As filed with the Securities and Exchange File No. 33-12723
Commission on March 11, 1997 File No. 811-5062
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 11
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 14
AETNA GET FUND
151 Farmington Avenue RC4A, Hartford, Connecticut 06156
(860) 273-7834
Susan E. Bryant, Counsel
151 Farmington Avenue RC4A, Hartford, Connecticut 06156
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
[X] on March 14, 1997 pursuant to paragraph (b)(1)(v) of Rule 485
Aetna GET Fund has registered an indefinite number of its securities under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940. The Registrant filed its Rule 24f-2 Notice for its fiscal year ended
December 31, 1996 on February 28, 1997.
<PAGE>
Aetna GET Fund
Cross-Reference Sheet
Caption in Prospectus Dated
Form N-1A September 3, 1996 and as Amended by
Item No. Supplement Dated March 14, 1997
1. Cover Page Cover Page
2. Synopsis Summary
3. Condensed Financial Information Financial Highlights in the
Prospectus Supplement
4. General Description of Registrant Cover Page; Description of
Series C; Investment Techniques,
Risk Factors and Other
Considerations; General
Information
5. Management of the Fund Management of the Fund; Portfolio
Management and Performance in the
Prospectus Supplement
5.A Management's Discussion of Not Applicable
Fund Performance
6. Capital Stock and Other Securities General Information; Distributions
and Tax Status; Sale and
Redemption of Shares; Net Asset
Value
7. Purchase of Securities Being Offered Sale and Redemption of Shares; Net
Asset Value
8. Redemption or Repurchase Sale and Redemption of Shares; Net
Asset Value
9. Pending Legal Proceedings Not applicable
Part B Caption in Statement of Additional
Information Dated September 3,
1996 and as Amended by Supplement
Dated March 14, 1997
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History General Information and History
13. Investment Objectives and Policies Investment Objective and
Restrictions; Description of
Various Securities and Investment
Techniques; The Asset Allocation
Process; Supplement to the
Statement of Additional Information
14. Management of the Fund Trustees and Officers of the Trust;
Supplement to the Statement of
Additional Information
<PAGE>
Form N-1A Caption in Statement of Additional
Item No. Information Dated September 3, 1996
and as Amended by Supplement Dated
March 14, 1997
15. Control Persons and Principal Control Persons and Principal
Holders of Securities Shareholders
16. Investment Advisory and Other The Investment Advisory Agreement;
Services The Subadvisory Agreement; The
Administrative Services Agreement;
Independent Auditors; Custodian
17. Brokerage Allocation and Brokerage Allocation and Trading
Other Practices Policies
18. Capital Stock and Other Securities Description of Shares; Voting
Rights
19. Purchase, Redemption and Pricing of Net Asset Value; Sale and
Securities Being Offered Redemption of Shares
20. Tax Status Tax Status
21. Underwriters Principal Underwriter
22. Calculation of Performance Data Not Applicable
23. Financial Statements Financial Statements in the
Supplement to the Statement of
Additional Information
Part C
Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C of the Registration Statement.
<PAGE>
PARTS A AND B
The Prospectus and the Statement of Additional Information are incorporated into
Part A and Part B of this Post-Effective Amendment No. 11, respectively, by
reference to Post-Effective Amendment No. 8 to the Registration Statement on
Form N-1A (File No. 33-12723), as filed electronically on June 14, 1996.
<PAGE>
AETNA GET FUND
Series C Shares
March 14, 1997 Supplement to the Prospectus dated September 3, 1996
This supplement amends the Prospectus dated September 3, 1996 as follows:
The following Section is added to the Prospectus immediately following the
Section entitled "Summary":
FINANCIAL HIGHLIGHTS
The selected data presented below for the period ended December 31, 1996 are
derived from the financial statements of the Fund, which statements have been
audited by KPMG Peat Marwick LLP, independent auditors.
Selected data for an outstanding share of Series C throughout the period:
Period from
December 17, 1996 to
December 31, 1996
Net asset value per share,
beginning of period $ 10.125
--------
Income From Investment
Operations
Net investment income 0.009
Net realized and unrealzed
gain on investments 0.146
--------
Total from Investment
Operations 0.155
--------
Less Distributions
Dividends from net
investment income (0.050)
--------
Total Distributions (0.050)
--------
Net asset value per share,
end of period $ 10.230
========
Total Return* 1.52%
Net assets, end of period
(000's) $208,442
Ratio of total expenses to
average net assets** 0.75%
Ratio of net investment income
to average net assets** 3.04%
Portfolio turnover rate 6.25%
Average commission rate
paid per share $ 0.0342
*The total return percentage does not reflect any separate account charges
under variable annuity contracts and variable life policies.
**Annualized.
Additional information about the performance of the Fund is contained in the
Fund's Annual Report dated December 31, 1996. The Annual Report and independent
auditors' report thereon is incorporated herein by reference and is available,
without charge, by writing to the Fund at the address listed on the cover of the
Prospectus or by calling 1-800-525-4225.
The following replaces the Section entitled "Portfolio Management and
Performance" on page 10:
Portfolio Management and Performance
The following individuals are primarily responsible for the day-to-day
management of Series C.
Geoffrey A. Brod, Vice President, Aeltus, is responsible for managing the
Equity Component of Series C. Mr. Brod has over 30 years experience in
quantitative applications and has over 9 years experience in equity investing.
Mr. Brod has been with the Aetna organization since 1966.
Hugh Whelan, Vice President, Aeltus, is responsible for managing the Fixed
Component of Series C. Mr. Whelan was appointed to that position in December,
1996. Mr. Whelan has been managing fixed income portfolios for Aeltus since
1993. Mr. Whelan has been with the Aetna organization since 1989.
The following replaces the information currently in the Prospectus under the
headings entitled "GET Series 'A' Performance" and "GET Series 'B'
Performance" on pages 11 and 12, respectively.
GET Series "A" Performance
[begin line chart]
Growth of $10,000
GET A S&P 500 Lehman Aggregate
Aug-87 10.01 10.37 9.95
Nov-87 10.11 7.30 10.16
Feb-88 11.20 8.57 10.75
May-88 11.25 8.47 10.56
Aug-88 11.05 8.53 10.79
Nov-88 11.42 9.01 11.10
Feb-89 11.98 9.59 11.19
May-89 13.15 10.74 11.78
Aug-89 14.14 11.87 12.21
Nov-89 14.26 11.79 12.69
Feb-90 13.86 11.40 12.62
May-90 15.12 12.53 12.88
Aug-90 14.14 11.28 13.09
Nov-90 14.39 11.38 13.66
Feb-91 16.05 13.08 14.16
May-91 16.73 14.00 14.50
Aug-91 16.78 14.32 15.01
Nov-91 16.66 13.70 15.62
Feb-92 17.94 15.17 15.97
May-92 18.15 15.39 16.30
Aug-92 18.17 15.43 17.03
Nov-92 18.51 16.22 17.01
[end line chart]
The above graph reflects the results of a $10,000 investment in Series A of
the Aetna GET Fund from its inception, August 17, 1987, through its
liquidation on November 30, 1992. It also shows the results of $10,000
investments in S&P 500 and Lehman Aggregate, two unmanaged indices, for the
same period.
The Series A line reflects the deduction of the advisory fee and other
expenses for Series A and certain separate account charges. The advisory fee
for Series A was .50% annually calculated on the average daily net assets of
the Series (.25% prior to December 1, 1987). The advisory fee and other
expenses for Series C of the Aetna GET Fund offered by this prospectus are
.40% during the Offering Period (.25% advisory fee and .15% administrative
services fee) and .75% during the Guaranteed Period (.60% advisory fee and
0.15% administrative services fee). The Series A line also reflects the
deduction of Series A other expenses and of a separate account charge of
1.25% for Mortality and Expense and the GET Guarantee Charge of .25%. Please
refer to your Contract prospectus for Contract charges as actual Contract
charges vary.
It should be noted that the stock market fell sharply on October 19, 1987.
Series A was invested in money market securities at that time and was not
affected by the fall. This explains the large divergence between the
performance of Series A noted above and performance of the S&P 500 index
during the first months of Series A operations. The percentage mix of fixed
income and equity securities in Series C is expected to be different than
that of Series A, since it is based on the economic factors at the beginning
of the Guaranteed Period of the Series.
Form No. XGETC.1-2
<PAGE>
GET Series "B" Performance
[begin line chart]
Growth of $10,000
Get B S&P 500 Lehman Aggregate
Jul-94 10.29 10.33 10.21
Sep-94 10.24 10.50 10.06
Dec-94 10.16 10.49 10.10
Mar-95 10.68 11.51 10.61
Jun-95 11.55 12.60 11.26
Sep-95 12.33 13.61 11.48
Dec-95 12.85 14.42 11.97
Mar-96 13.58 15.20 11.75
Jun-96 14.09 15.88 11.82
Sep-96 14.40 16.38 12.04
Dec-96 15.63 17.75 12.40
[end line chart]
The above graph reflects the results of a $10,000 investment in Series B of the
Aetna GET Fund from commencement of operations, July 1, 1994, through September
30, 1996. It also shows the results of $10,000 investments in S&P 500 and Lehman
Aggregate, two unmanaged indices, for the same period.
The maturity date of Series B is June 30, 1999. The Series B line reflects
the deduction of the advisory fee and other expenses for Series B and certain
separate account charges. The advisory fee is .75% (.25% prior to July 1,
1994) annually calculated on the average daily net assets of Series B. The
Series B line also reflects the deduction of Series B other expenses and of a
separate account charge of 1.25% for Mortality and Expense and the GET
Guarantee Charge of .25%. Please see your Contract prospectus for Contract
charges as actual Contract charges may vary.
The percentage mix of fixed income and equity securities in Series C is
expected to be different than that of Series B, since it is based on the
economic factors at the beginning of the Guaranteed Period of the Series.
Form No. XGETC.1-2
<PAGE>
AETNA GET FUND
SERIES C
March 14, 1997 Supplement to Statement of Additional Information
This Supplement amends the Statement of Additional Information (SAI) dated
September 3, 1996, as follows:
The following is added on page 3 as new paragraph No. 10:
(10) Invest in securities issued by any entity listed in the Wall
Street Journal's Quarterly "Corporate Performance Report" under the heading
"Consumer, Noncyclical-Tobacco" or is otherwise determined by the Adviser to be
primarily involved in the production or distribution of tobacco products.
The following replaces the section entitled "Trustees and Officers of the Trust"
on pages 22 through 26.
TRUSTEES AND OFFICERS OF THE TRUST
The investments and administration of the Trust are under the direction of the
Board of Trustees. The Trustees and executive officers of the Trust and their
principal occupations for the past five years are listed below. Those Trustees
who are "interested persons," as defined in the 1940 Act, are indicated by an
asterisk (*). All Trustees and officers hold similar positions with other
investment companies in the same Fund Complex managed by ALIAC as the investment
adviser. The Fund Complex presently consists of Aetna Series Fund, Inc., Aetna
Variable Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna Investment
Advisers Fund, Inc., Aetna GET Fund, Aetna Generation Portfolios, Inc. and Aetna
Variable Portfolios, Inc.
Form No. XGETC.2(s)
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation During Past Five Years
Position(s) Held with (and Positions held with Affiliated Persons or
Name Address and Age Registrant Principal Underwriters of the Registrant)
- ------------------------------------ ----------------------------- -------------------------------------------------
<S> <C> <C>
Shaun P. Mathews* Trustee and President Vice President/Senior Vice President, ALIAC,
151 Farmington Avenue March 1991 to present and Vice President, Aetna
Hartford, Connecticut Life Insurance Company, 1991 to present.
Age 41 Director and President, Aetna Investment
Services, Inc.; and Director and
Senior Vice President, Aetna Insurance
Company of America, March 1991 to present.
- ------------------------------------ ----------------------------- -------------------------------------------------
Wayne F. Baltzer Vice President Assistant Vice President, ALIAC, May 1991 to
151 Farmington Avenue present; Vice President, Aetna Investment
Hartford, Connecticut Services, Inc. July 1993 to present.
Age 53
- ------------------------------------ ----------------------------- -------------------------------------------------
Martin T. Conroy Vice President Assistant Treasurer, ALIAC, October 1991 to
151 Farmington Avenue present;
Hartford, Connecticut
Age 57
- ------------------------------------ ----------------------------- -------------------------------------------------
J. Scott Fox Vice President and Treasurer Director, Managing Director, Chief Operating
242 Trumbull Street Officer, Chief Financial Officer and Treasurer,
Hartford, Connecticut Aeltus Investment Management, Inc. (Aeltus),
Age 42 April 1994 to present; Managing Director and
Treasurer, Equitable Capital management Corp.,
March 1987 to September 1993. Director and
Chief Financial Officer, Aeltus Capital, Inc.
and Aeltus Trust Company, Inc.; Director,
President and Chief Executive Officer, Aetna
Investment Management, (Bermuda) Holding, Ltd.
<PAGE>
Susan E. Bryant Secretary Counsel, Aetna Inc. (formerly Aetna Life and
151 Farmington Avenue Casualty Company) March 1993 to present;
Hartford, Connecticut General Counsel and Corporate Secretary, First
Age 49 Investors Corporation, April 1991 to March
1993. Secretary, Aetna Investment Services,
Inc. and Vice President and Senior Counsel,
Aetna Financial Services, Inc.
- ------------------------------------ ----------------------------- -------------------------------------------------
Morton Ehrlich Trustee Chairman and Chief Executive Officer,
1000 Venetian Way Integrated Management Corp. (an entrepreneurial
Miami, Florida company) and Universal Research Technologies,
Age 62 1992 to present; Director and Chairman, Audit
Committee, National Bureau of Economic
Research, 1985 to 1992.
- ------------------------------------ ----------------------------- -------------------------------------------------
Maria T. Fighetti Trustee Manager/Attorney, Health Services, New York
325 Piermont Road City Department of Mental Health, Mental
Closter, New Jersey Retardation and Alcohol Services, 1973 to
Age 53 present.
- ------------------------------------ ----------------------------- -------------------------------------------------
David L. Grove Trustee Private Investor; Economic/Financial
5 The Knoll Consultant, December 1985 to present.
Armonk, New York
Age 78
- ------------------------------------ ----------------------------- -------------------------------------------------
Timothy A. Holt* Trustee Director, Senior Vice President and Chief
151 Farmington Avenue Financial Officer, ALIAC, February 1996 to
Hartford, Connecticut present; Vice President, Portfolio
Age 43 Management/Investment Group, Aetna Inc.
(formerly Aetna Life and Casualty Company),
June 1991 to February 1996. Director and Vice
President Aetna Retirement Holdings, Inc.
<PAGE>
Daniel P. Kearney* Trustee Director, President, and Chief Executive
151 Farmington Avenue Officer, ALIAC, December 1993 to present;
Hartford, Connecticut Executive Vice President, Aetna Inc. (formerly
Age 57 Aetna Life and Casualty Company), December 1993
to present; Group Executive, Aetna Inc.
(formerly Aetna Life and Casualty Company),
1991 to 1993; Director, Aetna Investment
Services, Inc., November 1994 to present;
Director, Aetna Insurance Company of America,
May 1994 to present.
- ------------------------------------ ----------------------------- -------------------------------------------------
Sidney Koch Trustee Financial Adviser, self-employed, January 1993
455 East 86th Street to present; Senior Adviser, Daiwa Securities
New York, New York America, Inc., January 1992 to January 1993;
Age 61 Executive Vice President, Member of Executive
Committee, Daiwa Securities America, Inc.,
January 1986 to January 1992.
- ------------------------------------ ----------------------------- -------------------------------------------------
Corine T. Norgaard Trustee, Chair Audit Dean of the Barney School of Business,
556 Wormwood Hill Committee and Contract University of Hartford, (West Hartford, CT),
Mansfield Center, Connecticut Committee August 1996 to present; Professor, Accounting
Age 59 and Dean of the School of Management, Binghamton
University, (Binghamton, NY), August
1993 to August 1996; Professor, Accounting,
University of Connecticut, (Storrs, Connecticut),
September 1969 to June 1993; Director, The
Advest Group (holding company for brokerage firm)
through September 1996.
- ------------------------------------ ----------------------------- -------------------------------------------------
Richard G. Scheide Trustee Trust and Private Banking Consultant, David
11 Lily Street Ross Palmer Consultants, July 1991 to present.
Nantucket, Massachusetts
Age 67
</TABLE>
* Interested persons as defined in the Investment Company Act of 1940
(1940 Act).
<PAGE>
During the year ended December 31, 1996, members of the Boards of the Funds
within the Aetna Fund Complex who are also directors, officers or employees of
Aetna Inc. and its affiliates were not entitled to any compensation from the
Funds. Members of the Boards who are not affiliated as employees of Aetna or its
subsidiaries are entitled to receive an annual retainer of $30,000 for service
on the Boards of the Funds within the Aetna Fund Complex. In addition, each such
member will receive a fee of $5,000 per meeting for each regularly scheduled
Board meeting; $5,000 for each Contract Committee meeting which is held on any
day on which a regular Board meeting is not scheduled; and $3,000 for each
committee meeting other than for a Contract Committee meeting on any day on
which a regular Board meeting is not scheduled. A Committee Chairperson fee of
$2,000 each will be paid to the Chairperson of the Contract and Audit
Committees. All of the above fees are to be allocated proportionately to each
Fund within the Aetna Fund Complex based on the net assets of the Fund as of the
date compensation is earned.
Total Compensation from
Aggregate Compensation Registrant and Fund
Name of Person, Position from Registrant Complex Paid to Trustees
- ------------------------ ---------------------- ------------------------
Corine Norgaard $892 $72,950
Trustee and Chairman of
Audit and Contract
Committees
Sidney Koch $892 $72,950
Trustee
Maria T. Fighetti $782 $63,950
Trustee
Morton Ehrlich $782 $63,950
Trustee
Richard G. Scheide $843 $68,950
Trustee
David L. Grove $843 $68,950*
Trustee
*Mr. Grove elected to defer all such compensation.
<PAGE>
Financial Statements for Aetna GET Fund are incorporated herein by reference to
the Annual Report dated December 31, 1996. A copy of the Annual Report is
available upon request at no charge by calling 1-800-525-4225 or by writing to
Aetna Get Fund, at 151 Farmington Avenue, Hartford, CT 06156-8962.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
(1) Included in Part A as supplemented on March 14, 1997:
Financial Highlights
(2) Included in Part B by incorporation by reference to the
Fund's Annual Report dated December 31, 1996, as filed
electronically with the Securities and Exchange Commission
on March 7, 1997 (File No. 811-5062):
Aetna GET Fund - Series B
Portfolio of Investments as of December 31, 1996
Statement of Assets and Liabilities as of December
31, 1996
Statement of Operations for the year ended
December 31, 1996
Statements of Changes in Net Assets for the years
ended December 31, 1996 and 1995
Aetna GET Fund - Series C
Portfolio of Investments as of December 31, 1996
Statement of Assets and Liabilities as of December
31, 1996
Statement of Operations for the period from
September 16, 1996 to December 31, 1996
Statement of Changes in Net Assets for the period
from September 16, 1996 to December 31, 1996
Notes to Financial Statements.
Independent Auditors' Report
(b) Exhibits:
(1)(a) Declaration of Trust(1)
(1)(b) Form of Amendment to Declaration of Trust(1)
(2) Amended and Restated By-laws(1)
(3) Not applicable
(4) Instruments Defining Rights of Holders(2)
(5)(a) Form of Investment Advisory Agreement between
Aetna Life Insurance and Annuity
Company and the Registrant(1)
(5)(b) Form of Subadvisory Agreement between Aetna Life
Insurance and Annuity Company, the Registrant and
Aeltus Investment Management, Inc.(1)
<PAGE>
(6) Form of Underwriting Agreement between the
Registrant and Aetna Life Insurance and
Annuity Company(1)
(7) Not applicable
(8)(a) Custodian Agreement - Mellon Bank, N.A. and
depository contracts(1)
(8)(b) Amendment to Custodian Agreement(1)
(9)(a) Form of Administrative Services Agreement(1)
(9)(b) License Agreement(1)
(10)(a) Opinion of Counsel(3)
(10)(b) Consent of Counsel
(11) Consent of Independent Auditors
(12) Not applicable
(13) Agreement Concerning Initial Capital
(14) Not applicable
(15) Not applicable
(16) Schedule for Computation of Performance Data(4)
(17) See Item 27
(18) Not Applicable
(19) Powers of Attorney(2)
(27) Financial Data Schedules
1. Incorporated herein by reference to Post-Effective Amendment No. 8 to
Registration Statement on Form N-1A (File No. 33-12723), as filed
electronically with the Securities and Exchange Commission on June 14,
1996.
2. Incorporated herein by reference to Post-Effective Amendment No. 9 to
Registration Statement on Form N-1A (File No. 33-12723), as filed
electronically with the Securities and Exchange Commission on December 31,
1996.
3. Incorporated by reference to Registrant's Rule 24f-2 notice for the fiscal
year ended December 31, 1996, as filed electronically with the Securities
and Exchange Commission on February 28, 1997.
4. Incorporated herein by reference to Post-Effective Amendment No. 10 to
Registration Statement on Form N-1A (File No. 33-12723), as filed
electronically with the Securities and Exchange Commission on February 25,
1997
<PAGE>
Item 25. Persons Controlled by or Under Common Control
Registrant is a Massachusetts business trust for which separate
financial statements are filed. As of February 28, 1997, all of the
Registrant's outstanding shares were held in the name of Aetna Life
Insurance and Annuity Company
Aetna Life Insurance and Annuity Company is a wholly owned subsidiary
of Aetna Retirement Holdings, Inc., which is in turn a wholly owned
subsidiary of Aetna Retirement Services, Inc., and an indirectly
wholly owned subsidiary of Aetna Inc.
A diagram of all persons directly or indirectly under common control
with the Registrant is incorporated herein by reference to Item 26 of
Post-Effective Amendment No. 12 to the Registration Statement on Form
N-4 (File No. 33-75964), as filed electronically with the Securities
and Exchange Commission on February 11, 1997.
Item 26. Number of Holders of Securities
(1) Title of Class (2) Number of Record Holders
Shares of Beneficial Interest One
$1.00 par value
Item 27. Indemnification
Article V of the Registrant's Declaration of Trust provides for indemnification
of trustees and officers. In addition, the Registrant's officers and trustees
are covered under a directors and officers errors and omissions liability
insurance policy issued by Gulf Insurance Company which expires in October,
1997.
The text of Massachusetts indemnification statute, Section 67, describing the
circumstances under which the Registrant may be required to indemnify its
directors, officers, or employees, as most recently amended in 1983, is as
follows:
Indemnification of directors, officers, employees and other agents of a
corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by it
to whatever extent shall be specified in or authorized by (i) the articles of
organization or (ii) a by-law adopted by the stockholders or (iii) a vote
adopted by the holders of a majority of the shares of stock entitled to vote on
the election of directors. Except as the articles of organization or by-laws
otherwise require, indemnification of any persons referred to in the preceding
sentence who are not directors of the corporation may be provided by it to the
extent authorized by the directors. Such indemnification may include payment by
the corporation of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he shall be adjudicated to be not entitled to
<PAGE>
indemnification under this section which undertaking may be accepted without
reference to the financial ability of such person to make repayment. Any such
indemnification may be provided although the person to be indemnified is no
longer an officer, director, employee or agent of the corporation or of such
other organization or no longer serves with respect to any such employee benefit
plan.
No indemnification shall be provided for any person with respect to any matter
as to which he shall have been adjudicated in any proceeding not to have acted
in good faith in the reasonable belief that his action was in the best interest
of the corporation or to the extent that such matter relates to service with
respect to an employee benefit plan, in the best interests of the participants
or beneficiaries of such employee benefit plan.
The absence of any express provisions for indemnification shall not limit any
right of indemnification existing independently of this section.
A corporation shall have power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or other agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization or with
respect to any employee benefit plan, against any liability incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability.
Item 28. Business and Other Connections of Investment Adviser
The Investment Adviser, Aetna Life Insurance and Annuity Company
(Aetna), is an insurance company that issues variable and fixed
annuities, variable and universal life insurance policies and acts
as principal underwriter and depositor for separate accounts
holding assets for variable contracts and policies. It also acts as
the principal underwriter and investment adviser for the Registrant
and Aetna Series Fund, Inc., Aetna Variable Fund, Aetna Income
Shares, Aetna Variable Encore Fund, Aetna Investment Advisers Fund,
Inc., Aetna Variable Portfolios, Inc., and Aetna Generation
Portfolios, Inc. (all management investment companies registered
under the Investment Company Act of 1940 (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).
<PAGE>
The following table summarizes the business connections of the
directors and principal officers of the Investment Adviser.
<TABLE>
<CAPTION>
--------------------- -------------------------- ----------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
with Investment Adviser Since Oct. 31, 1994/Addresses*/**
--------------------- -------------------------- ----------------------------------------------
<S> <C> <C>
Daniel P. Kearney Director, President and, President (since December 1995) -- Aetna
Executive Officer Retirement Services, Inc.; President (since
December 1993) -- Aetna Life Insurance and
Annuity Company; Executive Vice President
(since December 1993) -- Aetna Inc. (formerly
Aetna Life and Casualty Company); Director,
(since 1992) MBIA, Inc.
Christopher J. Burns Director and Senior Director: Aetna Financial Services, Inc.
Vice President (since January 1996) and Aetna Investment
Services, Inc. (since July 1992) and
President, Chief Operations Officer (since
November 1996) -- Aetna Investment Services,
Inc.
Laura R. Estes Director and Senior Senior Vice President, (since March 1991) --
Vice President Aetna Life Insurance and Annuity Company.
Timothy A. Holt Director, Senior Senior Vice President and Chief Financial
Vice President and Officer, (since February 1996) -- Aetna Life
Chief Financial Officer Insurance and Annuity Company; Vice President
(June 1991 - February 1996) -- Portfolio
Management/Investment Group, Aetna Inc.
(formerly known as Aetna Life and Casualty
Company); Director (since March 1996) -- Aetna
Retirement Holdings, Inc.; Vice President
(since September 1996) -- Aetna Retirement
Holdings, Inc.
<PAGE>
Gail P. Johnson Director and Vice President (since December 1992) --
Vice President Aetna Life Insurance and Annuity Company.
John Y. Kim Director and Senior President (since December 1995) -- Aeltus
Vice President Investment Management, Inc.; Chief
Investment Officer (since May 1994) Aetna
Life Insurance and Annuity Company.
Shaun P. Mathews Director and Vice President (since February 1996), Senior
Vice President Vice President (March 1991 - Present) --
Aetna Life Insurance and Annuity Company;
Director: Aetna Investment Services, Inc.
(since July 1993) and Aetna Insurance
Company of America (since February 1993).
Glen Salow Director and Vice President (since 1992) -- Aetna Life
Vice President Insurance and Annuity Company.
Creed R. Terry Director and Vice President (since February 1996), Market
Vice President Strategist (August 1995 - February 1996) --
Aetna Life Insurance and Annuity Company;
President, (1991 - 1995) Chemical Technology
Corporation (a subsidiary of Chemical Bank).
Kirk P. Wickman Vice President, Vice President, Counsel and Secretary (since
General Counsel November 1996) -- Aetna Life Insurance and
and Secretary Annuity Company; Counsel (June 1994 - November
1996) -- Aetna Life Insurance Company.
<PAGE>
Deborah Koltenuk Vice President Vice President, Investment Planning and
and Treasurer, Financial Reporting (April 1996 to July
Corporate Controller 1996) -- Aetna Life Insurance Company; Vice
President, Investment Planning and Financial
Reporting (October 1994 to April 1996) Aetna
Life Insurance Company, the Aetna Casualty and
surety Company and The Standard Fire and
Insurance Company.
Frederick D. Kelsven Vice President Director of Compliance (January 1985 to
and Chief Compliance September 1996) -- Nationwide Life Insurance
Officer Company.
</TABLE>
* The principal business address of each person named is 151 Farmington
Avenue, Hartford, Connecticut 06156.
** Certain officers and directors of the investment adviser currently hold
(or have held during the past two years) other positions with
affiliates of the Registrant that are not deemed to be principal
positions.
For information regarding Aeltus Investment Management, Inc. (Aeltus), the
subadviser for each Series of the Fund, reference is hereby made to "Management
of The Fund" in the Prospectus. For information as to the business, profession,
vocation or employment of a substantial nature of each of the officers and
directors of Aeltus, reference is hereby made to the current Form ADV (File No.
801-9046), of Aeltus filed under the Investment Advisers Act of 1940,
incorporated herein by reference.
Item 29. Principal Underwriters
(a) In addition to serving as the principal underwriter and investment
adviser for the Registrant, Aetna Life Insurance and Annuity
Company (Aetna) also acts as the principal underwriter and
investment adviser for Aetna Variable Fund; Aetna Series Fund,
Inc.; Aetna Generation Portfolios, Inc.; Aetna Variable Portfolios,
Inc., Aetna Variable Encore Fund, Aetna Income Shares and Aetna
Investment Advisers Fund, Inc. (all management investment companies
registered under the Investment Company Act of 1940 (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
<PAGE>
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:
----------------------- ---------------------------------------- --------------
Name and Principal Positions and Offices Positions and
Business Address* with Principal Underwriter Offices with
Registrant
----------------------- ---------------------------------------- --------------
Daniel P. Kearney Director and President Trustee
Timothy A. Holt Director, Senior Vice President and Trustee
Chief Financial Officer
Christopher J. Burns Director and Senior Vice President None
Laura R. Estes Director and Senior Vice President None
Gail P. Johnson Director and Vice President None
John Y. Kim Director and Senior Vice President None
Shaun P. Mathews Director and Vice President Trustee and
President
Glen Salow Director and Vice President None
Creed R. Terry Director and Vice President None
Kirk P. Wickman Vice President, General Counsel and None
Secretary
Deborah Koltenuk Vice President and Treasurer, None
Corporate Controller
Frederick D. Kelsven Vice President and Chief Compliance None
Officer
* The principal business address of all directors and officers listed is
151 Farmington Avenue, Hartford, Connecticut 06156.
(c) Not applicable.
<PAGE>
Item 30. 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, Aetna, maintain physical possession of
each account, book or other documents at their principal place of business
located at:
151 Farmington Avenue
Hartford, Connecticut 06156.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
The Registrant undertakes that if requested by the holders of at least 10% of a
Series outstanding shares, the Registrant will hold a shareholder meeting for
the purpose of voting on the removal of one or more Directors and will assist
with communication concerning that shareholder meeting as if Section 16(c) of
the Investment Company Act of 1940 applied.
The Registrant undertakes to furnish to each person to whom a prospectus is
delivered a copy of the Fund's latest annual report to shareholders, upon
request and without charge.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the Securities Act of 1933 and the Investment Company Act of 1940,
the Registrant certifies that it meets all of the requirements for effectiveness
of this Registration Statement pursuant to Rule 485(b) under the Securities Act
of 1933 and has duly caused this Post-Effective Amendment No. 11 to its
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 11th
day of March, 1997.
AETNA GET FUND
-------------------------
Registrant
By /s/ Shaun P. Mathews*
---------------------
Shaun P. Mathews
President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 11 to the Registration Statement has been signed below by the
following persons on March 11, 1997 in the capacities indicated.
Signature Title
Shaun P. Mathews*
- ------------------------------------------ President and Trustee
Shaun P. Mathews (Principal Executive Officer)
Morton Ehrlich*
- ------------------------------------------ Trustee
Morton Ehrlich
Maria T. Fighetti*
- ------------------------------------------ Trustee
Maria T. Fighetti
David L. Grove*
- ------------------------------------------ Trustee
David L. Grove
Daniel P. Kearney*
- ------------------------------------------ Trustee
Daniel P. Kearney
Timothy A. Holt*
- ------------------------------------------ Trustee
Timothy A. Holt
<PAGE>
Sidney Koch*
- ------------------------------------------ Trustee
Sidney Koch
Corine T. Norgaard*
- ------------------------------------------ Trustee
Corine T. Norgaard
Richard G. Scheide*
- ------------------------------------------ Trustee
Richard G. Scheide
J. Scott Fox*
- ------------------------------------------ Vice President and Treasurer
J. Scott Fox (Principal Financial and
Accounting Officer)
By: /s/ Susan E. Bryant
-----------------------
*Susan E. Bryant
Attorney-in-Fact
<PAGE>
Aetna GET Fund
EXHIBIT INDEX
Exhibit No. Exhibit Page
99-b(1)(a) Declaration of Trust *
99-b(1)(b) Form of Amendment to Declaration of Trust *
99-b(2) Amended and Restated By-laws *
99-b(4) Instruments Defining Rights of Holders *
99-b(5)(a) Form of Investment Advisory Agreement between Aetna *
Life Insurance and Annuity Company and the Registrant
99-b(5)(b) Form of Subadvisory Agreement between Aetna Life *
Insurance and Annuity Company, the Registrant and
Aeltus Investment Management, Inc.
99-b(6) Form of Underwriting Agreement between the Registrant *
and Aetna Life Insurance and Annuity Company
99-b(8)(a) Custodian Agreement - Mellon Bank, N.A. and *
depository contracts
99-b(8)(b) Amendment to Custodian Agreement *
99-b(9)(a) Form of Administrative Services Agreement *
99-b(9)(b) License Agreement *
99-b(10)(a) Opinion of Counsel *
99-b(10)(b) Consent of Counsel
---------
99-b(11) Consent of Independent Auditors
---------
99-b(13) Agreement Concerning Initial Capital
---------
99-b(16) Schedule for Computation of Performance Data *
99-b(19) Powers of Attorney *
27 Financial Data Schedules
---------
*Incorporated by reference.
[logo]
151 Farmington Avenue
Hartford, CT 06156
[Aetna Logo] Susan E. Bryant
Counsel
Law Division, RC4A
Investments & Financial Services
March 11, 1997 (860) 273-7834
Fax: (860) 273-0356
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I hereby
consent to the use of my opinion dated February 28, 1997 (incorporated by
reference to the Rule 24f-2 Notice for the fiscal year ended December 31, 1996
filed on behalf of Aetna GET Fund) as an exhibit to this Post-Effective
Amendment No. 11 on Form N-1A to Registration Statement (File Nos. 33-12723 and
811-5062).
Sincerely,
/s/ Susan E. Bryant
- -------------------
Susan E. Bryant
Consent of Independent Auditors
The Board of Trustees
Aetna GET Fund
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
March 11, 1997
October 22, 1993
The Board of Trustees
Aetna GET Fund
151 Farmington Avenue
Hartford, CT 06156-8962
As you know, Aetna Life Insurance and Annuity Company ("ALIAC") has provided
$100,000 of initial capital to Aetna GET Fund Series B (Series B), principally
to enable Series B to meet the requirements of Section 14(a)(1) of the
Investment Company Act of 1940 prior to commencing a public offering of its
shares.
Form N-1A under the Securities Act of 1933 and the Investment Company Act of
1940 requires that there be filed with the Fund's registration statement, as an
exhibit,
"copies of any agreements or understandings made in consideration for
providing the initial capital between or among the Registrant, the
underwriter, adviser, promoter or initial stockholders and written
assurances from promoters or initial stockholders that their purchases
were made for investment purposes without any present intention of
redeeming or reselling;"
This will advise you that, while there are no agreements or understandings
between Series B and ALIAC in consideration for ALIAC's providing Series B's
initial capital, ALIAC hereby assures you that its purchase of $100,000 worth of
the shares of Series B was made for investment purposes and that ALIAC has no
present intention of redeeming or reselling those shares. ALIAC does, however,
reserve freedom of action with regard to the possible redemption of those shares
in the future at a time and in a manner which would be consistent with the
Securities Act of 1933 and the Investment Company Act of 1940.
Very truly yours,
/s/ James C. Hamilton
- ---------------------
James C. Hamilton
Vice President and Treasurer
Aetna Life Insurance and Annuity Company
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811637
<NAME> Aetna Get Fund
<SERIES>
<NUMBER> 01
<NAME> Series B
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 70,661,848
<INVESTMENTS-AT-VALUE> 84,459,920
<RECEIVABLES> 174,508
<ASSETS-OTHER> 9,056
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 84,643,484
<PAYABLE-FOR-SECURITIES> 1,424,648
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 202,469
<TOTAL-LIABILITIES> 1,627,117
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 53,161,127
<SHARES-COMMON-STOCK> 5,838,084
<SHARES-COMMON-PRIOR> 7,141,879
<ACCUMULATED-NII-CURRENT> 315,700
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 15,739,369
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 13,800,171
<NET-ASSETS> 83,016,367
<DIVIDEND-INCOME> 1,884,854
<INTEREST-INCOME> 686,596
<OTHER-INCOME> 0
<EXPENSES-NET> (778,250)
<NET-INVESTMENT-INCOME> 1,793,200
<REALIZED-GAINS-CURRENT> 15,668,922
<APPREC-INCREASE-CURRENT> 1,803,599
<NET-CHANGE-FROM-OPS> 19,265,721
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,477,500)
<DISTRIBUTIONS-OF-GAINS> (4,993,546)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 41,466
<NUMBER-OF-SHARES-REDEEMED> (1,867,727)
<SHARES-REINVESTED> 522,466
<NET-CHANGE-IN-ASSETS> (5,553,266)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 5,083,088
<OVERDISTRIB-NII-PRIOR> (19,095)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 687,514
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 778,250
<AVERAGE-NET-ASSETS> 91,661,604
<PER-SHARE-NAV-BEGIN> 12.401
<PER-SHARE-NII> 0.283
<PER-SHARE-GAIN-APPREC> 2.489
<PER-SHARE-DIVIDEND> (0.230)
<PER-SHARE-DISTRIBUTIONS> (0.723)
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<PER-SHARE-NAV-END> 14.220
<EXPENSE-RATIO> 0.85
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811637
<NAME> Aetna Get Fund
<SERIES>
<NUMBER> 02
<NAME> Series C
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> SEP-16-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 214,625,877
<INVESTMENTS-AT-VALUE> 217,193,256
<RECEIVABLES> 86,539
<ASSETS-OTHER> 1,815
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 217,281,610
<PAYABLE-FOR-SECURITIES> 8,209,233
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<OTHER-ITEMS-LIABILITIES> 630,645
<TOTAL-LIABILITIES> 8,839,878
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<PAID-IN-CAPITAL-COMMON> 205,298,548
<SHARES-COMMON-STOCK> 20,376,028
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 285,668
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 43,887
<OVERDISTRIBUTION-GAINS> 0
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<DIVIDEND-INCOME> 81,659
<INTEREST-INCOME> 1,369,609
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<NET-INVESTMENT-INCOME> 1,301,751
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<NET-CHANGE-FROM-OPS> 4,159,267
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,016,083)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 20,323,071
<NUMBER-OF-SHARES-REDEEMED> (44,956)
<SHARES-REINVESTED> 97,913
<NET-CHANGE-IN-ASSETS> 208,441,732
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
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<INTEREST-EXPENSE> 0
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<AVERAGE-NET-ASSETS> 101,252,278
<PER-SHARE-NAV-BEGIN> 10.125
<PER-SHARE-NII> 0.009
<PER-SHARE-GAIN-APPREC> 0.146
<PER-SHARE-DIVIDEND> (0.050)
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</TABLE>
