage in other practices, and be
subject to additional risks, as discussed below and in the Statement of
Additional Information (SAI).
Futures Contracts and Options. The Fund may enter into futures contracts and use
options. The Fund primarily uses futures contracts and options to hedge against
price fluctuations or increase exposure to a particular asset class. To a
limited extent, the Fund also may use these instruments for speculation
(investing for potential income or capital gain).
o Futures contracts are agreements that obligate the buyer to buy and
the seller to sell a certain quantity of securities at a specific
price on a specific date.
o Options are agreements that give the holder the right, but not the
obligation, to purchase or sell a certain amount of securities or
futures contracts during a specified period or on a specified date.
The main risk of investing in futures contracts and options is that these
instruments can amplify a gain or loss, potentially earning or losing
substantially more money than the actual cost of the instrument. In addition,
while a hedging strategy can guard against potential risks for the Fund as a
whole, it adds to the Fund's expenses and may reduce or eliminate potential
gains. There is also a risk that a futures contract or option intended as a
hedge may not perform as expected.
Defensive Investing. In response to unfavorable market conditions, the Fund may
make temporary investments that are not consistent with its principal investment
objective and policies.
Portfolio Turnover. Portfolio turnover refers to the frequency of portfolio
transactions and the percentage of portfolio assets being bought and sold during
the year. For the fiscal year ended December 31, 1999, the Fund had a portfolio
turnover rate in excess of ___%. A high portfolio turnover rate increases the
Fund's transaction costs.
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 ___% of the average daily net assets of the Fund.
Portfolio Management
Kenneth H. Bragdon, Portfolio Manager, Aeltus, has been the lead portfolio
manager for the Fund since December 1999. Mr. Bragdon has been with the Aetna
organization since 1979 and has 28 years of experience in the investment
business. Mr. Bragdon heads a team of portfolio managers each of whom
specializes in a particular asset class used in the management of the Fund.
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. With respect to any investments in foreign
securities, because those securities may be traded on markets that are open on
days when the Fund does not price its shares, the Fund's NAV may change even
though Fund shareholders may not be permitted to sell or redeem Fund shares.
6
<PAGE>
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 Monday through Friday.
The Fund may refuse to accept any purchase order, especially if as a result of
such order, in Aeltus' judgment, it would be too difficult to invest effectively
in accordance with the Fund's investment objective.
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.
The Fund is not designed for professional market timing organizations or other
entities using programmed or frequent exchanges. The Fund reserves the right to
reject any specific purchase or exchange request, including a request made by a
market timer.
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 a semi-annual basis.
Both income dividends and capital gains distributions are paid by the 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.
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
_______________, 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,
-----------------------------------------------------------------------------
1999 1998 1997 1996 1995+
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ $ $ $ $
---- ---- ---- ---- ----
Income from investment operations:
Net investment income + +
Net realized and change in
unrealized gain or loss on
investments
---- ---- ---- ---- ----
Total from investment operations
---- ---- ---- ---- ----
Less distributions:
From net investment income
From net realized gains on
investments
---- ---- ---- ---- ----
Total distributions
---- ---- ---- ---- ----
Net asset value, end of period $ $ $ $ $
==== ==== ==== ==== ====
Total return* % % % % %
Net assets, end of period (millions)
$ $ $ $ $
Ratio of net expenses to average net
assets % % % % %
Ratio of net investment income to
average net assets % % % % %
Portfolio turnover rate % % % % %
</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
<PAGE>
ADDITIONAL INFORMATION
The 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, as well as a
discussion of the market conditions and investment strategies that significantly
affected the Fund's performance during the past fiscal year.
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
1-800-262-3862 or writing to:
Aetna Growth and Income 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
EDGAR Database on the SEC's website (http://www.sec.gov) or at the SEC's public
reference room in Washington, D.C. You may call 1-202-942-8090 to get
information about the operations of the public reference room. You may obtain
copies of reports and other information about the Fund, after paying a
duplicating fee, by sending an e-mail request to: [email protected], or by
writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.
Investment Company Act File No. 811-2514.
<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
Fund(2)
(b) Amended and Restated Bylaws (adopted by Board of
Trustees September 13, 1994)(1)
(c) Instruments Defining Rights of Holders(3)
(d) Investment Advisory Agreement between Aeltus
Investment Management, Inc. (Aeltus)
and Aetna Variable Fund*
(e) Underwriting Agreement between Aetna Life Insurance
and Annuity Company (Aetna) and Aetna Variable
Fund(4)
(f) Directors' Deferred Compensation Plan(2)
(g) Custodian Agreement between Aetna Variable Fund and
Mellon Bank, N. A.(1)
(h.1) Administrative Services Agreement between Aeltus and
Aetna Variable Fund(2)
(h.2) License Agreement(5)
(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*
(p.2) Aetna Code of Ethics*
(p.3) Aetna Mutual Funds Code of Ethics*
(q.1) Power of Attorney (December 10, 1997)(6)
(q.2) Authorization for Signatures(7)
* To be filed by amendment.
1. Incorporated by reference to Post-Effective Amendment No. 48 to
Registration Statement on Form N-1A (File No. 2-51739), as filed
electronically on April 25, 1996.
2. Incorporated by reference to Post-Effective Amendment No. 53 to
Registration Statement on Form N-1A (File No. 2-51739), as filed
electronically on April 27, 1998.
3. Incorporated by reference to Post-Effective Amendment No. 50 to
Registration Statement on Form N-1A (File No. 2-51739), as filed
electronically on June 7, 1996.
<PAGE>
4. Incorporated by reference to Post-Effective Amendment No. 51 to
Registration Statement on Form N-1A (File No. 2-51739), as filed
electronically on February 18, 1997.
5. Incorporated by reference to Post-Effective Amendment No. 52 to
Registration Statement on Form N-1A (File No. 2-51739), as filed
electronically on April 11, 1997.
6. Incorporated by reference to Post-Effective Amendment No. 14 to
Registration Statement on Form N-1A (File No. 33-12723), as filed
electronically on March 10, 1999.
7. Incorporated by reference to Post-Effective Amendment No. 2 to Registration
Statement on Form N-1A (File No. 333-05173), as filed electronically 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 January 31, 2000 Aetna, and its
affiliates, owned 97.84% 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 26 of the Registration Statement on Form N-4 (File
No. 333-56297), as filed electronically with the Securities and
Exchange Commission on November 23, 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 the
Registrant's trustees and officers. In addition, the Registrant's
trustees and officers are covered under a directors and officers
errors and omissions liability insurance policy issued by ICI Mutual
Insurance Company, which expires October 1, 2002.
Section XI.B of the Administrative Services Agreement, incorporated
herein by reference to Exhibit (h.1) of this Post-Effective Amendment,
provides for indemnification of the Administrator.
Item 26. Business and Other Connections of Investment Adviser
- --------------------------------------------------------------
The investment adviser, 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 Income Shares,
Aetna Variable Encore Fund, 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, 1997/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.
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.
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.
Stephanie A. DeSisto Vice President
Amy R. Doberman Vice President, General Counsel (since December 1996) -- Aetna Retirement
Counsel and Secretary Services, Inc.
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, Equity Managing Director (since April 1996) -- Aeltus Trust
Investments Company; Managing Director (since August 1996) --
Aeltus Capital, Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
- ---- with Investment Adviser Since Oct. 31, 1997/Addresses*
----------------------- ------------------------------
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Frank Litwin Managing Director, Retail
Marketing and Sales
L. Charles Meythaler Managing Director, Director (since July 1997) -- Aeltus Trust Company;
Institutional Marketing Managing Director (since June 1997) -- Aeltus Trust
and Sales Company.
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, Aetna also acts as the principal underwriter for Aetna
Income Shares, Aetna Variable Encore Fund, 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 Director
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Positions and Offices with Principal Positions and Offices
Business Address* Underwriter with Registrant
------------------ ------------------------------------ ---------------------
<S> <C> <C>
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
Paul R. Donovan Senior Vice President None
Steven A. Haxton Senior Vice President None
Gary J. Hegedus Senior Vice President None
Willard I. Hill, Jr. Senior Vice President None
John Y. Kim Senior Vice President and Chief Investment Director
Officer
Martin T. Conroy Vice President and Treasurer None
Kathleen A. Murphy Senior Vice President and Deputy General None
Counsel
Therese Squillacote Vice President and Chief Compliance Officer None
Thomas P. Waldron Senior Vice President None
Kirk P. Wickman Senior Vice President, General Counsel and None
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.
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.
Shareholder records of direct shareholders are maintained by the
transfer agent, PFPC Inc., 4400 Computer Drive, Westborough,
Massachusetts 01581.
<PAGE>
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 Fund has duly caused this Post-Effective Amendment to be
signed on its behalf by the undersigned, duly authorized, in the City of
Hartford, and State of Connecticut, on the 16th day of February, 2000.
AETNA VARIABLE 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 )
)
David L. Grove* Trustee ) February 16,
- ------------------------------------------- ) 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) )
</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 Fund
EXHIBIT INDEX
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Exhibit No. Exhibit Page
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99-(i) Opinion and Consent of Counsel
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10 State House Square, SH11
Hartford, CT 06103-3602
Amy R. Doberman
Counsel
Aetna Variable Fund
February 16, 2000 (860) 275-2032
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 Fund
Post-Effective Amendment No. 55 to
Registration Statement on Form N-1A
(File No. 2-51739 and 811-2514)
Dear Sir or Madam:
The undersigned serves as counsel to Aetna Variable 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.
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I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Amy R. Doberman
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Amy R. Doberman
Counsel
