As filed with the Securities and Exchange File No. 33-27247
Commission on April 25, 1996 File No. 811-5773
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 12
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 18
AETNA INVESTMENT ADVISERS FUND, INC.
(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 Investment Advisers Fund, Inc. 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>
Aetna Investment Advisers Fund, Inc.
Cross-Reference Sheet
<TABLE>
<CAPTION>
Form N-1A
Item No. Caption in Prospectus
- -------- ---------------------
<S> <C> <C>
1. Cover Page Cover Page
2. Synopsis Not Applicable
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant Investment Objective
Investment Policies and Restrictions
5. Management of the Fund Management of the Fund
5A. Management's Discussion of Fund Financial Highlights
Performance
6. Capital Stock and Other Securities General Information
Tax Matters
7. Purchase of Securities Being Offered Management of the Fund
Net Asset Value
8. Redemption or Repurchase Sale and Redemption of Shares
9. Pending Legal Proceedings Not applicable
Caption in Statement of Additional Information
----------------------------------------------
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 General Information and History
Investment Objective and Policies of the Fund
Description of Various Securities and Investment
Techniques
14. Management of the Fund Directors and Officers of the Fund
15. Control Persons and Principal Control Persons and Principal Shareholders of the Fund
Holders of Securities
16. Investment Advisory and Other Investment Advisory Agreement
Services Administrative Services Agreement
Custodian
Independent Auditors
17. Brokerage Allocation and Other Brokerage Allocation and Trading Policies
Practices
18. Capital Stock and Other Securities Description of Shares
19. Purchase, Redemption and Pricing Sale and Redemption of Shares
of Securities Being Offered Net Asset Value
20. Tax Status Tax Matters
21. Underwriters Not Applicable
22. Calculation of Performance Data Not Applicable
23. Financial Statements Financial Statements
</TABLE>
<PAGE>
AETNA
INVESTMENT ADVISERS FUND, INC.
151 Farmington Avenue
Hartford, CT 06156
1-800-525-4225
Prospectus dated: May 1, 1996
Aetna Investment Advisers Fund, Inc. (the "Fund") is a diversified, open-end
management investment company whose shares are currently sold to fund variable
annuity contracts (VA Contracts) and variable life insurance policies (VLI
Policies) issued by Aetna Life Insurance and Annuity Company ("ALIAC" or
"Company") and its affiliates and subsidiaries for allocation to their separate
accounts in connection with annuity contracts.
The Fund seeks to maximize investment return consistent with reasonable safety
of principal by investing in one or more of the following asset classes: stocks,
bonds and cash equivalents, based on the Company's judgment of which of those
sectors or mix thereof offers the best investment prospects.
This Prospectus sets forth concisely the information about the Fund that you
should know before investing. Additional information about the Fund is contained
in a Statement of Additional Information (SAI) dated May 1, 1996, which has been
filed with the Securities and Exchange Commission (SEC) and is incorporated by
reference. You can request an SAI, without charge, by writing to the Fund at the
address listed above or by calling the Fund at 1-800-525-4225.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, the securities of the Fund in any jurisdiction in which such sale,
offer to sell, or solicitation may not be lawfully made.
LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION,
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Please read this Prospectus and retain for future reference.
<PAGE>
TABLE OF CONTENTS
FINANCIAL HIGHLIGHTS ....................................................... 3
INVESTMENT OBJECTIVE ....................................................... 4
INVESTMENT POLICIES AND RESTRICTIONS ....................................... 4
Investment Policies ....................................................... 4
Asset Allocation Calculations ............................................. 4
Industry Concentration .................................................... 4
Asset-Backed Securities ................................................... 4
Borrowing ................................................................. 4
Options, Futures and Other Derivatives .................................... 4
High Risk, High-Yield Securities .......................................... 5
International Securities .................................................. 5
Depositary Receipts ....................................................... 5
Mortgage-Backed Securities ................................................ 5
Repurchase Agreements ..................................................... 5
Securities Lending ........................................................ 6
Proprietary Software ...................................................... 6
MANAGEMENT OF THE FUND ..................................................... 6
Directors ................................................................. 6
Investment Adviser ........................................................ 6
Portfolio Management ...................................................... 6
Expenses and Fund Administration .......................................... 6
GENERAL INFORMATION ........................................................ 6
Articles of Incorporation ................................................. 6
Capital Stock ............................................................. 6
Shareholder Meetings ...................................................... 6
Voting Rights ............................................................. 7
TAX MATTERS ................................................................ 7
The Fund .................................................................. 7
Fund Distributions ........................................................ 7
Share Redemptions ......................................................... 7
SALE AND REDEMPTION OF SHARES .............................................. 7
NET ASSET VALUE ............................................................ 7
APPENDIX--DESCRIPTION OF CORPORATE BOND RATINGS ............................ 8
2 Aetna Investment Advisers Fund, Inc.
<PAGE>
FINANCIAL HIGHLIGHTS
The selected data presented below for, and as of the end of, each of the
years or period in the seven-year period ended December 31, 1995 are derived
from the financial statements of the Fund which statements have been audited
by KPMG Peat Marwick LLP, independent auditors. The financial statements as
of December 31, 1995, and for each of the years in the two-year period then
ended, and the independent auditors' report thereon, are included in the SAI.
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------
1995 1994 1993
---------- -------- ---------
<S> <C> <C> <C>
Net asset value per share, beginning of year $12.226 $12.798 $12.066
Income From Investment Operations
Net investment income .539 .480 .441
Net realized and unrealized gain (loss) on
investments 2.737 (.532) .741
Total from investment operations 3.276 (.052) 1.182
Less Distributions
Dividends from net investment income (.670) (.451) (.425)
Distributions in excess of net investment income -- -- (.015)
Dividends from net realized gains on investments (.330) (.069) (.010)
Net asset value per share, end of year $14.502 $12.226 $12.798
Total return** 27.23% (.35)% 9.90%
Net assets, end of year (000's) $1,195,987 $958,008 $920,448
Ratio of total expenses to average net assets .31% .32% .31%
Ratio of net investment income to average net assets 3.96% 3.83% 3.53%
Portfolio turnover rate 141.21% 112.05% 24.71%
</TABLE>
<TABLE>
<CAPTION>
1992 1991 1990 1989*
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
Net asset value per share, beginning of year $ 11.841 $ 10.467 $ 10.508 $ 10.000
Income From Investment Operations
Net investment income .450 .560 .624 .580
Net realized and unrealized gain (loss) on
investments .297 1.357 (.023) .148
Total from investment operations .747 1.917 .601 .728
Less Distributions
Dividends from net investment income (.506) (.543) (.580) (.216)
Distributions in excess of net investment income -- -- -- --
Dividends from net realized gains on investments (.016) .000 (.062) (.004)
Net asset value per share, end of year $ 12.066 $ 11.841 $ 10.467 $ 10.508
Total return** 6.39% 18.38% 5.72% 5.33%
Net assets, end of year (000's) $730,016 $455,615 $285,775 $147,422
Ratio of total expenses to average net assets .32% .33% .40% .36%
Ratio of net investment income to average net assets 4.05% 4.94% 6.03% 4.97%
Portfolio turnover rate 15.51% 6.60% 11.84% 3.24%
</TABLE>
* Date of Initial Capitalization was April 3, 1989.
** The total return percentage does not reflect the mortality and expense
charges, or other expenses, applicable to the separate accounts that
invest in the Fund. Inclusion of these expenses would reduce the total
return figures.
Per share data calculated using weighted average number of shares outstanding
throughout the year.
Additional information about the performance of the Fund is contained in the
Fund's Annual Report dated December 31, 1995. The Annual Report is
incorporated herein by reference and is available, without charge, by writing
to the Fund at the address listed on the cover of this Prospectus or by
calling 1-800-525-4225.
Aetna Investment Advisers Fund, Inc. 3
<PAGE>
INVESTMENT OBJECTIVE
The investment objective of the Fund is to maximize investment return,
consistent with reasonable safety of principal by investing in a diversified
portfolio of one or more of the following asset classes: stocks, bonds and
cash equivalents, based on the Company's judgment of which of those sectors
or mix thereof offers the best investment prospects. The Fund's investment
objective is fundamental and may not be changed without the vote of a
majority of the outstanding voting securities as defined by the Investment
Company Act of 1940 ("1940 Act"). There can be no assurance that the Fund
will meet its investment objective.
INVESTMENT POLICIES AND RESTRICTIONS
Investment Policies The Fund's assets will be allocated among common and
preferred stocks, bonds, including mortgage- related and other asset-backed
securities, U.S. Government securities, U.S. Government derivatives, and
money market instruments, including variable-rate instruments and repurchase
agreements. The Fund may also invest in when-issued or delayed-delivery
securities.
The Fund will not invest more than 25% of its total assets in high risk,
high-yield securities or "junk bonds" (securities rated BB or below by
Standard and Poor's Corporation, Ba or below by Moody's Investors Services,
Inc., or other ratings agencies, or, if not rated, considered by the
investment adviser to be of comparable quality). The Fund may invest up to
15% of its total assets in illiquid securities (securities which cannot be
sold in seven days without taking a materially reduced price). However, the
Fund does not intend to invest more than 5% of its total assets in illiquid
securities. In addition, the Fund will not invest more than 25% of its total
assets in international securities.
Investors should be aware that the investment results of the Fund partly
depend upon the Investment Adviser's ability to anticipate correctly the
relative performance of stocks, bonds and money market instruments.
While the Investment Adviser has substantial experience in managing all asset
classes, there can be no assurance that the Investment Adviser will always
allocate assets to the best performing sectors. The Fund's performance would
suffer if a major proportion of its assets were allocated to stocks in a
declining market or, similarly, if a major proportion of its assets were
allocated to bonds at a time of adverse interest rate movement.
Asset Allocation Calculations The Investment Adviser employs current market
statistics and economic indicators to forecast returns for each sector of the
securities market for the Fund. These calculations provide a framework for
assessing the relative attractiveness of stocks, bonds and cash equivalents.
Industry Concentration The Fund will not concentrate its investments in any
one industry, except that the Fund may invest up to 25% of its total assets
in securities of companies principally engaged in any one industry. This
limitation will not, however, apply to securities issued or guaranteed by the
U.S. Government, its agencies and instrumentalities. Also, the Fund will not
hold more than 5% of the value of its total assets in the securities of any
one issuer or hold more than 10% of the outstanding voting securities of any
one issuer. This restriction applies only to 75% of the value of the Fund's
total assets and does not include securities issued or guaranteed by the U.S.
Government, its agencies and instrumentalities.
Asset-Backed Securities The Fund may purchase securities collateralized by a
specified pool of assets, including automobile loans, home equity loans,
mobile home loans, recreational vehicles or credit card receivables. These
securities are subject to prepayment risk. In periods of declining interest
rates, reinvestment would thus be made at lower and less attractive rates.
Borrowing The Fund may borrow up to 5% of the value of its total assets for
temporary or emergency purposes. The Fund does not intend to borrow for
leveraging purposes. It has the authority to do so, but only if, after the
borrowing, the value of the Fund's net assets, including proceeds from the
borrowings, is equal to at least 300% of all outstanding borrowings.
Leveraging can increase the volatility of the Fund since it exaggerates the
effects of changes in the value of the securities purchased with the borrowed
Funds. There is no present intention to leverage the Fund.
Options, Futures and Other Derivatives The Fund may occasionally engage in
hedging and other strategies using other types of derivatives to manage its
exposure to changing interest rates, securities prices and currency exchange
rates, or to increase its investment return. A derivative is a financial
instrument the value of which is "derived" from the performance of an
underlying asset (such as a security or index of securities). In addition to
futures and options, derivatives include such instruments as forward
contracts, swaps, structured notes, and collateralized mortgage obligations
(CMOs). A forward contract is a purchase or sale of a specific quantity of a
commodity, government security, foreign currency, or other financial
instrument at the current price, with delivery and settlement at a specified
future date. A swap is an exchange of one security for another and may be
executed to exchange the maturities of a bond portfolio or the quality of the
issues in a stock or bond portfolio. Structured notes are privately placed
fixed income securities whose coupon and/or final payment depends on the
return of a market index, portfolio or security. Further information about
CMOs is contained in the SAI. Except for the purpose of hedging, the Fund may
not invest more than 5% of its assets in derivatives which management deems
to involve high risk to the Fund, such as inverse floaters, Interest Only and
Principal Only Securities.
4 Aetna Investment Advisers Fund, Inc.
<PAGE>
The Fund may write covered call options and purchase covered put options, on
securities and indices. Put options will be acquired only for temporary
defensive purposes. The Fund may purchase call options and sell put options
to close out positions previously opened by the Fund. At any one time, the
Fund may not have outstanding call options on more than 30% of its assets and
it may not buy put options if more than 3% of the assets of the Fund would be
invested in put options.
The Fund may enter into futures contracts including index futures or options
on futures contracts only for hedging purposes. The Fund may not enter into a
futures contract if the current market prices of instruments required to be
delivered and purchased under open futures contracts would exceed 30% of the
Fund's assets. No more than 5% of the Fund's total assets may be committed to
margin deposits on futures contracts.
Options and futures contracts can be volatile investments and involve certain
risks. The Fund may be unable to limit losses by closing a position due to
lack of a liquid market or similar factors. Losses may also occur if there is
not a perfect correlation between the value of the contracts and the related
securities. The use of futures may involve a high degree of leverage because
of low margin requirements. As a result, small price movements in futures
contracts may result in immediate and potentially unlimited gains or losses
to the Fund. The amount of gains or losses on investments in futures
contracts depends on the portfolio manager's ability to predict correctly the
direction of stock prices, interest rates and other economic factors. Further
information about the use of futures, options and other derivative
instruments, and the associated risks, is contained in the SAI.
High Risk, High-Yield Securities The Fund may invest in high risk, high-yield
securities, often called junk bonds. These securities are rated BB or below
by Standard & Poor's Corporation (S&P) or Ba or below by Moody's Investors
Service, Inc. (Moody's) (securities with capacity to meet interest and
principal payments but greater vulnerability to default), or, if unrated,
considered by the Investment Adviser to be of comparable quality. The Fund
will not invest in any debt security rated lower than B by S&P or Moody's.
High risk, high-yield securities tend to offer higher yields than
investment-grade bonds because of the additional risks associated with them.
These risks include: a lack of liquidity; an unpredictable secondary market;
a greater likelihood of default; increased sensitivity to difficult economic
and corporate developments; call provisions which may adversely affect
investment returns; and loss of the entire principal and interest.
International Securities The Fund may invest up to 25% of its total assets in
international equity and debt securities of foreign issuers including
depositary receipts. Investments in securities of foreign issuers or
securities denominated in foreign currencies involve risks not present in
domestic markets. Such risks may include: currency fluctuations and related
currency conversion costs; less liquidity; price or income volatility; less
government supervision and regulation of stock exchanges where securities may
be traded, brokers and listed companies; possible difficulty in obtaining and
enforcing judgments against foreign entities; adverse foreign political and
economic developments; different accounting procedures and auditing
standards; the possible imposition of withholding taxes on interest income
payable on securities; the possible seizure or nationalization of foreign
assets; the possible establishment of exchange controls or other foreign laws
or restrictions which might adversely affect the payment and transferability
of principal, interest and dividends on securities; higher transaction costs;
possible settlement delays and less publicly available information about
foreign issuers.
Depositary Receipts The Fund can invest in both sponsored and unsponsored
depositary receipts. Unsponsored depositary receipts, which are typically
traded in the over-the-counter market, may be less liquid than sponsored
depositary receipts and therefore may involve more risk. In addition, there
may be less information available about issuers of unsponsored depositary
receipts. The Fund will generally acquire American Depositary Receipts (ADRs)
which are dollar denominated, although their market price is subject to
fluctuations of the foreign currency in which the underlying securities are
denominated. All depositary receipts will be considered international
securities for purposes of the Fund's investment limitation concerning
investment in international securities.
Mortgage-Backed Securities The Fund may invest in mortgage-backed and other
pass-through securities. Payments of interest and principal on these
securities may be guaranteed by an agency or instrumentality of the U.S.
Government such as the Government National Mortgage Association (GNMA), the
Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National
Mortgage Association (FNMA). These securities represent part ownership of a
pool of mortgage loans and principal is scheduled to be paid back by the
borrower over the length of the loan rather than returned in a lump sum at
maturity. The Fund may also invest in private pass-through securities backed
by a pool of conventional fixed-rate or adjustable-rate mortgage loans. In
addition, the Fund may invest in collateralized mortgage obligations (CMOs)
and securities issued by real estate mortgage investment conduits (REMICs).
Mortgage-backed securities are also subject to prepayment risk.
Repurchase Agreements Under a repurchase agreement, the Fund may acquire a
debt instrument for a relatively short period subject to an obligation by the
seller to repurchase and by the Fund to resell the instrument at a fixed
price and time. Assets may be invested in repurchase agreements with domestic
banks and broker-dealers. Such agreements, although fully collateralized,
involve the risk that the seller of the securities may fail to repurchase
them. In that event, the Fund may incur costs in liquidating the collateral
or a loss if the collateral declines in value. If the default on the part of
the seller is due to insolvency and the seller initiates bankruptcy
proceedings, the ability of the Fund to liquidate the collateral may be
delayed
Aetna Investment Advisers Fund, Inc. 5
<PAGE>
or limited. The Fund's Board of Directors has established credit standards
for issuers of repurchase agreements entered into by the Fund.
Securities Lending The Fund may lend its portfolio securities; however, the
value of the loaned securities (together with all other assets that are
loaned, including those subject to repurchase agreements) may not exceed
one-third of the Fund's total assets. The Fund will not lend portfolio
securities to affiliates. Though fully collateralized, lending portfolio
securities involves certain risks, including the possibility that the
borrower may become insolvent or default on the loan. In the event of a
disparity between the value of the loaned security and the collateral, there
is the additional risk that the borrower may fail to return the securities or
provide additional collateral. A loan may be terminated at any time by the
borrower or lender upon proper notice.
Proprietary Software The investment adviser also uses proprietary computer
programs to identify trends in interest rates and economic conditions and to
help calculate the optimal asset exposure over specified time periods.
Advisers Fund is not, however, solely driven by quantitative techniques and
asset allocation decisions will always remain at the discretion of the
investment adviser.
The Fund is subject to further investment restrictions described in the SAI.
MANAGEMENT OF THE FUND
Directors The business operations of the Fund are managed under the direction
of the Board of Directors (Directors). The Directors set broad policies for
the Fund. Information about the Directors is found in the SAI.
Investment Adviser ALIAC, the investment adviser for the Fund, is a
Connecticut insurance corporation located at 151 Farmington Avenue, Hartford,
Connecticut 06156. It is an indirect wholly owned subsidiary of Aetna
Retirement Services, Inc., which is in turn a wholly owned subsidiary of
Aetna Life and Casualty Company. ALIAC is registered with the SEC as an
investment adviser and manages over $22 billion in assets including those
held by the Fund.
Under an investment advisory agreement with the Fund, ALIAC is responsible
for managing the assets of the Fund in accordance with the Fund investment
objectives and policies. ALIAC determines what securities and other
instruments are purchased and sold by the Fund, and is responsible for
obtaining and evaluating financial data relevant to the Fund's portfolio.
ALIAC receives a management fee at an annual rate of 0.25% of the average
daily net assets of the Fund. The Fund intends to solicit shareholders of the
Fund for a change in the management fee to 0.40% of the average daily net
assets of the Fund to be effective August 1, 1996. Any change in the
management fee is subject to the approval of the shareholders.
Portfolio Management John Y. Kim, Chief Investment Officer, ALIAC, has been
the Portfolio Manager for Aetna Investment Advisers Fund, Inc. for the past
two years. Mr. Kim joined Aetna Life Insurance Company in 1983 as an Analyst
and in 1989 he advanced to Senior Investment Officer. In October 1989, Mr.
Kim joined ALIAC as Fixed Income Portfolio Manager. He subsequently served as
a Vice President of Investor Relations for Aetna Life and Casualty Company
("Aetna") and later became Vice President and Senior Portfolio Manager for
Aetna's Property/Casualty portfolios. In 1993, Mr. Kim joined Mitchell
Hutchins Institutional Investors as Managing Director and Head of
Institutional Fixed Income. In 1994 he returned to ALIAC as its Chief
Investment Officer.
Expenses and Fund Administration Under an Administrative Services Agreement
with the Fund effective May 1, 1996, ALIAC will provide all administrative
services necessary for the Fund's operations and will be responsible for the
supervision of the Fund's other service providers. ALIAC will also assume all
ordinary recurring direct costs of the Fund, such as custodian fees,
directors fees, transfer agency costs and accounting expenses. For the
services provided under the Administrative Service Agreement, ALIAC will
receive an annual fee, payable monthly, at a rate of 0.08% of the average
daily net assets of the Fund.
GENERAL INFORMATION
Articles of Incorporation The Fund is a corporation incorporated under the laws
of Maryland on December 14, 1988.
Capital Stock The Articles of Incorporation (Articles) allow the Board of
Directors (Directors) to issue two billion shares of capital stock of the Fund.
All shares are nonassessable, transferable and redeemable. There are no
preemptive rights.
As of March 31, 1996, there were 83,561,540 shares of the Fund
outstanding, all of which were owned by ALIAC and its affiliates and held in
separate accounts to fund obligations under VA Contracts and VLI Policies.
Shareholder Meetings The Fund is not required to hold annual shareholder
meetings. The Articles provide for meetings of shareholders to elect
Directors at such time as may be determined by the Directors or as required
by the 1940 Act. If requested by the holders of at least 10% of the Fund's
outstanding shares, the Fund will hold a shareholder meeting for the purpose
of voting on the removal of one or more Directors and will assist with
communications concerning that shareholder meeting.
6 Aetna Investment Advisers Fund, Inc.
<PAGE>
Voting Rights Shareholders are entitled to one vote for each full share held
and fractional votes for fractional shares held on matters submitted to the
shareholders of the Fund. Voting rights are not cumulative. Persons who
select the Fund for investment through their VA Contract or VLI Policy are
not the shareholders of the Fund, but may have the right to direct the voting
of Fund shares at shareholder meetings if required by law. Participant voting
rights are discussed in the prospectus for the applicable VA Contract or VLI
Policy.
TAX MATTERS
The following discussion of federal income tax consequences is based on tax
laws and regulations in effect on the date of this prospectus, and is subject
to change by legislative or administrative action. The following discussion
is for general information only; a more detailed discussion of federal income
tax considerations is contained in the SAI. The term "shareholders," as used
below, refers to insurance company separate accounts who hold shares in
connection with variable annuity or variable life insurance contracts.
Holders of VA Contracts or VLI Policies should consult the prospectuses of
their respective contracts or policies for information concerning federal
income tax consequences to them.
The Fund The Fund intends to continue to qualify as a regulated investment
company by satisfying the requirements under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code") concerning: (1) the
diversification of assets; (2) the distribution of income; and (3) the source
of income. It is the policy of the Fund to distribute all of its investment
income (net of expenses) and any capital gains (net of capital losses) to
shareholders in accordance with the timing requirements imposed by the Code.
In addition, the Fund intends to comply with the variable asset
diversification requirements under Section 817(h) of the Code, which are
described more fully in the SAI.
Fund Distributions Distributions by the Fund are taxable, if at all, to the
insurance company separate accounts, and not to VA Contract or VLI Policy
holders. Contract holders and/or Participants should review the prospectus
for their VA Contract or VLI Policy for information regarding the tax
treatment of their contracts and policies and distributions from the Fund to
the separate accounts.
SALES AND REDEMPTION OF SHARES
Shares of the Fund are sold and redeemed at their net asset value next
determined after receipt of a purchase or redemption order in acceptable
form. No sales charge or redemption charge is made.
NET ASSET VALUE
The net asset value per share (NAV) of the Fund is determined as of 4:15 p.m.
Eastern time on each day that the New York Stock Exchange is open for
trading. The NAV is computed by dividing the total value of the Fund's
securities, plus any cash or other assets less all liabilities (including
accrued expenses), by the number of shares outstanding.
Portfolio securities are valued primarily by independent pricing services,
based on market quotations. Short-term debt instruments maturing in less than
60 days are valued at amortized cost. Securities for which market quotations
are not readily available, are valued at their fair value in such manner as
may be determined under the authority of the Directors.
Aetna Investment Advisers Fund, Inc. 7
<PAGE>
APPENDIX
DESCRIPTION OF CORPORATE BOND RATINGS
Moody's Investor Service, Inc.
"Aaa" Rating
Bonds which are rated Aaa are judged to be of the best quality and carry the
smallest degree of investment risk. Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of
such issues.
"Aa" Rating
Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they are generally known as high-grade bonds.
They are rated lower than the best bonds because margins of protection may
not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat greater than in Aaa securities.
"A" Rating
Bonds which are rated A possess many favorable investment attributes and are
considered upper-medium-grade obligations. Factors relating to security of
principal and interest are considered adequate but elements may be present
which suggest possible impairment sometime in the future.
"Baa" Rating
Bonds which are rated Baa are considered medium-grade obligations (i.e., they
are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any
great length of time. Such bonds lack outstanding investment characteristics
and have speculative characteristics.
"Ba" Rating
Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during other good and bad times over the future. Uncertainty of position
characterizes this class of bond.
"B" Rating
Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
The modifier 1 indicates that the bond ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its rating
category.
Standard & Poor's Corporation
"AAA" Rating
Bonds which are rated AAA have the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely strong.
"AA" Rating
Bonds which are rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only in small
degree.
"A" Rating
Bonds which are rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than debt in higher rated
categories.
"BBB" Rating
Bonds which are rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
"BB" Rating
Bonds which are rated BB have less near-term vulnerability to default than
other speculative issues. However, the bonds face major uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.
"B" Rating
Bonds which are rated B have a greater vulnerability to default but currently
have the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal.
The ratings from "AA" to "B" may be modified by the addition of a plus (+)
or minus (-) sign to show relative standing within the major rating
categories.
8 Aetna Investment Advisers Fund, Inc.
<PAGE>
Statement of Additional Information dated: May 1, 1996
AETNA INVESTMENT
ADVISERS FUND, INC.
151 Farmington Avenue
Hartford, Connecticut 06156
This Statement of Additional Information is not a prospectus and should be
read in conjunction with the current prospectus for Aetna Investment Advisers
Fund, Inc., dated May 1, 1996.
A free prospectus is available upon request from the local Aetna Life
Insurance and Annuity Company office, by writing to Aetna Investment Advisers
Fund, Inc. at the address listed above or by calling 1-800-525-4225.
Read the prospectus before you invest.
TABLE OF CONTENTS
General Information and History 2
Investment Objective and Policies of the Fund 2
Description of Various Securities and Investment Techniques 4
Directors and Officers of the Fund 14
Control Persons and Principal Shareholders of the Fund 17
Investment Advisory Agreement 17
Administrative Services Agreement 19
Brokerage Allocation and Trading Policies 19
Description of Shares 20
Tax Matters 20
Voting Rights 24
Sale and Redemption of Shares 25
Net Asset Value 25
Custodian 26
Independent Auditors 26
Financial Statements F-1
<PAGE>
GENERAL INFORMATION AND HISTORY
Aetna Investment Advisers Fund, Inc. (the "Fund") is an open-end, diversified
management investment company whose shares are currently sold to fund
variable annuity contracts (VA Contracts) or variable life insurance policies
(VLI Policies) issued by Aetna Life Insurance and Annuity Company ("ALIAC" or
the "Company"), and its affiliates and subsidiaries for allocation to their
separate accounts in connection with the purchase of annuity contracts.
INVESTMENT OBJECTIVE AND POLICIES OF THE FUND
The Fund's investment objective is to produce the maximum investment return
consistent with reasonable safety of principal. The Fund's investment
objective and policies, as well as restrictions, are described in the
prospectus under the caption "Investment Policies and Restrictions." In
seeking to achieve its investment objective the Fund may employ some of the
techniques described below.
The Fund will operate under the following restrictions, which together with
its investment objective, are matters of fundamental policy and cannot be
changed without the approval of a majority of the outstanding voting
securities of the Fund as defined by the Investment Company Act of 1940 (the
"1940 Act"). This means the lesser of: (i) 67% of the shares of the Fund
present or represented at a shareholders' meeting if the holders of more than
50% of the shares then outstanding are present or represented; or (ii) more
than 50% of the outstanding voting securities of the Fund.
In seeking to accomplish its investment objective, the Fund will not:
(1) issue any senior security, as defined in the 1940 Act, except that (a)
the Fund may enter into commitments to purchase securities in accordance
with the Fund's investment program, including reverse repurchase
agreements, delayed-delivery and when-issued securities, which may be
considered the issuance of senior securities, (b) the Fund may engage in
transactions that may result in the issuance of a senior security to the
extent permitted under applicable regulations, interpretations of the
1940 Act or an exemptive order; (c) the Fund may engage in short sales
of securities to the extent permitted in its investment program and
other restrictions; (d) the purchase or sale of futures contracts and
related options shall not be considered to involve the issuance of
senior securities; and (e) subject to fundamental restrictions, the Fund
may borrow money as authorized by the 1940 Act;
(2) hold more than 5% of the value of its total assets in the securities of
any one issuer or hold more than 10% of the outstanding voting
securities of any one issuer; this restriction applies only to 75% of
the value of the Fund's total assets; securities issued or guaranteed by
the U.S. Government, its agencies and instrumentalities are excluded
from this restriction;
(3) concentrate its investments in any one industry except that the Fund may
invest up to 25% of its total assets in securities issued by companies
principally engaged in any one industry. This limitation will not,
however, apply to securities issued or guaranteed by the U.S.
Government, its agencies and instrumentalities;
(4) make loans, except that, to the extent appropriate under its investment
program, the Fund may (a) purchase bonds, debentures or other debt
securities, including short-term obligations, (b) enter into repurchase
transactions and (c) lend portfolio securities provided that the value
of such loaned securities does not exceed one-third of the Fund's total
assets;
(5) invest in commodity contracts, except that the Fund may, to the extent
appropriate under its investment program, purchase securities of
companies engaged in such activities, may enter into transactions in
financial and index futures contracts and related options, may engage in
transactions on a when-issued or forward commitment basis, and may enter
into forward currency contracts;
(6) borrow money, except that (a) the Fund may enter into certain futures
contracts and options related thereto; (b) the Fund may enter into
commitments to purchase securities in accordance with the
2 Aetna Investment Advisers Fund, Inc.
<PAGE>
Fund's investment program, including delayed-delivery and when-issued
securities and reverse repurchase agreements; (c) for temporary
emergency purposes, the Fund may borrow money in amounts not exceeding
5% of the value of its total assets at the time the loan is made; and
(d) for purposes of leveraging, the Fund may borrow money from banks
(including its custodian bank) only if, immediately after such
borrowing, the value of the Fund's assets, including the amount
borrowed, less its liabilities, is equal to at least 300% of the amount
borrowed, plus all outstanding borrowings. If, at any time, the value of
the Fund's assets fails to meet the 300% asset coverage requirement
relative only to leveraging, the Fund will, within three days (not
including Sundays and holidays), reduce its borrowings to the extent
necessary to meet the 300% test;
(7) purchase real estate, interests in real estate or real estate limited
partnership interests except that, to the extent appropriate under its
investment program, the Fund may invest in securities secured by real
estate or interests therein or issued by companies, including real
estate investment trusts, which deal in real estate or interests
therein; or
(8) act as an underwriter of securities except to the extent that, in
connection with the disposition of portfolio securities by the Fund, the
Fund may be deemed to be an underwriter under the provisions of the
Securities Act of 1933, as amended (the "1933 Act").
The Fund has also adopted certain other investment restrictions which may be
changed by the Fund's Directors and without shareholder vote. Under such
restrictions, the Fund will not:
(1) invest more than 15% of its total assets in illiquid securities.
Illiquid securities are securities that are not readily marketable or
cannot be disposed of promptly within seven days and in the usual course
of business without taking a materially reduced price. Such securities
include, but are not limited to, time deposits and repurchase agreements
with maturities longer than seven days. Securities that may be resold
under Rule 144A or securities offered pursuant to Section 4(2) of the
1933 Act, as amended, shall not be deemed illiquid solely by reason of
being unregistered. The Investment Adviser shall determine whether a
particular security is deemed to be liquid based on the trading markets
for the specific security and other factors;
(2) invest in companies for the purpose of exercising control or management;
(3) invest more than 25% of its total assets in securities or obligations of
foreign issuers, including marketable securities of, or guaranteed by,
foreign governments (or any instrumentality or subdivision thereof). The
Fund will invest in securities or obligations of foreign banks only if
such banks have a minimum of $5 billion in assets and a primary capital
ratio of at least 4.25%;
(4) invest more than 25% of the total value of its assets in fixed income
securities, including convertible securities, rated below BBB or Baa by
S&P or Moody's or other comparable nationally recognized statistical
rating organizations (sometimes referred to as high risk, high-yield
securities, or "junk bonds") or, if not rated, considered by the
Investment Adviser to be of comparable quality;
(5) make short sales of securities, other than short sales "against the
box," or purchase securities on margin except for short-term credits
necessary for clearance of portfolio transactions, provided that this
restriction will not be applied to limit the use of options, futures
contracts and related options, in the manner otherwise permitted by the
investment restrictions, policies and investment program of the Fund; or
(6) purchase the securities of any other investment company, except as
permitted under the 1940 Act.
Where the Fund's investment objective or policies restricts it to a specified
percentage of its total assets in any type of instrument, that percentage is
measured at the time of purchase. There will be no violation of any
investment policy or restriction if that restriction is complied with at the
time the relevant action is taken notwithstanding a later change in the
market value of an investment, in net or total assets, in the securities
rating of the investment or any other change.
Aetna Investment Advisers Fund, Inc. 3
<PAGE>
DESCRIPTION OF VARIOUS SECURITIES AND INVESTMENT TECHNIQUES
The following information supplements and should be read in conjunction with
the section of the prospectus entitled "Investment Policies and
Restrictions."
Futures Contracts
The Fund may enter into interest rate or stock index futures contracts
("futures" or "futures contracts") or options thereon as a hedge against
changes in prevailing levels of interest rates or equities prices and in
anticipation of future purchases or sales of securities. The Fund's
investment techniques may include sales of futures as an offset against the
effect of expected increases in interest rates or declines in equities
prices. The Fund will enter into futures contracts or options thereon for
hedging purposes only and will only enter into futures contracts or options
thereon which are traded on national futures exchanges and are standardized
as to maturity date and underlying financial instrument. Futures exchanges
and trading are regulated under the Commodity Exchange Act by the Commodities
Futures Trading Commission (the "CFTC").
Although techniques other than sales and purchases of futures contracts could
be used to reduce the exposure of the Fund to market fluctuations, it may be
able to hedge its exposure more effectively and perhaps at a lower cost
through using futures contracts. The Fund will not enter into a futures
contract if, as a result thereof, (i) the then current aggregate futures
market prices of financial instruments required to be delivered and purchased
under open futures contracts would exceed 30% of the Fund's total assets,
(taken at market value at the time of entering into the contract), or (ii)
more than 5% of the Fund's total assets (taken at market value at the time of
entering into the contract), would be committed to margin deposits on such
futures contracts.
A futures contract provides for the future sale by one party and purchase by
another party of a specified amount of a specific financial instrument(s)
(debt security) or a specific stock market index for a specified price at a
designated date, time, and place. Brokerage fees are incurred when a futures
contract is bought or sold and at expiration and margin deposits must be
maintained. Although interest rate futures contracts typically require actual
future delivery of and payment for the underlying instruments, those
contracts are usually closed out before the delivery date. Stock index
futures contracts do not contemplate actual future delivery and will be
settled in cash at expiration or closed out prior to expiration. Closing out
an open futures contract sale or purchase is effected by entering into an
offsetting futures contract purchase or sale, respectively, for the same
aggregate amount of the identical type of underlying instrument and the same
delivery date. There can be no assurance, however, that the Fund will be able
to enter into an offsetting transaction with respect to a particular contract
at a particular time. If the Fund is not able to enter into an offsetting
transaction, it will continue to be required to maintain the margin deposits
on the contract.
Persons who engage in futures contracts transactions may be broadly
classified as "hedgers" and "speculators." Hedgers, such as the Fund, whose
business activity involves investment in securities, use the futures markets
primarily to offset unfavorable changes in value that may occur because of
fluctuations in the value of the securities held or expected to be acquired
by them. Debtors and other obligors may also hedge the interest cost of their
obligations. The speculator, like the hedger, generally expects neither to
deliver nor to receive the financial instrument underlying the futures
contract, but, unlike the hedger, hopes to profit from fluctuations in
prevailing interest rates or equities prices.
"Margin" is the amount of funds that must be deposited by the Fund with a
commodities broker in a custodian account in order to initiate futures
trading and to maintain open positions in the Fund's futures contracts. A
margin deposit is intended to assure the Fund's performance of the futures
contract. The margin required for a particular futures contract is set by the
exchange on which the contract is traded and may be significantly modified
from time to time by the exchange during the term of the contract.
If the price of an open futures contract changes (by increase in the case of
a sale or by decrease in the case of a purchase) so that the loss on the
futures contract reaches a point at which the margin on deposit does not
satisfy margin requirements, the broker will require an increase in the
margin. However, if the
4 Aetna Investment Advisers Fund, Inc.
<PAGE>
value of a position increases because of favorable price changes in the
futures contract so that the margin deposit exceeds the required margin, the
broker will promptly pay the excess to the Fund. These daily payments to and
from the Fund are called variation margin. At times of extreme price
volatility such as occurred during the week of October 19, 1987, intra-day
variation margin payments may be required. In computing daily net asset
values, the Advisers Fund will mark to market the current value of its open
futures contracts. The Fund expects to earn interest income on its initial
margin deposits.
Because of the low margin deposits required, futures trading involves an
extremely high degree of leverage. As a result, small price movements in
futures contracts may result in immediate and potentially unlimited loss or
gain to the Fund relative to the size of the margin commitment. For example,
if at the time of purchase 10% of the value of the futures contract is
deposited as margin, a subsequent 10% decrease in the value of the futures
contract would result in a total loss of the margin deposit before any
deduction for the transaction costs, if the contract were then closed out. A
15% decrease in the value of the futures contract would result in a loss
equal to 150% of the original margin deposit, if the contract were closed
out. Thus, a purchase or sale of a futures contract may result in losses in
excess of the amount initially invested in the futures contract. However, the
Fund would presumably have sustained comparable losses if, instead of the
futures contract, it had invested in the underlying financial instrument and
sold it after the decline. Furthermore, in the case of a futures contract
purchase, the Fund deposits in a segregated account money market instruments
sufficient to meet all futures contract initial margin requirements.
Restrictions on the Use of Futures and Option Contracts
CFTC regulations require that all short futures positions be entered into for
the purpose of hedging the value of securities held in the Fund's portfolio,
and that all long futures positions either constitute bona fide hedging
transactions, as defined in such regulations, or have a total value not in
excess of an amount determined by reference to certain cash and securities
positions maintained for the Fund, and accrued profits on such positions.
The Fund's ability to engage in the hedging transactions described herein may
be limited by the current federal income tax requirement that a Fund derive
less than 30% of its gross income from the sale or other disposition of stock
or securities held for less than three months.
Covered Call and Put Options on Securities
The Fund may write (sell) covered call options ("call options") and purchase
covered put options ("put options") on securities and indices, and purchase
call and sell put options to close out positions previously opened by the
Fund, provided, however, that it will not have call options outstanding at
any one time on more than 30% of its total assets nor will it buy put options
if more than 3% of the assets of the Fund immediately following such purchase
would consist of put options. The purpose of writing call options and
purchasing put options will be to reduce the effect of price fluctuations of
the securities owned by the Fund (and involved in the options) on the net
asset value per share of the Fund.
A call option gives the holder (buyer) the right to purchase a security at a
specified price (the exercise price) at any time until a certain date (the
expiration date). So long as the obligation of the writer of a call option
continues, he may be assigned an exercise notice by the broker-dealer through
whom such option was settled, requiring him to deliver the underlying
security against payment of the exercise price. This obligation terminates
upon the expiration of the call option, the exercise of the call option, or
by entering into an offsetting transaction. To secure his obligation to
deliver the underlying security in the case of a call option, a writer is
required to deposit in escrow the underlying security or other assets in
accordance with the rules of the clearing corporations and of the exchanges.
A put option gives the holder (buyer) the right to sell a security at a
specified price (the exercise price) at any time until a certain date (the
expiration date). The Fund will only write a call option on a security which
it already owns and will not write call options on when-issued securities.
The Fund may purchase a put option on a security that it already owns and on
stock indices.
The Fund will write call options and purchase put options in standard
contracts listed on national securities exchanges, or write call options with
and purchase put options directly from investment dealers meeting
Aetna Investment Advisers Fund, Inc. 5
<PAGE>
the creditworthiness criteria of the Company. When writing a call option, the
Fund, in return for the premium, gives up the opportunity to profit from a
price increase in the underlying security above the exercise price, but
conversely retains the risk of loss should the price of the security decline.
If a call option which the Fund has written expires, the Fund will realize a
gain in the amount of the premium; however, such gain may be offset by a
decline in the market value of the underlying security during the option
period. If the call option is exercised, the Fund will realize a gain or loss
from the sale of the underlying security. The Fund will purchase put options
involving portfolio securities only when the Company believes that a
temporary defensive position is desirable in light of market conditions, but
does not desire to sell the portfolio security. Therefore, the purchase of
put options will be used to protect the Fund's holdings in an underlying
security against a substantial decline in market value. Such protection is,
of course, only provided during the life of the put option when the Fund, as
the holder of the put option, is able to sell the underlying security at the
put exercise price regardless of any decline in the underlying security's
market price. By using put options in this manner, the Fund will reduce any
profit it might otherwise have realized in its underlying security by the
premium paid for the put option and by transaction costs. The security
covering the call or put option will be segregated at the Fund's custodian.
The premium the Fund will receive from writing a call option, or the Fund
will pay when purchasing a put option, will reflect, among other things, the
current market price of the underlying security, the relationship of the
exercise price to such market price, the historical price volatility of the
underlying security, the length of the option period, and the general
interest rate environment. The premium received by the Fund for writing
covered call options will be recorded as a liability in the statement of
assets and liabilities of the Fund. This liability will be adjusted daily to
the option's current market value. The liability will be extinguished upon
expiration of the option, by the exercise of the option, or by entering into
an offsetting transaction. Similarly, the premium paid by the Fund when
purchasing a put option will be recorded as an asset in the statement of
assets and liabilities of the Fund. This asset will be adjusted daily to the
option's current market value. The asset will be extinguished upon expiration
of the option, by selling of an identical option in a closing transaction, or
exercising the option.
When writing put options on securities, to secure its obligation to pay for
the underlying security, the Fund will deposit in escrow liquid assets with a
value equal to or greater than the exercise price of the put option. The Fund
therefore foregoes the opportunity of investing the segregated assets or
writing calls against those assets. As long as the obligation of the Fund as
the put writer continues, it may be assigned an exercise notice by the
broker-dealer through whom such option was sold, requiring the Fund to take
delivery of the underlying security against payment of the exercise price.
The Fund has no control over when it may be required to purchase the
underlying security, since it may be assigned an exercise notice at any time
prior to the termination of its obligation as the writer of the put. This
obligation terminates upon expiration of the put, or such earlier time at
which the Fund effects a closing purchase transaction by purchasing a put of
the same series as that previously sold.
Closing transactions will be effected in order to realize a profit on an
outstanding call or put option, to prevent an underlying security from being
called or put, or to permit the exchange or tender of the underlying
security. Furthermore, effecting a closing transaction will permit the Fund
to write another call option, or purchase another put option, on the
underlying security with either a different exercise price or expiration date
or both. If the Fund desires to sell a particular security from its portfolio
on which it has written a call option, or purchased a put option, it will
seek to effect a closing transaction prior to, or concurrently with, the sale
of the security. There is, of course, no assurance that the Fund will be able
to effect such closing transactions at a favorable price. If the Fund cannot
enter into such a transaction, it may be required to hold a security that it
might otherwise have sold, in which case it would continue to be at market
risk on the security. The Fund will pay brokerage commissions in connection
with the sale or purchase of options to close out previously established open
positions. Such brokerage commissions are normally higher as a percentage of
underlying asset values than those applicable to purchases and sales of
portfolio securities.
The exercise price of the options may be below, equal to, or above the
current market values of the underlying securities at the time the options
are written. From time to time, the Fund may purchase an underlying security
6 Aetna Investment Advisers Fund, Inc.
<PAGE>
for delivery in accordance with an exercise notice of a call option assigned
to it, rather than delivering such security from its portfolio. In such cases
additional brokerage commissions will be incurred. The Fund will realize a
profit or loss from a closing purchase transaction if the cost of the
transaction is less or more than the premium received from the writing of the
call option; however, any loss so incurred in a closing purchase transaction
may be partially or entirely offset by the premium received from a
simultaneous or subsequent sale of a different call or put option. Also,
because increases in the market price of a call option will generally reflect
increases in the market price of the underlying security, any loss resulting
from the repurchase of a call option is likely to be offset in whole or in
part by appreciation of the underlying security owned by the Fund. Any
profits from writing covered call options are considered short-term gain for
federal income tax purposes and, when distributed by the Fund, are taxable as
ordinary income.
Additional Risk Factors
In addition to any risk factors which may be described above, the following
sets forth certain information regarding the potential risks associated with
the Fund's futures and options transactions.
Risk of Imperfect Correlation--The Fund's ability to hedge effectively all or
a portion of its portfolio through transactions in futures, options on
futures or options on securities and indexes depends on the degree to which
movements in the value of the securities or index underlying such hedging
instrument correlate with movements in the value of the relevant portion of
the Fund's portfolio. If the values of the portfolio securities being hedged
do not move in the same amount or direction as the underlying security or
index, the hedging strategy for the Fund might not be successful and the Fund
could sustain losses on its hedging transactions which would not be offset by
gains on its portfolio. It is also possible that there may be a negative
correlation between the security or index underlying a futures or option
contract and the portfolio securities being hedged, which could result in
losses both on the hedging transaction and the portfolio securities. In such
instances, the Fund's overall return could be less than if the hedging
transactions had not been undertaken. Stock index futures or options based on
a narrower index of securities may present greater risk than options or
futures based on a broad market index, as a narrower index is more
susceptible to rapid and extreme fluctuations resulting from changes in the
value of a small number of securities. The Fund would, however, effect
transactions in such futures or options only for hedging purposes (or to
close out open positions).
The trading of futures and options on indexes involves the additional risk of
imperfect correlation between movements in the futures or option price and
the value of the underlying index. The anticipated spread between the prices
may be distorted due to differences in the nature of the markets, such as
differences in margin requirements, the liquidity of such markets and the
participation of speculators in the futures and options market. The purchase
of an option on a futures contract also involves the risk that changes in the
value of underlying futures contract will not be fully reflected in the value
of the option purchased. The risk of imperfect correlation, however,
generally tends to diminish as the maturity date of the futures contract or
termination date of the option approaches. The risk incurred in purchasing an
option on a futures contract is limited to the amount of the premium plus
related transaction costs, although it may be necessary under certain
circumstances to exercise the option and enter into the underlying futures
contract in order to realize a profit. Under certain extreme market
conditions, it is possible that the Fund will not be able to establish
hedging positions, or that any hedging strategy adopted will be insufficient
to completely protect the Fund.
The Fund will purchase or sell futures contracts or options only if, in the
Company's judgment, there is expected to be a sufficient degree of
correlation between movements in the value of such instruments and changes in
the value of the relevant portion of the Fund's portfolio for the hedge to be
effective. There can be no assurance that the Company's judgment will be
accurate.
Potential Lack of a Liquid Secondary Market--The ordinary spreads between
prices in the cash and futures markets, due to differences in the natures of
those markets, are subject to distortions. First, all participants in the
futures market are subject to initial deposit and variation margin
requirements. This could require the Fund to post additional cash or cash
equivalents as the value of the position fluctuates.
Aetna Investment Advisers Fund, Inc. 7
<PAGE>
Further, rather than meeting additional variation margin requirements,
investors may close futures contracts through offsetting transactions which
could distort the normal relationship between the cash and futures markets.
Second, the liquidity of the futures or options market may be lacking. Prior
to exercise or expiration, a futures or option position may be terminated
only by entering into a closing purchase or sale transaction, which requires
a secondary market on the exchange on which the position was originally
established. While the Fund will establish a futures or option position only
if there appears to be a liquid secondary market therefor, there can be no
assurance that such a market will exist for any particular futures or option
contract at any specific time. In such event, it may not be possible to close
out a position held by the Fund, which could require the Fund to purchase or
sell the instrument underlying the position, make or receive a cash
settlement, or meet ongoing variation margin requirements. The inability to
close out futures or option positions also could have an adverse impact on
the Fund's ability effectively to hedge its portfolio, or the relevant
portion thereof.
The liquidity of a secondary market in a futures contract or an option on a
futures contract may be adversely affected by "daily price fluctuation
limits" established by the exchanges, which limit the amount of fluctuation
in the price of a contract during a single trading day and prohibit trading
beyond such limits once they have been reached. The trading of futures and
options contracts also is subject to the risk of trading halts, suspensions,
exchange or clearing house equipment failures, government intervention,
insolvency of the brokerage firm or clearing house or other disruptions of
normal trading activity, which could at times make it difficult or impossible
to liquidate existing positions or to recover excess variation margin
payments.
Risk of Predicting Interest Rate Movements--Investments in futures contracts
on fixed income securities and related indexes involve the risk that if the
Company's investment judgment concerning the general direction of interest
rates is incorrect, the Fund's overall performance may be poorer than if it
had not entered into any such contract. For example, if the Fund has been
hedged against the possibility of an increase in interest rates which would
adversely affect the price of bonds held in its portfolio and interest rates
decrease instead, the Fund will lose part or all of the benefit of the
increased value of its bonds which have been hedged because it will have
offsetting losses in its futures positions. In addition, in such situations,
if the Fund has insufficient cash, it may have to sell bonds from its
portfolio to meet daily variation margin requirements, possibly at a time
when it may be disadvantageous to do so. Such sale of bonds may be, but will
not necessarily be, at increased prices which reflect the rising market.
Trading and Position Limits--Each contract market on which futures and option
contracts are traded has established a number of limitations governing the
maximum number of positions which may be held by a trader, whether acting
alone or in concert with others. The Company does not believe that these
trading and position limits will have an adverse impact on the hedging
strategies regarding the Fund's portfolio.
Repurchase Agreements
The Fund may enter into repurchase agreements with domestic banks and
broker-dealers meeting certain size and creditworthiness standards
established by the Fund's Board of Directors. A repurchase agreement allows
the Fund to determine the yield during the Fund's holding period. This
results in a fixed rate of return insulated from market fluctuations during
such period. Such underlying debt instruments serving as collateral will meet
the quality standards of the Fund. The market value of the underlying debt
instruments will, at all times, be equal to the dollar amount invested.
Repurchase agreements, although fully collateralized, involve the risk that
the seller of the securities may fail to repurchase them from the Fund. In
that event, the Fund may incur (a) disposition costs in connection with
liquidating the collateral, or (b) a loss if the collateral declines in
value. Also, if the default on the part of the seller is due to insolvency
and the seller initiates bankruptcy proceedings, the Fund's ability to
liquidate the collateral may be delayed or limited. Under the 1940 Act,
repurchase agreements are considered loans by the Fund. Repurchase agreements
maturing in more than seven days will not exceed 10 percent of the total
assets of the Fund. The Fund does not intend to use reverse repurchase
agreements.
8 Aetna Investment Advisers Fund, Inc.
<PAGE>
Securities Lending
The Fund may lend up to one-third of its total assets, although it is
anticipated that less than 10% of such assets will be on loan at any one
time. In the Company's opinion, lending portfolio securities to qualified
broker-dealers affords the Fund a means of increasing the yield on its
portfolio. All such loans will be fully collateralized with either cash or
direct obligations of the U.S. Government or agencies thereof, and the Fund
will be entitled either to receive a fee from the borrower or to retain some
or all of the income derived from its investment of cash collateral. The Fund
will continue to receive the interest or dividends paid on any securities
loaned, or amounts equivalent thereto. Although voting rights will pass to
the borrower of securities, whenever a material event affecting the borrowed
securities is to be voted on, the Fund may terminate the loan to vote such
proxy.
The primary risk the Fund assumes in loaning securities is that the borrower
may become insolvent on a day on which the loaned security is rapidly
increasing in price. In such event, if the borrower fails to return the
loaned securities, the existing collateral might be insufficient to purchase
back the full amount of security loaned, and the borrower would be unable to
furnish additional collateral. The borrower would be liable for any shortage,
but the Fund would be an unsecured creditor as to such shortage and might not
be able to recover all or any part of it. A loan may be terminated at any
time by the borrower or lender upon proper notice.
Foreign Securities
The Fund may invest up to 25% of its total assets in foreign equity and debt
securities. Investments in foreign securities offer potential benefits not
available solely through investment in securities of domestic issuers.
Foreign securities offer the opportunity to invest in foreign issuers that
appear to offer growth potential, or in foreign countries with economic
policies or business cycles different from those of the United States, or to
reduce fluctuations in portfolio value by taking advantage of foreign stock
markets that may not move in a manner parallel to U.S. markets.
Depositary receipts are typically dollar denominated, although their market
price is subject to fluctuations of the foreign currency in which the
underlying securities are denominated. Depositary receipts include: (1)
American Depositary Receipts (ADRs), which are typically designed for U.S.
investors and held either in physical form or in book entry form; (2)
European Depositary Receipts (EDRs), which are similar to ADRs but may be
listed and traded on a European exchange as well as in the United States.
Typically, these securities are traded on the Luxembourg exchange in Europe;
and (3) Global Depositary Receipts (GDRs), which are similar to EDRs although
they may be held through foreign clearing agents such as Euroclear and other
foreign depositaries. All depositary receipts will be considered foreign
securities for purposes of a Fund's investment limitation concerning
investment in foreign securities.
Investments in securities of foreign issuers may involve certain risks not
ordinarily associated with investments in securities of domestic issuers.
These risks include the following:
Currency Risk--The value of the Fund's foreign investments will be affected
by changes in currency exchange rates. The U.S. dollar value of a foreign
security decreases when the value of the U.S. dollar rises against the
foreign currency in which the security is denominated, and increases when the
value of the U.S. dollar falls against such currency.
Political and Economic Risk--The economies of many of the countries in which
the Fund may invest are not as developed as the U.S. economy and may be
subject to significantly different forces. Political or social instability,
expropriation or confiscatory taxation and limitation upon the removal of
funds or other assets could adversely affect the value of the Fund's
investments.
Regulatory Risk--Foreign companies are not registered with the Securities and
Exchange Commission (the "SEC") and are generally not subject to the
regulatory controls imposed on United States issuers and, as a consequence,
there is generally less publicly available information about foreign
securities than is available regarding domestic securities. Foreign companies
are not subject to uniform accounting, auditing and financial standards,
practices and requirements comparable to those applicable to U.S. companies.
Income from foreign securities owned by the Fund may be subject to
withholding taxes imposed at the source which would reduce dividend income
payable to the Fund's shareholders.
Aetna Investment Advisers Fund, Inc. 9
<PAGE>
Market Risk--The securities markets in many of the countries in which the
Fund may invest have substantially less trading volume than the major U.S.
markets. Consequently, the securities of some foreign issuers may be less
liquid and experience more price volatility than comparable domestic
securities. Indeed, custodian costs, as well as administrative costs (such as
the need to use foreign custodians) may be associated with the maintenance of
assets in foreign jurisdictions. There is generally less government
regulation and supervision of foreign stock exchanges, brokers and issuers
which may make it difficult to enforce contractual obligations. In addition,
transaction costs in foreign commission rates in foreign jurisdictions are
likely to be higher than in the United States.
Illiquid and Restricted Securities
The Fund may invest up to 15% of its total assets in illiquid securities. For
this purpose, "illiquid securities" are those which cannot be sold in seven
days in the ordinary course of business without taking a materially reduced
price. Because of the absence of a trading market for these investments, the
Fund may take longer to liquidate the position and may realize less than the
amount originally paid by the Fund. The Fund may purchase securities, which,
while privately placed, are eligible for purchase and sale pursuant to Rule
144A under the 1933 Act. This rule permits certain qualified institutional
buyers, such as the Fund, to trade in privately placed securities even though
such securities are not registered under the 1933 Act. The Company, under the
supervision of the Board of Directors of the Fund, will consider whether
securities purchased under Rule 144A and other restricted securities are
illiquid and thus subject to the Fund's restriction of investing no more than
15% of the Fund's total assets in illiquid securities. In making this
determination, the Company will consider the trading markets for the specific
security taking into account the unregistered nature of the Rule 144A
security. In addition, the Company may consider, among other things, the (i)
frequency of trades and quotes, (ii) number of dealers and potential
purchasers, (iii) dealer undertakings to make a market, and (iv) nature of
the security and market place trades. The liquidity of Rule 144A securities
will also be monitored by the Company and, if as a result of changed
conditions, it is determined that a Rule 144A security is no longer liquid,
the Fund's holdings of illiquid securities will be reviewed to assure that
the Fund does not invest more than 15% of its total assets in illiquid
securities. Investing in Rule 144A securities could have the effect of
increasing the amount of the Fund's investments in illiquid securities if
qualified institutional buyers are unwilling to purchase such securities. At
the present time, it is not possible to predict with certainty how the market
for Rule 144A securities will continue to operate.
Mortgage-Related Debt Securities
Federal mortgage-related securities include obligations issued or guaranteed
by the Government National Mortgage Association ("GNMA"), the Federal
National Mortgage Association ("FNMA") and the Federal Home Loan Mortgage
Corporation ("FHLMC"). GNMA is a wholly owned corporate instrumentality of
the United States whose securities and guarantees are backed by the full
faith and credit of the United States. FNMA, a federally chartered and
privately owned corporation, and FHLMC, a federal corporation, are
instrumentalities of the United States, with Presidentially-appointed board
members. The obligations of FNMA and FHLMC are not explicitly guaranteed by
the full faith and credit of the federal government.
Pass-through mortgage-related securities are characterized by monthly
payments to the holder, reflecting the monthly payments made by the borrowers
who received the underlying mortgage loans. The payments to the
security-holders like the payments on the underlying loans, represent both
principal and interest. Although the underlying mortgage loans are for
specified periods of time, often twenty or thirty years, the borrowers can
repay such loans sooner. Thus, the security holders frequently receive
repayments of principal, in addition to the principal which is part of the
regular monthly payment. A borrower is more likely to repay a mortgage which
bears a relatively high rate of interest.
This means that in times of declining interest rates, some higher yielding
securities held by the Fund might be converted to cash, and the Fund could be
expected to reinvest such cash at the then prevailing lower rates. The
increased likelihood of prepayment when interest rates decline also limits
market price appreciation of mortgage-related securities. If the Fund buys
mortgage-related securities at a premium, mort-
10 Aetna Investment Advisers Fund, Inc.
<PAGE>
gage foreclosures or mortgage prepayments may result in losses of up to the
amount of the premium paid since only timely payment of principal and
interest is guaranteed.
As noted in the Prospectus, the Fund may also invest in collateralized
mortgage obligations ("CMOs") and real estate mortgage investment conduits
("REMICs"). CMOs and REMICs are securities which are collateralized by
mortgage pass-through securities. Cash flows from underlying mortgages are
allocated to various classes or tranches in a predetermined, specified order.
Each sequential tranche has a "stated maturity"--the latest date by which the
tranche can be completely repaid, assuming no prepayments--and has an
"average life"--the average time to receipt of a principal payment weighted
by the size of the principal payment. The average life is typically used as a
proxy for maturity because the debt is amortized, rather than being paid off
entirely at maturity, as would be the case in a straight debt instrument.
CMOs and REMICs are typically structured as "pass-through" securities. In
these arrangements, the underlying mortgages are held by the issuer, which
then issues debt collateralized by the underlying mortgage assets. The
security holder thus owns an obligation of the issuer and payment of interest
and principal on such obligations is made from payments generated by the
underlying mortgage assets. The underlying mortgages may be guaranteed as to
payment of principal and interest by an agency or instrumentality of the U.S.
Government such as GNMA or otherwise backed by FNMA or FHLMC. Alternatively,
such securities may be backed by mortgage insurance, letters of credit,
subordination or other credit enhancing features. Both CMOs and REMICs are
issued by private entities. They are not directly guaranteed by any
government agency and are secured by the collateral held by the issuer.
Asset-Backed Securities
Asset-backed securities are collateralized by short-term loans such as
automobile loans, home equity loans, or credit card receivables. The payments
from the collateral are passed through to the security holder. As noted above
with respect to CMOs and REMICs, the average life for these securities is the
conventional proxy for maturity. Asset-backed securities may pay all interest
and principal to the holder, or they may pay a fixed rate of interest, with
any excess over that required to pay interest going either into a reserve
account or to a subordinate class of securities, which may be retained by the
originator. The originator may guarantee interest and principal payments.
These guarantees often do not extend to the whole amount of principal, but
rather to an amount equal to a multiple of the historical loss experience of
similar portfolios.
Two varieties of asset-backed securities are CARs and CARDs. CARs are
securities, representing either ownership interests in fixed pools of
automobile receivables, or debt instruments supported by the cash flows from
such a pool. CARDs are participations in fixed pools of credit accounts.
These securities have varying terms and degrees of liquidity.
Asset-backed securities may be subject to the type of prepayment risk
discussed above due to the possibility that prepayments on the underlying
assets will alter the cash flow. Faster prepayments will shorten the
security's average life and slower prepayments will lengthen it.
The coupon rate of interest on mortgage-related and asset-backed securities
is lower than the interest rates paid on the mortgages included in the
underlying pool, by the amount of the fees paid to the mortgage pooler,
issuer, and/or guarantor. Actual yield may vary from the coupon rate,
however, if such securities are purchased at a premium or discount, traded in
the secondary market at a premium or discount, or to the extent that the
underlying assets are prepaid as noted above.
High Risk, High-Yield Securities
The Fund may invest in high risk, high-yield securities ("junk bonds") as
described in the Prospectus. These securities include:
(a) fixed rate corporate debt obligations (including bonds, debentures and
notes) rated Ba or lower by Moody's or BB or lower by S&P;
(b) preferred stocks that have yields comparable to those of high-yielding
debt securities; and
(c) any securities convertible into any of the foregoing.
Aetna Investment Advisers Fund, Inc. 11
<PAGE>
Debt obligations rated BB/Ba or lower are regarded as speculative, and
generally involve more risk of loss of principal and income than higher-rated
securities. Also their yields and market values tend to fluctuate more.
Fluctuations in value do not affect the cash income from the securities but
are reflected in the Fund's net asset value. The greater risks and
fluctuations in yield and value occur, in part, because investors generally
perceive issuers of lower-rated and unrated securities to be less
creditworthy. Lower ratings, however, may not necessarily indicate higher
risks. In pursuing the Fund's objectives, the Company seeks to identify
situations in which the rating agencies have not fully perceived the value of
the security or in which the Company believes that future developments will
enhance the creditworthiness and the ratings of the issuer. The Fund will not
invest in any debt security rated lower than B.
The yields earned on high risk, high-yield securities (junk bonds) generally
are related to the quality ratings assigned by recognized ratings agencies.
These securities tend to offer higher yields than those of other securities
with the same maturities because of the additional risks associated with
them. These risks include:
(1) Sensitivity to Interest Rate and Economic Changes. High risk, high-yield
securities (junk bonds) are more sensitive to adverse economic changes
or individual corporate developments but less sensitive to interest rate
changes than are investment grade bonds. As a result, when interest
rates rise, causing bond prices to fall, the value of these securities
may not fall as much as investment grade corporate bonds. Conversely,
when interest rates fall, these securities may underperform investment
grade corporate bonds because the prices of these securities tend not to
rise as much as the prices of these other bonds.
Also, the financial stress resulting from an economic downturn or
adverse corporate developments could have a greater negative effect on
the ability of issuers of high risk, high-yield securities (junk bonds)
to service their principal and interest payments, to meet projected
business goals and to obtain additional financing, than on more
creditworthy issuers. Holders of these securities could also be at
greater risk because these securities are generally unsecured and
subordinated to senior debt holders and secured creditors. If the issuer
of a high risk, high-yield security (junk bond) owned by the Fund
defaults, the Fund may incur additional expenses to seek recovery. In
addition, periods of economic uncertainty and changes can be expected to
result in increased volatility of market prices of these securities and
the Fund's net asset value. Furthermore, in the case of high risk,
high-yield securities (junk bonds) structured as zero coupon or
pay-in-kind securities, their market prices are affected to a greater
extent by interest rate changes and thereby tend to be more speculative
and volatile than securities which pay interest periodically and in
cash.
(2) Payment Expectations. High risk, high-yield securities (junk bonds),
like other debt instruments, present risks based on payment
expectations. For example, these securities may contain redemption or
call provisions. If an issuer exercises these provisions in a declining
interest rate market, the Fund may have to replace the securities with a
lower yielding security, resulting in a decreased return for investors.
Also, the value of these securities may decrease in a rising interest
rate market. In addition, there is a higher risk of non-payment of
interest and/or principal by issuers of junk bonds than in the case of
investment grade bonds.
(3) Liquidity and Valuation Risks. High risk, high-yield securities (junk
bonds) are often traded among a small number of broker-dealers rather
than in a broad secondary market. Purchasers of these securities in the
past tended to be institutions rather than individuals, a factor that
further limits the secondary market. Many of these securities may not be
as liquid as investment grade bonds. The ability to value or sell these
securities will be adversely affected to the extent that such securities
are thinly traded or illiquid. Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may decrease
or increase the values and liquidity of high risk, high-yield
securities (junk bonds) more than other securities, especially in a
thinly-traded market.
(4) Limitations of Credit Ratings. The credit ratings assigned to high risk,
high-yield securities (junk bonds) may not accurately reflect the true
risks of an investment. Credit ratings typically evaluate the safety of
principal and interest payments rather than the market value risk of
such securities.
12 Aetna Investment Advisers Fund, Inc.
<PAGE>
In addition, credit agencies may fail to adjust credit ratings to
reflect rapid changes in economic or company conditions that affect a
security's market value. Although the ratings of recognized rating
services such as Moody's and S&P are considered, the Company primarily
relies on its own credit analysis which includes a study of existing
debt, capital structure, ability to service debts and to pay dividends,
the issuer's sensitivity to economic conditions, its operating history
and the current trend of earnings. Thus the achievement of the Fund's
investment objective may be more dependent on the Company's own credit
analysis than might be the case for a fund which does not invest in high
risk, high-yield securities (junk bonds).
(5) Legislation. Legislation may have a negative impact on the market for
high risk, high-yield securities (junk bonds), such as legislation
requiring federally-insured savings and loan associations to divest
themselves of their investments in these securities.
Zero Coupon and Pay-in-Kind Securities
Zero coupon, or deferred interest, securities are debt obligations that do
not entitle the holder to any periodic payment of interest prior to maturity
or a specified date when the securities begin paying current interest (the
"cash payment date") and therefore are issued and traded at a discount from
their face amounts or par value. The discount varies, depending on the time
remaining until maturity or cash payment date, prevailing interest rates,
liquidity of the security and the perceived credit quality of the issuer. The
discount, in the absence of financial difficulties of the issuer, decreases
as the final maturity or cash payment date of the security approaches. The
market prices of zero coupon and deferred interest securities generally are
more volatile than the market prices of securities with similar maturities
that pay interest periodically and are likely to respond to changes in
interest rates to a greater degree than do non-zero coupon securities having
similar maturities and credit quality.
The risks associated with lower-rated debt securities may apply to zero
coupon and pay-in-kind securities. These securities are also subject to the
risk that in the event of a default, the Fund may realize no return on its
investment, because these securities do not pay cash interest.
When-Issued or Delayed-Delivery Securities
During any period that the Fund has outstanding a commitment to purchase
securities on a when-issued or delayed-delivery basis, the Fund will maintain
a segregated account consisting of cash, U.S. Government securities or other
high-quality debt obligations with its custodian bank. To the extent that the
market value of securities held in this segregated account falls below the
amount that the Fund will be required to pay on settlement, additional assets
may be required to be added to the segregated account. Such segregated
accounts could affect the Fund's liquidity and ability to manage its
portfolio. When the Fund engages in when-issued or delayed-delivery
transactions, it is effectively relying on the seller of such securities to
consummate the trade; failure of the seller to do so may result in the Fund's
incurring a loss or missing an opportunity to invest funds held in the
segregated account more advantageously.
The Fund will not pay for securities purchased on a when-issued or
delayed-delivery basis, or start earning interest on such securities, until
the securities are actually received. However, any security so purchased will
be recorded as an asset of the Fund at the time the commitment is made.
Because the market value of securities purchased on a when-issued or
delayed-delivery basis may increase or decrease prior to settlement as a
result of changes in interest rates or other factors, such securities will be
subject to changes in market value prior to settlement and a loss may be
incurred if the value of the security to be purchased declines prior to
settlement.
Convertibles
A convertible bond or convertible preferred stock gives the holder the option
of converting these securities into common stock. Convertible securities also
contain a call feature whereby the issuer may redeem the security at a
stipulated price, thereby limiting the possible appreciation.
Warrants
Warrants allow the holder to purchase new shares in the issuing company at a
predetermined price within either a specified length of time or perpetually.
Warrants may be sold individually or attached to preferred stock or bonds.
Aetna Investment Advisers Fund, Inc. 13
<PAGE>
The purchaser of a warrant expects that the market price of a security will
exceed the purchase price of the warrant plus the exercise price of the
warrant, thus giving him a profit. Since the market price may never exceed
the exercise price before the expiration date of the warrant, the purchaser
of the warrant risks the loss of the entire purchase price of the warrant.
Borrowing
The Fund may borrow up to 5% of the value of its total assets for temporary
or emergency purposes. The Fund may also borrow up to one-third of the value
of its total assets from banks (including its custodian bank) to increase its
holdings of portfolio securities. Leveraging by means of borrowing may affect
the Fund's net asset value by exaggerating any increase or decrease in the
value of portfolio securities, and money borrowed is subject to interest and
other costs which may or may not exceed the income derived from the
securities purchased with borrowed funds. There is no present intention to
leverage the Fund.
Portfolio Turnover
Portfolio turnover refers to the frequency of portfolio transactions and the
percentage of portfolio assets being bought and sold in the aggregate during
the year. The Fund does not intend to make a general practice of short-term
trading, although it may occasionally realize short-term gains or losses.
Purchases and sales will be made whenever such action is deemed prudent and
consistent with investment objectives. It is anticipated that under normal
market conditions the average annual portfolio turnover rate will not exceed
125%. A high turnover rate involves greater expenses and may involve greater
risk to the Fund. The portfolio turnover rates for 1994 and 1995 were 112%
and 141% respectively.
DIRECTORS AND OFFICERS OF THE FUND
The investments and administration of the Fund are under the direction of the
Board of Directors. The Directors and executive officers of the Fund and
their principal occupations for the past five years are listed below. Those
directors who are "interested persons," as defined in the 1940 Act, are
indicated by an asterisk (*). All Directors and officers hold similar
positions with other investment companies in the same Fund Complex managed by
the Investment Adviser. 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 (Series B), and
Aetna Generation Portfolios, Inc.
<TABLE>
<CAPTION>
Principal Occupation During Past Five Years
Position(s) Held (and Positions held with Affiliated Persons
Name, Address and Age with Registrant or Principal Underwriters of the Registrant)
<S> <C> <C>
Shaun P. Mathews* Director and Vice President, Products Group, Aetna
151 Farmington Avenue President Retirement Services, Inc., February 1996 to
Hartford, Connecticut Present; Senior Vice President, Strategic
Age 40 Markets and Products, ALIAC, February 1993 to
February 1996; Chief Executive, Aetna
Investment Services, Inc., October 1995 to
Present; President, Aetna Investment
Services, Inc., March 1994 to Present;
Director and Chief Operations Officer, Aetna
Investment Services, Inc., July 1993 to
Present; Director and Senior Vice President,
Aetna Insurance Company of America, February
1993 to Present; Senior Vice President,
Pensions, ALIAC, March 1991 to February 1993;
Vice President of Aetna Life Insurance
Company, 1991 to Present.
14 Aetna Investment Advisers Fund, Inc.
<PAGE>
James C. Hamilton Vice President Chief Financial Officer, Aetna Investment
151 Farmington Avenue and Treasurer Services, Inc., July 1993 to Present;
Hartford, Connecticut Director, Vice President and Treasurer, Aetna
Age 55 Insurance Company of America, February 1993
to Present; Director, Aetna Private Capital,
Inc., November 1990 to Present; Vice
President and Treasurer, ALIAC, October 1988
to Present; Vice President and Actuary, Aetna
Life Insurance Company, 1988 to Present.
Susan E. Bryant Secretary Counsel, Aetna Life and Casualty Company,
151 Farmington Avenue March 1993 to Present; General Counsel and
Hartford, Connecticut Corporate Secretary, First Investors
Age 48 Corporation, April 1991 to March 1993;
Administrator, Oklahoma Department of
Securities, March 1986 to April 1991.
Morton Ehrlich Director Chairman and Chief Executive Officer,
1000 Venetian Way Integrated Management Corp. (an
Miami, Florida entrepreneurial company) and Universal
Age 61 Research Technologies, 1992 to Present;
Director and Chairman, Audit Committee,
National Bureau of Economic Research, 1985 to
1992; President, LIFECO, Travel Services
Corp., October 1988 to December 1991.
Maria T. Fighetti Director 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 52 Present.
David L. Grove Director Private Investor; Economic/Financial
5 The Knoll Consultant, December 1985 to Present.
Armonk, New York
Age 78
Timothy A. Holt* Director Director, Senior Vice President and Chief
151 Farmington Avenue Financial Officer, ALIAC, February 1996 to
Hartford, Connecticut Present; Senior Vice President, Business
Age 43 Strategy & Finance, Aetna Retirement
Services, Inc., February 1996 to Present;
Vice President, Portfolio Management/
Investment Group, Aetna Life and Casualty
Company, June 1991 to February 1996;
Treasurer, Aetna Investment Management, Inc.,
February 1990 to June 1991.
Aetna Investment Advisers Fund, Inc. 15
<PAGE>
Daniel P. Kearney* Director Director, President, and Chief Executive
151 Farmington Avenue Officer, ALIAC, December 1993 to Present;
Hartford, Connecticut Executive Vice President, Aetna Life and
Age 56 Casualty Company, December 1993 to Present;
Group Executive, 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 Director Financial Adviser, self-employed, January
455 East 86th Street 1993 to Present; Senior Adviser, Daiwa
New York, New York Securities America, Inc., January 1992 to
Age 61 January 1993; Executive Vice President,
Member of Executive Committee, Daiwa
Securities America, Inc., January 1986 to
January 1992.
Corine T. Norgaard** Director, Chair Professor, Accounting and Dean of the School
School of Management Audit Committee of Management, Binghamton University
Binghamton University and Contract (Binghamton, NY), August 1993 to Present;
Binghamton, New York Committee Professor, Accounting, University of
Age 58 Connecticut (Storrs, Connecticut), September
1969 to June 1993; Director, The Advest Group
(holding company for brokerage firm).
Richard G. Scheide Director Trust and Private Banking Consultant, David
11 Lily Street Ross Palmer Consultants, July 1991 to
Nantucket, Massachusetts Present; Executive Vice President and
Age 66 Manager, Bank of New England, N.A., June 1976
to July 1991.
</TABLE>
** Dr. Norgaard is a director of a holding company that has as a subsidiary a
broker-dealer that sells contracts for Aetna Life Insurance and Annuity
Company. The Fund is offered as an investment option under the Contracts.
Her position as a director of the holding company may cause her to be an
"interested person" for purposes of the 1940 Act.
During the year ended December 31, 1995, members of the Boards of the Funds
within the Aetna Mutual Fund Complex who are also directors, officers or
employees of Aetna Life and Casualty Company and its affiliates were not
entitled to any compensation from the Funds. Effective November 1, 1995,
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 Mutual 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 Mutual Fund Complex based on
the net assets of the Fund as of the date compensation is earned.
16 Aetna Investment Advisers Fund, Inc.
<PAGE>
As of December 31, 1995, the unaffiliated members of the Board of Directors
were compensated as follows:
Total
Compensation
from
Aggregate Registrant
Compensation and Fund
Name of Person, from Complex Paid
Position Registrant to Directors
-------------------------- ------------- -------------
Corine Norgaard
Director and
Chairman, Audit and
Contract Committees $5,198 $51,000
Sidney Koch
Director and
Member, Audit and
Contract Committees $4,688 $47,000
Maria T. Fighetti
Director and
Member, Audit and
Contract Committees $4,688 $46,000
Morton Ehrlich
Director and
Member, Audit and
Contract Committees $4,688 $46,000
Richard G. Scheide
Director and
Member, Audit and
Contract Committees $4,688 $46,500
David L. Grove
Director and
Member, Audit and
Contract Committees $4,688* $46,500*
* Mr. Grove elected to defer all such compensation.
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS OF THE FUND
Shares of the Fund will be owned by the Company and its affiliates and
allocated to variable annuity and variable life insurance separate accounts
to fund obligations under VA Contracts and VLI Policies. Contract holders in
these separate accounts are provided the right to direct the voting of the
Fund shares at shareholder meetings. The Company and its affiliates vote the
shares they own in these separate accounts in accordance with contract
holders' directions. Undirected shares of the Fund will be voted for each
Account in the same proportion as directed shares. The 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 indirect
wholly owned subsidiary of Aetna Life and Casualty Company located at 151
Farmington Avenue, Hartford, Connecticut 06156.
INVESTMENT ADVISORY AGREEMENT
The Fund has an Investment Advisory Agreement (the "Management Agreement")
with the Company in effect since April 1994. It has been confirmed each year
and is currently effective through December 31, 1997. A prior investment
advisory agreement with the Company, with substantially identical terms, was
Aetna Investment Advisers Fund, Inc. 17
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in effect prior to April 1994. Under the Management Agreement and subject to
the direction of the Board of Directors of the Fund, the Company has
responsibility for (i) supervising all aspects of the operations of the Fund;
(ii) selecting the securities to be purchased, sold or exchanged by the Fund
or otherwise represented in the Fund's investment portfolio, place trades for
all such securities; (iii) formulating and implementing continuing programs
for the purchase and sale of securities; (iv) obtaining and evaluating
pertinent information about significant developments and economic,
statistical, and financial data, domestic, foreign or otherwise, whether
affecting the economy generally, the Fund, securities held by or under
consideration for the Fund, or the issuers of those securities; (v) providing
economic research and securities analyses as the Adviser considers necessary
or advisable in connection with the Adviser's performance of its duties
hereunder; (vi) obtaining the services of, contracting with, and providing
instructions to custodians and/or subcustodians of the Fund's securities,
transfer agents, dividend paying agents, pricing services and other service
providers as are necessary to carry out the terms of this Agreement; (vii)
preparing financial and performance reports, calculating and reporting daily
net asset values, and preparing any other financial data or reports, as the
Adviser from time to time, deems necessary or as is requested by the Board;
and (viii) taking any other actions which appear to the Adviser and the Board
necessary.
The Management Agreement provides that the Company shall pay (a) the
salaries, employment benefits and other related costs of those of its
personnel engaged in providing investment advice to the Fund, including,
without limitation, office space, office equipment, telephone and postage
costs and (b) any fees and expenses of all Directors, officers and employees,
if any, of the Fund who are employees of the Company or an affiliated entity
and any salaries and employment benefits payable to those persons. The
Management Agreement provides that the Fund will pay (i) investment advisory
fees; (ii) broker's commissions and certain other transaction fees including
the portion of such fees, if any, which is attributable to brokerage research
services; (iii) fees and expenses of the Fund's independent auditors and
outside legal counsel; (iv) expenses of printing and distributing proxies,
proxy statements, prospectuses and reports to shareholders of the Fund,
except as such expenses may be borne by the distributor; (v) interest and
taxes; (vi) fees and expenses of those of the Fund's Directors who are not
"interested persons" (as defined by the 1940 Act) of the Fund or the Company;
(vii) costs and expenses of promoting the sale of shares in the Fund,
including preparing prospectuses and reports to shareholders of the Fund;
(viii) administrator, transfer agent, custodian and dividend disbursing agent
fees and expenses; (ix) fees of dividend, accounting and pricing agents
appointed by the Fund; (x) fees payable to the SEC or in connection with the
registration of shares of the Fund under the laws of any state or territory
of the United States or the District of Columbia; (xi) fees and assessments
of the Investment Company Institute or any successor organization or other
association memberships approved by the Board of Directors; (xii) such
nonrecurring or extraordinary expenses as may arise; (xiii) all other
ordinary business expenses incurred in the operations of the Fund, unless
specifically allocable otherwise by the Management Agreement; (xiv) costs
attributable to investor services, administering shareholder accounts and
handling shareholder relations; (xv) all expenses incident to the payment of
any dividend, distribution, withdrawal or redemption; and (xvi) insurance
premiums on property and personnel (including officers and Directors) of the
Fund which benefit the Fund. Some of the costs payable by the Fund under the
Management Agreement are being assumed by the Company under the terms of the
Administrative Services Agreement (see "Administrative Services Agreement").
The Management Agreement provides that if, for any fiscal year, the total of
all ordinary business expenses of the Fund, including all investment advisory
fees but excluding brokerage commissions, distribution fees, taxes, interest
and extraordinary expenses and certain other excludable expenses, would
exceed the most restrictive expense limits imposed by any statute or
regulatory authority of any jurisdiction in which shares of the Fund are
offered for sales (unless a waiver is obtained), the Company shall reduce its
advisory fee in order to reduce such excess expenses, but will not be
required to reimburse the Fund for any ordinary business expenses which
exceed the amount of its advisory fee for such fiscal year.
The Management Agreement provides that it will continue in effect from year
to year provided it is specifically approved at least annually by the Board
of Directors of the Fund and by a majority of the non-
18 Aetna Investment Advisers Fund, Inc.
<PAGE>
interested Directors by votes cast at a meeting called for such purpose. The
Management Agreement provides that it may be terminated at any time by vote
of the Fund's Directors or by vote of a majority of the Fund's outstanding
voting securities or the Company, on sixty (60) days' written notice to the
other party. The Management Agreement will terminate automatically in the
event of its assignment.
Pursuant to the terms of the previous management agreement, the Company
received an annual investment advisory fee of 0.25% of the average daily net
assets of the Fund. For the years 1993, 1994 and 1995 the Fund paid the
Company an investment advisory fee of $2,062,962, $2,369,486 and $2,674,612
respectively.
The service mark of Aetna Investment Advisers Fund, Inc. and the name "Aetna"
have been adopted by the Advisers Fund with the permission of Aetna Life and
Casualty Company and their continued use is subject to the right of Aetna
Life and Casualty Company to withdraw this permission in the event the
Company or another subsidiary or affiliated corporation of Aetna Life and
Casualty Company should not be the investment adviser of the Fund.
ADMINISTRATIVE SERVICES AGREEMENT
The Fund has entered into an Administrative Services Agreement with the
Company effective May 1, 1996 under which the Company has agreed to provide
all administrative services in support of the Fund. In addition, the Company
has agreed to pay on behalf of the Fund, all ordinary recurring direct costs
of the Fund that it would otherwise be required to pay under the terms of the
Investment Advisory Agreement except brokerage costs and other transaction
costs in connection with the purchase and sale of securities for its
portfolio (Transaction Costs). As a result, the Fund's costs and fees are
limited to its advisory fee, the administrative services charge and
Transaction Costs. For the services under the Administrative Services
Agreement, the Company will receive an annual fee, payable monthly, at a rate
of 0.08% of the average daily net assets of the Fund. Prior to May 1, 1996,
the Company had an Administrative Services Agreement that provided for the
reimbursement of a proportionate share of the Company's overhead in
administering the Fund. The Fund was obligated to pay its own direct costs.
The total of the direct costs and administrative costs for the years ended
December 31, 1993, 1994 and 1995 were $497,331, $631,529 and $583,165,
respectively.
The Administrative Services Agreement will remain in effect until January 1,
1997. It will then remain in effect from year-to-year if approved annually by
a majority of the Directors. It may be terminated by either party on sixty
days' written notice.
BROKERAGE ALLOCATION AND TRADING POLICIES
Subject to the direction of the Fund's Board of Directors, the Company has
responsibility for making the Fund's investment decisions, for effecting the
execution of trades for the Fund and for negotiating any brokerage
commissions thereon. It is the policy of the Company to obtain the best
quality of execution available, giving attention to net price (including
commissions where applicable), execution capability (including the adequacy
of a firm's capital position), research and other services related to
execution; the relative priority given to these factors will depend on all of
the circumstances regarding a specific trade.
In implementing its trading policy, the Company may place the Fund's
portfolio transactions with such brokers or dealers and for execution in such
markets as, in the opinion of the Company, will lead to the best overall
quality of execution for the Fund.
The Company currently receives a variety of brokerage and research services
from brokerage firms in return for the execution by such brokerage firms of
trades in securities held by the Fund. These brokerage and research services
include, but are not limited to, quantitative and qualitative research
information and purchase and sale recommendations regarding securities and
industries, analyses and reports covering a broad range of economic factors
and trends, statistical data relating to the strategy and performance of the
Fund and other investment companies, services related to the execution of
trades in the
Aetna Investment Advisers Fund, Inc. 19
<PAGE>
Fund's securities and advice as to the valuation of securities. The Company
considers the quantity and quality of such brokerage and research services
provided by a brokerage firm along with the nature and difficulty of the
specific transaction in negotiating commissions for trades in the Fund's
securities.
Consistent with federal legislation, the Company may obtain such brokerage
and research services regardless of whether they are paid for (1) by means of
commissions; or (2) by means of separate, non-commission payments. The
Company's judgment as to whether and how it will obtain the specific
brokerage and research services will be based upon its analysis of the
quality of such services and the cost (depending upon the various methods of
payment which may be offered by brokerage firms) and will reflect the
Company's opinion as to which services and which means of payment are in the
long-term best interests of the Fund. The Fund has no present intention to
effect any brokerage transactions in portfolio securities with the Company or
any affiliate of the Fund or the Company.
Certain executive officers of the Company also have supervisory
responsibility with respect to the securities portfolio of the Company's own
general account. Further, the Company also acts as investment adviser to
other investment companies registered under the 1940 Act. The Company has
adopted policies designed to prevent disadvantaging the Fund in placing
orders for the purchase and sale of securities for the Fund. The Company will
normally use its own facilities and there will not be allocations of such
orders between the Fund and the Company's general account. However, to the
extent the Company has other clients, the Fund and another advisory client of
the Company may desire to buy or sell the same publicly traded security at or
about the same time. In such a case, the purchases or sales will normally be
allocated as nearly as practicable on a pro rata basis in proportion to the
amounts to be purchased or sold by each. In some cases the smaller orders
will be filled first. In determining the amounts to be purchased and sold,
the main factors to be considered are the respective investment objectives of
the Fund and the other portfolios, the relative size of portfolio holdings of
the same or comparable securities, availability of cash for investment by the
Fund and the other portfolios, and the size of their respective investment
commitments. Trades may be executed between Funds and such trades are
executed at "current market price" in compliance with SEC Rule 17a-7.
For 1993, 1994, and 1995 the Fund paid brokerage commissions of $736,136,
$2,051,044 and $3,963,689 respectively.
For the fiscal year ended December 31, 1995, portfolio transactions in the
amount of $489,256,930 were directed to certain brokers because of research
services, of which commissions in the amount of $496,989 were paid with
respect to such transactions. No brokerage business was placed with any
brokers affiliated with ALIAC during the last three fiscal years.
DESCRIPTION OF SHARES
Aetna Investment Advisers Fund, Inc. was established under the laws of
Maryland through Articles of Incorporation ("Articles") dated December 14,
1988.
The Articles permit the Directors to issue two billion transferable full and
fractional shares of common stock with a par value of $.001 per share.
Upon liquidation of the Fund, its shareholder (the Company) is entitled to
share pro rata in the net assets of the Advisers Fund available for
distribution to shareholders. Fund shares are fully paid and nonassessable.
TAX MATTERS
The following is only a summary of certain additional tax considerations
generally affecting the Fund and its shareholders that are not described in
the Prospectus. No attempt is made to present a detailed explanation of the
tax treatment of the Fund or its shareholders, and the discussions here and
in the Prospectus are not intended as substitutes for careful tax planning.
Holders of VA Contracts or VLI Policies must consult the prospectuses of
their respective contracts or policies for information concerning the federal
income tax consequences of owning such VA Contracts or VLI Policies.
20 Aetna Investment Advisers Fund, Inc.
<PAGE>
Qualification as a Regulated Investment Company
The Fund has elected to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
As a regulated investment company, the Fund generally is not subject to
federal income tax on the portion of its net investment income (i.e., taxable
interest, dividends and other taxable ordinary income, net of expenses) and
capital gain net income (i.e., the excess of capital gains over capital
losses) that it distributes to shareholders, provided that it distributes at
least 90% of its investment company taxable income (i.e., net investment
income and the excess of net short-term capital gain over net long-term
capital loss) for the taxable year (the "Distribution Requirement"), and
satisfies certain other requirements of the Code that are described below.
Distributions by the Fund made during the taxable year or, under specified
circumstances, within twelve months after the close of the taxable year, will
be considered distributions of income and gains of the taxable year and can
therefore satisfy the Distribution Requirement.
In addition to satisfying the Distribution Requirement, a regulated
investment company must: (1) derive at least 90% of its gross income from
dividends, interest, certain payments with respect to securities loans, gains
from the sale or other disposition of stock or securities or foreign
currencies (to the extent such currency gains are directly related to the
regulated investment company's principal business of investing in stock or
securities) and other income (including but not limited to gains from
options, futures or forward contracts) derived with respect to its business
of investing in such stock, securities or currencies (the "Income
Requirement"); and (2) derive less than 30% of its gross income (exclusive of
certain gains on designated hedging transactions that are offset by realized
or unrealized losses on offsetting positions) from the sale or other
disposition of stock, securities or foreign currencies (or options, futures
or forward contracts thereon) held for less than three months (the
"Short-Short Gain Test"). However, foreign currency gains, including those
derived from options, futures and forwards, will not in any event be
characterized as Short-Short Gain if they are directly related to the
regulated investment company's investments in stock or securities (or options
or futures thereon). Because of the Short-Short Gain Test, the Fund may have
to limit the sale of appreciated securities that it has held for less than
three months. However, the Short-Short Gain Test will not prevent the Fund
from disposing of investments at a loss, since the recognition of a loss
before the expiration of the three-month holding period is disregarded for
this purpose. Interest (including original issue discount) received by the
Fund at maturity or upon the disposition of a security held for less than
three months will not be treated as gross income derived from the sale or
other disposition of such security within the meaning of the Short-Short Gain
Test. However, income that is attributable to realized market appreciation
will be treated as gross income from the sale or other disposition of
securities for this purpose.
Finally, the Fund must satisfy an asset diversification test in order to
qualify as a regulated investment company. Under this test, at the close of
each quarter of the Fund's taxable year, at least 50% of the value of the
Fund's assets must consist of cash and cash items, U.S. Government
securities, securities of other regulated investment companies, and
securities of other issuers (as to which the Fund has not invested more than
5% of the value of the Fund's total assets in securities of such issuer and
as to which the Fund does not hold more than 10% of the outstanding voting
securities of such issuer), and no more than 25% of the value of its total
assets may be invested in the securities of any one issuer (other than U.S.
Government securities and securities of other regulated investment
companies), or in two or more issuers which the Fund controls and which are
engaged in the same or similar trades or businesses. Generally, an option
(call or put) with respect to a security is treated as issued by the issuer
of the security not the issuer of the option. However, with regard to forward
currency contracts, there does not appear to be any formal or informal
authority which identifies the issuer of such instrument. For purposes of
asset diversification testing, obligations issued by or guaranteed by
agencies and instrumentalities of the U.S. Government such as the Federal
Agricultural Mortgage Corporation, the Farm Credit System Financial
Assistance Corporation, a Federal Home Loan Bank, the Federal Home Loan
Mortgage Corporation, the Federal National Mortgage Association, the
Government National Mortgage Corporation, and the Student Loan Marketing
Association are treated as U.S. Government securities.
Aetna Investment Advisers Fund, Inc. 21
<PAGE>
If for any taxable year the Fund does not qualify as a regulated investment
company, all of its taxable income (including its net capital gain) will be
subject to tax at regular corporate rates without any deduction for
distributions to shareholders, and such distributions will be taxable to the
shareholders as ordinary dividends to the extent of the Fund's current and
accumulated earnings and profits. Such distributions generally will be
eligible for the dividends-received deduction in the case of corporate
shareholders.
Qualification of Segregated Asset Accounts
Under Code section 817(h), a segregated asset account upon which a variable
annuity contract or variable life insurance policy is based must be
"adequately diversified." A segregated asset account will be adequately
diversified if it satisfies one of two alternative tests set forth in the
Treasury Regulations. Specifically, the Treasury Regulations provide, that
except as permitted by the "safe harbor" discussed below, as of the end of
each calendar quarter (or within 30 days thereafter) no more than 55% of a
fund's total assets may be represented by any one investment, no more than
70% by any two investments, no more than 80% by any three investments and no
more than 90% by any four investments. For this purpose, all securities of
the same issuer are considered a single investment, and while each U.S.
Government agency and instrumentality is considered a separate issuer, a
particular foreign government and its agencies, instrumentalities and
political subdivisions may be considered the same issuer. As a safe harbor, a
separate account will be treated as being adequately diversified if the
diversification requirements under Subchapter M are satisfied and no more
than 55% of the value of the account's total assets are cash and cash items,
U.S. government securities and securities of other regulated investment
companies.
For purposes of these alternative diversification tests, a segregated asset
account investing in shares of a regulated investment company will be
entitled to "look-through" the regulated investment company to its pro rata
portion of the regulated investment company's assets, provided the regulated
investment company satisfies certain conditions relating to the ownership of
the shares.
Excise Tax on Regulated Investment Companies
A 4% non-deductible excise tax is imposed on a regulated investment company
that fails to distribute in each calendar year an amount equal to 98% of
ordinary taxable income for the calendar year and 98% of capital gain net
income for the one-year period ended on October 31 of such calendar year (or,
at the election of a regulated investment company having a taxable year
ending November 30 or December 31, for its taxable year (a "taxable year
election")). The balance of such income must be distributed during the next
calendar year. For the foregoing purposes, a regulated investment company is
treated as having distributed any amount on which it is subject to income tax
for any taxable year ending in such calendar year.
For purposes of the excise tax, a regulated investment company shall: (1)
reduce its capital gain net income (but not below its net capital gain) by
the amount of any net ordinary loss for the calendar year; and (2) exclude
foreign currency gains and losses from Section 988 transactions incurred
after October 31 of any year (or after the end of its taxable year if it has
made a taxable year election) in determining the amount of ordinary taxable
income for the current calendar year (and, instead, include such gains and
losses in determining ordinary taxable income for the succeeding calendar
year).
The Fund intends to make sufficient distributions or deemed distributions of
its ordinary taxable income and capital gain net income prior to the end of
each calendar year to avoid liability for the excise tax. However, investors
should note that the Fund may in certain circumstances be required to
liquidate portfolio investments to make sufficient distributions to avoid
excise tax liability.
Fund Distributions
The Fund anticipates distributing substantially all of its investment company
taxable income for each taxable year. Such distributions will be taxable to
ALIAC as ordinary income and treated as dividends for federal income tax
purposes, but they may qualify for the dividends-received deduction for
corporate shareholders to the extent discussed below.
The Fund may either retain or distribute to ALIAC its net capital gain for
each taxable year. The Fund currently intends to distribute any such amounts.
If net capital gain is distributed and designated as a
22 Aetna Investment Advisers Fund, Inc.
<PAGE>
capital gain dividend, it will be taxable to ALIAC as long-term capital gain,
regardless of the length of time ALIAC has held its shares or whether such
gain was recognized by the Fund prior to the date on which the shareholder
acquired his shares. All distributions paid to ALIAC, whether characterized
as ordinary income or capital gain, are not taxable to VA Contract or VLI
Policy holders.
If the Fund elects to retain its net capital gain, the Fund will be taxed
thereon (except to the extent of any available capital loss carryovers) at
the 35% corporate tax rate. Where the Fund elects to retain its net capital
gain, it is expected that the Fund also will elect to have shareholders of
record on the last day of its taxable year treated as if each received a
distribution of his pro rata share of such gain, with the result that each
shareholder will be required to report his pro rata share of such gain on his
tax return as long-term capital gain, will receive a refundable tax credit
for his pro rata share of tax paid by the Fund on the gain, and will increase
the tax basis for his shares by an amount equal to the deemed distribution
less the tax credit.
Ordinary income dividends paid by the Fund with respect to a taxable year may
qualify for the dividends-received deduction generally available to
corporations (other than corporations, such as S corporations, which are not
eligible for the deduction because of their special characteristics and other
than for purposes of special taxes such as the accumulated earnings tax and
the personal holding company tax) to the extent of the amount of qualifying
dividends received by the Fund from domestic corporations for the taxable
year and if the shareholder meets eligibility requirements in the Code. A
dividend received by the Fund will not be treated as a qualifying dividend
(1) if it has been received with respect to any share of stock that the Fund
has held for less than 46 days (91 days in the case of certain preferred
stock), excluding for this purpose under the rules of Code Section 246(c) (3)
and (4): (i) any day more than 45 days (or 90 days in the case of certain
preferred stock) after the date on which the stock becomes ex-dividend and
(ii) any period during which the Fund has an option to sell, is under a
contractual obligation to sell, has made and not closed a short sale of, is
the grantor of a deep-in-the-money or otherwise nonqualified option to buy,
or has otherwise diminished its risk of loss by holding other positions with
respect to, such (or substantially identical) stock; (2) to the extent that
the Fund is under an obligation (pursuant to a short sale or otherwise) to
make related payments with respect to positions in substantially similar or
related property; or (3) to the extent the stock on which the dividend is
paid is treated as debt-financed under the rules of Code Section 246A.
Moreover, the dividends-received deduction for a corporate shareholder may be
disallowed or reduced (i) if the corporate shareholder fails to satisfy the
foregoing requirements with respect to its shares of the Fund or (ii) by
application of Code Section 246(b) which in general limits the
dividends-received deduction.
Alternative Minimum Tax ("AMT") is imposed in addition to, but only to the
extent it exceeds, the regular tax and is computed at a maximum marginal rate
of 28% for noncorporate taxpayers and 20% for corporate taxpayers on the
excess of the taxpayer's alternative minimum taxable income ("AMTI") over an
exemption amount. In addition, under the Superfund Amendments and
Reauthorization Act of 1986, a tax is imposed for taxable years beginning
after 1986 and before 1996 at the rate of 0.12% on the excess of a corporate
taxpayer's AMTI (determined without regard to the deduction for this tax and
the AMT net operating loss deduction) over $2 million. For purposes of the
corporate AMT and the environmental super fund tax (which are discussed
above), the corporate dividends-received deduction is not itself an item of
tax preference that must be added back to taxable income or is otherwise
disallowed in determining a corporation's AMTI. However, corporate
shareholders will generally be required to take the full amount of any
dividend received from the Fund into account (without a dividends-received
deduction) in determining its adjusted current earnings, which are used in
computing an additional corporate preference item (i.e., 75% of the excess of
a corporate taxpayer's adjusted current earnings over its AMTI (determined
without regard to this item and the AMT net operating loss deduction))
includable in AMTI.
Investment income that may be received by the Fund from sources within
foreign countries may be subject to foreign taxes withheld at the source. The
United States has entered into tax treaties with many foreign countries which
entitle the Fund to a reduced rate of, or exemption from, taxes on such
income. It is impossible to determine the effective rate of foreign tax in
advance since the amount of the Fund's assets to be invested in various
countries is not known.
Aetna Investment Advisers Fund, Inc. 23
<PAGE>
Distributions by the Fund that do not constitute ordinary income dividends or
capital gain dividends will be treated as a return of capital to the extent
of (and in reduction of) the shareholder's tax basis in his shares; any
excess will be treated as gain from the sale of his shares, as discussed
below.
Distributions paid to ALIAC will be reinvested in additional shares.
Shareholders receiving a distribution in the form of additional shares will
be treated as receiving a distribution in an amount equal to the fair market
value of the shares received, determined as of the reinvestment date. In
addition, if the net asset value at the time a shareholder purchases shares
of the Fund reflects undistributed net investment income or recognized
capital gain net income, or unrealized appreciation in the value of the
assets of the Fund, distributions of such amounts will be taxable to the
shareholder in the manner described above, although such distributions
economically constitute a return of capital to the shareholder.
Ordinarily, shareholders are required to take distributions by the Fund into
account in the year in which the distributions are made. However, dividends
declared in October, November or December of any year and payable to
shareholders of record on a specified date in such a month will be deemed to
have been received by the shareholders (and made by the Fund) on December 31
of such calendar year if such dividends are actually paid in January of the
following year. Shareholders will be advised annually as to the U.S. federal
income tax consequences of distributions made (or deemed made) during the
year.
Sale or Redemption of Shares
ALIAC will recognize gain or loss on the sale or redemption of shares of the
Fund in an amount equal to the difference between the proceeds of the sale or
redemption and the shareholder's adjusted tax basis in the shares. All or a
portion of any loss so recognized may be disallowed if the shareholder
purchases other shares of the Fund within 30 days before or after the sale or
redemption. In general, any gain or loss arising from (or treated as arising
from) the sale or redemption of shares of the Fund will be considered capital
gain or loss and will be long-term capital gain or loss if the shares were
held for longer than one year. However, any capital loss arising from the
sale or redemption of shares held, or deemed under Code rules to be held, for
six months or less will be treated as a long-term capital loss to the extent
of the amount of capital gain dividends received on such shares. Although
gain or loss realized on shares redeemed through the direction of VA Contract
or VLI Policy holders is taxable to ALIAC, such VA Contract or VLI Policy
holders will not be subject to tax.
Effect of Future Legislation; Local Tax Considerations
The foregoing general discussion of U.S. federal income tax consequences is
based on the Code and the Treasury Regulations issued thereunder as in effect
on the date of this Statement of Additional Information. Future legislative
or administrative changes or court decisions may significantly change the
conclusions expressed herein, and any such changes or decisions may have a
retroactive effect with respect to the transactions contemplated herein.
Rules of state and local taxation of ordinary income dividends and capital
gain dividends from regulated investment companies often differ from the
rules for U.S. federal income taxation described above. Shareholders are
urged to consult their tax advisers as to the consequences of these and other
state and local tax rules affecting investment in the Fund.
VOTING RIGHTS
The shareholder is entitled to one vote for each full share held (and
fractional votes for fractional shares held) and will vote in the election of
Directors (to the extent hereinafter provided) and on other matters submitted
to the vote of the shareholder. The shareholders of the Fund are the
insurance company depositors of various separate accounts. The insurance
companies pass voting rights for shares held by the separate accounts for VA
Contracts and VLI Policies through to Contract holders or Participants as
described in the prospectus for the applicable VA Contract or VLI Policy. A
meeting of the shareholders was held on April 13, 1994, at which Directors
were elected and the Management Agreement submitted for approval.
24 Aetna Investment Advisers Fund, Inc.
<PAGE>
After the initial meeting, no further meeting of the shareholder for the
purpose of electing Directors will be held unless and until such time as less
than a majority of the Directors holding office have been elected by the
shareholder, at which time the Directors then in office will call a
shareholder meeting for election of Directors. Vacancies occurring between
any such meetings shall be filled in an otherwise legal manner if immediately
after filling any such vacancy, at least two-thirds of the Directors holding
office have been elected by the shareholder.
Special shareholder meetings may be called when requested in writing by the
holders of not less than 10% of the outstanding voting shares of the Fund.
Any request must state the purposes of the proposed meeting.
Except as set forth above, the Directors shall continue to hold office and
may appoint successor Directors. Directors may be removed from office (1) at
any time by two-thirds vote of the Directors; (2) by a majority vote of
Directors where any Director becomes mentally or physically incapacitated;
(3) at a special meeting of shareholders by a two-thirds vote of the
outstanding shares; (4) by written declaration filed with Mellon Bank, N.A.,
the Fund's custodian, signed by two-thirds of the Fund's shareholders. Any
Director may also voluntarily resign from office. Voting rights are not
cumulative, so that the holders of more than 50% of the shares voting in the
election of Directors can, if they choose to do so, elect all the Directors
of the Fund, in which event the holders of the remaining shares will be
unable to elect any person as a Director.
The Articles may be amended by an affirmative vote of a majority of the
shares at any meeting of shareholders or by written instrument signed by a
majority of the Directors and consented to by a majority of the shareholders.
The Directors may also amend the Articles without the vote or consent of
shareholders if they deem it necessary to conform the Articles to the
requirements of applicable federal laws or regulations or the requirements of
the regulated investment company provisions of the Internal Revenue Code of
1986, as amended, but the Directors shall not be liable for failing to do so.
Shares have no preemptive or conversion rights.
SALE AND REDEMPTION OF SHARES
Shares of the Fund are sold and redeemed at the net asset value next
determined after receipt of a purchase or redemption order in acceptable form
by the Company. No sales charge or redemption charge is made.
The value of shares redeemed may be more or less than the shareholder's
costs, depending upon the market value of the portfolio securities at the
time of redemption. Payment for shares redeemed will be made to the Company
by the Fund within seven days or the maximum period allowed by law, if
shorter, after the redemption request is received by the Company acting as
the transfer agent for the Fund. The right to redeem shares of the Fund may
be suspended or payment therefore postponed for any period during which (a)
trading on the New York Stock Exchange is restricted as determined by the SEC
or such exchange is closed for other than weekends and holidays; (b) an
emergency exists, as determined by the SEC, as a result of which (i) disposal
by the Fund of portfolio securities owned by it is not reasonably
practicable, or (ii) it is not reasonably practicable for the Fund to
determine fairly the value of its net assets; or (c) the SEC by order so
permits, for the protection of shareholders of the Fund.
NET ASSET VALUE
Securities of the Fund are generally valued by independent pricing services.
Equity securities of the Fund which are traded on a registered securities
exchange are based on the last sale price or, if there has been no sale that
day, at the mean of the last bid and asked price on the exchange where the
security is principally traded. Securities traded over the counter are valued
at the mean of the last bid and asked price if current market quotations are
not readily available. Short-term debt securities which have a maturity date
of more than sixty days will be valued at the mean of the last bid and asked
price obtained from principal market makers. Generally, short-term debt
securities maturing in sixty days or less at the date of purchase will be
valued using the "amortized cost" method of valuation. This involves valuing
an instru-
Aetna Investment Advisers Fund, Inc. 25
<PAGE>
ment at its cost and thereafter assuming a constant amortization of premium
or increase of discount. Long-term debt securities traded on a national
securities exchange are valued at the mean of the last bid and asked price of
such securities obtained from a broker who is a market-maker in the
securities or a service providing quotations based upon the assessment of
market-makers in those securities.
Call options written by the Fund and put options are valued at the mean of
the last bid and asked price on the principal exchange where the option is
traded. Stock index futures contracts and interest rate futures contracts are
valued daily at a settlement price based on rules of the exchange where the
futures contract is primarily traded.
CUSTODIAN
Mellon Bank, N.A., One Mellon Bank Center, Pittsburgh, PA, 15258 serves as
custodian for assets of the Fund. The custodian does not participate in
determining the investment policies of the Fund or in deciding which
securities are purchased or sold by the Fund. The Fund, however, may invest
in obligations of the custodian and may purchase or sell securities from or
to the custodian.
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP, CityPlace II, Hartford, Connecticut 06103-4103 serves
as independent auditors to the Fund. KPMG Peat Marwick LLP provides audit
services, assistance and consultation in connection with SEC filings.
Aetna Investment Advisers Fund, Inc. 26
<PAGE>
FINANCIAL STATEMENTS
Portfolios of Investments
Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets
Notes to Financial Statements
Independent Auditors' Report
F-1
<PAGE>
Aetna Variable Fund
Portfolio of Investments - December 31, 1995
- ------------------------------------------------
Number of Market
Shares Value
------- ---------
COMMON STOCKS (90.8%)
Aerospace and Defense (1.2%)
Kaman Corp. Class A..... 34,700 $ 386,038
Lockheed Martin Corp.... 139,504 11,020,816
McDonnell-Douglas Corp.. 527,200 48,502,399
United Technologies
Corp.................. 75,000 7,115,625
---------
67,024,878
---------
Apparel and Cosmetics (1.5%)
Chic By H I S, Inc.+.... 19,000 104,500
Coats Viyella Plc....... 342,700 931,133
Helene Curtis
Industries, Inc....... 5,000 158,125
Maybelline, Inc......... 39,000 1,413,750
Nike, Inc............... 1,166,000 81,182,749
Wolverine World Wide,
Inc................... 22,500 708,750
---------
84,449,007
---------
Autos and Auto Equipment (0.2%)
Autoliv AB.............. 6,800 398,105
Bandag, Inc............. 33,000 1,786,125
Borg Warner Automotive,
Inc................... 86,700 2,774,400
Kaydon Corp............. 38,000 1,154,250
Masland Corp............ 38,500 539,000
Mitsubishi Motors Corp.. 120,000 978,334
Smith (A.O.) Corp....... 65,000 1,348,750
Volvo AB Class B........ 36,000 738,751
---------
9,717,715
---------
Banks (5.8%)
Associated Banc-Corp.... 14,700 601,781
Banca Popolare Di
Bergamo............... 40,000 553,437
Bank of Boston Corp..... 763,200 35,298,000
Bank of New York Co.,
Inc................... 409,600 19,968,000
Bankers Corp............ 42,000 682,500
BayBanks, Inc........... 41,900 4,116,675
Brooklyn Bancorp, Inc.+. 38,000 1,548,500
Canadian Imperial Bank
of Commerce........... 1 20
CCB Financial Corp...... 14,500 804,750
Charter One Financial,
Inc................... 38,000 1,163,750
Chemical Banking Corp... 1,079,600 63,426,499
CITICORP................ 506,652 34,072,347
Citizens Bancorp........ 10,000 322,500
City National Corp...... 242,900 3,400,600
Coast Savings
Financial, Inc.+...... 27,800 962,575
Comercial Net
Lease Realty.......... 41,700 531,675
Cullen/Frost
Bankers, Inc.......... 38,000 1,900,000
Den Danske Bank......... 16,300 1,126,471
FFY Financial Corp...... 21,500 451,500
First American
Corp. (Tenn.)......... 84,900 4,022,138
First Chicago Corp...... 1,196,772 47,272,493
First Commonwealth
Financial Corp........ 15,600 273,000
First Empire State Corp. 3,900 850,200
First Interstate Bancorp 49,500 6,756,750
First of America Bank
Corp.................. 61,700 2,737,938
First Tennessee
National Corp......... 31,800 1,923,900
Banks (continued)
Golden West Financial
Corp.................. 80,300 $4,436,575
HSBC Holdings Plc....... 124,737 1,887,461
JSB Financial, Inc...... 27,700 876,013
Jyske Bank AS........... 4,500 308,553
KeyCorp................. 63,500 2,301,875
Mark Twain Bancshares,
Inc................... 14,900 577,375
National Australia Bank
Ltd................... 70,000 630,083
Nations Bank, Inc....... 863,900 60,149,037
North Fork
Bancorporation, Inc... 50,000 1,262,500
Northern Trust Corp..... 56,100 3,141,600
Oversea-Chinese Banking. 87,000 1,088,653
PNC Bancorp............. 18,900 1,240,313
Premier Bancorp, Inc.... 22,000 514,250
Queens County Bancorp,
Inc................... 50,000 1,978,125
Reliance Bancorp, Inc... 74,900 1,095,413
River Forest Bancorp,
Inc................... 4,600 117,300
Royal Bank of Canada.... 39,800 908,259
Security Capital Corp... 33,000 1,988,250
Silicon Valley
Bancshares+........... 6,500 156,000
St. Francis Capital
Corp.................. 12,200 283,650
Standard
Financial, Inc.+...... 44,000 643,500
Star Banc Corp.......... 62,100 3,694,950
Susquehanna Bancshares,
Inc................... 5,600 148,400
Trustmark Corp.......... 9,100 207,025
Union Bank.............. 80,200 4,350,850
Zion Bancorporation..... 36,500 2,929,125
---------
331,683,134
---------
Building Materials and Construction (0.7%)
American Buildings Co.+. 53,300 1,199,250
Beazer Homes USA, Inc.+. 55,200 1,138,500
Butler Manufacturing Co. 6,300 247,275
Centex Corp............. 93,800 3,259,550
Champion Enterprises,
Inc.+................. 135,800 4,192,825
Clayton Homes, Inc...... 217,375 4,646,391
Continental Homes
Holding Corp.......... 31,200 768,300
Det Danske
Traelastkompagni...... 4,600 311,259
Elcor Corp.............. 36,800 800,400
Fujita Corp............. 230,000 1,039,019
Granite
Construction, Inc..... 85,900 2,705,850
Jacobs Engineering
Group, Inc.+.......... 8,500 212,500
Kon. Volker Stevin N.V.. 7,000 423,554
Lennar Corp............. 76,000 1,909,500
Lindab AB Class B....... 29,000 596,536
NCI Building Systems,
Inc.+................. 11,000 272,250
Nippon Densetsu Kogyo... 163,000 1,643,352
Radex-Heraklith
Industrial AG......... 12,800 387,663
Redman Industries, Inc.+ 49,700 1,677,375
Skyline Corp............ 32,000 664,000
Stone & Webster, Inc.... 18,000 645,750
Strabag Oesterreich AG.. 3,400 263,003
Texas Industries, Inc... 36,300 1,923,900
Toll Brothers, Inc.+.... 88,000 2,024,000
See Notes to Portfolio of Investments.
<PAGE>
Aetna Variable Fund
Portfolio of Investments - December 31, 1995 (continued)
- ---------------------------------------------
Number of Market
Shares Value
------- ---------
Building Materials and Construction (continued)
Tredegar
Industries, Inc....... 11,000 $ 357,500
U S Home Corp.+......... 20,000 582,500
VA Technologie AG....... 8,800 1,118,503
Vulcan Materials Co..... 35,800 2,062,975
Webb (Del E.) Corp...... 52,900 1,064,613
WHX Corp.+.............. 101,200 1,100,550
---------
39,238,643
---------
Chemicals (2.4%)
ARCO Chemical Co........ 66,200 3,218,975
Cabot Corp.............. 34,800 1,874,850
Chemed Corp............. 28,700 1,115,713
Cytec Industries+....... 29,900 1,865,013
Dexter Corp............. 21,500 507,938
Dow Chemical Co......... 522,400 36,763,899
Du Pont (E.I.) de
Nemours............... 9,100 635,863
Eastman Chemical Co..... 203,800 12,762,975
Fuji Photo Film......... 52,000 1,502,205
Geon Co. (The).......... 39,900 972,563
Goodrich (B.F.) Co...... 64,000 4,360,000
Great Lakes Chemical
Corp.................. 10,400 748,800
Lyondell Petrochemical
Co.................... 174,000 3,980,250
Morton International,
Inc................... 215,300 7,723,888
Norsk Hydro AS.......... 83,800 3,528,086
OM Group, Inc........... 28,200 934,125
PPG Industries, Inc..... 575,000 26,306,250
Praxair, Inc............ 484,500 16,291,313
Shin-Etsu Chemical Co... 50,000 1,037,274
Solvay SA Class A....... 1,000 540,265
Valspar Corp............ 8,400 374,850
Vigoro Corp............. 83,200 5,137,600
Wellman, Inc............ 152,000 3,458,000
---------
135,640,695
---------
Commercial Services (0.4%)
ADVO, Inc............... 24,400 634,400
California Water
Service Co............ 2,100 68,513
Devry, Inc.+............ 85,600 2,311,200
GATX Corp............... 105,300 5,120,213
Health Management
Systems, Inc.+........ 14,200 553,800
Inchcape Plc............ 332,079 1,283,809
Kindercare Learning
Centers, Inc.+........ 65,000 820,625
Manpower, Inc........... 124,200 3,493,125
Measurex Corp........... 42,300 1,194,975
Robert Half
International, Inc.+.. 145,600 6,097,000
Royal PTT Nederland N.V. 38,983 1,417,696
---------
22,995,356
---------
Computer Software (2.9%)
Acxiom Corp.+........... 35,000 958,125
American Management
Systems, Inc.+........ 44,500 1,335,000
Analysts International
Corp.................. 8,700 261,000
Boole & Babbage, Inc.+.. 24,000 588,000
Cadence Design Systems,
Inc.+................. 162,300 6,816,600
Computer Software (continued)
Cheyenne Software, Inc.+ 135,000 $ 3,526,875
Cisco Systems, Inc.+.... 822,900 61,408,912
Computer Associates
International, Inc.... 549,800 31,269,875
Computer Horizons Corp.+ 9,100 345,800
Computer Sciences Corp.+ 85,400 5,999,350
Comshare, Inc.+......... 17,700 460,200
Continum, Inc.+......... 5,600 221,200
Diamond Multimedia
Systems, Inc.+........ 30,900 1,108,538
DST Systems, Inc.+...... 24,200 689,700
Henry (Jack) &
Associates............ 15,300 378,675
Hogan Systems, Inc.+.... 61,500 837,938
Hyperion Software Corp.+ 29,600 629,000
Kronos, Inc.+........... 19,700 935,750
Macneal-Schwendler Corp. 21,000 336,000
Microsoft Corp.+........ 404,000 35,450,999
Project Software &
Development, Inc.+.... 27,600 962,550
Reynolds & Reynolds Co.. 71,600 2,783,450
Security Dynamics
Technologies, Inc.+... 4,400 239,800
Shiva Corp.+............ 5,200 378,300
Softdesk, Inc.+......... 15,700 310,075
SPSS, Inc.+............. 16,800 327,600
Structural Dynamics
Research Corp.+....... 105,000 3,084,375
Sungard Data Systems,
Inc.+................. 125,300 3,571,050
System Software
Associates, Inc....... 28,350 616,613
TGV Software, Inc.+..... 36,800 349,600
---------
166,180,950
---------
Computers and Office Equipment (3.0%)
Acma Ltd................ 78,000 259,173
Adaptec, Inc.+.......... 55,800 2,287,800
Bay Networks, Inc.+..... 113,500 4,667,688
Cabletron Systems, Inc.+ 272,400 22,064,400
CANON, Inc.............. 115,000 2,084,727
Ceridian Corp.+......... 322,200 13,290,750
Champion
Industries, Inc....... 7,500 170,625
Comdisco, Inc........... 92,850 2,100,731
Compaq Computer Corp.+.. 400,000 19,200,000
Computervision Corp.+... 81,200 1,248,450
Dell Computer Corp.+.... 158,800 5,498,450
Digital Equipment Corp.+ 20,200 1,295,325
Fujitsu, Ltd............ 190,000 2,118,172
Harris Corp............. 57,000 3,113,625
HBO & Co................ 19,100 1,463,538
In Focus Systems, Inc.+. 75,500 2,727,438
International Business
Machines, Inc......... 77,000 7,064,750
Komag, Inc.+............ 50,000 2,306,250
Kurabo Industries....... 365,000 1,397,654
Read-Rite Corp.+........ 205,000 4,766,250
Standard Register Co.... 31,700 637,963
Sun Microsystems, Inc.+. 1,118,000 51,008,749
Trident Microsystems,
Inc.+................. 35,300 829,550
Xerox Corp.............. 146,700 20,097,900
---------
171,699,958
---------
See Notes to Portfolio of Investments.
<PAGE>
Aetna Variable Fund
Portfolio of Investments - December 31, 1995 (continued)
- ---------------------------------------------------------
Number of Market
Shares Value
------- -------
Consumer Products (1.5%)
Dekalb Genetics Corp.
Class B............... 8,400 $ 379,040
Eastman Kodak Co........ 716,800 48,025,599
First Brands Corp....... 78,500 3,738,563
Libbey, Inc............. 18,000 405,000
Liz Claiborne, Inc...... 1,029,700 28,574,175
Reckitt & Coleman Plc... 145,646 1,612,307
---------
82,734,694
---------
Diversified (1.7%)
Alusuisse-Lonza Holding
AG.................... 615 488,494
Astec Industries, Inc.+. 21,400 211,325
Dover Corp.............. 1,232,800 45,459,499
Hagemeyer N.V........... 11,016 575,847
Harrisons & Crosfield
Plc................... 638,798 1,586,876
Harsco Corp............. 95,700 5,562,563
Helix Technology Corp... 16,900 667,550
Lonrho Plc.............. 684,510 1,870,476
Lydall, Inc.+........... 19,700 448,175
Opal, Inc.+............. 35,200 448,800
Oriental Holdings Bhd... 156,000 792,596
Orkla AS Class A........ 43,000 2,143,841
Plantronics, Inc.+...... 9,100 328,738
Standex International
Corp.................. 14,100 461,775
Teledyne, Inc........... 49,000 1,255,625
Textron, Inc............ 329,700 22,254,750
Valmet Corp. Class A.... 18,200 456,865
Varlen Corp............. 24,000 516,000
VF Corp................. 165,500 8,730,125
---------
94,259,920
---------
Electrical and Electronics (3.0%)
Amphenol Corp.+......... 88,000 2,134,000
Applied Materials, Inc.+ 110,600 4,354,875
Austria Mikro Systeme
International......... 6,120 993,605
Bang & Olufsen Holding
Co.................... 17,000 524,540
BMC Industries, Inc..... 66,400 1,543,800
Cohu, Inc............... 20,600 525,300
CTS Corporation......... 4,600 173,650
Cypress Semiconductor
Corp.+................ 280,000 3,570,000
Dallas Semiconductor
Corp.................. 55,500 1,151,625
Dovatron International,
Inc.+................. 18,000 607,500
Electro Scientific
Industries, Inc.+..... 13,000 380,250
Esterline Technologies+. 57,000 1,346,625
Glenayre Technologies,
Inc.+................. 66,300 4,127,175
Hadco Corp.+............ 112,400 3,161,250
Hewlett Packard Co...... 651,300 54,546,374
Hitachi Koki............ 185,000 1,678,639
Intel Corp.............. 62,300 3,535,525
Kyocera Corp............ 19,000 1,412,728
Logicon, Inc............ 78,200 2,150,500
Matsushita Electric
Industrial Co. Ltd.... 87,000 1,416,897
Maxim Integrated
Products, Inc.+....... 83,400 3,210,900
Micron Technology, Inc.. 551,900 21,869,038
MTS Systems Corp........ 11,300 372,900
Electrical and Electronics (continued)
Nintendo Co. Ltd........ 17,000 $ 1,293,684
Novellus Systems, Inc.+. 47,300 2,554,200
Philips Electronics N.V. 52,200 1,888,591
Pioneer Standard
Electronics........... 11,300 149,725
Quickturn Design
System, Inc.+......... 92,800 928,000
Ramtron International
Corp.+................ 40,500 263,250
Rohm Co................. 26,000 1,469,439
Seagate
Technology, Inc.+..... 135,300 6,426,750
Telefonaktiebolaget
Ericsson.............. 37,500 735,583
Tencor Instruments+..... 45,300 1,104,188
Texas Instruments, Inc.. 712,200 36,856,349
Unitrode Corp.+......... 22,100 624,325
Wyle Electronics........ 31,500 1,106,438
---------
170,188,218
---------
Electrical Equipment (2.5%)
ADflex Solutions, Inc.+. 38,000 1,016,500
Allgon AB Class B....... 20,000 277,635
Avnet, Inc.............. 85,000 3,803,750
Belden, Inc............. 35,800 921,850
Burr-Brown Corp.+....... 48,450 1,235,475
Charter Power Systems,
Inc................... 14,700 422,625
Cidco, Inc.+............ 67,000 1,708,500
Dionex Corp.+........... 9,000 510,750
Draka Holding N.V....... 14,000 362,423
Emerson Electric Co..... 17,400 1,422,450
Fore Systems, Inc.+..... 16,300 969,850
General Electric Co..... 920,200 66,254,399
Grainger (W. W.), Inc... 101,600 6,731,000
Harman International
Industries............ 50,715 2,034,939
Hitachi Ltd. (Hit.
Seisakusho)........... 217,000 2,187,776
Honeywell, Inc.......... 210,000 10,211,250
International Rectifier
Corp.+................ 236,600 5,915,000
Kemet Corp.+............ 118,400 2,826,800
Kent Electronics Corp.+. 95,100 5,551,463
Linear Technology Corp.. 11,000 431,750
Marshall Industries+.... 35,000 1,124,375
Mentor Graphics Corp.+.. 242,000 4,416,500
Methode Electronics,
Inc. Class A.......... 51,500 733,875
Microchip Technology
Corp.+................ 154,800 5,650,200
Nichicon................ 110,000 1,620,862
Park Electrochemical
Corp.................. 32,400 1,069,200
Pittway Corp. Class A... 12,700 860,425
Raychem Corp............ 59,600 3,389,750
SCI Systems, Inc.+...... 55,000 1,705,000
Sundstrand Corp......... 34,000 2,392,750
Tektronix, Inc.......... 14,700 722,138
Teradyne, Inc.+......... 132,200 3,305,000
Valmont Industries...... 200 4,950
---------
141,791,210
---------
Financial Services (4.3%)
Abbey National Plc...... 132,126 1,304,683
ABN-Amro Holding N.V.... 25,049 1,142,213
See Notes to Portfolio of Investments.
<PAGE>
Aetna Variable Fund
Portfolio of Investments - December 31, 1995 (continued)
- ---------------------------------------------------------
Number of Market
Shares Value
------- -------
Financial Services (continued)
Advanta Corp. Class A... 31,000 $1,185,750
ALBANK Financial Corp... 22,100 663,000
Alex Brown & Sons, Inc.. 72,000 3,024,000
Astoria Financial Corp.. 36,800 1,679,000
AT&T Capital Corp....... 9,700 371,025
Bank of Montreal........ 57,419 1,305,074
Barclays Plc............ 135,600 1,555,836
Bear Sterns Co., Inc.... 237,000 4,710,375
CNA Financial Corp.+.... 32,700 3,711,450
Commercial Federal Corp. 50,000 1,887,500
Crestar Financial Corp. 51,000 3,015,375
Dean Witter Discover
and Co. .............. 436,300 20,506,100
Deposit Guaranty Corp. . 25,800 1,148,100
Edwards (A.G.), Inc. ... 24,800 592,100
Federal National
Mortgage Association . 210,100 26,078,663
Fokus Banken AS+ ....... 80,000 433,042
Fort Wayne
National Corp. ....... 6,400 201,600
Great Financial Corp. .. 40,000 940,000
Greenpoint
Financial Corp. ...... 123,600 3,306,300
Home Financial Corp. ... 54,700 847,850
Household
International, Inc. .. 170,000 10,051,250
HSBC Holdings Plc ...... 25 381
Internationale
Nederlanden Groep N.V. 19,100 1,277,225
Leader Financial Corp. . 70,000 2,616,250
Legg Mason, Inc. ....... 20,600 566,500
Liberty Financial Co. .. 4 121
Lion Land Bhd .......... 471,000 467,475
Merrill Lynch &
Co., Inc. ............ 701,500 35,776,499
Peoples Heritage
Financial Group ....... 71,000 1,615,250
Phoenix Duff & Phelps
Corp ................. 78,000 536,250
Pioneer Group, Inc. .... 16,400 446,900
Promise Co., Ltd. ...... 30,400 1,464,670
Rashid Hussain Bhd ..... 153,000 457,976
RCSB Financial, Inc. ... 55,100 1,308,625
Sanyo Shinpan Finance
Co ................... 20,100 1,656,245
Schweizerischer
Bankverein............ 2,080 851,377
Skandinaviska Enskilda
Banken................ 58,600 486,314
Svenska Handelsbanken .. 30,000 624,679
TCF Financial Corp. .... 30,200 1,000,375
TR Financial Corp. ..... 64,100 1,634,550
Transamerica Corp. ..... 312,100 22,744,288
Travelers, Inc. ........ 1,135,000 71,363,124
Union Planters Corp. ... 152,700 4,867,313
Unitas Bank Ltd. Class
A+.................... 223,700 566,694
United Overseas Bank
Ltd................... 33,600 323,054
---------
242,312,421
---------
Foods and Beverages (6.2%)
Cagle's, Inc. .......... 18,000 252,000
Campbell Soup Co. ...... 339,400 20,364,000
Cerebos Pacific Ltd. ... 107,000 741,322
Coca-Cola Co. .......... 647,100 48,047,174
Coca-Cola Enterprises,
Inc .................. 97,000 2,594,750
Foods and Beverages (continued)
Conagra, Inc. .......... 1,457,564 $ 60,124,514
CPC International, Inc.. 374,100 25,672,613
Cultor Oy .............. 9,500 393,810
Goodmark Foods, Inc. ... 12,900 228,975
Heinz (H.J.) Co. ....... 348,000 11,527,500
Hershey Foods Corp. .... 54,700 3,555,500
Hometown Buffet, Inc.+ . 31,200 345,150
Hormel Foods Corp. ..... 58,000 1,428,250
Hudson Foods, Inc.
Class A............... 148,800 2,566,800
Huhtamaki Group Class I 15,100 365,137
IBP, Inc. .............. 108,600 5,484,300
International
Multifoods Corp. ..... 60,700 1,221,588
Katokichi .............. 63,000 1,313,073
Kroger Co. (The)+ ...... 530,000 19,875,000
Molson Companies Ltd. .. 66,500 1,097,038
Mondavi (Robert) Corp.+ 55,200 1,524,900
Nash-Finch Co. ......... 17,000 310,250
Nestle SA Registered ... 805 892,657
Oester Brau-Beteiligungs 8,200 373,741
PepsiCo, Inc. .......... 870,000 48,611,249
Quaker Oats Co. ........ 500,400 17,263,800
Safeway, Inc.+ ......... 92,300 4,753,450
Sara Lee Corp. ......... 1,738,000 55,398,749
Smith's Food & Drug
Centers, Inc. ........ 39,700 1,002,425
Super Food
Services, Inc. ....... 23,000 299,000
Superfos AS ............ 4,100 358,805
Supervalu, Inc. ........ 220,000 6,930,000
Thorn Apple Valley ..... 17,800 298,150
Unilever N.V ........... 25,800 3,631,350
Universal Foods Corp. .. 23,700 950,963
---------
349,797,983
---------
Health Services (0.5%)
Bergen Brunswig Corp.
Class A .............. 40,000 995,000
Genetics
Institute, Inc.+ ..... 22,100 1,182,350
Health Management
Associates, Inc.+ .... 29,250 764,156
Horizon/CMS Healthcare
Corp.+ ............... 163,900 4,138,475
Invacare Corp. ......... 79,400 2,004,850
Laboratory Corp. of
America+.............. 49,900 467,813
Lincare Holdings, Inc.+. 148,600 3,715,000
Nellcor, Inc.+ ......... 62,500 3,625,000
Sun Healthcare Group,
Inc.+................. 105,000 1,417,500
Tenet Healthcare Corp.+. 318,300 6,604,725
Universal Health
Services, Inc.+....... 63,000 2,795,625
Wellpoint Health
Networks, Inc.+....... 43,300 1,391,013
---------
29,101,507
---------
Health Technology (0.1%)
Alpharma, Inc. Class A .. 14,500 378,813
Spacelabs Medical, Inc.+ 2,900 83,375
Sybron International
Corp.+ ................ 131,800 3,130,250
---------
3,592,438
---------
See Notes to Portfolio of Investments.
<PAGE>
Aetna Variable Fund
Portfolio of Investments - December 31, 1995 (continued)
- ----------------------------------------------------------
Number of Market
Shares Value
------- -------
Home Furnishings and Appliances (0.1%)
Electrolux AB Class B ... 10,500 $ 431,730
Haverty Furniture Co.,
Inc ................... 32,000 444,000
Kimball International,
Inc. Class B .......... 11,500 290,375
Leggett & Platt, Inc. ... 170,000 4,122,500
Oneida Ltd. ............. 19,800 348,975
---------
5,637,580
---------
Hotels and Restaurants (1.7%)
La Quinta Inns, Inc. .... 71,900 1,968,263
Marcus Corp. ............ 13,400 366,825
Marriott International,
Inc ................... 855,800 32,734,350
McDonald's Corp. ........ 1,264,800 57,074,099
Prime Hospitality Corp.+ 110,000 1,100,000
Promus Hotel Corp.+ ..... 13,700 304,825
RFS Hotel
Investors, Inc. ....... 180,000 2,767,500
Sonic Corp.+ ............ 65,600 1,246,400
---------
97,562,262
---------
Household Products (0.1%)
AJL PEPS Trust+ ......... 47,000 916,500
Carlisle Cos., Inc. ..... 7,400 298,775
Premark International,
Inc ................... 80,000 4,050,000
Springs Industries,
Inc. Class A ......... 3,400 140,675
Toro Co. ................ 36,000 1,183,500
Wing Tai Holdings ....... 334,000 682,404
---------
7,271,854
---------
Insurance (3.8%)
Acceptance Insurance
Cos., Inc.+ ......... 3,600 53,550
Aegon N.V ............. 32,481 1,438,535
AFLAC, Inc. ........... 73,600 3,192,400
Allied Group, Inc. .... 18,400 662,400
Allmerica Property &
Casualty Cos., Inc. .. 21,400 577,800
Allstate Corp. ........ 1,205,043 49,557,392
American Bankers
Insurance Group ..... 76,100 2,967,900
American Financial
Group, Inc. ......... 43,700 1,338,313
American General Corp. 112,700 3,930,413
Capital American
Financial Corp....... 13,900 314,488
Cigna Corp. ........... 193,400 19,968,550
CMAC Investment Corp. . 77,700 3,418,800
Conseco, Inc. ......... 31,300 1,960,163
EA-Generali AG ........ 3,600 1,079,578
Equitable of Iowa Cos . 23,400 751,725
Financial Security
Assurance Holdings
Ltd ................. 3,492 86,871
Fremont General Corp. . 72,380 2,659,965
Frontier Insurance
Group, Inc. ......... 9,400 300,800
Fund American
Enterprises, Inc. ... 11,244 837,678
Gallagher (Arthur J.) &
Co .................. 27,200 1,013,200
General Re Corp. ...... 334,500 51,847,499
Guardian Royal Exchange
Plc. ................ 338,000 1,448,389
Healthwise of America,
Inc.+ .............. 41,000 1,599,000
Horace Mann Educators . 89,600 2,800,000
Corp ................
Lawyers Title Corp. ... 8,000 153,000
Insurance (continued)
Loews Corp. ........... 53,000 $ 4,153,875
Maic Holdings, Inc.+ .. 10,600 360,400
Markel Corp.+ ......... 5,000 377,500
Maxicare Health Plans,
Inc.+ ............... 182,000 4,891,250
NAC Re Corp. .......... 15,000 540,000
Old Republic
International Corp. . 128,600 4,565,300
Orion Capital Corp. ... 32,800 1,422,700
Penncorp Financial
Group, Inc. ......... 31,000 910,625
Pohjola Insurance Group 18,000 232,140
Pxre Corp. ............ 15,000 397,500
Reliastar Financial
Corp ................ 34,000 1,508,750
Royal Insurance
Holdings Plc ....... 229,478 1,361,018
Safeco Corp. .......... 218,000 7,521,000
Security-Connecticut
Corp ................ 29,000 786,625
Selective Insurance
Group ............... 32,000 1,136,000
TIG Holdings, Inc. .... 645,000 18,382,500
Transatlantic Holdings,
Inc ................. 42,800 3,140,450
Transport
Holdings, Inc.+...... 4,575 186,431
Trenwick Group, Inc. .. 4,100 230,625
UNI Storebrand AS+ .... 178,500 988,826
Unitrin, Inc. ......... 48,700 2,337,600
Vesta Insurance Group,
Inc ................. 62,000 3,379,000
Winterthur
Schweizerische
Versicherungs........ 670 478,613
Zurich
Versicherungs-
Gesellschaft ........ 3,345 1,002,890
---------
214,250,027
---------
Machinery and Equipment (1.7%)
Acme-Cleveland Corp..... 36,500 684,375
Allied Products, Corp... 20,000 480,000
Applied Power, Inc...... 15,800 474,000
Barnes Group, Inc....... 12,000 432,000
Black & Decker Corp..... 211,300 7,448,325
Blount, Inc. Class A.... 45,000 1,181,250
Brunswick Corp.......... 123,400 2,961,600
Danaher Corp............ 49,700 1,577,975
Electroglas, Inc.+...... 17,700 433,650
Fluor Corp.............. 452,800 29,884,800
FSI International, Inc.+ 22,600 457,650
Georg Fischer AG........ 240 312,853
Global Industrial
Technologies, Inc.+... 105,000 1,981,875
Illinois Tool
Works, Inc............ 142,700 8,419,300
Jenbacher Werke AG...... 3,900 588,644
JLG Industries, Inc..... 40,000 1,190,000
Kone Corp. Class B...... 2,400 200,636
Lam Research Corp.+..... 57,000 2,607,750
Landis & Gyr............ 505 412,532
Parker-Hannifin Corp.... 786,500 26,937,625
Regal Beloit............ 61,500 1,337,625
Tecumseh Products Co.
Class A............... 21,500 1,112,625
Tsubakimoto Chain....... 276,000 1,661,538
Tsukishima Kikai........ 93,700 1,998,352
---------
94,776,980
---------
See Notes to Portfolio of Investments.
<PAGE>
Aetna Variable Fund
Portfolio of Investments - December 31, 1995 (continued)
- -------------------------------------------------------
Number of Market
Shares Value
------- -------
Media and Entertainment (0.7%)
AMC Entertainment+ ..... 8,600 $ 201,025
Belo Corp. Class A ..... 35,600 1,237,100
Callaway Golf Co. ...... 263,600 5,963,950
Carmike Cinemas Class A+ 7,000 157,500
Chris-Craft
Industries, Inc.+ .... 53,900 2,331,175
Clear Channel
Communications, Inc.+ 10,800 476,550
Genting Bhd ............ 99,000 826,625
Granada Group Plc ...... 75,100 752,072
Grand Casinos, Inc.+ ... 96,000 2,232,000
Gtech Holdings Corp.+ .. 238,500 6,201,000
King World Production,
Inc.+ ............... 375,000 14,578,125
Magnum Corp. Bhd ....... 282,000 533,123
Media General, Inc. .... 29,700 902,138
Mirage Resorts, Inc.+ .. 97,000 3,346,500
Regal Cinemas, Inc.+ ... 84,300 2,507,925
---------
42,246,808
---------
Medical Supplies (1.5%)
Baxter
International, Inc. .. 94,800 3,969,750
Coherent, Inc.+ ........ 79,800 3,231,900
Cordis Corp.+ .......... 54,600 5,487,300
Guidant Corp. .......... 272,819 11,526,603
Haemonetics Corp.+ ..... 44,400 788,100
McKesson Corp. ......... 15,900 804,938
Medtronic, Inc. ........ 991,400 55,394,474
North American
Biologicals, Inc.+ ... 187,600 2,016,700
Sola International,
Inc.+ ............... 31,300 790,325
---------
84,010,090
---------
Metals and Mining (2.4%)
Acme Metals, Inc.+ ...... 20,500 292,125
AK Steel Holding Corp. .. 42,000 1,438,500
Alcan Aluminum Ltd. ..... 370,900 11,542,958
Aluminum Co. of America.. 371,500 19,643,063
Asarco, Inc. ............ 190,000 6,080,000
Ashland Coal, Inc. ...... 14,400 307,800
Brenco, Inc. ............ 12,700 130,175
Carpenter Technology
Corp .................. 82,200 3,380,475
Cleveland-Cliffs, Inc. .. 58,000 2,378,000
Commonwealth Aluminum
Corp .................. 80,000 1,240,000
Cyprus Amax Minerals Co. 815,200 21,297,100
Dofasco, Inc. ........... 66,555 841,753
Falconbridge Ltd. ....... 40,200 854,755
Handy & Harman .......... 82,200 1,356,300
J & L Specilty
Steel, Inc. ........... 162,100 3,039,375
Kalmar Industries ....... 16,000 265,564
Kennametal, Inc. ........ 56,300 1,787,525
Kon. Ned. Hoogovens En .. 16 536
Lukens, Inc. ............ 36,100 1,037,875
MAF Bancorp, Inc. ....... 6,380 159,500
Magma Copper Co.+ ....... 157,400 4,387,525
Minerals Technologies,
Inc ................... 18,700 682,550
Mueller ............
Industries, Inc.+
Phelps Dodge Corp. ...... 120,000 3,510,000
Metals and Mining (continued)
Quanex Corp. ............ 15,200 $ 294,500
Santa Fe Pacific Gold ... 424,800 5,150,700
Corp ..................
SSAB Svenskt Sta AB ..... 44,000 451,459
---------
137,210,487
---------
Oil and Gas (10.0%)
Alberta Energy Co. Ltd.+ 55,200 885,329
Amoco Corp. ............. 528,109 37,957,833
Atlantic Richfield Co. .. 45,200 5,005,900
BJ Services Co.+ ........ 83,000 2,407,000
Burmah Castrol Plc ...... 91,700 1,329,768
Camco International,
Inc ................... 70,100 1,962,800
Chesapeake Energy Corp.+ 46,800 1,556,100
Columbia Gas System,
Inc.+ ................. 46,900 2,057,738
Conwest Exploration Co. . 45,600 911,064
Devon Energy Corp. ...... 13,400 341,700
Diamond Shamrock, Inc. .. 64,000 1,656,000
Enron Oil & Gas Co. ..... 66,600 1,598,400
Exxon Corp. ............. 1,665,000 133,408,124
Global Industries Ltd.+ 18,000 540,000
Halliburton Co. ......... 946,100 47,896,312
Imperial Oil Ltd. ....... 1 18
KCS Energy, Inc. ........ 21,000 315,000
Leviathan Gas Pipeline
Partners L. P ......... 65,600 1,861,400
Mobil Corp. ............. 789,900 88,468,799
NGC Corp. ............... 33,000 292,875
OEMV AG ................. 9,500 825,423
Oneok, Inc. ............. 95,000 2,173,125
Panhandle Eastern Corp.. 299,800 8,356,925
Petro-Canada ............ 80,000 923,821
Petronas Gas Bhd ........ 110,000 374,754
Pride Petroleum
Services, Inc.+ ....... 118,000 1,253,750
Royal Dutch Petroleum
Co .................... 812,800 114,706,399
Shell Transport &
Trading Co. ........... 123,000 10,009,125
Smith
International, Inc.+ .. 292,500 6,873,750
Sonat Offshore Drilling
Co .................... 198,800 8,896,300
Sun Company, Inc. ....... 520,900 14,259,638
Tesoro Petroleum Corp.+ 70,000 603,750
Texaco, Inc. ............ 795,800 62,470,299
Tide West Oil Co.+ ...... 14,000 187,250
TransCanada Pipelines
Ltd ................... 1 12
Union Texas Petroleum
Holdings, Inc. ........ 141,200 2,735,750
---------
565,102,231
---------
Paper and Containers (2.0%)
Abitibi-Price, Inc. ..... 51,100 735,272
ACX Technologies, Inc.+ 10,400 157,300
Asia Pulp & Paper Co. ... 146,000 1,186,250
Ltd.+
Bobst SA ................ 105 164,248
Champion International .. 565,200 23,738,400
Corp ..................
Chesapeake Corp. ........ 103,000 3,051,375
Consolidated ............ 72,800 4,085,900
Papers, Inc. ..........
Georgia-Pacific Corp. ... 240,600 16,511,175
Glatfelter (P.H.) Co. ... 24,800 424,700
See Notes to Portfolio of Investments.
<PAGE>
Aetna Variable Fund
Portfolio of Investments - December 31, 1995 (continued)
- --------------------------------------------------------
Number of Market
Shares Value
------- -------
Paper and Containers (continued)
Kymmene OY .............. 23,900 $ 632,974
Leykam-Muerztaler
Papier+ ............... 9,600 304,093
Macmillan Bloedel Ltd. .. 68,500 847,524
MayrMelnhof Karton AG ... 10,500 526,533
Mead Corp. .............. 529,900 27,687,275
Metsa Serla Class B ..... 14,800 456,727
Missouri Och Domsjoe AB . 8,100 345,882
Rayoner, Inc. ........... 123,800 4,131,825
Repola Oy ............... 42,800 808,254
Rock-Tenn Co. Class A ... 2,900 47,125
Stone-Consolidated
Corp.+ ................ 62,400 800,645
Stora Kopparbergs ....... 35,000 411,926
Temple-Inland, Inc. ..... 269,900 11,909,338
Willamette Industries,
Inc ................... 281,500 15,834,375
---------
114,799,116
---------
Pharmaceuticals (7.9%)
Abbott Laboratories ..... 399,800 16,691,650
Alliance Pharmaceutical+ 35,100 478,238
Autoimmune, Inc.+ ....... 15,600 175,500
Becton, Dickinson & Co.. 477,900 35,842,499
Bristol-Myers Squibb Co. 996,100 85,540,087
COR Therapeutics, Inc.+. 119,500 1,000,813
Immulogic
Pharmaceutical Corp.+ . 42,100 810,425
Immunex Corp.+ .......... 11,500 189,750
Johnson & Johnson ....... 1,255,900 107,536,437
Jones Medical
Industries, Inc. ...... 23,900 576,588
Merck & Co., Inc. ....... 586,700 38,575,524
Novo-Nordisk AS ......... 10,800 1,481,054
Pfizer, Inc. ............ 1,508,400 95,029,199
R.P. Scherer Corp.+ ..... 87,400 4,293,525
Rhone-Poulenc Rorer,
Inc ................... 80,000 4,260,000
Roche Holding AG ........ 135 1,070,544
Schering Plough ......... 894,800 48,990,299
Vical, Inc.+ ............ 23,200 281,300
Watson Pharmaceuticals,
Inc.+ ................. 68,400 3,351,600
---------
446,175,032
---------
Printing and Publishing (1.4%)
Banta Corp. ............. 171,200 7,532,800
Cadmus Communications ... 5,300 143,100
Corp ..................
Central Newspapers, ..... 50,700 1,590,713
Inc. Class A
Devon Group, Inc.+ ...... 23,000 668,438
Gannett Company, Inc. ... 286,600 17,590,075
Lee Enterprises, Inc. ... 20,000 460,000
Meredith Corp. .......... 31,200 1,306,500
Mondadori (Arnoldo) ..... 90,000 780,611
Editore SpA
New York Times Co. ...... 280,500 8,309,813
Pulitzer Publishing Co. . 41,000 1,957,750
Scholastic Corp.+ ....... 72,600 5,644,650
Scientific Games ........ 46,800 1,766,700
Holdings Corp.+
Toppan Printing Co. Ltd. 140,000 1,845,766
Tribune Co. ............. 461,000 28,178,625
Printing and Publishing (continued)
VNU-Verenigde ...........
Nederlands Uitgev 6,200 $ 852,012
---------
78,627,553
---------
Real Estate Investment Trusts (3.0%)
AMLI Residential
Properities Trust ..... 55,900 1,118,000
Amoy Properties Ltd. .... 200,000 199,167
Apartment Investment &
Management ............ 27,500 536,250
Associated Estates
Realty Corp. .......... 118,000 2,537,000
Beacon Properties Corp. . 200,800 4,618,400
Bre Properties, Inc.
Class A ............... 42,500 1,514,063
CALI Realty Corp. ....... 85,800 1,876,875
Camden Property Trust ... 90,600 2,163,075
Carr Realty Corp. ....... 36,300 884,813
CBL & Associates
Properties, Inc. ...... 107,900 2,346,825
Centerpoint Properties
Corp .................. 23,400 541,125
Chelsea GCA Realty, Inc. 126,900 3,807,000
Colonial Properties
Trust ................. 111,400 2,840,700
Cousins Properties, Inc. 29,000 587,250
Crescent Real Estate
Equities, Inc. ........ 216,500 7,388,063
Crown America Realty
Trust ................. 228,300 1,797,863
Debartolo Realty Corp. .. 403,300 5,242,900
Developers Diversified
Realty Corp. .......... 172,500 5,175,000
Duke Realty
Investments, Inc. ..... 276,700 8,681,463
Equity Inns, Inc. ....... 186,500 2,144,750
Equity Residential
Properties Trust ...... 242,500 7,426,563
Essex Property
Trust, Inc. ........... 48,000 924,000
Evans Withycombe
Residential, Inc. ..... 35,000 752,500
Excel Realty Trust, Inc. 114,800 2,353,400
First Industrial Realty
Trust, Inc. ........... 118,200 2,659,500
General Growth
Properties ............ 184,900 3,836,675
Healthcare Realty
Trust, Inc. ........... 63,000 1,449,000
HGI Realty, Inc. ........ 150,300 3,438,113
Highwood
Properties, Inc. ...... 310,400 8,768,800
Hong Kong Land Holdings
Ltd ................... 600,000 1,110,000
JP Realty, Inc. ......... 27,000 590,625
Kimco Realty Corp. ...... 187,050 5,097,113
Kranzco Realty Trust .... 45,300 668,175
LTC Properties, Inc. .... 22,400 336,000
Manufactured Home
Communities, Inc. ..... 44,800 784,000
Merry Land & Investment
Co., Inc. ............. 144,000 3,402,000
MGI Properties, Inc. .... 72,300 1,211,025
Mid-America Apartment
Communities, Inc. ..... 52,500 1,299,375
National Golf
Properties, Inc. ...... 97,200 2,223,450
National Health
Investors, Inc. ....... 152,800 5,061,500
O.Y.L. Industries Bhd ... 23,000 178,456
Oasis Residential, Inc.. 264,200 6,010,550
Patriot American
Hospitality, Inc. ..... 46,600 1,199,950
Post Properties, Inc. ... 119,000 3,793,125
Price REIT, Inc. ........ 17,500 485,625
Prime Residential, Inc... 118,900 2,199,650
Public Storage, Inc. .... 429,900 8,168,100
Realty Income Corp. ..... 76,000 1,710,000
Santa Anita Realty
Enterprises, Inc. ..... 5,800 68,875
See Notes to Portfolio of Investments.
<PAGE>
Aetna Variable Fund
Portfolio of Investments - December 31, 1995 (continued)
- --------------------------------------------------------
Number of Market
Shares Value
------- -------
Real Estate Investment Trusts (continued)
RPS Realty Trust ........ 65,900 $ 304,788
Security Capital
Industrial Trust ...... 121,000 2,117,500
Sekisui House ........... 149,000 1,906,645
Smith (Charles E.)
Residential Realty Co. 16,400 387,450
South West
Property Trust ........ 211,900 2,860,650
Spieker Properties, Inc.. 252,100 6,334,013
Starwood Lodging Trust .. 33,800 1,005,550
Storage USA, Inc. ....... 29,500 962,438
Tanger Factory Outlet
Centers, Inc. ......... 94,100 2,352,500
Vornado Realty Trust .... 188,800 7,080,000
Walden Residential
Properties, Inc. ...... 164,800 3,440,200
Weeks Corp. ............. 26,800 673,350
Weingarten Realty
Investors ............. 120,100 4,563,800
Winston Hotels, Inc. .... 46,600 553,375
---------
167,748,986
---------
Retail (2.2%)
Albertson's, Inc. ....... 127,600 4,194,850
Arbor Drugs, Inc. ....... 23,600 495,600
Asda Group Plc .......... 600,000 1,029,374
Big B, Inc. ............. 107,400 1,074,000
Bruno's, Inc. ........... 2,380 24,990
Burton Group Plc ........ 1,263,759 2,639,041
Cardinal Health, Inc. ... 47,600 2,606,100
Casey's General Stores,
Inc ................... 35,100 767,813
CDW Computer Centers,
Inc.+ ................ 12,200 494,100
Claire's Stores, Inc. ... 85,000 1,498,125
Consolidated
Stores Corp.+ ......... 26,200 569,850
Eckerd Corp.+ ........... 27,900 1,245,038
Egghead, Inc.+ .......... 51,500 331,531
Fabri-Centers of
America Class A ...... 11,000 145,750
Fabri-Centers of
America Class B+ ...... 8,100 87,075
Familymart .............. 40,300 1,820,542
Fay's Drug Co. .......... 52,300 392,250
Fingerhut Companies,
Inc ................... 36,000 499,500
General Host Corp.+ ..... 79,600 318,400
Hannaford Brothers, Co. . 71,000 1,748,375
Hudson's Bay Co. ........ 29,100 418,717
Ito-Yokado Co., Ltd. .... 25,000 1,541,370
JUSCO Co. ............... 65,000 1,695,022
Kesko ................... 51,700 644,137
Koninklijke Ahold N.V ... 24,003 980,723
Kroger Equity, Inc.+ .... 22,700 241,188
Laclede Gas Co. ......... 41,200 870,350
Merkur Holding AG ....... 1,225 269,336
Proffitt's Inc.+ ........ 23,000 603,750
Rex Stores Corp.+ ....... 25,000 443,750
Rite Aid Corp. .......... 567,000 19,419,750
Robinson & Co. Ltd. ..... 65,000 271,121
Ross Stores, Inc. ....... 115,000 2,199,375
Ruddick Corp. ........... 26,200 301,300
Russ Berrie & Co., Inc. . 33,000 416,625
Sears, Roebuck & Co. .... 1,335,000 52,064,999
Retail (continued)
Shopko Stores, Inc. ..... 17,600 $ 198,000
Urban Shopping Centers,
Inc ................... 68,200 1,457,775
Viking Office Products,
Inc.+ ................. 41,200 1,915,800
Vons Companies, Inc.+ ... 133,000 3,757,250
Waban, Inc.+ ............ 75,000 1,406,250
Wal-Mart Stores, Inc. ... 416,600 9,321,425
Zale Corp.+ ............. 25,000 403,125
---------
122,823,442
---------
Specialty Consumer Durables (0.1%)
Bio-Rad Labs, Inc.
Class A+ .............. 38,000 1,615,000
Collagen Corp. .......... 26,000 549,250
Fusion Systems Corp.+ ... 12,200 341,600
Polaris Industries, Inc. 147,850 4,343,094
---------
6,848,944
---------
Telecommunications (2.5%)
Ameritech Corp. ......... 1,436,700 84,765,299
AT&T Corp. .............. 729,400 47,228,649
Cascade Communications
Corp.+ ................ 55,100 4,697,275
Case Corp. .............. 99,900 4,570,425
GN Store Nord AS ........ 4,100 329,213
Holophane Corp.+ ........ 68,550 1,490,963
---------
143,081,824
---------
Transportation (1.8%)
Alaska Air Group, Inc.+ 22,100 359,125
American President
Cos., Ltd. ............ 185,300 4,261,900
AMR Corp.+ .............. 677,100 50,274,674
Bergesen d.y. AS Class B 15,000 294,392
British Airways Plc ..... 151,200 1,093,950
Canadian National
Railway Co.+ .......... 134,400 2,016,000
Comair Holdings, Inc. ... 157,500 4,232,813
Conrail, Inc. ........... 117,300 8,211,000
CSX Corp. ............... 140,000 6,387,500
Eagle USA Airfreight,
Inc.+ ................. 9,300 244,125
East Japan Railway Co. .. 244 1,187,417
Expeditors International
of Washington, Inc. ... 27,100 707,988
Florida East Coast
Industries, Inc. ...... 6,500 443,625
Harper Group, Inc. ...... 57,000 1,011,750
Hornbeck Offshore
Services, Inc.+ ....... 24,500 480,813
Kvaerner AS ............. 37,500 1,329,514
M.S. Carriers, Inc.+ .... 38,800 776,000
Malaysian International
Shipping Bhd .......... 93,000 243,580
Navistar International
Corp.+ ................ 645,700 6,779,850
Nippon Express Co. Ltd. . 120,000 1,156,318
Peninsular & Orient
Steam Navigation Co. .. 205,400 1,517,983
PHH Corp. ............... 66,200 3,094,850
Singapore Airlines Ltd. . 119,000 1,110,498
UAL Corp.+ .............. 27,100 4,837,350
Werner Enterprises, Inc. 28,000 567,000
---------
102,620,015
---------
See Notes to Portfolio of Investments.
<PAGE>
Aetna Variable Fund
Portfolio of Investments - December 31, 1995 (continued)
- ---------------------------------------------------------
Number of Market
Shares Value
------- -------
Utilities - Electric (4.6%)
Boston Edison Co. ............ 137,400 $ 4,053,300
California Energy Co.,
Inc.+ ...................... 95,000 1,852,500
Centerior Energy Corp. ....... 66,000 585,750
Central Hudson Gas &
Electric Co. ............... 41,900 1,293,663
Cilcorp, Inc. ................ 30,300 1,283,963
Commonwealth Energy
System, Inc. ............... 24,200 1,082,950
Consolidated Edison Co.
of New York, Inc. .......... 620,000 19,840,000
Destec Energy, Inc.+ ......... 3,600 49,500
DQE, Inc. .................... 152,550 4,690,913
Electrowatt AG ............... 1,720 630,781
Entergy Corp. ................ 744,000 21,762,000
Florida Progress Corp. ....... 112,400 3,976,150
General Public
Utilities Corp. ............ 110,000 3,740,000
Green Mountain Power
Corp ....................... 3,000 83,250
Hawaiian Electric
Industries, Inc. ........... 18,700 724,625
Hokkaido Electric Power Co. .. 140 3,257
Houston Industries, Inc. 200,000 4,850,000
IES Industries, Inc. ......... 86,000 2,279,000
Illinova Corp. ............... 213,600 6,408,000
IPALCO Enterprises, Inc. ..... 10,300 392,688
Korea Electric Power
Corp. ADR .................. 40,000 1,070,000
LG&E Corp. ................... 35,400 1,495,650
MDU Resources Group, Inc. .... 41,400 822,825
Midamerican Energy Co. ....... 25,000 418,750
National Power PLC ADR (d) ... 42,050 388,963
New England Electric
System ..................... 93,000 3,685,125
New York State Electric
& Gas Corp. ................ 226,100 5,850,338
Nipsco Industries, Inc.. ..... 135,200 5,171,400
Northeast Utilities .......... 121,300 2,956,688
Northern States Power Co. .... 115,400 5,669,025
Oklahoma Gas & Electric Co. .. 58,700 2,524,100
Orange & Rockland
Utilities, Inc. ............ 40,000 1,430,000
Pacific Gas and
Electric Co. ............... 410,200 11,639,425
Peco Energy Co. .............. 661,900 19,939,738
Pinnacle West Capital Corp. .. 223,400 6,422,750
Portland General Corp. ....... 132,000 3,844,500
Powergen PLC ADR (d) ......... 42,050 551,906
Public Service Co.
of Colorado+ ............... 124,600 4,407,725
Public Service Co. of
New Mexico+ ................ 180,000 3,172,500
Rochester Gas &
Electric Corp. ............. 69,300 1,567,913
San Diego Gas &
Electric Co. ............... 126,200 2,997,250
SCEcorp ...................... 1,909,800 33,898,950
Sierra Pacific Resources ..... 124,400 2,907,850
Sithe Energies, Inc.+ ........ 587,200 3,523,200
Southwestern Public
Service Co. ................ 19,600 641,900
Texas Utilities Co. .......... 148,700 6,115,288
TNP Enterprises, Inc. ........ 24,300 455,625
Tohoku Electric Power ........ 38,000 917,260
Transalta Corp. .............. 80,800 866,412
Unicom Corp. ................. 1,217,100 39,860,024
United Illuminating Co. ...... 36,000 1,345,500
Utilities - Electric (continued)
Western Resources, Inc. ...... 59,300 $ 1,979,138
WPS Resources Corp. .......... 36,300 1,234,200
---------
259,354,208
---------
Utilities - Oil and Gas (1.0%)
Atlanta Gas Light Co. ........ 223,000 4,404,250
Brooklyn Union Gas Co. (The) . 82,700 2,418,975
Coastal Corp. (The) .......... 366,500 13,652,125
Connecticut Energy Corp. ..... 11,800 262,550
MCN Corp. .................... 34,300 797,475
New Jersey Resources Corp. ... 43,000 1,295,375
Northwest Natural Gas Co. .... 12,100 399,300
Pacific Enterprises .......... 225,100 6,359,075
Phoenix Resource Co., Inc. ... 64,400 1,110,900
Piedmont Natural Gas, Inc. ... 15,500 360,375
Public Service Co. of
North Carolina ............. 4,400 78,650
Southern Indiana Gas &
Electric Co. ............... 15,000 521,250
Valero Energy Corp. .......... 88,000 2,156,000
Washington Gas Light Co. ..... 26,200 537,100
Wicor, Inc. .................. 11,100 357,975
Williams Cos., Inc. .......... 510,100 22,380,638
---------
57,092,013
---------
Utilities - Telephone (4.4%)
Bell Atlantic Corp. .......... 360,000 24,075,000
BellSouth Corp. .............. 1,749,200 76,090,199
Century Telephone
Enterprises ................ 156,000 4,953,000
Cincinnati Bell, Inc. ........ 342,000 11,884,500
Citizens Utilities Co.+ ..... 21,641 275,920
DDI Corp. .................... 214 1,659,638
Frontier Corp. ............... 26,600 798,000
GTE Corp. .................... 351,000 15,444,000
Nippon Telegraph &
Telephone Corp. ............ 229 1,853,667
NYNEX Corp. .................. 280,100 15,125,400
SBC Communications, Inc. ..... 420,000 24,150,000
Southern New England
Telecommunications Corp. ... 135,100 5,370,225
Sprint Corp. ................. 1,695,000 67,588,124
Telecom Italia SpA ........... 350,000 544,927
Tellabs, Inc.+ ............... 37,200 1,376,400
---------
251,189,000
---------
Utilities - Water (0.0%)
Welsh Water Plc .............. 72,083 867,354
Total Common Stocks
(cost $3,891,283,962) ...... $5,141,754,533
---------
PREFERRED STOCKS (3.7%)
Banks (1.2%)
BankAmerica Corp. ............ 981,300 63,539,174
Barnett Banks, Inc. .......... 23,000 2,564,500
Creditanstalt-Bankverein ..... 18,600 956,726
---------
67,060,400
---------
See Notes to Portfolio of Investments.
<PAGE>
Aetna Variable Fund
Portfolio of Investments - December 31, 1995 (continued)
- --------------------------------------------------------
Number of Market
Shares Value
------- -------
Chemicals (0.6%)
Union Carbide Corp. .......... 902,300 $33,836,250
---------
Commercial Services (0.1%)
Alco Standard Corp. .......... 20,800 2,111,200
---------
Computers and Office Equipment (0.0%)
Ceridian Corp. ............... 21,000 1,942,500
---------
Diversified (0.0%)
Sea Containers, Ltd. ......... 36,000 1,575,000
---------
Electrical Equipment (0.7%)
FPL Group, Inc. .............. 785,600 36,432,199
Nokia AB Class A ............. 76,000 2,992,953
---------
39,425,152
---------
Financial Services (0.8%)
Alexander & Alexander(b) ..... 49,000 2,376,500
American Express Exch Note ... 663,900 36,846,449
Phoenix Duff & Phelps Corp. .. 7,800 196,950
Travelers, Inc. .............. 41,800 3,647,050
---------
43,066,949
---------
Foods and Beverages (0.0%)
Corning Delaware L.P. ........ 13,900 700,213
Union Planters Co. ........... 18,600 737,025
---------
1,437,238
---------
Machinery and Equipment (0.0%)
Case Corp.(b) ................ 14,200 1,604,600
---------
Media and Entertainment (0.0%)
AMC Entertainment ............ 15,850 645,888
---------
Metals and Mining (0.1%)
Cyprus Amax Minerals Co. ..... 42,100 2,473,375
---------
Paper and Containers (0.0%)
International
Paper Co.(b) ............... 9,300 413,850
---------
Pollution Control (0.0%)
William Cos., Inc. ........... 27,900 2,064,600
---------
Real Estate Investment Trusts (0.0%)
Security Capital .............
Pacific Trust 19,400 475,300
---------
Retail (0.2%)
Dillard Department
Stores, Inc. ............... 249,500 7,110,750
Tanger Factory Outlet
Centers, Inc. .............. 55,800 1,283,400
---------
8,394,150
---------
Utilities - Oil and Gas (0.0%)
Valero Energy Corp. .......... 37,200 1,915,800
---------
Utilities - Water (0.0%)
Welsh Water Plc .............. 77,850 131,748
Total Preferred Stocks
(cost $165,464,349) ........ $208,574,000
--------
Warrants (0.0%)
Morgan Stanley American
Express Hong ...............
Kong Call+ 294,000 1,249,500
---------
Total Warrants (cost
$1,447,583) ................ $1,249,500
--------
LONG TERM BONDS AND NOTES (1.0%)
Corporate Bonds - Convertible (1.0%)
Building Materials and Construction (0.0%)
Continental Homes
Holding Corp., ............. 700,000 $ 746,069
6.875%, 11/01/02 ---------
Commercial Services (0.0%)
Ogden Corp., 6.00%,
06/01/02 ................... 475,000 446,500
---------
Computer Software (0.0%)
Automatic Data
Processing, Inc.,
0.00%, 02/20/12 ............ 3,800,000 1,838,495
---------
Electrical and Electronics (0 1%)
Motorola, Inc., 0.00%,
09/27/13 ................... 1,000,000 763,750
National Semiconductor
Corp.(b), 6.50%,
10/01/02 ................... 4,650,000 4,312,875
Seagate Technology,
Inc., 6.75%, 05/01/12 ...... 1,860,000 2,180,850
---------
7,257,475
---------
Financial Services (0.1%)
Mitsubishi Bank, 3.00%,
11/30/02 ................... 1,680,000 1,943,592
Old Republic International,
5.75%, 08/15/02 ............ 1,415,000 1,938,550
---------
3,882,142
---------
Health Services (0.0%)
Integrated Health Services,
5.75%, 01/01/01 ............ 930,000 925,350
---------
Household Products (0.0%)
Fieldcrest Cannon, Inc.,
6.00%, 03/15/12 ............ 450,000 307,125
---------
Insurance (0.1%)
Horace Mann Educators
Corp., 6.50%, 12/01/99 ..... 930,000 953,250
NAC Re Corp.(b), 5.25%,
12/15/02 ................... 930,000 930,000
---------
1,883,250
---------
Machinery and Equipment (0.1%)
AGCO Corp., 6.50%,
06/01/08 ................... 1,260,000 4,959,940
Lam Research Corp., 6.00%,
05/01/03 ................... 232,000 462,840
---------
5,422,780
---------
Media and Entertainment (0.0%)
Carnival Corp., 4.50%,
07/01/97 ................... 680,000 986,000
---------
Metals and Mining (0.1%)
Agnico-Eagle Mines
Ltd., 3.50%, 01/27/04 ...... 2,900,000 2,465,461
Allegheny Ludlum Corp.,
5.875%, 03/15/02 ........... 930,000 962,921
Battle Mountain Gold
Co., 6.00%, 01/04/05 ....... 500,000 412,500
---------
3,840,882
---------
Oil and Gas (0.2%)
Apache Corp.(b), 6.00%,
01/15/02 ................... 1,470,000 1,675,800
Baker Hughes, Inc.,
0.00%, 05/05/08 ............ 9,975,000 6,422,916
Consolidated Natural
Gas Co., 7.25%,
12/15/15 ................... 950,000 983,250
Pennzoil Co., 4.75%,
10/01/03 ................... 1,000,000 1,008,750
Pogo Producing, 5.50%,
03/15/04 ................... 1,395,000 1,886,738
---------
11,977,454
---------
See Notes to Portfolio of Investments.
<PAGE>
Aetna Variable Fund
Portfolio of Investments - December 31, 1995 (continued)
- ---------------------------------------------------------
Number of Market
Shares Value
------- -------
Pharmaceuticals (0.0%)
Bindley Western, 6.50%,
10/01/02 ................... $ 930,000 $ 963,713
---------
Pollution Control (0.1%)
Browning-Ferris
Industries, Inc.,
6.75%, 07/18/05 ............ 2,850,000 2,857,125
---------
Printing and Publishing (0.1%)
Omnicom Group(b),
4.50%, 09/01/00 ............ 1,395,000 1,879,763
---------
Retail (0.1%)
Costco Wholesale Inc., ....... 2,225,000 2,147,234
5.75%, 05/15/02
Hechinger Co., 5.50%, ........ 1,500,000 701,250
04/01/12
Office Depot, Inc., .......... 1,100,000 759,000
0.00%, 12/11/07
Proffitt's Inc., 4.75%,
11/01/03 ................... 1,860,000 1,618,200
---------
5,225,684
---------
Telecommunications (0.0%)
Aspect Telecommunications(b),
5.00%, 10/15/03 ............ 930,000 1,660,050
---------
Transportation (0.0%)
AMR Corp., 6.125%,
11/01/24 ................... 930,000 976,128
---------
Utilities - Electric (0.0%)
California Energy Co.,
Inc.(b), 5.00%, 07/31/00 ... 950,000 957,125
Potomac Electric Power, 7.00%,
01/15/18 ..................... 750,000 766,875
---------
1,724,000
Total Corporate Bonds - Convertible
(cost $49,824,523) ......... $54,799,985
---------
U.S. Government Obligations (0.3%)
U.S. Treasury Note(e),
5.125%, 03/31/96............ 900,000 899,859
U.S. Treasury Note(c),
9.25%, 01/15/96............. 3,500,000 13,524,705
---------
Total U.S. Government
Obligations (cost
$14,413,401) ............... $14,424,564
---------
Total Long Term Bonds and
Notes (cost $64,237,924) .. $69,224,549
---------
Short-Term Investments (3.6%)
Abbey National North
America, Comm. Paper,
6.15%, 01/02/96 ........... 25,000,000 25,000,000
Detroit Edison Co.,
Corp. Note, 6.15%,
01/02/96 .................. 17,000,000 17,000,000
General American
Transportation Corp.,
Comm. Paper, 6.05%,
01/12/96 .................. 1,790,000 1,786,992
General Motors
Acceptance Corp.,
Corp. Note, 6.00%,
01/02/96 .................. 33,581,000 33,581,000
IBM Corp., Comm. Paper,
5.95%, 01/03/96 ........... 25,000,000 24,995,868
Public Service Co. of
Colorado, Comm ............
Paper, 6.05%, 01/02/96 .... 9,400,000 9,377,336
Sundstrand Corp., Comm ......
Paper, 6.05%, 01/02/96 .... 39,152,000 39,152,000
TCI Communications,
Inc., Comm. Paper,
6.20%, 01/22/96 ........... 10,000,000 9,965,556
TCI Communications,
Inc., Comm. Paper,
6.38%, 01/09/96 ........... 10,000,000 9,987,594
TCI Communications,
Inc., Comm. Paper,
6.25%, 01/17/96 ........... 9,000,000 8,976,563
Texas Utilities
Electric Co., Comm ........
Paper, 6.30%, 01/05/96 .... 10,000,000 9,994,750
USL Capital Corp.,
Comm. Paper, 6.00%,
01/04/96 .................. 15,000,000 14,995,000
Total Short-Term
Investments
(cost $204,812,657) ....... $ 204,812,659
---------
TOTAL INVESTMENTS ........... $5,625,615,241
(cost $4,327,246,475)(a)
Other assets less
liabilities ............... 35,891,365
---------
Total Net Assets
$5,661,506,606
==============
Notes to Portfolio of Investments
Category percentages are based on net assets.
+Non-income producing security.
(a) The cost of investments for federal income tax purposes amounted to
$4,333,946,215. Unrealized gains and losses, based on identified tax cost at
December 31, 1995 are as follows:
Unrealized gains ....... $1,374,418,711
Unrealized losses ...... (82,749,685)
--------------
Net unrealized gain... $1,291,669,026
==============
(b) Securities that may be resold to "qualified institutional buyers" under rule
144A or securities offered pursuant to Section 4(2) of the Securities Act of
1933, as amended. These securities have been determined to be liquid under
guidelines determined by the Board of Trustees.
(c) At December 31, 1995, U.S. Treasury Note, 9.25%, 01/15/96, principal amount
$13,500,000, was pledged to cover margin requirements for open futures
contracts (see Note 1of Notes to Financial Statements). Information concerning
open futures contracts is shown below:
No. of
Long Initial Expiration Unrealized
Contracts Value Date Gain/(Loss)
---------- ---------- -------- -----------
All Ordinaries Share
Price Index Futures ....... 260 $10,895,697 March 96 $(53,635)
TSE 35 Index Futures ........ 28 2,562,109 March 96 (23,103)
German DAX Index Futures .... 133 21,202,534 March 96 (104,206)
Topix Index Futures ......... 105 15,598,908 March 96 698,076
Hang Seng Index Futures ..... 59 3,820,4456 March 96 47,044
CAC 40 Stock Index Futures .. 128 9,550,652 March 96 202,045
FTSE 100 Index Futures ...... 50 7,659,894 March 96 (7,452)
--------
$758,769
========
(d) Represents an installment purchase. Remaining amounts to be paid are
$950,241 on February 6, 1996 and $744,133 on September 17, 1996. Future
commitment is collateralized by a U.S. Treasury Note 5.125%, 03/31/96,
principal amount $900,000.
(e) Security segregated as collateral for installment purchase.
See Notes to Financial Statements.
<PAGE>
Aetna Income Shares
Portfolio of Investments - December 31, 1995
- ---------------------------------------------
Principal Market
Amount Value
-------- ------
LONG TERM BONDS AND NOTES (81.3%)
U.S. Government and Agency
Obligations (31.9%)
Agency Mortgage-Backed Securities (6.7%)
Federal Home Loan
Mortgage Corp.
206-B, 2.24%, 07/15/19 ...... $ 1,771,737 $ 1,729,658
Federal National
Mortgage Association,
5.99%, 06/25/19 ........... 2,140,681 1,953,007
Government National
Mortgage Association,
7.50%, 03/15/24 -
10/15/25 .................. 9,665,249 9,949,167
Government National
Mortgage Association,
10.00%, 10/15/09 -
01/15/21 .................. 13,637,980 14,993,250
Government National
Mortgage Association,
10.50%, 02/15/13 -
01/15/21 .................. 14,275,261 15,863,377
Government National
Mortgage Association,
11.00%, 02/15/10 .......... 39,439 44,073
Government National
Mortgage Association,
11.25%, 12/15/15 .......... 88,289 99,214
--------------
44,631,746
--------------
U.S. Agencies (2.9%)
Small Business
Administration 92-20K,
7.55%, 11/01/12 ........... 9,748,247 10,116,731
Student Loan Marketing
Association, 7.82%,
10/14/99 .................. 9,000,000 9,137,610
--------------
19,254,341
--------------
U.S. Treasuries (22.3%)
U.S. Treasury Bond,
5.75%, 08/15/03 ........... 25,000,000 25,308,562
U.S. Treasury Bond,
5.875%, 02/15/04 .......... 20,000,000 20,428,050
U.S. Treasury Bond,
7.25%, 05/15/16 ........... 20,000,00 22,843,649
U.S. Treasury Bond,
7.625%, 02/15/25 .......... 10,000,000 12,229,663
U.S. Treasury Bond,
10.375%, 11/15/12 ......... 15,000,000 20,739,843
U.S. Treasury Note,
6.875%, 03/31/00 -
07/31/99 .................. 45,000,000 47,430,561
--------------
148,980,328
--------------
Total U.S. Government and Agency Obligations
(cost $203,978,001) ... $212,866,415
--------------
Corporate Bonds (44.2%)
Financial Services (14.2%)
American General,
8.125%, 08/15/09 .......... 10,000,000 11,526,850
Associates Corp., 7.95%,
02/15/10 .................. 15,000,000 17,112,374
Capital One Bank,
8.625%, 01/15/97 .......... 5,000,000 5,142,000
Chemical Bank, 6.625%,
01/15/98 .................. 10,000,000 10,202,500
Dean Witter, Discover &
Co., 6.00%, 03/01/98 ........ 6,000,000 6,056,250
Ford Motor Credit Corp.,
FRN, 6.588%, 06/02/98 ..... 7,000,000 7,022,540
Ford Motor Credit Corp.,
FRN, 6.188%, 02/22/99 ..... 15,000,000 14,966,100
General Electric Capital
Corp., 8.625%, 06/15/08 ... 10,000,000 12,106,550
General Electric Capital
Corp., 7.96%, 02/02/98 ... 10,000,000 10,513,000
--------------
94,648,164
--------------
Foreign and Supranationals (12.6%)
African Development
Bank, 8.80%, 09/01/19 ..... $ 11,650,000 $ 14,778,491
Banco Nacional de
Comercia Exterior,
S.N.C., 7.25%, 02/02/04 ... 5,000,000 3,896,875
Bank of China, 6.75%,
03/15/99 .................. 5,000,000 5,081,275
Bank of China, 8.25%,
03/15/14 .................. 5,000,000 4,980,375
China International
Trust, 9.00%, 10/15/06 ... 10,000,000 11,393,050
Interamerican
Development Bank,
12.25%, 12/15/08 .......... 4,000,000 6,168,800
International Bank For
Reconstruction and
Development, 9.25%,
07/15/17 .................. 11,000,000 14,635,500
Korean Development Bank,
9.25%, 06/15/98 ........... 5,000,000 5,365,875
Quebec Province, 7.125%,
02/09/24 .................. 5,000,000 5,043,450
Republic of Argentina,
10.95%, 11/01/99 .......... 3,000,000 3,215,625
Rogers Cablesystem,
10.00%, 03/15/05 .......... 8,500,000 9,158,750
--------------
83,718,066
--------------
Other Corporate Bonds (17.4%)
Alliance Entertainment,
11.25%, 07/15/05 .......... 5,000,000 5,050,000
Bruno's Inc., 10.50%,
08/01/05 .................. 5,000,000 4,962,500
Columbia/HCA Healthcare,
6.91%, 06/15/05 ........... 9,000,000 9,435,375
Georgia-Pacific Corp.,
9.50%, 12/01/11 ............. 10,500,000 12,996,323
Grand Casinos Inc.,
10.125%, 12/01/03 ......... 5,100,000 5,361,375
MGM Grand Hotel, 12.00%,
05/01/02 .................. 8,000,000 8,790,000
News America Holdings
Inc., 9.25%, 02/01/13 ..... 10,000,000 11,805,550
Paramount Communications
Inc., 7.50%, 07/15/23 ..... 11,500,000 11,114,060
Ralph's Grocery, 10.45%,
06/15/04 .................. 5,000,000 5,087,500
Stone Container Corp.,
9.875%, 02/01/01 .......... 4,500,000 4,387,500
Telewest Plc, 11.00%,
10/01/07 .................. 6,850,000 4,144,250
Tenet Healthcare Corp.,
9.625%, 09/01/02 .......... 6,220,000 6,849,775
Time Warner
Entertainment, 9.625%,
05/01/02 .................. 5,000,000 5,798,850
Time Warner, Inc.,
7.45%, 02/01/98 ........... 7,000,000 7,198,380
TRW Inc., 9.35%, 06/04/20 ... 10,000,000 13,353,300
--------------
116,334,738
--------------
Total Corporate Bonds
(cost 274,961,401) .... $294,700,968
--------------
Non-Agency Mortgage-Backed Securities (3.3%)
Asset-Backed Securities (3.3%)
Chase Mortgage Finance,
6.75%, 11/25/09 ........... 10,915,000 10,950,815
First Chicago Master
Trust 94I-a, 6.045%,
01/15/99 .................. 8,000,000 8,012,160
Security Pacific
National Bank, 8.50%,
09/01/16 .................. 353,601 358,734
Security Pacific
National Bank, 8.50%,
03/01/17 .................. 2,905,132 2,883,343
--------------
22,205,052
--------------
Total Non-Agency
Mortgage-Backed
Securities
(cost $21,873,230) ........ $ 22,205,052
--------------
See Notes to Portfolio of Investments.
<PAGE>
Aetna Income Shares
Portfolio of Investments - December 31, 1995 (continued)
- ----------------------------------------------------------
Principal Market
Amount Value
-------- ------
Corporate Bonds - Convertible (1.0%)
Foreign and Supranationals (1.0%)
Petronas Gas Bhd(b),
7.125%, 08/15/05 .......... $ 6,000,000 $ 6,363,750
--------------
Total Corporate Bonds -
Convertible
(cost $5,968,675) ......... $ 6,363,750
--------------
Corporate Notes (0.9%)
Foreign and Supranationals (0.9%)
Swire Pacific, Ltd(b),
8.50%, 09/29/04 ........... 5,500,000 6,047,937
--------------
Total Corporate Notes
(cost $5,491,192) ........... $ 6,047,937
--------------
Total Long Term
Bonds and Notes
(cost $512,272,499) ....... $ 542,184,122
--------------
Number of Market
Shares Value
------- -------
COMMON STOCKS (0.6%)
Banks (0.6%)
CITICORP .................... 60,370 4,059,883
--------------
Total Common Stocks
(cost $3,040,516) ......... $ 4,059,883
--------------
Principal Market
Amount Value
-------- ------
Short-Term Investments (16.5%)
Detroit Edison Co.,
Corp. Note, 6.15%,
01/02/96 .................. $ 20,000,000 $ 20,000,000
Mapco, Inc., Corp. Note,
6.375%, 01/19/96 .......... 10,000,000 9,969,896
Public Service Co. of
Colorado, Comm. Paper,
6.05%, 01/02/96 ........... 10,000,000 9,975,889
Sears Roebuck Acceptance
Corp., Comm. Paper,
6.00%, 01/05/96 ........... 15,000,000 14,992,500
Source One Mortgage
Services Corp., Comm ......
Paper, 6.15%, 01/09/96 ... 10,000,000 9,988,042
Sundstrand Corp., Comm ......
Paper, 6.05%, 01/02/96 ... 27,353,000 27,353,000
TCI Communications,
Inc., Comm. Paper,
6.20%, 01/22/96 ........... 9,500,000 9,498,316
TCI Communications,
Inc., Comm. Paper,
6.38%, 01/09/96 ........... 8,000,000 7,990,076
--------------
Total Short-Term
Investments
(cost $109,767,719) ....... $ 109,767,719
--------------
TOTAL
INVESTMENTS ............... $ 656,011,724
(cost $625,080,734)(a)
Other assets less
liabilities ............... 10,948,765
--------------
Total Net Assets
$ 666,960,489
==============
Notes to Portfolio of Investments
Category percentages are based on net assets.
(a) The cost of investments for federal income tax purposes amount to
$625,730,151. Unrealized gains and losses, based on identified tax cost at
December 31, 1995 are as follows:
Unrealized gains ........ $31,064,363
Unrealized losses ....... (782,790)
===========
Net unrealized gain.... $30,281,573
===========
(b) Securities that may be resold to "qualified institutional buyers" under
Rule 144A or securities offered pursuant to section 4(2) of the Securities Act
of 1933, as amended. These securities have been determined to be liquid under
guidelines established by the Board of Trustees
.
See Notes to Financial Statements.
<PAGE>
Aetna Variable Encore Fund
Portfolio of Investments - December 31, 1995
- -----------------------------------------------------------
Principal Market
Amount Value
-------- ------
Asset-Backed Securities (3.9%)
Bridgestone/Firestone
Master Trust, Inc.(b),
5.80%, 02/20/96 ........... $ 4,000,000 $ 4,000,000
Dakota Certificates -
Standard Credit Card
Master Trust 1(b),
5.71%, 02/09/96 ........... 7,000,000 6,957,809
Dakota Certificates -
Standard Credit Card
Master Trust 1(b),
5.73%, 01/17/96 ........... 2,000,000 1,995,225
Dakota Certificates -
Standard Credit Card
Master Trust 1(b),
6.05%, 01/04/96 ........... 3,000,000 2,998,992
Dakota Certificates -
Standard Credit Card
Master Trust 1(b),
6.05%, 01/05/96 ........... 2,654,000 2,652,662
Ford Credit Auto Lease,
6.00%, 05/15/96 ........... 1,528,234 1,528,234
--------------
Total Asset-Backed
Securities ................ $ 20,132,922
--------------
Certificates of Deposit (1.9%)
Deutsche Bank AG, 5.98%,
07/15/96 .................... 10,000,000 10,017,400
--------------
Total Certificates of
Deposit ................... $ 10,017,400
--------------
Commercial Paper - Domestic (28.3%)
A.H. Robins Co.,
Inc.(b), 5.70%,
02/07/96 .................. 5,000,000 4,971,500
American Home Products
Corp.(b), 5.55%,
03/26/96 .................. 5,500,000 5,426,685
American Honda Finance
Corp., 5.62%, 04/18/96 ... 3,500,000 3,440,955
American Honda Finance
Corp., 5.65%, 04/22/96 ... 2,000,000 1,965,040
American Honda Finance
Corp., 5.67%, 03/14/96 ... 2,000,000 1,976,480
American Honda Finance
Corp., 5.68%, 03/14/96 ... 3,000,000 2,964,720
Central & Southwest
Corp., 5.75%, 02/13/96 ... 7,300,000 7,251,029
Central & Southwest
Corp., 5.80%, 02/21/96 ... 10,000,000 9,919,444
Ciesco, L.P., 5.90%,
01/03/96 .................. 3,000,000 2,983,521
Cooper Industries, Inc.,
6.00%, 01/02/96 ........... 10,228,000 10,221,181
Cooperative Association
of Tractor Dealers,
Inc., 5.65%, 03/12/96 ..... 1,500,000 1,482,975
Cooperative Association
of Tractor Dealers,
Inc., 5.72%, 02/15/96 ..... 4,000,000 3,972,036
Cooperative Association
of Tractor Dealers,
Inc., 5.72%, 02/28/96 ..... 700,000 693,427
Cooperative Association
of Tractor Dealers,
Inc., 5.75%, 02/08/96 ..... 1,000,000 994,090
Cooperative Association
of Tractor Dealers,
Inc., 5.80%, 01/12/96 ..... 1,000,000 998,389
Cooperative Association
of Tractor Dealers,
Inc., 6.00%, 01/02/96 ..... 14,300,000 14,290,467
Cooperative Association
of Tractor Dealers,
Inc., 6.05%, 01/05/96 ..... 3,000,000 2,972,280
Corporate Asset Funding
Co., Inc., 5.65%,
01/30/96 .................. 2,000,000 1,991,211
Corporate Asset Funding
Co., Inc., 5.65%,
02/15/96 .................. 2,000,000 1,986,189
Corporate Asset Funding
Co., Inc., 6.10%,
01/11/96 .................. 4,000,000 3,993,900
Countrywide Funding
Corp., 5.80%, 02/14/96 ... 8,500,000 8,441,114
Countrywide Funding
Corp., 6.00%, 01/22/96 ... $ 6,000,000 $ 5,980,000
Dealers Capital Access
Trust, Inc., 5.65%,
03/11/96 .................. 2,000,000 1,977,400
Dealers Capital Access
Trust, Inc., 5.70%,
03/05/96 .................. 1,800,000 1,781,334
Dealers Capital Access
Trust, Inc., 5.95%,
01/12/96 .................. 1,600,000 1,597,356
Finova Capital Corp.,
6.10%, 01/03/96 ........... 700,000 696,788
Fleetwood Credit
Corp.(b), 5.80%,
01/24/96 .................. 3,750,000 3,736,708
Fleetwood Credit
Corp.(b), 5.80%,
01/25/96 .................. 4,000,000 3,985,178
Fleetwood Credit Corp.,
5.85%, 01/04/96 ........... 3,000,000 2,988,979
Norwest Financial, Inc.,
5.65%, 02/16/96 ........... 1,000,000 992,938
PSE&G Fuel Corp., 5.85%,
01/18/96 .................. 5,271,000 5,257,295
Sears Roebuck Acceptance
Corp., 6.00%, 01/05/96 ... 8,000,000 7,990,667
Sheffield Receivables
Corp., 5.65%, 02/26/96 ... 4,000,000 3,965,472
Source One Mortgage
Services Corp., 6.15%,
01/09/96 .................. 1,500,000 1,494,363
Source One Mortgage
Services Corp., 6.20%,
01/02/96 .................. 3,500,000 3,497,589
Textron Financial Corp.,
6.00%, 01/08/96 ........... 570,000 569,430
Whirlpool Financial
Corp., 5.72%, 02/05/96 ... 6,000,000 5,967,587
--------------
Total Commercial Paper -
Domestic .................. $ 145,415,717
--------------
Commercial Paper - Foreign (7.2%)
Abbey National North
America, 6.15%,
01/02/96 .................. 3,000,000 3,000,000
British Columbia
(Province of), 5.60%,
03/18/96 .................. 3,200,000 3,160,960
British Columbia
(Province of), 5.60%,
04/12/96 .................. 1,600,000 1,574,752
Export Import Bank of
Korea, 7.85%, 11/01/96 ... 7,525,000 7,661,654
Ford Capital B.V.,
9.00%, 06/01/96 ........... 1,550,000 1,570,600
Government Development
Bank of Puerto Rico,
Mato Rey, 5.80%,
01/19/96 .................. 1,905,000 1,898,555
Government Development
Bank of Puerto Rico,
Mato Rey, 5.80%,
01/31/96 .................. 4,000,000 3,981,311
Skandinaviska Enskilda
Banken Funding, Inc.,
5.76%, 01/16/96 ........... 5,000,000 4,988,800
Svenska Handelsbanken,
Inc., 5.64%, 02/29/96 ..... 4,800,000 4,753,920
Svenska Handelsbanken,
Inc., 5.68%, 02/14/96 ..... 4,500,000 4,469,470
--------------
Total Commercial Paper -
Foreign ................... $ 37,060,022
--------------
Corporate Notes (24.4%)
Bank One, Dayton, N.A.,
5.95%, 10/02/96 ........... 23,600,000 23,600,000
Carco Auto Loan Trust,
5.925%, 11/15/98 .......... 15,500,000 15,551,150
Caterpillar Financial
Services Corp., 5.83%,
07/29/96 .................. 7,000,000 7,000,000
Caterpillar Inc.,
9.125%, 12/15/96 .......... 600,000 619,500
Chrysler Financial
Corp., 6.00%, 04/15/96 ... 1,000,000 1,000,340
Chrysler Financial
Corp., 6.25%, 11/15/96 ... 9,000,000 9,018,000
Columbia/HCA Healthcare
Corp., 5.812%, 07/28/97 ... 4,200,000 4,200,000
See Notes to Portfolio of Investments.
<PAGE>
Aetna Variable Encore Fund
Portfolio of Investments - December 31, 1995 (continued)
- --------------------------------------------------------
Principal Market
Amount Value
-------- ------
Corporate Asset Funding
Co., Inc.(b), 5.841%,
12/02/96 .................. $ 9,000,000 $ 9,000,000
FNB Boston Corp., 6.00%,
05/10/96 .................. 4,000,000 4,005,840
General Motors
Acceptance Corp.,
6.00%, 01/02/96 ........... 2,400,000 2,400,240
General Motors
Acceptance Corp.,
8.625%, 07/15/96 .......... 1,000,000 1,015,810
General Motors
Acceptance Corp.,
8.75%, 02/01/96 ........... 3,500,000 3,503,932
Greyhound Financial
Corp., 6.195%, 02/15/96 ... 4,400,000 4,400,273
Greyhound Financial
Corp., 6.195%, 02/15/96 ... 17,000,000 17,002,317
Hertz Corp., 9.125%,
08/01/96 .................. 1,800,000 1,836,000
Sears Roebuck & Co.,
8.55%, 08/01/96 ........... 1,000,000 1,016,890
Weyerhauser Co., 8.40%,
05/17/96 .................. 20,000,000 20,200,000
--------------
Total Corporate Notes
$ 125,370,292
--------------
Medium Term Notes (24.9%)
American Honda Finance
Corp.(b), 5.959%,
08/01/96 .................. 9,000,000 8,999,010
AT&T Capital Corp.,
7.87%, 07/01/96 ........... 6,000,000 6,069,420
Chrysler Financial
Corp., 7.13%, 09/30/96 .... 900,000 909,837
Dean Witter, Discover &
Co., 5.81%, 09/29/96 ...... 3,000,000 3,002,970
Deere (John) Capital
Corp., 5.929%, 03/11/96 ... 16,750,000 16,695,562
Discover Credit Corp.,
8.92%, 03/15/96 ........... 10,160,000 10,236,199
Fleetwood Credit
Corp.(b), 6.153%,
02/08/96 .................. 6,000,000 6,000,969
Ford Motor Credit Co.,
5.00%, 03/25/96 ........... 3,100,000 3,095,381
Ford Motor Credit Co.,
8.95%, 06/14/96 ........... 1,000,000 1,014,310
Ford Motor Credit Co.,
9.00%, 07/26/96 ........... 1,180,000 1,202,090
Ford Motor Credit Co.,
9.10%, 06/10/96 ........... 3,400,000 3,447,634
Ford Motor Credit Co.,
9.20%, 07/16/96 ........... 500,000 508,965
General Electric Capital
Corp., 5.90%, 01/10/96 .... 10,000,000 9,999,955
General Motors
Acceptance Corp.,
5.805%, 04/13/98 .......... 10,500,000 10,507,602
General Motors
Acceptance Corp.,
6.187%, 04/22/96 .......... 3,350,000 3,366,750
GMAC Australia Finance,
6.082%, 12/06/96 .......... 4,000,000 4,004,696
PACCAR Financial Corp.,
5.83%, 09/20/96 ........... 9,000,000 9,010,080
Potomac Capital
Investment Corp.(b),
6.32%, 02/16/96 ........... 5,000,000 5,001,563
Sears DC Corp., 8.92%,
03/15/96 .................. 1,000,000 1,005,840
Shawmut Bank of
Connecticut, 5.895%,
05/10/96 ...... 24,000,000 24,028,799
--------------
Total Medium Term Notes ..... $ 128,107,632
--------------
U.S. Government Agency
Obligations (10.1%)
Federal Farm Credit
Bank, 5.60%, 04/24/96 ..... 12,000,000 11,993,531
Federal Home Loan Bank,
5.90%, 04/27/98 ........... 20,000,000 19,960,000
Federal National
Mortgage Association,
6.34%, 02/18/97 ........... 10,000,000 10,022,000
Student Loan Marketing
Association, FRN,
5.95%, 01/21/97 ........... 10,000,000 10,012,500
--------------
Total U.S. Government
Agency Obligations
$ 51,988,031
--------------
TOTAL INVESTMENTS
(cost $517,984,607)(a) $ 518,092,016
Other assets less
liabilities ............... (4,055,413)
--------------
Total Net Assets
$ 514,036,603
==============
Notes to Portfolio of Investments
Category percentages are based on net assets.
(a) The cost of investments for federal income tax purposes are identical.
Unrealized gains and losses, based on identified tax cost at December 31,
1995 are as follows:
Unrealized gains ........ $225,013
Unrealized losses ....... (117,604)
========
Net unrealized gain.... $107,409
========
(b) Securities that may be resold to "qualified institutional buyers" under
Rule 144A or securities offered pursuant to section 4(2) of the Securities Act
of 1933, as amended. These securities have been determined to be liquid under
guidelines established by the Board of Trustees.
See Notes to Financial Statements.
<PAGE>
Aetna Investment Advisers Fund, Inc
Portfolio of Investments - December 31, 1995
- ---------------------------------------------
Number of Market
Shares Value
------- -------
COMMON STOCKS (62.4%)
Aerospace and Defense (0.6%)
Kaman Corp. Class A ......... 26,000 $ 289,250
Lockheed Martin Corp. ....... 400 31,600
McDonnell-Douglas Corp. ..... 74,900 6,890,799
--------------
7,211,649
--------------
Apparel and Cosmetics (1.2%)
Block Drug Co. Class A ...... 2,472 85,902
Burlington Industries,
Inc.+ ..................... 33,500 439,688
Helene Curtis
Industries, Inc. .......... 10,900 344,713
Herbalife
International, Inc. ....... 1,900 16,388
Maybelline, Inc. ............ 43,200 1,566,000
Nike, Inc. .................. 133,000 9,260,124
Oshkosh B'Gosh, Inc. ........ 25,000 437,500
St. John Knits, Inc. ........ 5,400 286,875
TJX Companies, Inc. (The) ... 102,400 1,932,800
Unifirst Corp. .............. 5,900 106,200
--------------
14,476,190
--------------
Autos and Auto Equipment (0.5%)
Borg Warner Automotive,Inc. . 4,700 150,400
Excel Industries, Inc. ...... 8,300 116,200
Kaydon Corp. ................ 15,000 455,625
PACCAR, Inc. ................ 30,000 1,263,750
Smith (A.O.) Corp. .......... 24,000 498,000
Snap On, Inc. ............... 40,000 1,810,000
Varity Corp.+ ............... 40,000 1,485,000
Wynn's International, Inc. .. 3,400 100,725
--------------
5,879,700
--------------
Banks (3.6%)
Associated Banc-Corp ........ 1,750 71,641
Bank of New York Co., Inc. .. 20,223 985,871
Bankers First Corp. ......... 5,600 156,100
BanPonce Corp. .............. 5,100 197,625
BayBanks, Inc. .............. 7,000 687,750
CCB Financial Corp. ......... 9,100 505,050
Charter One Financial, Inc. . 11,400 349,125
Chemical Banking Corp. ...... 125,100 7,349,624
Citizens Bancorp ............ 11,500 370,875
City National Corp. ......... 112,200 1,570,800
Comerica, Inc. .............. 27,500 1,103,438
Community Bank System, Inc. . 2,600 83,200
Compass Bancshares, Inc. .... 9,400 310,200
Cullen/Frost
Bankers, Inc. ............. 31,800 1,590,000
FFY Financial Corp. ......... 2,000 42,000
First American
Corp. (Tenn.) ............. 16,400 776,950
First Chicago Corp. ......... 169,778 6,706,230
First Commonwealth
Financial Corp. ........... 4,100 71,750
First Empire State Corp. .... 3,500 763,000
First of America Bank
Corp ...................... 30,200 1,340,125
Fulton Financial Corp. ...... 3,400 70,550
KeyCorp ..................... 13,400 485,750
Liberty Bancorp, Inc. ....... 10,200 379,950
Banks (continued)
Mark Twain Bancshares,
Inc ....................... 900 $ 34,875
N.S. Bancorp, Inc. .......... 5,700 220,875
Nations Bank, Inc. .......... 100,400 6,990,349
North Side Savings Bank ..... 17,600 536,800
PNC Bancorp ................. 3,800 249,375
Provident Bancorp ........... 6,400 300,800
Queens County Bancorp,
Inc ....................... 29,600 1,171,050
Reliance Bancorp, Inc. ...... 32,000 468,000
River Forest Bancorp,
Inc ....................... 8,200 209,100
Roosevelt Financial
Group, Inc. ............... 37,700 730,438
Security Capital Corp. ...... 6,200 373,550
Silicon Valley
Bancshares+ ............... 10,600 254,400
Standard Federal
Bancorporation ............ 23,900 941,063
Standard
Financial, Inc.+ .......... 43,900 642,038
Star Banc Corp. ............. 10,900 648,550
Susquehanna Bancshares,
Inc ....................... 1,400 37,100
Trans Financial, Inc. ....... 11,600 207,350
Trustmark Corp. ............. 5,600 127,400
Union Bank .................. 17,600 954,800
Usbancorp, Inc. ............. 2,700 89,100
Webster Financial Corp. ..... 6,200 182,900
Zion Bancorporation ......... 18,500 1,484,625
--------------
42,822,142
--------------
Building Materials and Construction (1.6%)
American Buildings Co.+ .... 24,600 553,500
Ameron, Inc. ................ 5,200 195,650
Beazer Homes USA, Inc.+ .... 41,500 855,938
Butler Manufacturing Co. .... 13,900 545,575
Centex Corp. ................ 90,900 3,158,775
Champion Enterprises, Inc.+ . 75,300 2,324,888
Continental Homes
Holding Corp. ............. 37,100 913,588
Elcor Corp. ................. 12,100 263,175
Granite
Construction, Inc. ........ 59,100 1,861,650
Jacobs Engineering
Group, Inc.+ .............. 4,800 120,000
Lennar Corp. ................ 36,600 919,575
Lone Star Industries ........ 6,000 150,000
MDC Holdings, Inc. .......... 18,400 131,100
NCI Building Systems, Inc.+ . 8,200 202,950
NVR, Inc.+ .................. 32,700 327,000
Pulte Corp. ................. 71,400 2,400,825
Redman Industries, Inc.+ .... 5,100 172,125
Stone and Webster, Inc. ..... 17,400 624,225
Texas Industries, Inc. ...... 25,800 1,367,400
Toll Brothers, Inc.+ ........ 11,100 255,300
Tredegar Industries, Inc. ... 5,000 162,500
U S Home Corp.+ ............. 24,100 701,913
Webb (Del E.) Corp. ......... 17,600 354,200
WHX Corp.+ .................. 75,700 823,238
--------------
19,385,090
--------------
Chemicals (1.1%)
ARCO Chemical Co. ........... 10,800 525,150
Dexter Corp. ................ 18,400 434,700
See Notes to Portfolio of Investments.
<PAGE>
Aetna Investment Advisers Fund, Inc
Portfolio of Investments - December 31, 1995 (continued)
- --------------------------------------------------------
Number of Market
Shares Value
------- -------
Chemicals (continued)
Dow Chemical Co. ............ 74,100 $ 5,214,788
Eastman Chemical Co. ........ 43,200 2,705,400
Geon Co. (The) .............. 11,900 290,063
Goodrich (B.F.) Co. ......... 8,900 606,313
Learonal, Inc. .............. 14,100 324,300
Lyondell Petrochemical Co. .. 45,800 1,047,675
Praxair, Inc. ............... 28,200 948,225
Synalloy Corp. .............. 3,600 76,050
Wellman, Inc. ............... 36,000 819,000
--------------
12,991,664
--------------
Commercial Services (0.5%)
Affiliated Computer
Services, Inc.+ ........... 3,000 112,500
Devry, Inc.+ ................ 22,900 618,300
GATX Corp. .................. 21,700 1,055,163
Health Management
Systems, Inc.+ ............ 14,200 553,800
Interim Services, Inc.+ .... 13,000 451,750
Jenny Craig, Inc.+ .......... 8,500 83,938
Kindercare Learning
Centers, Inc.+ ............ 16,000 202,000
Measurex Corp. .............. 30,300 855,975
Robert Half
International, Inc.+ ...... 13,200 552,750
Terra Industries, Inc. ...... 67,900 959,088
--------------
5,445,264
--------------
Computer Software (3.0%)
Acxiom Corp.+ ............... 13,500 369,563
Analysts International
Corp ...................... 5,600 168,000
Applix, Inc.+ ............... 77,000 2,098,250
Boole and Babbage, Inc.+ .... 3,450 84,525
Cadence Design Systems, Inc.+ 47,900 2,011,800
Cheyenne Software, Inc.+ .... 6,000 156,750
Cisco Systems, Inc.+ ........ 112,300 8,380,387
Computer Associates
International, Inc. ....... 39,900 2,269,313
Computer Horizons Corp.+ .... 14,400 547,200
Computer Sciences Corp.+ .... 80,200 5,634,050
Computer Task Group, Inc .... 24,300 479,925
Comshare, Inc.+ ............. 22,950 596,700
Datastream Systems,
Inc.+ ..................... 38,200 725,800
Diamond Multimedia
Systems, Inc.+ ............ 41,900 1,503,163
Henry (Jack) and
Associates ................ 18,600 460,350
Hogan Systems, Inc.+ ........ 35,400 482,325
Hyperion Software Corp.+ .... 9,800 208,250
Inso Corp.+ ................. 5,000 212,500
Keane, Inc.+ ................ 16,200 358,425
Kronos, Inc.+ ............... 5,100 242,250
Macneal-Schwendler Corp. .... 6,900 110,400
Microsoft Corp.+ ............ 42,600 3,738,150
National Instruments
Corp.+ .................... 6,900 139,725
PHAMIS, Inc.+ ............... 9,200 273,700
Phoenix Technologies
Ltd.+ ..................... 45,200 711,900
Pinnacle Systems, Inc.+ .... 6,300 155,925
Project Software and
Development, Inc.+ ........ 23,300 812,588
Shiva Corp.+ ................ 1,900 138,225
Softdesk, Inc.+ ............. 5,200 102,700
Computer Software (continued)
SPSS, Inc.+ ................. 21,300 $ 415,350
Structural Dynamics
Research Corp.+ ........... 50,800 1,492,250
Sungard Data Systems,
Inc.+ ..................... 12,200 347,700
Triad Systems Corp.+ ........ 22,700 139,038
--------------
35,567,177
--------------
Computers and Office Equipment (2.8%)
American Business
Products, Inc. ............ 6,800 193,800
Bay Networks, Inc.+ ......... 27,400 1,126,825
Cabletron Systems, Inc.+ .... 10,900 882,900
Ceridian Corp.+ ............. 43,100 1,777,875
Comdisco, Inc. .............. 34,700 785,088
Compaq Computer Corp.+ ...... 70,000 3,360,000
Computervision Corp.+ ....... 98,600 1,515,975
Dell Computer Corp.+ ........ 32,700 1,132,238
Harris Corp. ................ 30,000 1,638,750
In Focus Systems, Inc.+ .... 65,700 2,373,413
International Business
Machines, Inc. ............ 7,600 697,300
Komag, Inc.+ ................ 9,000 415,125
Moore Corp., Ltd. ........... 125,000 2,328,125
New England Business
Service, Inc. ............. 5,000 109,375
Optical Data Systems, Inc.+ . 11,900 300,475
Read-Rite Corp.+ ............ 109,900 2,555,175
Standard Register Co. ....... 20,800 418,600
Sun Microsystems, Inc.+ ..... 139,600 6,369,249
Xerox Corp. ................. 38,100 5,219,700
--------------
33,199,988
--------------
Consumer Products (1.1%)
Eastman Kodak Co. ........... 132,600 8,884,199
Liz Claiborne, Inc. ......... 141,700 3,932,175
--------------
12,816,374
--------------
Diversified (1.3%)
Astec Industries, Inc.+ .... 6,800 67,150
Dover Corp. ................. 172,400 6,357,249
Harsco Corp. ................ 22,900 1,331,063
Johnson Controls, Inc. ...... 15,000 1,031,250
Katy Industries ............. 15,000 138,750
Opal, Inc.+ ................. 11,700 149,175
Standex International
Corp ...................... 4,900 160,475
Textron, Inc. ............... 60,000 4,050,000
Varlen Corp. ................ 30,300 651,450
VF Corp. .................... 42,000 2,215,500
--------------
16,152,062
--------------
Electrical and Electronics (2.5%)
Applied Materials, Inc.+ .... 30,000 1,181,250
BMC Industries, Inc. ........ 80,500 1,871,625
CTS Corporation ............. 5,200 196,300
Cypress Semiconductor
Corp.+ .................... 49,500 631,125
Dallas Semiconductor
Corp ...................... 18,800 390,100
Dovatron International,
Inc.+ ..................... 18,000 607,500
Esterline Technologies+ .... 43,800 1,034,775
Glenayre Technologies,
Inc.+ ..................... 12,750 793,688
See Notes to Portfolio of Investments.
<PAGE>
Aetna Investment Advisers Fund, Inc
Portfolio of Investments - December 31, 1995 (continued)
- --------------------------------------------------------
Number of Market
Shares Value
------- -------
Electrical and Electronics (continued)
Hewlett Packard Co. ......... 78,400 $ 6,565,999
Intel Corp. ................. 8,800 499,400
Logicon, Inc. ............... 7,600 209,000
Maxim Integrated
Products, Inc.+ ........... 29,500 1,135,750
Micron Technology, Inc. ..... 106,100 4,204,213
National Service
Industries, Inc. .......... 28,500 922,688
Pioneer Standard
Electronics ............... 2,950 39,088
Quickturn Design
System, Inc.+ ............. 30,800 308,000
Ramtron International
Corp.+ .................... 8,600 55,900
Rogers Corp.+ ............... 2,000 43,500
Seagate
Technology, Inc.+ ......... 24,100 1,144,750
Siliconix, Inc.+ ............ 5,600 207,200
Sterling Electronics
Corp.+ .................... 7,400 126,725
Tencor Instruments+ ......... 37,600 916,500
Texas Instruments, Inc. ..... 96,800 5,009,400
Triquint Semiconductor,
Inc.+ ..................... 32,100 433,350
Ultratech Stepper, Inc.+ .... 12,800 329,600
Unitrode Corp.+ ............. 16,900 477,425
Wyle Electronics ............ 4,100 144,013
--------------
29,478,864
--------------
Electrical Equipment (2.3%)
ADflex Solutions, Inc.+ .... 11,000 294,250
Avnet, Inc. ................. 17,400 778,650
Burr-Brown Corp.+ ........... 18,150 462,825
C-Cube Microsystems,
Inc.+ ..................... 22,200 1,387,500
Dionex Corp.+ ............... 1,800 102,150
Fluke Corp. ................. 36,500 1,377,875
Fore Systems, Inc.+ ......... 18,900 1,124,550
General Electric Co. ........ 118,600 8,539,199
International Rectifier
Corp.+ .................... 63,000 1,575,000
Kemet Corp.+ ................ 46,600 1,112,575
Kent Electronics Corp.+ .... 31,800 1,856,325
Marshall Industries+ ........ 5,600 179,900
Mentor Graphics Corp.+ ...... 54,400 992,800
Merix Corp.+ ................ 13,900 417,000
Methode Electronics,
Inc. Class A .............. 23,800 339,150
Park Electrochemical Corp. .. 58,900 1,943,700
Raychem Corp. ............... 60,700 3,452,313
Sundstrand Corp. ............ 8,500 598,188
Tektronix, Inc. ............. 5,200 255,450
Teradyne, Inc.+ ............. 36,700 917,500
Valmont Industries .......... 4,600 113,850
--------------
27,820,750
--------------
Financial Services (2.8%)
Advanta Corp. Class A ....... 15,800 604,350
Alex Brown and Sons, Inc. ... 25,700 1,079,400
Astoria Financial Corp. ..... 41,700 1,902,563
ATandT Capital Corp. ........ 7,500 286,875
Bear Stearns Co., Inc. ...... 13,300 264,338
BHC Financial, Inc. ......... 8,200 147,600
Commercial Federal Corp. .... 4,800 181,200
Crestar Financial Corp. ..... 16,000 946,000
Financial Services (continued)
Deposit Guaranty Corp. ...... 30,400 $ 1,352,800
Federal National
Mortgage Association ...... 35,000 4,344,375
Great Financial Corp. ....... 46,600 1,095,100
Greenpoint
Financial Corp. ........... 20,500 548,375
Home Financial Corp. ........ 34,300 531,650
Household
International, Inc. ....... 21,300 1,259,363
Leader Financial Corp. ...... 39,800 1,487,525
Merrill Lynch and
Co., Inc. ................. 30,000 1,530,000
Morgan Keegan, Inc. ......... 15,900 200,738
Patlex Corp.+ ............... 2,625 38,719
Peoples Heritage
Financial Group ........... 16,500 375,375
Phoenix Duff and Phelps
Corp ...................... 17,700 121,688
RCSB Financial, Inc. ........ 18,500 439,375
TR Financial Corp. .......... 21,500 548,250
Transamerica Corp. .......... 53,400 3,891,525
Travelers, Inc. ............. 160,000 10,059,999
Union Planters Corp. ........ 22,700 723,563
--------------
33,960,746
--------------
Foods and Beverages (2.7%)
Cagle's, Inc. ............... 3,500 49,000
Campbell Soup Co. ........... 42,600 2,556,000
Coca-Cola Co. ............... 74,800 5,553,900
CPC International, Inc. ..... 3,200 219,600
Goodmark Foods, Inc. ........ 3,700 65,675
Heinz (H.J.) Co. ............ 45,000 1,490,625
Hometown Buffet, Inc.+ ...... 10,400 115,050
Hormel Foods Corp. .......... 21,800 536,825
Hudson Foods, Inc.
Class A ................... 18,700 322,575
IBP, Inc. ................... 23,500 1,186,750
International
Multifoods Corp. .......... 45,200 909,650
Kroger Co. (The)+ ........... 15,000 562,500
Mondavi (Robert) Corp.+ .... 20,800 574,600
Nash-Finch Co. .............. 6,600 120,450
PepsiCo, Inc. ............... 140,000 7,822,499
Quaker Oats Co. ............. 70,600 2,435,700
Safeway, Inc.+ .............. 14,900 767,350
Sara Lee Corp. .............. 135,100 4,306,313
Smith's Food and Drug
Centers, Inc. ............. 65,300 1,648,825
Supervalu, Inc. ............. 11,300 355,950
Universal Foods Corp. ....... 8,400 337,050
--------------
31,936,887
--------------
Health Services (0.6%)
Genetics Institute, Inc.+ ... 17,800 952,300
Laboratory Corp. of
America+ .................. 67,900 636,563
Lincare Holdings, Inc.+ .... 56,600 1,415,000
Nellcor, Inc.+ .............. 27,172 1,575,976
NovaCare, Inc.+ ............. 44,600 228,575
Prime Medical Services,
Inc.+ ..................... 9,500 85,500
RightCHOICE Managed
Care, Inc.+ ............... 13,600 176,800
Universal Health
Services, Inc.+ ........... 40,900 1,814,938
Wellpoint Health
Networks, Inc.+ ........... 27,000 867,375
--------------
7,753,027
--------------
See Notes to Portfolio of Investments.
<PAGE>
Aetna Investment Advisers Fund, Inc
Portfolio of Investments - December 31, 1995 (continued)
- --------------------------------------------------------
Number of Market
Shares Value
------- -------
Health Technology (0.0%)
Spacelabs Medical, Inc.+ .... 6,400 $ 184,000
Sybron International
Corp.+ .................... 10,400 247,000
--------------
431,000
--------------
Home Furnishings and Appliances (0.0%)
Kimball International,
Inc. Class B .............. 7,000 176,750
Oneida, Ltd. ................ 8,600 151,575
--------------
328,325
--------------
Hotels and Restaurants (1.3%)
Lone Star Steakhouse
and Saloon+ ............... 23,200 890,300
Marcus Corp. ................ 10,400 284,700
Marriott International, Inc. 92,400 3,534,300
McDonald's Corp. ............ 177,000 7,987,124
Prime Hospitality Corp.+ .... 44,200 442,000
Promus Hotel Corp.+ ......... 47,700 1,061,325
Rio Hotel and Casino, Inc.+ . 47,000 558,125
Rock Bottom
Restaurants, Inc.+ ........ 21,000 273,000
--------------
15,030,874
--------------
Household Products (0.1%)
Premark International, Inc. . 5,000 253,125
Springs Industries,
Inc. Class A .............. 8,400 347,550
Toro Co. .................... 20,800 683,800
--------------
1,284,475
--------------
Insurance (2.5%)
Allied Group, Inc. .......... 26,400 950,400
Allmerica Property and
Casualty Cos., Inc. ....... 40,200 1,085,400
Allstate Corp. .............. 162,478 6,681,907
American Bankers
Insurance Group ........... 27,000 1,053,000
American National
Insurance Co. ............. 3,700 246,050
Capital RE Corp. ............ 3,700 113,775
Commerce Group, Inc. ........ 19,800 408,375
Conseco, Inc. ............... 16,700 1,045,838
Financial Security
Assurance Holdings Ltd. ... 2,821 70,165
Foremost Corp. of America ... 4,000 203,000
Fremont General Corp. ....... 48,800 1,793,400
Fund American
Enterprises, Inc. ......... 4,600 342,700
Healthwise of America,
Inc.+ ..................... 34,800 1,357,200
Home Beneficial Corp.
Class B ................... 2,400 57,600
Horace Mann Educators
Corp ...................... 2,400 57,600
Lawyers Title Corp. ......... 3,700 70,763
Loews Corp. ................. 6,000 470,250
Maxicare Health Plans,
Inc.+ ..................... 40,000 1,075,000
Mercury General Corp. ....... 12,000 573,000
MMI Cos., Inc. .............. 3,000 72,000
Old Republic
International Corp. ....... 31,500 1,118,250
Orion Capital Corp. ......... 21,300 923,888
Presidential Life Corp. ..... 12,200 120,475
Pxre Corp. .................. 15,000 397,500
Reinsurance Group of
America ................... 22,000 805,750
Safeco Corp. ................ 100,000 3,450,000
Security-Connecticut
Corp ...................... 17,900 485,538
Selective Insurance
Group ..................... 17,700 628,350
Insurance (continued)
Transatlantic Holdings,
Inc ....................... 8,700 $ 638,363
Transnational Re Corp.
Class A ................... 20,500 502,250
Transport
Holdings, Inc.+ ........... 600 24,450
Vesta Insurance Group, Inc. . 19,500 1,062,750
Washington National Corp. ... 15,900 439,238
--------------
29,547,875
--------------
Machinery and Equipment (1.3%)
Acme-Cleveland Corp. ........ 8,600 161,250
Barnes Group, Inc. .......... 6,500 234,000
Bearings, Inc. .............. 6,400 187,200
Blount, Inc. Class A ........ 36,000 945,000
Brunswick Corp. ............. 115,400 2,769,600
Central Sprinkler Corp.+ .... 8,500 301,750
Cooper Cameron Corp.+ ....... 26,300 933,650
Fluor Corp. ................. 20,400 1,346,400
FSI International, Inc.+ .... 59,100 1,196,775
Global Industrial
Technologies, Inc.+ ....... 14,100 266,138
Graco, Inc. ................. 9,800 298,900
Hughes Supply, Inc. ......... 15,900 449,175
IDEX Corp. .................. 4,000 163,000
Illinois Tool
Works, Inc. ............... 45,000 2,655,000
JLG Industries, Inc. ........ 39,900 1,187,025
Lam Research Corp.+ ......... 10,000 457,500
Lindsay Manufacturing Co.+ .. 5,300 204,050
Oceaneering
International, Inc.+ ...... 22,200 285,825
Raymond Corp. (The)+ ........ 11,810 268,678
Regal Beloit ................ 46,200 1,004,850
Zero Corp. .................. 6,900 122,475
--------------
15,438,241
--------------
Media and Entertainment (0.8%)
AMC Entertainment+ .......... 35,500 829,813
Callaway Golf Co. ........... 47,200 1,067,900
Carmike Cinemas Class A+ .... 8,400 189,000
Chris-Craft
Industries, Inc.+ ......... 11,700 506,025
Gtech Holdings Corp.+ ....... 56,900 1,479,400
King World Production,
Inc.+ ..................... 107,000 4,159,625
Media General, Inc. ......... 20,300 616,613
Mirage Resorts, Inc.+ ....... 14,800 510,600
Regal Cinemas, Inc.+ ........ 2,400 71,400
--------------
9,430,376
--------------
Medical Supplies (1.5%)
Coherent, Inc.+ ............. 30,200 1,223,100
Cordis Corp.+ ............... 13,100 1,316,550
Daig Corp.+ ................. 11,800 271,400
Guidant Corp. ............... 71,363 3,015,087
Haemonetics Corp.+ .......... 44,000 781,000
Life Technologies, Inc. ..... 8,000 218,000
McKesson Corp. .............. 9,100 460,688
MediSense, Inc.+ ............ 35,500 1,122,688
Medtronic, Inc. ............. 113,600 6,347,399
North American
Biologicals, Inc.+ ........ 62,700 674,025
See Notes to Portfolio of Investments.
<PAGE>
Aetna Investment Advisers Fund, Inc
Portfolio of Investments - December 31, 1995 (continued)
- --------------------------------------------------------
Number of Market
Shares Value
------- -------
Medical Supplies (continued)
Respironics, Inc.+ .......... 9,300 $ 195,300
Sola International,
Inc.+ ..................... 56,600 1,429,150
Utah Medical Products,
Inc.+ ..................... 14,800 293,225
Vital Signs, Inc. ........... 37,700 994,338
--------------
18,341,950
--------------
Metals and Mining (1.6%)
AK Steel Holding Corp. ...... 14,000 479,500
Alumax, Inc.+ ............... 16,300 499,188
Aluminum Co. of America ..... 47,200 2,495,700
Asarco, Inc. ................ 27,800 889,600
Ashland Coal, Inc. .......... 3,100 66,263
Carpenter Technology Corp. .. 23,400 962,325
Castle (A.M.) and Co. ....... 16,800 472,500
Cleveland-Cliffs, Inc. ...... 2,300 94,300
Commonwealth Aluminum Corp. . 4,000 62,000
Cyprus Amax Minerals Co. 116,600 3,046,175
Handy and Harman ............ 28,700 473,550
J & L Specilty
Steel, Inc. ............... 36,700 688,125
MAF Bancorp, Inc. ........... 5,900 147,500
Magma Copper Co.+ ........... 30,300 844,613
Mueller
Industries, Inc.+ ......... 48,000 1,404,000
Phelps Dodge Corp. .......... 98,000 6,100,500
Zeigler Coal Holding Co. .... 28,600 396,825
--------------
19,122,664
--------------
Oil and Gas (6.2%)
Amoco Corp. ................. 13,409 963,774
Atlantic Richfield Co. ...... 4,900 542,675
Berry Petroleum Co. ......... 19,300 195,413
Box Energy Corp. Class
B+ ........................ 19,800 170,775
Camco International,
Inc ....................... 7,200 201,600
Chesapeake Energy Corp.+ .... 16,950 563,588
Coda Energy, Inc.+ .......... 19,000 141,313
Columbia Gas System,
Inc.+ ..................... 9,300 408,038
Devon Energy Corp. .......... 8,600 219,300
Diamond Shamrock, Inc. ...... 25,500 659,813
El Paso Natural Gas Co. ..... 34,200 970,425
Enron Oil and Gas Co. ....... 2,700 64,800
Exxon Corp. ................. 191,000 15,303,874
Fina, Inc. Class A .......... 2,500 126,250
Halliburton Co. ............. 132,900 6,728,062
Leviathan Gas Pipeline
Partners L. P ............. 43,500 1,234,313
Mobil Corp. ................. 106,000 11,871,999
NGC Corp. ................... 40,600 360,325
NUI Corp. ................... 19,000 332,500
Oneok, Inc. ................. 34,200 782,325
Panhandle Eastern Corp. ..... 36,200 1,009,075
Pride Petroleum
Services, Inc.+ ........... 119,400 1,268,625
Royal Dutch Petroleum
Co ........................ 113,000 15,947,124
Smith
International, Inc.+ ...... 63,000 1,480,500
Sonat Offshore Drilling Co. . 57,700 2,582,075
Sun Company, Inc. ........... 73,100 2,001,113
Oil and Gas (continued)
Tesoro Petroleum Corp.+ .... 60,900 $ 525,263
Texaco, Inc. ................ 88,500 6,947,249
Tide West Oil Co.+ .......... 9,000 120,375
Wiser Oil Co. ............... 21,100 253,200
--------------
73,975,761
--------------
Paper and Containers (1.1%)
ACX Technologies, Inc.+ .... 9,200 139,150
Champion International
Corp ...................... 69,900 2,935,800
Chesapeake Corp. ............ 35,000 1,036,875
Consolidated
Papers, Inc. .............. 14,100 791,363
Mead Corp. .................. 100,000 5,225,000
Mercer International,
Inc.+ ..................... 42,800 877,400
Rayoner, Inc. ............... 21,800 727,575
Temple-Inland, Inc. ......... 800 35,300
Willamette Industries,
Inc ....................... 14,900 838,125
--------------
12,606,588
--------------
Pharmaceuticals (5.7%)
Abbott Laboratories ......... 70,100 2,926,675
Alliance Pharmaceutical+ .... 13,500 183,938
American Home Products
Corp ...................... 106,800 10,359,599
Autoimmune, Inc.+ ........... 38,400 432,000
Barr Laboratories, Inc.+ .... 5,400 160,650
Becton, Dickinson
and Co. ................... 117,400 8,804,999
Bristol-Myers Squibb Co. .... 142,800 12,262,949
COR Therapeutics, Inc.+ .... 39,800 333,325
ICN Pharmaceuticals,
Inc ....................... 35,539 684,121
Immulogic
Pharmaceutical Corp.+ .... 23,100 444,675
Immunex Corp.+ .............. 4,300 70,950
Johnson & Johnson ........... 165,400 14,162,374
Jones Medical
Industries, Inc. .......... 29,000 699,625
Merck and Co., Inc. ......... 60,200 3,958,150
Pfizer, Inc. ................ 33,000 2,079,000
R.P. Scherer Corp.+ ......... 28,900 1,419,713
Rhone-Poulenc Rorer,
Inc ....................... 12,700 676,275
Schering Plough ............. 97,600 5,343,600
Vical, Inc.+ ................ 26,500 321,313
Watson Pharmaceuticals,
Inc.+ ..................... 47,000 2,303,000
--------------
67,626,931
--------------
Printing and Publishing (0.5%)
American Media, Inc. ........ 32,000 136,000
Banta Corp. ................. 30,700 1,350,800
Cadmus Communications
Corp ...................... 32,100 866,700
Central Newspapers,
Inc. Class A ............. 21,500 674,563
Devon Group, Inc.+ .......... 13,600 395,250
Harte-Hanks
Communications ............ 12,000 237,000
New York Times Co. .......... 23,600 699,150
Pulitzer Publishing Co. ..... 6,300 300,825
Scholastic Corp.+ ........... 10,000 777,500
Washington Post Co. ......... 2,000 564,000
--------------
6,001,788
--------------
See Notes to Portfolio of Investments.
<PAGE>
Aetna Investment Advisers Fund, Inc
Portfolio of Investments - December 31, 1995 (continued)
- --------------------------------------------------------
Number of Market
Shares Value
------- -------
Real Estate Investment Trusts (0.0%)
Santa Anita Realty
Enterprises, Inc. ......... 2,300 $ 27,313
Smith (Charles E.)
Residential Realty Co. .... 5,900 139,388
--------------
166,701
--------------
Retail (0.9%)
Carson Pirie Scott and Co.+ . 31,800 632,025
Claire's Stores, Inc. ....... 33,200 585,150
Designs, Inc.+ .............. 5,400 37,800
Egghead, Inc.+ .............. 17,100 110,081
Fay's Drug Co. .............. 43,200 324,000
Friedman's, Inc. Class A+ ... 12,100 232,925
General Host Corp.+ ......... 59,500 238,000
Hannaford Brothers Co. ...... 5,500 135,438
Hills Stores Co.+ ........... 6,400 63,200
Mercantile Stores Co., Inc. . 18,000 832,500
Proffitt's, Inc.+ ........... 8,500 223,125
Rex Stores Corp.+ ........... 10,000 177,500
Riser Foods, Inc. Class A ... 5,400 87,075
Ross Stores, Inc. ........... 38,900 743,963
Ruddick Corp. ............... 29,600 340,400
Russ Berrie and Co. Inc. .... 8,000 101,000
Sears, Roebuck and Co. ...... 115,000 4,485,000
Waban, Inc.+ ................ 37,600 705,000
Wal-Mart Stores, Inc. ....... 42,100 941,988
Weis Markets, Inc. .......... 5,000 141,250
--------------
11,137,420
--------------
Specialty Consumer Durables (0.2%)
Bio-Rad Labs, Inc. ..........
Class A+ .................. 3,400 144,500
Fusion Systems Corp.+ ....... 24,400 683,200
Polaris Industries, Inc. .... 60,000 1,762,500
Superior Surgical
Manufacturing Co. ......... 9,100 86,450
--------------
2,676,650
--------------
Telecommunications (1.4%)
Ameritech Corp. ............. 93,000 5,487,000
Ascend Communications,
Inc.+ ..................... 13,300 1,078,963
ATandT Corp. ................ 99,900 6,468,524
Cascade Communications
Corp.+ .................... 13,200 1,125,300
Case Corp. .................. 22,200 1,015,650
Harmonic Lightwaves,
Inc.+ ..................... 8,800 96,800
Holophane Corp.+ ............ 16,650 362,138
Lincoln
Telecommunications Co. .... 8,800 185,900
U.S. Robotics Corp.+ ........ 6,700 587,925
--------------
16,408,200
--------------
Transportation (0.9%)
Alaska Air Group, Inc.+ .... 7,300 118,625
American President Cos Ltd .. 40,600 933,800
AMR Corp.+ .................. 52,500 3,898,125
Comair Holdings, Inc. ....... 57,000 1,531,875
Expeditors
International of
Washington, Inc. .......... 9,800 256,025
Florida East Coast
Industries, Inc. .......... 9,100 621,075
Hornbeck Offshore
Services, Inc.+ ........... 8,100 158,963
Transportation (continued)
M.S. Carriers, Inc.+ ........ 4,500 $ 90,000
Navistar International
Corp.+ .................... 88,500 929,250
PHH Corp. ................... 19,600 916,300
Rural/Metro Corp.+ .......... 9,100 205,888
UAL Corp.+ .................. 4,900 874,650
--------------
10,534,576
--------------
Utilities - Electric (4.2%)
Boston Edison Co. ........... 30,300 893,850
California Energy Co.,
Inc.+ ..................... 36,500 711,750
Centerior Energy Corp. ...... 33,200 294,650
Central Hudson Gas and
Electric Co. .............. 28,500 879,938
Central Louisiana
Electric .................. 7,000 188,125
Central Vermont Public
Service ................... 19,200 256,800
Cilcorp, Inc. ............... 19,100 809,363
Consolidated Edison Co.
of New York, Inc. ......... 90,000 2,880,000
Destec Energy, Inc.+ ........ 25,100 345,125
DQE, Inc. ................... 36,400 1,119,300
Entergy Corp. ............... 107,800 3,153,150
Florida Progress Corp. ...... 41,600 1,471,600
General Public
Utilities Corp. ........... 14,300 486,200
Green Mountain Power Corp. .. 7,400 205,350
Hawaiian Electric
Industries, Inc. .......... 8,800 341,000
Houston Industries, Inc. .... 36,000 873,000
IES Industries, Inc. ........ 16,200 429,300
Illinova Corp. .............. 51,100 1,533,000
Interstate Power Co. ........ 18,000 598,500
IPALCO Enterprises, Inc. .... 10,300 392,688
LGandE Corp. ................ 8,900 376,025
MDU Resources Group, Inc. ... 13,200 262,350
New England Electric System . 16,700 661,738
New York State Electric
and Gas Corp. ............. 54,100 1,399,838
Nipsco Industries, Inc. ..... 40,700 1,556,775
Northeast Utilities ......... 66,600 1,623,375
Northern States Power Co. ... 22,800 1,120,050
Northwestern Public
Service Co. ............... 11,000 308,000
Oklahoma Gas and
Electric Co. .............. 25,100 1,079,300
Orange and Rockland
Utilities, Inc. ........... 10,000 357,500
Peco Energy Co. ............. 4,700 141,588
Pinnacle West Capital Corp. . 54,200 1,558,250
Portland General Corp. ...... 31,000 902,875
Public Service Co.
of Colorado+ .............. 36,100 1,277,038
Rochester Gas and
Electric Corp. ............ 19,400 438,925
SCEcorp ..................... 352,400 6,255,100
Sierra Pacific Resources .... 76,500 1,788,188
Southwestern Public
Service Co. ............... 21,900 717,225
Texas Utilities Co. ......... 6,700 275,538
TNP Enterprises, Inc. ....... 31,800 596,250
Unicom Corp. ................ 209,100 6,848,024
United Illuminating Co. ..... 27,700 1,035,288
Western Resources, Inc. ..... 9,600 320,400
WPS Resources Corp. ......... 26,500 901,000
--------------
49,663,329
--------------
See Notes to Portfolio of Investments.
<PAGE>
Aetna Investment Advisers Fund, Inc
Portfolio of Investments - December 31, 1995 (continued)
- --------------------------------------------------------
Number of Market
Shares Value
------- -------
Utilities - Oil and Gas (1.2%)
Atlanta Gas Light Co. ....... 31,400 $ 620,150
Coastal Corp. (The) ......... 60,000 2,235,000
Connecticut Energy Corp. .... 10,000 222,500
Energen Corp. ............... 30,800 743,050
Indiana Energy, Inc. ........ 21,900 522,863
MCN Corp. ................... 45,400 1,055,550
New Jersey Resources Corp. .. 28,200 849,525
Northwest Natural Gas Co. ... 6,900 227,700
Pacific Enterprises ......... 59,400 1,678,050
Pennsylvania
Enterprises, Inc. ......... 13,500 511,313
Piedmont Natural Gas, Inc. .. 5,200 120,900
Public Service Co. of
North Carolina ............ 18,000 321,750
South Jersey
Industries, Inc. .......... 10,200 235,875
Southern Indiana Gas
and Electric Co. .......... 11,700 406,575
Washington Gas Light Co. .... 21,200 434,600
Wicor, Inc. ................. 29,600 954,600
Williams Cos., Inc. ......... 72,300 3,172,163
--------------
14,312,164
--------------
Utilities - Telephone (2.9%)
Bell Atlantic Corp. ......... 120,000 8,024,999
BellSouth Corp. ............. 161,600 7,029,599
GTE Corp. ................... 110,000 4,840,000
NYNEX Corp. ................. 39,900 2,154,600
SBC Communications, Inc. .... 59,900 3,444,250
Southern New England
Telecommunications Corp. .. 26,300 1,045,425
Sprint Corp. ................ 199,300 7,947,087
Tellabs, Inc.+ .............. 19,500 721,500
--------------
35,207,460
--------------
Utilities - Water (0.0%)
Philadelphia Suburban
Corp ...................... 6,300 130,725
Southern California
Water Co. ................. 6,300 127,575
--------------
258,300
--------------
Total Common
Stocks (cost $618,645,994). $ 746,429,222
--------------
PREFERRED STOCKS (1.8%)
Aerospace and Defense (0.3%)
Kaman Corp. ................. 74,562 $ 3,588,296
--------------
Banks (0.7%)
BankAmerica Corp. ........... 137,300 8,890,174
--------------
Chemicals (0.4%)
Union Carbide Corp. ......... 120,000 4,500,000
--------------
Electrical Equipment (0.4%)
FPL Group, Inc. ............. 107,500 4,985,313
--------------
Financial Services (0.0%)
Phoenix Duff and Phelps
Corp. ....................... 1,770 44,693
--------------
Total Preferred
Stocks
(cost $17,519,988) ........ $ 22,008,476
--------------
LONG TERM BONDS AND NOTES (27.5%)
Corporate Bonds (12.1%)
App International
Finance, 10.25%,
10/01/00 .................... 4,650,000 $ 4,626,750
App International
Finance, 11.75%,
10/01/05 .................... 6,500,000 6,402,499
African Development
Bank, 8.80%, 09/01/19 ....... 7,000,000 8,879,779
American General
Finance, 8.45%,
10/15/09 .................... 7,000,000 8,354,114
CMS Energy, 0.00%,
10/01/99 .................... 6,000,000 6,245,520
Centennial Cellular
Corp., 10.125%,
05/15/05 .................... 10,150,000 10,695,562
Continental Cablevision(b),
8.30%, 05/15/06 ............. 7,000,000 7,034,999
Exide Corp., 10.75%,
12/15/02 .................... 2,000,000 2,177,500
Exide Corp., 10.00%,
04/15/05 .................... 7,595,000 8,259,562
General Motors
Acceptance Corp.,
6.15%, 01/16/01 ............. 9,350,000 9,416,010
Grand Casinos Inc.,
10.125%, 12/01/03 ........... 1,400,000 1,471,750
News American Holdings,
8.50%, 02/23/25 ............. 9,300,000 10,797,392
Pitney Bowes Credit
Corp., 8.55%, 09/15/09 ...... 13,100,00 15,906,019
Pittston Co., 4.00%,
07/01/97 .................... 3,249,000 3,090,611
Ralph's Grocery,
10.45%, 06/15/04 ............ 10,000,000 10,174,999
Stone Container Corp.,
9.875%, 02/01/01 ............ 11,980,000 11,680,49
Telewest Plc, 11.00%,
10/01/07 .................... 14,850,000 8,984,249
Viacom, Inc., 8.00%,
07/07/06 .................... 10,000,000 10,187,499
--------------
Total Corporate Bonds
(cost $133,549,124) ......... $ 144,385,313
--------------
U.S. Government and Agency Obligations (10.2%)
Federal Home Loan
Mortgage Corp.,
6.00%, 11/15/08 ............. 8,200,000 7,956,377
U.S. Treasury Bond,
7.625%, 02/15/25 ............ 4,650,000 5,686,793
U.S. Treasury Note,
6.25%, 08/31/96 ............. 20,050,000 20,169,021
U.S. Treasury Note,
7.50%, 01/31/97 ............. 36,600,000 37,469,112
U.S. Treasury Note,
5.75%, 10/31/00 ............. 16,600,000 16,843,729
U.S. Treasury Strip,
5.82%, 05/15/04 ............. 54,000,000 33,987,559
--------------
Total U.S. Government and
Agency Obligations (cost
$118,524,772) ............... $ 122,112,591
--------------
Non-Agency Mortgage-Backed Securities (2.9%)
American Southwest
Financial Securities
Corp., 8.00%, 01/18/09 ...... 7,723,998 8,153,644
Chase Mortgage Finance,
6.75%, 11/25/09 ............. 5,000,000 5,016,406
Kidder Peabody
Acceptance Corp.,
6.50%, 11/25/25 ............. 5,000,000 4,926,563
Kidder Peabody
Acceptance Corp.,
8.80%, 04/01/07 ............. 5,000,000 5,539,063
Merrill Lynch Mortgage
Investors, Inc.,
7.795%, 06/15/21 ............ 10,474,943 10,808,831
--------------
Total Non-Agency Mortgage-Backed
Securities (cost
$31,628,543) ................ $ 34,444,507
--------------
See Notes to Portfolio of Investments.
<PAGE>
Aetna Investment Advisers Fund, Inc
Portfolio of Investments - December 31, 1995 (continued)
- --------------------------------------------------------
Principal Market
Amount Value
-------------- --------------
Foreign Obligations (1.0%)
Transportadora de Gas
de Sur, S.A., 7.75%,
12/23/98 .................... $ 4,600,000 $ 4,424,625
Poland Discount Bond,
7.125%, 10/27/24 ............ 10,000,000 7,549,999
--------------
Total Foreign Obligations
(cost $12,429,630) .......... $ 11,974,624
--------------
Corporate Notes (0.9%)
Swire Pacific, Ltd(b),
8.50%, 09/29/04 ............. 10,000,000 10,996,249
--------------
Total Corporate Notes
(cost $9,983,986) ........... $ 10,996,249
--------------
Corporate Bonds - Convertible (0.4%)
Aerospace and Defense (0.4%)
Kaman Corp., 6.00%,
03/15/12 .................... 6,275,000 5,145,500
--------------
Total Corporate Bonds - Convertible
(cost $4,310,202) ........... $ 5,145,500
--------------
Total Long Term Bonds and Notes
(cost $310,426,257) ......... $ 329,058,784
--------------
Short-Term Investments (6.4%)
Dealers Capital Access
Trust, Inc., Comm Paper,
5.65%, 03/11/96 ...... 10,000,000 9,996,639
Ford Motor Credit Co.,
Medium Term Notes,
5.00%, 03/25/96 ............. 42,868,000 42,868,000
Mid-Atlantic Fuel Co.,
Comm. Paper, 6.25%,
01/03/96 .................... 6,610,000 6,608,852
Sundstrand Corp., Comm
Paper, 6.05%, 01/02/96 ...... 5,031,000 5,031,000
Tenneco Inc., Comm
Paper, 6.45%, 01/08/96 ...... 10,000,000 9,989,250
U.S. Treasury Note,
Time Deposit, 9.25%,
01/15/96 .................... 2,000,000 2,003,660
--------------
Total Short-Term Investments
(cost $76,496,160) .......... $ 76,497,401
--------------
TOTAL INVESTMENTS
(cost
$1,023,088,399)(a) .......... $1,173,993,883
Other assets less
liabilities ................. 21,993,197
--------------
Total Net Assets ............ $1,195,987,080
==============
Notes to Portfolio of Investments
Category percentages are based on net assets.
+Non-income producing security.
(a) The cost of investments for federal income tax purposes amount to
$1,023,533,297. Unrealized gains and losses, based on identified tax cost at
December 31, 1995 are as follows:
Unrealized gains ....... $162,810,456
Unrealized losses ...... (12,349,870)
=========
Net unrealized gain... $150,460,586
=========
(b) Securities that may be resold to "qualified institutional buyers" under
Rule 144A or securities offered pursuant to section 4(2) of the Securities Act
of 1933, as amended. These securities have been determined to be liquid under
guidelines established by the Board of Trustees.
See Notes to Financial Statements.
<PAGE>
Statements of Assets and Liabilities-December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Aetna Aetna
Aetna Aetna Variable Investment
Variable Income Encore Advisers
Fund Shares Fund Fund, Inc.
--------- ---------- -------- -------------
<S> <C> <C> <C> <C>
Assets:
Investments, at market value (Note 1) .. $5,625,615,241 $656,011,724 $518,092,016 $1,173,993,883
Cash ................................... 535,257 -- 46,948 33,041
Cash denominated in foreign currencies . 3,960,054 -- -- --
Receivable for:
Dividends and interest .............. 10,604,251 10,161,902 4,169,334 7,255,433
Investments sold .................... 53,648,138 -- -- 15,036,915
Fund shares sold .................... 5,145 1,076,696 1,687,308 1,327,196
Recoverable taxes ................... 40,839 -- -- --
Gross unrealized gain on forward
foreign currency
exchange contracts (Note 6)....... 1,519,200 -- -- --
----------- ---------- ---------- -----------
Total assets ..................... 5,695,928,125 667,250,322 523,995,606 1,197,646,468
----------- ---------- ---------- -----------
Liabilities:
Payable for:
Cash overdraft ....................... -- 49,782 -- --
Dividends ............................ 186,007 -- -- --
Investments purchased ................ 4,797,025 -- 9,828,872 1,343,532
Fund shares redeemed ................. 27,367,904 6,613 -- --
Variation margin ..................... 187,177 -- -- --
Gross unrealized loss on forward
foreign currency exchange contracts 409,223 -- -- --
(Note 6) ............................
Accrued investment advisory fees ....... 1,239,311 144,406 110,457 259,737
Accrued administrative and service fees 163,441 18,012 10,479 28,670
Accrued custodian fees ................. 67,961 11,546 9,195 26,932
Other liabilities ...................... 3,470 59,474 -- 517
----------- ---------- ---------- -----------
Total liabilities ................ 34,421,519 289,833 9,959,003 1,659,388
----------- ---------- ---------- -----------
Net assets applicable to outstanding
shares ............................... $5,661,506,606 $666,960,489 $514,036,603 $1,195,987,080
============== ============ ============ ==============
Net assets represented by:
Paid-in capital ........................ $4,415,828,671 $649,822,576 $485,162,242 $959,579,062
Net unrealized gain..................... 1,300,188,239 30,930,990 107,409 150,905,484
Undistributed/(Distributions in excess
of) net investment income............... 13,766,310 (116,781) 28,830,703 1,726,572
Accumulated net realized gain (loss).... (68,276,614) (13,676,296) (63,751) 83,775,962
-------------- ------------- ------------ -------------
Total--representing net assets
applicable to outstanding
shares ......................... $5,661,506,606 $666,960,489 $514,036,603 $1,195,987,080
============== ============ ============ ==============
Par value .............................. $ 1.00 $ 1.00 $ 1.00 $ 0.001
Shares outstanding ..................... 194,850,885 51,297,679 38,656,540 82,469,336
Net asset value per share .............. $ 29.06 $ 13.00 $ 13.30 $ 14.50
Cost of investments .................... $4,327,246,475 $625,080,734 $517,984,607 $1,023,088,399
Cost of foreign currencies ............. $ 3,996,218 -- -- --
</TABLE>
See Notes to Financial Statements.
<PAGE>
Statements of Operations--Year Ended December 31, 1995
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Aetna Aetna
Aetna Aetna Variable Investment
Variable Income Encore Advisers
Fund Shares Fund Fund, Inc.
--------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Investment Income: (Note 1)
Interest ................................. $ 14,942,399 $ 44,108,048 $30,657,854 $29,055,521
Dividends ................................ 122,668,124 499,880 -- 16,607,313
-------------- ------------ ----------- ------------
137,610,523 44,607,928 30,657,854 45,662,834
Foreign taxes withheld ................... (1,384,488) -- -- (179,507)
-------------- ------------ ----------- ------------
Total investment income ............ 136,226,035 44,607,928 30,657,854 45,483,327
-------------- ------------ ----------- ------------
Expenses: (Note 2)
Investment advisory fee .................. 12,573,737 1,534,803 1,242,199 2,674,612
Administrative personnel and service fees 1,869,356 206,010 118,541 327,918
Custodian and transfer agent fees ........ 129,807 83,918 21,652 69,546
Trustees'/Directors' fees ................ 15,095 15,095 15,095 15,095
Audit fees ............................... 27,901 25,013 22,700 27,353
Miscellaneous ............................ 160,785 84,245 99,852 143,253
-------------- ------------ ----------- ------------
Total expenses ..................... 14,776,681 1,949,084 1,520,039 3,257,777
-------------- ------------ ----------- ------------
Net investment income..................... 121,449,354 42,658,844 29,137,815 42,225,550
-------------- ------------ ----------- ------------
Net Realized and Unrealized Gain (Loss): (Notes 1 and 3)
Net realized gain (loss) on:
Sale of investments .................... 608,181,649 5,369,075 (52,156) 98,063,466
Written options ........................ (142,053) -- -- --
Futures and forward foreign exchange 10,915,948 56,354 -- (10,223,135)
contracts .............................
Foreign currency related transactions .. (470,670) 123,002 -- 227,175
-------------- ------------ ----------- ------------
Net realized gain/(loss) on
investments....................... 618,484,874 5,548,431 (52,156) 88,067,506
-------------- ------------ ----------- ------------
Net change in unrealized gain (loss) on:
Investments ............................ 653,868,627 53,970,465 472,281 125,951,337
Futures and forward foreign exchange 1,868,745 -- -- --
contracts .............................
Foreign currency related transactions .. (49,272) -- -- --
-------------- ------------ ----------- ------------
Net change in unrealized gain on
investments....................... 655,688,100 53,970,465 472,281 125,951,337
-------------- ------------ ----------- ------------
Net realized and change in unrealized gain 1,274,172,974 59,518,896 420,125 214,018,843
-------------- ------------ ----------- ------------
Net increase in net assets resulting from
operations ............................. $1,395,622,328 $102,177,740 $29,557,940 $256,244,393
============== ============ =========== ============
</TABLE>
See Notes to Financial Statements.
<PAGE>
Statements of Changes in Net Assets - Years Ended December 31, 1995 and 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Aetna Variable Fund Aetna Income Shares
------------------------ -----------------------
1995 1994 1995 1994
----------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Operations:
Net investment income..................... $ 121,449,354 $118,921,019 $42,658,844 $37,526,101
Net realized gain (loss)on investments.... 618,484,874 692,123,546 5,548,431 (14,516,626)
Net change in unrealized gain (loss)on
investments............................. 655,688,100 (854,769,952) 53,970,465 (47,425,831)
-------------- ------------ ----------- -----------
Net increase (decrease) in net assets
resulting from operations ............. 1,395,622,328 (43,725,387) 102,177,740 (24,416,356)
-------------- ------------ ----------- -----------
Distributions to Shareholders: (Note 1)
From net investment income ............... (121,467,727) (119,240,804) (40,862,116) (37,526,100
In excess of net investment income ....... -- -- -- (908,894)
From net realized gains .................. (812,495,987) (573,117,509) -- --
-------------- ------------ ----------- -----------
Decrease in net assets from (933,963,714) (692,358,313) (40,862,116) (38,434,994)
distributions to shareholders .........
-------------- ------------ ----------- -----------
Share Transactions:
Proceeds from shares sold ................ 293,617,310 339,330,848 70,377,292 52,636,460
Net asset value of shares issued upon
reinvestment of distributions .......... 933,736,815 692,177,111 40,782,267 38,350,232
Payments for shares redeemed ............. (451,382,489) (859,162,291) (67,218,527) (107,860,652)
-------------- ------------ ----------- -----------
Net increase (decrease) in net assets
from share transactions ............... 775,971,636 172,345,668 43,941,032 (16,873,960)
-------------- ------------ ----------- -----------
Change in net assets ..................... 1,237,630,250 (563,738,032) 105,256,656 (79,725,310)
Net assets:
Beginning of year ........................ 4,423,876,356 4,987,614,385 61,703,833 641,429,143
-------------- ------------- ----------- -----------
End of year .............................. $5,661,506,606 $4,423,876,356 $666,960,489 $561,703,833
============== ============ =========== ===========
End of year net assets includes
undistributed (distributions in excess
of) net investment income .............. $ 13,766,310 $9,617,086 $(116,781) $(2,092,866)
============== ============ =========== ===========
Share Transactions
Shares sold .............................. 10,162,782 11,045,632 5,565,388 4,260,197
Shares issued upon reinvestment .......... 31,806,470 25,965,977 3,165,606 3,224,948
Shares redeemed .......................... (15,783,222) (27,976,805) (5,364,352) (8,698,147)
-------------- ------------- ----------- -----------
Net increase (decrease)................... 26,186,030 9,034,804 3,366,642 (1,213,002)
============== ============ =========== ===========
</TABLE>
See Notes to Financial Statements.
<PAGE>
Statements of Changes in Net Assets - Years Ended December 31, 1995 and 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Aetna Variable Aetna Investment
Encore Fund Advisers Fund, Inc.
---------------------- ----------------------
1995 1994 1995 1994
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Operations:
Net investment income..................... $29,137,815 $17,683,948 $42,225,550 $ 36,334,686
Net realized gain (loss)on investments.... (52,156) -- 88,067,506 26,834,272
Net change in unrealized gain (loss)on
investments............................. 472,281 (404,280) 125,951,337 (66,993,020)
----------- ----------- ----------- ------------
Net increase (decrease) in net assets
resulting from operations ............. 29,557,940 17,279,668 256,244,393 (3,824,062)
----------- ----------- ----------- ------------
Distributions to Shareholders: (Note 1)
From net investment income ............... (385,007) (17,696,304) (52,754,265) (34,225,507)
From net realized gains .................. -- -- (25,336,005) (5,204,325)
----------- ----------- ----------- ------------
Decrease in net assets from
distributions to shareholders ......... (385,007) (17,696,304) (78,090,270) (39,429,832)
----------- ----------- ----------- ------------
Share Transactions:
Proceeds from shares sold ................ 245,248,012 338,351,549 74,184,396 118,669,062
Net asset value of shares issued upon
reinvestment of distributions .......... 385,007 17,696,304 78,090,270 39,429,832
Payments for shares redeemed ............. (243,808,588) (252,841,342) (92,449,914) (77,284,617)
----------- ----------- ----------- ------------
Net increase in net assets from share
transactions .......................... 1,824,431 103,206,511 59,824,752 80,814,277
----------- ----------- ----------- ------------
Change in net assets ..................... 30,997,364 102,789,875 237,978,875 37,560,383
Net assets:
Beginning of year ........................ 483,039,239 380,249,364 958,008,205 920,447,822
----------- ------------ ----------- ------------
End of year .............................. $514,036,603 $483,039,239 $1,195,987,088 $958,008,205
=========== ============ =========== ============
End of year net assets includes
undistributed net investment income .... $28,830,703 $ 66,300 $1,726,572 $ 11,804,800
=========== =========== =========== ============
Share Transactions
Shares sold .............................. 19,041,695 26,697,083 5,556,544 9,425,078
Shares issued upon reinvestment .......... 28,953 1,409,510 5,582,169 3,232,168
Shares redeemed .......................... (18,919,850) (19,935,586) (7,030,152) (6,216,426)
----------- ------------ ----------- ------------
Net increase.............................. 150,798 8,171,007 4,108,561 6,440,820
=========== =========== =========== ============
</TABLE>
See Notes to Financial Statements.
<PAGE>
Notes to Financial Statements
December 31, 1995
1. Summary of Significant Accounting Policies
Aetna Variable Fund (Variable Fund) is registered under the Investment Company
Act of 1940 as a diversified open-end management investment company whose shares
are currently sold to Aetna Life Insurance and Annuity Company ("Company"), an
Aetna Life Insurance Company Separate Account, and other shareholders of the
Variable Fund only through reinvestment of dividends. The Company's shares are
allocated to certain of its variable life/annuity accounts. The Company's
accounts and affiliates held 98% of the Variable Fund's shares outstanding at
December 31, 1995. The investment objective of Variable Fund is to maximize
total return through investments in a diversified portfolio of common stocks and
securities convertible into common stock.
Aetna Income Shares (Income Shares) is registered under the Investment Company
Act of 1940 as a diversified open-end management investment company whose shares
are currently sold to the Company for allocation to certain of its variable
life/annuity accounts and other shareholders of Income Shares only through
reinvestment of dividends. The Company's accounts and affiliates held 99% of
Income Shares' outstanding shares at December 31, 1995. The investment objective
of Income Shares is to maximize total return, consistent with reasonable risk,
through investments in a diversified portfolio consisting primarily of debt
securities.
Aetna Variable Encore Fund (Encore Fund) is registered under the Investment
Company Act of 1940 as a diversified open-end management investment company
organized by the Company to serve as an investment vehicle for certain of the
Company's variable life/annuity accounts. The Company's accounts held 100% of
Encore Fund's outstanding shares at December 31, 1995. The investment objective
of Encore Fund is to provide high current return, consistent with preservation
of capital and liquidity, through investment in high-quality money market
instruments.
Aetna Investment Advisers Fund, Inc. (Advisers Fund) is registered under the
Investment Company Act of 1940 as a diversified open-end management investment
company whose shares are currently sold to the Company for allocation to certain
of its variable life/annuity separate accounts. The separate accounts held 100%
of Advisers Fund's shares outstanding at December 31, 1995. The investment
objective of Advisers Fund is to produce the maximum investment return
consistent with reasonable safety of principal.
Variable Fund, Income Shares, Encore Fund, and Advisers Fund are referred to
individually as a "Fund", collectively the "Funds".
The accompanying financial statements of the Funds have been prepared in
accordance with generally accepted accounting principles. The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect amounts
reported therein. Although actual results could differ from these estimates, any
such differences are expected to be immaterial to the net assets of the Funds.
a. Valuation of Investments
Investments are stated at market values based upon closing sales prices as
reported on national securities exchanges or, for over-the-counter
securities, at the mean of the bid and asked prices. Short-term investments
maturing in more than sixty days for which market quotations are readily
available are valued at current market value. Short-term investments maturing
in less than sixty days are valued at amortized cost which when combined with
accrued interest approximates market. Securities for which market quotations
are not considered to be readily available are valued in good faith using
methods approved by the Board of Trustees/Directors.
The accounting records of the Funds are maintained in U.S. dollars.
Investment securities and other assets and liabilities denominated in a
foreign currency are translated into U.S. dollars at the prevailing rates of
exchange at the end of the period. Purchases and sales of securities, income
receipts, and expense payments are translated into U.S. dollars at the
prevailing exchange rate on the respective dates of the transactions.
<PAGE>
1. Summary of Significant Accounting Policies (continued)
b. Option Contracts
The Funds may purchase put and call options and write covered call options as
a hedge against adverse movements in the value of portfolio holdings or to
increase market exposure.
Option contracts are valued daily. Unrealized gains or losses are recorded
based upon the last sales price on the principal exchange on which the option
is traded.
The Funds will realize a gain or loss upon the expiration or closing of the
option contract. When an option is exercised, the proceeds on sales for a
written call option, the purchase cost of the security for a written put
option, or the cost of the security for a purchased put or call option is
adjusted by the amount of premium received or paid.
The risk in writing a call option is that the Funds give up the opportunity
for profit if the market price of the security increases and the option is
exercised. The risk in writing a put option is that the Funds may incur a
loss if the market price of the security decreases and the option is
exercised. The risk in buying an option is that the Funds pay a premium
whether or not the option is exercised. Risks may also arise from an illiquid
secondary market, or from the inability of counterparties to meet the terms
of the contract.
c. Futures and Foreign Currency Exchange Contracts
A futures contract is an agreement between two parties to buy and sell a
specific amount of a commodity, security or financial instrument including an
index of stocks at a set price on a future date. The Funds "sell" futures
contracts as a hedge against declines in the value of portfolio securities.
The Funds may also purchase futures contracts to gain market exposure as it
may be more cost effective than purchasing individual securities.
Upon entering into a futures contract, each Fund is required to deposit with
a broker, an amount (initial margin) equal to a percentage of the purchase
price indicated by the futures contract. Subsequent deposits (variation
margin) are received or paid each day by each Fund equal to the daily
fluctuations in the market value of the contract. These amounts are recorded
by each Fund as unrealized gains or losses. When a contract is closed, each
Fund records a realized gain or loss equal to the difference between the
value of the contract at the time it was opened and the value at the time it
was closed. Generally, futures contracts are closed prior to expiration.
A forward foreign currency exchange contract is an agreement to pay or
receive specific amounts of a currency at a future date in exchange for
another currency at an agreed upon exchange rate. The Funds may use forward
foreign currency exchange contracts to hedge certain foreign currency assets.
Contracts are recorded at market value and marked-to-market daily.
The risks associated with futures and forward foreign currency exchange
contracts may arise from an imperfect correlation between the change in
market value of the securities held by the Funds and the price of futures
contracts. Risks may also arise from an illiquid secondary market, or from
the inability of counterparties to meet the terms of the contract.
Realized and unrealized gains or losses on futures and foreign currency
exchange contracts are reflected in the accompanying financial statements.
For federal tax purposes, any futures and forward foreign currency exchange
contracts which remain open at the end of the fiscal year are
marked-to-market and the resultant net gain or loss is included in federal
taxable income.
<PAGE>
1. Summary of Significant Accounting Policies (continued)
d. Federal Income Taxes
As qualified regulated investment companies, the Funds are relieved of
federal income and excise taxes by distributing their net taxable investment
income and capital gains, if any, in compliance with the applicable
provisions of the Internal Revenue Code.
e. Distributions
The Funds distribute all net investment income and net capital gains, if any,
to shareholders semi-annually. Distributions from net investment income are
based on taxable net income. Distributions are recorded on the ex-dividend
date. Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
foreign currency-related contracts and deferred losses on wash sales.
f. Other
Investment transactions are accounted for on the day following trade-date,
except same day settlements which are accounted for on the trade date.
Interest income is recorded on an accrual basis. Discounts and premiums on
securities purchased are amortized, using an effective yield method, over the
life of the respective security. Dividend income and stock splits are
recorded on the ex-dividend date. Realized gains and losses from investment
transactions are determined on an identified cost basis.
2. Investment Advisory Fee and Other Expenses
Each Fund pays the Company (its investment adviser) an investment advisory
fee at an annual rate of one-quarter of one percent (.25%) of its average
daily net assets.
In addition, the Funds have entered into a management agreement (Agreement)
with the Company. Under the Agreement, the Company is paid a fee for certain
administrative and personnel services incurred by the Funds. This fee is
equal to the direct costs incurred by the Company to administer the funds.
For the year ended December 31, 1995, each Fund paid the Company the
following administrative personnel and service fees:
Administrative
Personnel and
Service Fees
Aetna Variable Fund $1,869,356
Aetna Income Shares 206,010
Aetna Variable Encore Fund 118,541
Aetna Investment Advisers Fund, Inc. 327,918
Other than expenses specifically assumed by the Company under the Agreement,
all expenses incurred in the operation of the Fund are borne by the Fund.
3. Purchases and Sales of Investments
Purchases and sales of investment securities, excluding short-term
investments, for all Funds except Aetna Variable Encore Fund, a money market
fund, for the year ended December 31, 1995 were:
Cost of Proceeds from
Purchases Sales
-------------- --------------
Aetna Variable Fund $4,676,479,269 $4,621,060,432
Aetna Income Shares 603,648,415 600,896,809
Aetna Investment Advisers Fund, Inc. 1,436,109,752 1,421,202,594
<PAGE>
4. Capital Loss Carryforward
At December 31, 1995, for federal income tax purposes, Aetna Income Shares
and Aetna Variable Encore Fund had the following capital loss carryforwards
available to offset future long term capital gains of approximately:
Capital Loss Carryforward Year of Expiration
------------------------- ------------------
Aetna Income Shares $13,000,000 2002
Aetna Variable Encore Fund 64,000 2003
5. Options
The following reflects the Funds call and put option activity for the year
ended December 31, 1995:
Aetna Variable Fund
Put Options Purchased
---------------------------------------------
Number of
Option Premium Realized
Contracts Paid Gain (Loss)
--------- -------- ---------
Outstanding December 31, 1994 - $ - $ -
Purchased.................... 2,000 177,380 -
Closed....................... (1,472) (131,243) (95,916)
Expired...................... (528) (46,137) (46,137)
--------- -------- ---------
Outstanding December 31, 1995 - $ - $(142,053)
--------- -------- ---------
Aetna Investment Advisers Fund, Inc.
Call Options Written
---------------------------------------------
Number of Deferred
Option Premium Realized
Contracts Received Gain (Loss)
---------- --------- ----------
Outstanding December 31, 1994 - $ - $ -
24 610,160 -
Written.................... (24) (610,160) -
Exercised.................. - - -
Outstanding December 31, 1995 - $ - $ -
---------- --------- ----------
<PAGE>
6. Forward Foreign Currency Exchange Contracts
At December 31, 1995, Aetna Variable Fund had the following open forward
foreign currency exchange contracts that obligate the Fund to deliver
currencies at specified future dates. The unrealized gain of $1,109,977 on
these contracts is included in the accompanying financial statements. The
terms of the open contracts are as follows:
<TABLE>
<CAPTION>
Currency U.S. $Value Currency U.S. $Value
Exchange to be as of to be as of Unrealized
Date Delivered December 31, 1995 Received December 31, 1995 Gain (Loss)
---- --------- ----------------- -------- ------------------- -----------
<S> <C> <C> <C> <C> <C>
2/9/96 7,136,000 $6,229,159 6,320,638 $6,320,638 $91,479
Swiss Franc U.S. Dollar
------------------------------------------------------------------------------------
2/9/96 642,570 642,570 752,000 656,436 13,866
U.S Dollar Swiss Franc
------------------------------------------------------------------------------------
1/3/96 2,289,000 413,111 410,289 410,289 (2,822)
Danish Krone U.S. Dollar
------------------------------------------------------------------------------------
4/18/96 13,130,000 2,374,820 2,353,637 2,353,637 (21,183)
Danish Krone U.S. Dollar
------------------------------------------------------------------------------------
1/3/96 1,851,000 2,879,076 2,850,984 2,850,984 (28,092)
British Pound U.S. Dollar
------------------------------------------------------------------------------------
3/1/96 1,489,752 1,489,752 968,000 1,500,574 10,822
U.S. Dollar British Pound
------------------------------------------------------------------------------------
6/14/96 15,116,000 23,380,690 23,076,464 23,076,464 (304,226)
British Pound U.S. Dollar
------------------------------------------------------------------------------------
6/14/96 2,273,335 2,273,335 1,481,000 2,290,738 17,403
U.S. Dollar British Pound
------------------------------------------------------------------------------------
1/2/96 1,350,406 1,350,406 2,162,550,000 1,365,419 15,013
U.S. Dollar Italian Lira
------------------------------------------------------------------------------------
3/13/96 1,960,304,000 19,005,410 19,681,569 19,681,569 676,159
Japanese Yen U.S. Dollar
------------------------------------------------------------------------------------
6/19/96 1,799,400,000 17,447,682 18,140,026 18,140,026 692,344
Japanese Yen U.S. Dollar
------------------------------------------------------------------------------------
4/18/96 14,405,000 9,040,297 8,987,397 8,987,397 (52,900)
Dutch Guilder U.S. Dollar
------------------------------------------------------------------------------------
4/15/96 3,470,000 2,471,334 2,473,448 2,473,448 2,114
Singapore U.S. Dollar
Dollar
------------------------------------------------------------------------------------
$1,109,977
============
</TABLE>
7. Federal Tax Status of Dividends Declared During the Fiscal Year (Unaudited)
As of December 31, 1995, the following funds declared long term capital
gain dividends as follows:
Variable Fund $0.791 July 1995
3.310 December 1995
Investment Advisers 0.300 December 1995
All of the income dividends paid by each fund were ordinary income for
Federal Income Tax purposes. The percentage of income dividends that were
qualifying dividends for the corporate dividends received deduction were:
Qualifying Dividend
-------------------
Variable Fund 44%
Investment Advisers 17%
<PAGE>
Independent Auditors' Report
The Shareholders and Board of Trustees/Directors of Aetna Variable Fund, Aetna
Income Shares, Aetna Variable Encore Fund and Investment Advisers Fund, Inc.:
We have audited the accompanying statements of assets and liabilities of Aetna
Variable Fund, Aetna Income Shares, Aetna Variable Encore Fund and Aetna
Investment Advisers Fund, Inc. (the Funds), including the portfolios of
investments, as of December 31, 1995, the related statements of operations for
the year then ended, the statements of changes in net assets for each of the
years in the two-year period then ended, and financial highlights for each of
the years in the five-year period then ended. These financial statements and
financial highlights are the responsibility of the Funds' management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1995, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Aetna
Variable Fund, Aetna Income Shares, Aetna Variable Encore Fund and Aetna
Investment Advisers Fund, Inc. as of December 31, 1995, the results of their
operations for the year then ended, the changes in their net assets for each of
the years in the two-year period then ended and financial highlights for each of
the years in the five-year period then ended in conformity with generally
accepted accounting principles.
KPMG Peat Marwick LLP
Hartford, Connecticut
February 16, 1996
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
(1) Included in Part A:
Financial Highlights
(2) Included in Part B:
Portfolios of Investments
Statements of Assets and Liabilities as of December
31, 1995
Statements of Operations for the year ended
December 31, 1995
Statements of Changes in Net Assets
for the years ended December 31, 1995 and 1994
Notes to Financial Statements
Independent Auditors' Report
(b) Exhibits:
(1) Articles of Incorporation
(2) Amended Bylaws (adopted by Board of Directors
September 14, 1994)
(3) Not Applicable
(4) Instruments Defining Rights of Holders
(5) Investment Advisory Agreement(1)
(6) Not Applicable
(7) Not Applicable
(8) Custodian Agreements and Depository Contracts
(9) Administrative Services Agreement
(10.1) Opinion of Counsel(2)
(10.2) Consent of Counsel
(11) Consent of Independent Auditors
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Financial Data Schedule
(18) Powers of Attorney(3)
1. Incorporated herein by reference to Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A (File No.33-27247), as filed with the
Securities and Exchange Commission on April 26, 1994.
2. Incorporated herein by reference to Registrant's 24f-2 Notice for the
fiscal year ended December 31, 1995, as filed with the Securities and
Exchange Commission on February 29, 1996.
<PAGE>
3. The Power of Attorney for Timothy A. Holt is incorporated by reference to
Post-Effective Amendment No. 3 to Registration Statement on Form N-1A (File
No. 33-88334), as filed electronically on April 25, 1996. The Power of
Attorney for all other signatories is incorporated herein by reference to
Post-Effective Amendment No. 11 to Registration Statement on Form N-1A
(File No. 33-41694), as filed electronically with the Securities and
Exchange Commission on December 28, 1995.
Item 25. Persons Controlled by or Under Common Control
Registrant is a Maryland corporation for which separate financial
statements are filed. As of March 31, 1996, ownership of the Registrant's
outstanding shares of beneficial interest was as follows:
Aetna Life Insurance and Annuity Company 99.967%
Aetna Insurance Company of America .033%
Aetna Insurance Company of America is a wholly owned subsidiary of
Aetna Life Insurance and Annuity Company and 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 Life and Casualty Company.
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. 5 to the Registration Statement on Form
N-4 (File No. 33-75986) filed electronically with the Securities and
Exchange Commission on April 12, 1996, as supplemented by
Post-Effective Amendment No. 6 to Registration Statement on Form N-4
(File No. 33-75986) filed electronically on April 22, 1996.
Item 26. Number of Holders of Securities
(1) Title of Class (2) Number of Record Holders
-------------- ------------------------
Shares of Common Stock 2 as of March 31, 1996
$1.00 par value
Item 27. Indemnification
Article 9, Section (d) of the Registrant's Articles of Incorporation,
which are included in this filing as Exhibit 24(b)(1) provides for
indemnification of directors and officers. In addition, the
Registrant's officers and directors are covered under a directors and
officers errors and omissions liability insurance policy issued by Gulf
Insurance Company which expires on October 1, 1996.
<PAGE>
Reference is also made to Section 2-418 of the Corporations and
Associations Article of the Annotated Code of Maryland which provides
generally that (1) a corporation may (but is not required to) indemnify
its directors for judgments, fines and expenses in proceedings in which
the director is named a party solely by reason of being a director,
provided the director has not acted in bad faith, dishonestly or
unlawfully, and provided further that the director has not received any
"improper personal benefit"; and (2) that a corporation must (unless
otherwise provided in the corporation's charter or articles of
incorporation) indemnify a director who is successful on the merits in
defending a suit against him by reason of being a director for
"reasonable expenses." The statutory provisions are not exclusive;
i.e., a corporation may provide greater indemnification rights than
those provided by statute.
Item 28. Business and Other Connections of Investment Adviser
The Investment Adviser is an insurance company that issues variable and
fixed annuities, variable and universal life insurance policies and
acts as depositor for separate accounts holding assets for variable
contracts and policies. 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, 1993/Addresses*/**
----------------------- ----------------------------------- ----------------------------------------------
<S> <C> <C>
Daniel P. Kearney Director, President and Chief President (since December 1993), Aetna Life
Executive Officer Insurance and Annuity Company; Executive
Vice President (since December 1993), and
Group Executive, Financial Division
(February 1991 - December 1993), Aetna Life
and Casualty Company. Director: Aetna
Investment Services, Inc. (since November
1994); Aetna Insurance Company of America
(since May 1994); MBIA, Inc. (since 1992).
Christopher J. Burns Director and Senior Vice Senior Vice President, Sales & Service
President (since February 1996), and Senior Vice
President, Life (March 1991 - February
1996), Aetna Life Insurance and Annuity
Company. Director: Aetna Financial Services,
Inc. (since January 1996); Aetna Investment
Services, Inc. (since July 1992).
<PAGE>
----------------------- ----------------------------------- ----------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
with Investment Adviser Since Oct. 31, 1993/Addresses*/**
----------------------- ----------------------------------- ----------------------------------------------
Laura R. Estes Director and Senior Vice President Senior Vice President, Manage/ Design
Products & Services (since February 1996),
and Senior Vice President, Pensions (March
1991 - February 1996), Aetna Life Insurance
and Annuity Company. Director: Aetna
Financial Services, Inc. (since January
1996); Aetna Investment Services, Inc.
(since July 1993).
Timothy A. Holt Director, Senior Vice President Senior Vice President, Strategy & Finance
and Chief Financial Officer and Chief Financial Officer (since February
1996), Aetna Life Insurance and Annuity
Company; Vice President, Portfolio
Management/Investment Group (August 1992
February 1996), Aetna Life and Casualty
Company.
Gail P. Johnson Director and Vice President Vice President, Service and Retain Customers
(since February 1996); Vice President,
Defined Benefit Services (September 1994 -
February 1996); Vice President, Plan
Services, Pensions and Financial Services
(December 1992 - September 1994)
-- Aetna Life Insurance and Annuity Company.
John Y. Kim Director and Senior Vice President President (since December 1995), Aeltus
Investment Management, Inc.; Chief
Investment Officer (since May 1994), Aetna
Life and Casualty Company; Managing Director
(September 1993 - April 1994), Mitchell
Hutchins Institutional Investors (New York,
New York).
<PAGE>
----------------------- ----------------------------------- ----------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
with Investment Adviser Since Oct. 31, 1993/Addresses*/**
----------------------- ----------------------------------- ----------------------------------------------
Shaun P. Mathews Director and Vice President Vice President, Products Group (since
February 1996); Senior Vice President,
Strategic Markets and Products (February
1993 - February 1996) -- Aetna Life
Insurance and Annuity Company. Director:
Aetna Investment Services, Inc. (since July
1993); Aetna Insurance Company of America
(since February 1993).
Glen Salow Director and Vice President Vice President, Information Technology
(since February 1996), Vice President,
Information Technology, Investments and
Financial Services (February 1995 - February
1996), Vice President, Investment Systems
(1992 - 1995), AIT - Aetna Life Insurance
and Annuity Company.
Creed R. Terry Director and Vice President Vice President, Select and Manage Markets,
Market Strategist (August 1995 - February
1996), Aetna Life Insurance and Annuity
Company; President (1991 - 1995), Chemical
Technology Corporation (a subsidiary of
Chemical Bank).
Zoe Baird Senior Vice President and General Senior Vice President and General Counsel
Counsel (since April 1992), Aetna Life and Casualty
Company; Director: Zurn Industries, Inc.
(since April 1993); Southern New England
Telecommunication Corp. and Southern New
England Telephone Company (since November
1990).
<PAGE>
----------------------- ----------------------------------- ----------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
with Investment Adviser Since Oct. 31, 1993/Addresses*/**
----------------------- ----------------------------------- ----------------------------------------------
Susan E. Schechter Counsel and Corporate Secretary Counsel (since November 1993), Aetna Life
and Casualty Company; Associate Attorney
(September 1986 - October 1993), Steptoe
& Johnson.
Eugene M. Trovato Vice President and Treasurer, Vice President and Treasurer, Corporate
Corporate Controller Controller (since February 1996), Vice
President and Controller (February 1995
February 1996), Aenta Life Insurance and
Annuity Company; Vice President,
Financial Reporting (December 1991 -
February 1995), Aetna Life and Casualty
Company.
Diane B. Horn Vice President and Chief Vice President and Chief Compliance Officer
Compliance Officer (since February 1996), and Senior Compliance
Officer (August 1993 - February 1996),
Aetna Life Insurance and Annuity 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 which are not deemed to be principal positions.
Item 29. Principal Underwriters
Not Applicable.
Item 30. Location of Accounts and Records
As required by Section 31(a) of the 1940 Act and the Rules promulgated
thereunder, the Registrant and its investment adviser, the Company,
maintain physical possession of each account, book or other documents,
including shareholder records, as required by Section 31(a) of the 1940
Act and the Rules promulgated thereunder at 151 Farmington Avenue,
Hartford, Connecticut 06156.
<PAGE>
Item 31. Management Services
Not applicable.
Item 32. Undertakings
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.
<PAGE>
SIGNATURES
Pursuant to the Securities Act of 1933 and the Investment Company Act of 1940,
Aetna Investment Advisers Fund, Inc. (Registrant) has duly caused this
Post-Effective Amendment No. 12 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 25th day of April, 1996.
AETNA INVESTMENT ADVISERS FUND, INC.
------------------------------------
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 25, 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
- ------------------------------------------
<PAGE>
James C. Hamilton* Vice President and Treasurer
- ------------------------------------------ (Principal Financial and Accounting
Officer)
Richard G. Scheide* Trustee
- ------------------------------------------
By: /s/ Julie E. Rockmore
----------------------
*Julie E. Rockmore
Attorney-in-Fact
<PAGE>
Aetna Investment Advisers Fund, Inc.
EXHIBIT INDEX
Exhibit No. Exhibit Page
- ----------- ------- ----
99-(b)(1) Articles of Incorporation _____
99-(b)(2) Amended Bylaws _____
99-(b)(4) Instruments Defining Rights of Holders _____
99-(b)(5) Investment Advisory Agreement *
99-(b)(8) Custodian Agreements and Depository Contracts _____
99-(b)(9) Administrative Services Agreement _____
99-(b)(10.1) Opinion of Counsel *
99-(b)(10.2) Consent of Counsel _____
99-(b)(11) Consent of Independent Auditors _____
99-(b)(18) Powers of Attorney *
27 Financial Data Schedule _____
* Incorporated by Reference
ARTICLES OF INCORPORATION
OF
AETNA MAXIMA FUND, INC.
The undersigned, George N. Gingold, whose post office address is 151
Farmington Avenue, Hartford, CT 06156, being at least eighteen years of age,
does under and by virtue of the General Laws of the State of Maryland
authorizing the formation of corporations, hereby form a corporation.
FIRST: The name of the Corporation is AETNA MAXIMA FUND, INC.
SECOND: The purpose for which the Corporation is formed is to act as an
open-end investment company of the management type registered as such with the
Securities and Exchange Commission pursuant to the Investment Company Act of
1940 and to exercise and generally to enjoy all of the powers, rights and
privileges granted to, or conferred upon, corporations by the General Laws of
the State of Maryland now or hereafter in force.
THIRD: The post office address of the principal office and the office of the
resident agent of the Corporation in the State of Maryland is 32 South Street,
Baltimore, Maryland 21202. The resident agent of the Corporation in the State of
Maryland is THE CORPORATION TRUST INCORPORATED, which is a corporation organized
and existing under the laws of the State of Maryland.
FOURTH: The total number of shares of stock which the Corporation shall have
authority to issue is 2,000,000,000 shares of Capital Stock, all of one class,
of the par value of $0.001 per share, and of the aggregate par value of
$2,000,000 (hereinafter referred to as "Shares").
FIFTH: (a) The number of Directors of the Corporation shall be seven, or
such other number as may be from time to time fixed in the manner provided by
the By-Laws of the Corporation but shall never be less than three (3).
(b) The names of the Directors who shall act until the first Annual Meeting
or until their successors are duly chosen and qualify are:
Donald G. Conrad
Morton Ehrlich
David L. Grove
John W. McGonigle
James L. Mulvihill
Corine T. Norgaard
Dean E. Wolcott
<PAGE>
SIXTH: The Board of Directors is empowered to authorize the issuance from
time to time of Shares of the Corporation, whether now or hereafter authorized;
provided, however, that the consideration per Share to be received by the
Corporation upon the issuance or sale of any Shares shall be the net asset value
per Share determined in accordance with the requirements of the Investment
Company Act of 1940 and the applicable rules and regulations of the Securities
and Exchange Commission (or any succeeding governmental authority) and in
conformity with generally accepted accounting practices and principles.
SEVENTH: (a) To the extent the Corporation has funds or property legally
available therefore, each Shareholder of the Corporation shall have the right at
such times as may be permitted by the Corporation, but no less frequently than
once each week, to require the Corporation to redeem all or any part of its
Shares at a redemption price equal to the net asset value per Share next
determined after the Shares are tendered for redemption; said determination of
the net asset value per Share to be made in accordance with the requirements of
the Investment Company Act of 1940 and the applicable rules and regulations of
the Securities and Exchange Commission (or any succeeding governmental
authority) and in conformity with generally accepted accounting practices and
principles.
Notwithstanding the foregoing, the Corporation may postpone payment or
deposit of the redemption price and may suspend the right of the Shareholders to
require the Corporation to redeem Shares pursuant to the applicable rules and
regulations, or any order, of the Securities Exchange Commission.
(b) The Corporation shall have the right, exercisable at the
discretion of the Board of Directors, to redeem Shares of any Shareholder for
their then current net asset value per Share if at such time the Shareholder
owns Shares having an aggregate net asset value of less than the amount set
forth in the current Registration Statement of the Corporation filed with the
Securities and Exchange Commission.
(c) Each Share is subject to redemption by the Corporation at the
redemption price computed in the manner set forth in subparagraph (a) of Article
SEVENTH of this Articles of Incorporation at any time if the Board of Directors,
in its sole discretion, determines that failure to so redeem may result in the
Corporation being classified as a personal holding company as defined in the
Internal Revenue Code.
(d) Transfer of Shares will be recorded on the stock transfer
records of the Corporation at the request of the holders thereof at any time
during normal business hours of the Corporation unless the Board of Directors of
the Corporation determines, in its sole discretion, that allowing such transfer
may result in the Corporation being classified as a personal holding company as
defined in the Internal Revenue Code.
EIGHTH: The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the Corporation and of the
Directors and Shareholders:
<PAGE>
(a) No Shareholder shall have any pre-emptive or preferential right of
subscription to any Shares of any class whether now or hereafter authorized. The
Board of Directors may issue Shares without offering the same either in whole or
in part of the Shareholders.
(b) The Corporation may enter into exclusive or non-exclusive contracts
or contracts for the sale of its Shares and may also enter into contracts for
investment advisory, management and administrative services. The terms and
conditions, methods of authorization, renewal, amendment and termination of the
aforesaid contracts shall be as determined at the discretion of the Board of
Directors; subject, however, to the provisions of the Articles of Incorporation
of the Corporation, the By-Laws of the Corporation, applicable state law, and
the Investment Company Act of 1940 and the rules and regulations of the
Securities and Exchange Commission.
(c) Subject to and in compliance with the provisions of the General Laws
of the State of Maryland respecting interested director transactions, the
Corporation may enter into a written underwriting contract, management contract
or contracts for research, advisory or administrative services with Aetna Life
Insurance and Annuity Company or its parent, affiliates or subsidiaries thereof,
or their respective successors, or otherwise to do business with such
corporation, notwithstanding the fact that one or more of the Directors of the
Corporation and some or all of its Officers are, have been, or may become
Directors, Officers, Employees or Stockholders of Aetna Life Insurance and
Annuity Company or its parent, affiliates or subsidiaries or successors, and in
the absence of actual fraud the Corporation may deal freely with Aetna Life
Insurance and Annuity Company or its parent, affiliates, subsidiaries or
successors, and neither such underwriting contract, management contract or
contract for research, advisory or administrative services nor any other
contract or transaction between the Corporation and Aetna Life Insurance and
Annuity Company or its parent, affiliates, subsidiaries or successors shall be
invalidated or in any way affected thereby, nor shall any Director or Officer of
the Corporation be liable to the Corporation or to any Shareholder or creditor
of the Corporation or to any other person for any loss incurred under or by
reason of any such contract or transaction. Anything in the foregoing
notwithstanding, no Officer or Director or underwriter or investment adviser of
the Corporation shall be protected against any liability to the Corporation or
to its security holders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.
(d) The Corporation shall indemnify its Officers, Directors, employees
and agents and any person who serves at the request of the Corporation as a
Director, Officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise as follows:
<PAGE>
(i) Every person who is or has been a Director, Officer, employee
or agent of the Corporation and persons who serve at the
Corporation's request as Director, Officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise shall be indemnified by the Corporation to the fullest
extent permitted by law against liability and against all
expenses reasonably incurred or paid by him in connection with
any debt, claim, action, demand, suit, proceeding, judgment,
decree, liability or obligation of any kind in which he becomes
involved as a party or otherwise by virtue of his being or having
been a Director, Officer, employee or agent of the Corporation or
of another corporation, partnership, joint venture, trust or
other enterprise at the request of the Corporation and against
amounts paid or incurred by him in the settlement thereof.
(ii) The words "claim," "action," "suit" or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil,
criminal, administrative, legislative, investigative or other,
including appeals), actual or threatened, and the words
"liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement,
fines, penalties and other liabilities.
(iii) No indemnification shall be provided hereunder to a Director,
Officer, employee or agent against any liability to the
Corporation or its Shareholders by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.
(iv) The rights of indemnification herein provided may be insured
against by policies maintained by the Corporation, shall be
severable, shall not affect any other rights to which any
Director, Officer, employee or agent may now or hereafter be
entitled, shall continue as to a person who has ceased to be such
Director, Officer, employee, or agent and shall inure to the
benefit of the heirs, executors and administrators of such a
person.
<PAGE>
(v) In the absence of a final decision on the merits by a court or
other body before which such proceeding was brought, an
indemnification payment will not be made, except as provided in
paragraph (vi) of this paragraph (f), unless in the absence of
such a decision, a reasonable determination based upon a factual
review has been made (1) by a majority vote of a quorum of
non-party Directors who are not interested persons of the
Corporation, or (2) by independent legal counsel in a written
opinion that the indemnitee was not liable for an act of willful
misfeasance, bad faith, gross negligence, or reckless disregard
of duties.
(vi) The Corporation further undertakes that advancement of
expenses incurred in the defense of a proceeding (upon
undertaking for repayment unless it is ultimately determined that
indemnification is appropriate) against an Officer, Director or
controlling person of the Corporation will not be made absent the
fulfillment of at least one of the following conditions: (i) the
indemnitee provides security for his undertaking, (ii) the
Corporation is insured against losses arising by reason of any
lawful advances or (iii) a majority of a quorum of disinterested
non-party Directors or independent legal counsel in a written
opinion makes a factual determination that there is a reason to
believe the indemnitee will be entitled to indemnification.
(e) The Board of Directors shall, subject to the General Laws of the
State of Maryland, have the power to determine, from time to time, whether and
to what extent and at what times and places and under what conditions and
regulations any accounts and books of the Corporation, or any of them, shall be
open to the inspection of Shareholders.
(f) Notwithstanding any provision of law requiring a greater proportion
than a majority of the votes of all classes of Shares entitled to be cast to
take or authorize any action, the Corporation may take or authorize any such
action upon the concurrence of a majority of the aggregate number of the votes
entitled to be cast thereon.
(g) The Corporation reserves the right from time to time to make any
amendment of its Articles of Incorporation now or hereafter authorized by law,
including any amendment which alters the rights, as expressly set forth in its
Articles of Incorporation, of any outstanding Shares, except that no action
affecting the validity or assessibility of such Shares shall be taken without
the unanimous approval of the outstanding shares.
<PAGE>
(h) In addition to the powers and authority conferred upon them by the
Articles of Incorporation of the Corporation or By-Laws, the Board of Directors
may exercise all such powers and authority and do all such acts and things as
may be exercised or done by the Corporation, subject, nevertheless, to the
provisions of applicable state law and the Articles of Incorporation and By-Laws
of the Corporation.
(i) The Board of Directors is expressly authorized to determine in
accordance with generally accepted accounting principles and practices what
constitutes net profits, earnings, surplus or net assets in excess of capital,
and to determine what accounting periods shall be used by the Corporation for
any purpose, whether annual or any other period, including daily; to set apart
of any funds of the Corporation such reserves for such purposes as it shall
determine and to abolish the same; to declare and pay dividends and
distributions in cash, securities or other property from surplus or any funds
legally available therefor, at such intervals (which may be as frequent as
daily) or on such other periodic basis, as it shall determine; to declare such
dividends or distributions by means of a formula or other method of
determination, at meetings held less frequently than the frequency of the
effectiveness of such declarations; to establish payment dates for dividends or
other any other distributions on any basis, including dates occurring less
frequently than the effectiveness of declarations thereof; and to provide for
the payment of declared dividends on a date earlier or later than the specified
payment date in the case of Shareholders redeeming their entire ownership of
Shares.
NINTH: The Corporation acknowledges that it is adopting its corporate name
through permission of Aetna Life and Casualty Company, a Connecticut
corporation, and agrees that Aetna Life and Casualty Company reserves to itself
and any successor to its business the right to withdraw from the Corporation the
use of the name "Aetna" and reserves to itself and any successor to its business
the right to grant the non-exclusive right to use the name "Aetna" or any
similar name to any other investment company or business enterprise.
TENTH: The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, the undersigned has signed these Articles of Incorporation
on the 13th day of December, 1988, and by his signature he hereby acknowledges
the same to be his act and that, to the best of his knowledge, the matters and
facts set forth herein are true in all material respects under the penalties of
perjury.
/s/ George N. Gingold
---------------------------------
George N. Gingold
<PAGE>
AETNA MAXIMA FUND, INC.
Articles of Amendment
Aetna Maxima Fund, Inc., a Maryland corporation having its principal office in
the City of Baltimore, 32 South Street, Baltimore, Maryland 21202 hereinafter
called the Corporation hereby certifies to the State Department of Assessments
and Taxation of Maryland, that:
FIRST: The charter of the Corporation is hereby amended by striking out
FIRST: The name of the Corporation is Aetna Maxima Fund, Inc. of the Articles of
Incorporation, as heretofore amended, and inserting in lieu thereof the
following:
FIRST: The name of the Corporation is Aetna Investment Advisers
Fund, Inc.
SECOND: The board of directors of the Corporation on March __, 1989,
duly adopted a resolution in which was set forth the foregoing amendment to the
charter of the Corporation. No stock entitled to be voted on the matter was
outstanding or subscribed for at the time of approval.
IN WITNESS WHEREOF, Aetna Maxima Fund, Inc. has caused these presents to be
signed in its name and on its behalf by its President and witnessed by its
Secretary on March __, 1989.
Aetna Maxima Fund, Inc.
/s/ John W. McGonigle
---------------------
John W. McGonigle
President
Witness:
/s/ G. Andrew Bonnewell
- -----------------------
G. Andrew Bonnewell
Secretary
THE UNDERSIGNED, President of Aetna Maxima Fund, Inc., who executed on
behalf of said corporation the foregoing Articles of Amendment, of which this
certificate is made a part, hereby acknowledges, in the name and on behalf of
said corporation, the foregoing Articles of Amendment to be the corporate act of
said corporation and further certifies that, to the best of his knowledge,
information and belief, the
<PAGE>
matters and facts set forth therein with respect to the approval thereof are
true in all material respects, under the penalties of perjury.
/s/ John W. McGonigle
---------------------
John W. McGonigle
President
AETNA INVESTMENT ADVISERS FUND, INC.
AMENDED AND RESTATED BY-LAWS
ARTICLE I
MEETING OF SHAREHOLDERS
Section 1. Annual Meetings. An annual meeting of shareholders shall be held
only in those years in which one of the following is required to be acted on by
shareholders under the Investment Company Act of 1940: (1) Election of
Directors; (2) Approval of the Investment Advisory Contract; (3) Ratification of
the selection of independent public accountants; and (4) Approval of a
Distribution Agreement. At each annual meeting, Directors shall also be elected,
and any other proper business within the power of shareholders may be
transacted. An annual meeting shall be held on a date and at a time designated
by the Board of Directors.
Section 2. Special Meetings. Special meetings of Shareholders may be called
by the President or by the Board of Directors; and shall be called by the
President, Secretary or any Director at the request in writing of the holders of
not less than 10% of the outstanding voting shares of the capital stock of the
Corporation (hereinafter, the outstanding voting shares of the capital stock of
the Corporation are referred to as "Shares"). Any such request shall state the
purposes of the proposed meeting.
Section 3. Place of Meetings. All meetings of the Shareholders shall be
held at the office of the Corporation in Hartford, Connecticut, or at such other
place within or without the State of Maryland as may be fixed by the party or
parties making the call as stated in the notice thereof.
Section 4. Notice. Not less than ten or more than ninety days before the
date of every Annual or Special Meeting of Shareholders, the Secretary or an
Assistant Secretary shall give to each Shareholder of record notice of such
meeting by mail, telegraph, cable or radio. Such notice shall be deemed to have
been given when deposited in the mail or with a telegraph or cable office or
radio station for transmission to the Shareholder at his address appearing on
the books of the Corporation. It shall not be necessary to set forth the
business proposed to be transacted in the notice of any Annual Meeting except
that any proposal to amend the Articles of Incorporation of the Corporation
shall be set forth in such notice. Notice of a Special Meeting shall state the
purpose or purposes for which it is called.
Section 5. Quorum. At all meetings of the Shareholders, the presence in
person or by proxy of Shareholders entitled to cast a majority in number of
votes shall be necessary to constitute a quorum for the transaction of business.
In the absence of a quorum at any meeting, a majority of those Shareholders
present in person or by proxy may adjourn the
<PAGE>
meeting from time to time to be held at the same place without further notice
than by announcement to be given at the meeting until a quorum, as above
defined, shall be present, whereupon any business may be transacted which might
have been transacted at the meeting originally called had the same been held at
the time so called.
Section 6. Voting. At all meetings of Shareholders, each Shareholder of the
Corporation shall be entitled to one vote or fraction thereof for each Share
standing in his name on the books of the Corporation on the date for the
determination of Shareholders entitled to vote at such meeting.
Section 7. Proxies. Any Shareholder entitled to vote at any meeting of
Shareholders may vote either in person or by proxy, but no proxy which is dated
more than eleven months before the meeting named therein shall be accepted.
Every proxy shall be in writing, subscribed by the Shareholder or his duly
authorized attorney, and dated, but need not be sealed, witnessed or
acknowledged. All proxies shall be filed with and verified by the Secretary or
an Assistant Secretary of the Corporation or, if the meeting shall so decide, by
the Secretary of the Meeting.
Section 8. Informal Action by Shareholders. Any action required or
permitted to be taken at any meeting of Shareholders may be taken without a
meeting, if a consent in writing, setting forth such action, is signed by all
the Shareholders entitled to vote on the subject matter thereof, and such
consent is filed with the records of the Corporation.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall have control and management
of the affairs, business and properties of the Corporation. They shall have and
exercise in the name of the Corporation and on behalf of the Corporation all the
rights and privileges legally exercisable by the Corporation except as otherwise
provided by law, the Articles of Incorporation, or these By-Laws.
Section 2. Number, Qualifications, Manner of Election and Term of Office.
The number of directors of the Corporation shall be fixed from time to time by a
majority of the entire Board of Directors but shall be no less than three nor
more than twenty. Directors need not be Shareholders. The Board of Directors may
from time to time by a majority of the entire Board increase or decrease the
number of directors to such number as they deem expedient not to be less than
three nor more than twenty, however, and fill the vacancies so created. The term
of office of a Director shall not be affected by any decrease in the number of
Directors made by the Board pursuant to the foregoing authorization. Until the
first Annual Meeting of Shareholders or until successors are duly elected and
qualify, the Board of Directors shall consist of the persons named as such in
the Articles of Incorporation. The Members of the Board of Directors shall be
elected by
2
<PAGE>
the Shareholders at the Annual Meeting of Shareholders. Each Director shall hold
office until the Annual Meeting next held after his election and until the
election and qualification of his successor.
Section 3. Place of Meeting. The Board of Directors may hold its meetings
at such place or places within or without the State of Maryland as the Board may
from time to time determine.
Section 4. Annual Meetings. The Board of Directors shall meet for the
election of Officers and any other business as promptly as may conveniently be
done after the adjournment of any Annual Meeting of Shareholders.
Section 5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such intervals and on such dates as the Board may from time to
time designate.
Section 6. Special Meetings. Special meetings of the Board of Directors may
be held at such times and at such places as may be designated at the call of
such meeting. Special meetings shall be called by the Secretary or Assistant
Secretary at the request of the President or any Director.
Section 7. Notice. The Secretary or Assistant Secretary shall give, at
least two days before the meeting, notice of each meeting of the Board of
Directors, whether Annual, Regular or Special, to each member of the Board by
mail, telegram or telephone to his last known address. It should not be
necessary to state the purpose or business to be transacted in the notice of any
Annual or Regular meeting. The notice of a Special Meeting shall state the
purpose or purposes for which it is called. Personal attendance at any meeting
by a Director other than to protest the validity of said meeting shall
constitute a waiver of the foregoing requirement of notice.
Section 8. Conduct of Meetings and Business. The Board of Directors may
adopt such rules and regulations for the conduct of their meetings and the
management of the affairs of the Corporation as they may deem proper and not
inconsistent with applicable law, the Articles of Incorporation of the
Corporation or these By-Laws.
Section 9. Quorum. A majority of the total membership of the Board of
Directors shall constitute a quorum at any meeting of the Board of Directors.
The action of a majority of Directors present at any meeting at which a quorum
is present shall be the action of the Board of Directors unless the concurrence
of a greater proportion is required for such action by statute, the Articles of
Incorporation of the Corporation, or these By-Laws. In the absence of a quorum
at any meeting a majority of the Directors present may adjourn the meeting from
day to day or for such longer periods as they may designate without notice other
than by announcement at the meeting.
Section 10. Resignations. Any Director of the Corporation may resign at any
time by mailing or delivering, or transmitting by radio, telegraph or cable,
written notice to the
3
<PAGE>
President or to the Secretary of the Corporation. The resignation of any
Director shall take effect at the time specified therein, and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 11. Removal. At any meeting of Shareholders duly called for the
purpose, any Director may by the vote of a majority of all of the Shares
entitled to vote be removed from office. At the same meeting, the vacancy in the
Board of Directors may be filled by the election of a Director to serve for the
remainder of the term and until the election and qualification of his successor.
Section 12. Vacancies. Except as otherwise provided by law, any vacancy
occurring in the Board of Directors for any cause other than by reason of an
increase in the number of Directors may be filled by a majority of the remaining
members of the Board of Directors, although such majority is less than a quorum,
and any vacancy occurring by reason of an increase in the number of Directors
may be filled by action of a majority of the entire Board of Directors;
provided, however, that upon the death, resignation or removal during any
consecutive period of twelve months of more than one-half of the Directors
holding office at the beginning of such period, a Shareholders' Meeting shall be
called forthwith for the purpose of electing an entire new Board, including the
vacancies filled pursuant to this Section of the By-Laws. A Director elected by
the Board to fill a vacancy shall be elected to hold office until the next
Annual Meeting of Shareholders or until his successor is duly elected and
qualifies. Notwithstanding the foregoing, the Shareholders may, at any time
during the term of such director elected to fill a vacancy, elect some other
person to fill said vacancy and thereupon the election by the Board shall be
superseded and such election by the Shareholders shall be deemed a filling of
the vacancy and not a removal and may be made at any meeting called for such
purpose.
Section 13. Compensation of Directors. The Directors may receive a stated
salary for their services as Directors, and by Resolution of the Board of
Directors, a fixed fee and expenses of attendance may be allowed for attendance
at each Meeting. Nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any other capacity, as an Officer,
Agent or otherwise, and receiving compensation therefor.
Section 14. Informal Action by Directors. Any action required or permitted
to be taken at any Annual, Regular or Special Meeting of the Board of Directors
may be taken without a meeting if a written consent to such action is signed by
all members of the Board and such written consent is filed with the minutes of
proceedings of the Board.
Section 15. Power to Declare Dividends. The Board of Directors is expressly
authorized to determine in accordance with generally accepted accounting
principles and practices what constitutes net profits, earnings, surplus or net
assets in excess of capital, and to determine what accounting periods shall be
used by the Corporation for any purpose, whether annual or any other period,
including daily; to set apart out of any funds of the Corporation such reserves
for such purposes as it shall determine and to abolish the same;
4
<PAGE>
to declare and pay dividends and distributions by means of a formula or other
method of determination, at meetings held less frequently than the frequency of
the effectiveness of such declarations; to establish payment dates for dividends
or any other distributions on any basis, including dates occurring less
frequently than the effectiveness of declarations thereof; and to provide for
the payment of declared dividends on a date earlier or later than the specified
payment date in the case of Shareholders redeeming their entire ownership of
shares.
ARTICLE III
EXECUTIVE AND OTHER COMMITTEES
Section 1. Appointment and Term of Office of Executive Committee. The Board
of Directors, by resolution passed by a vote of at least a majority of the
entire Board, may appoint an Executive Committee, which shall consist of two (2)
or more Directors.
Section 2. Vacancies in Executive Committee. Vacancies occurring in the
Executive Committee from any cause shall be filled by the Board of Directors at
any Meeting thereof by a vote of the majority of the entire Board.
Section 3. Executive Committee to Report to Board. All actions by the
Executive Committee shall be reported to the Board of Directors at its Meeting
next succeeding such action.
Section 4. Procedure of Executive Committee. The Executive Committee shall
fix its own rules of procedure not inconsistent with these By-Laws or with any
directions of the Board of Directors. It shall meet at such times and places and
upon such notice as shall be provided by such rules or by resolution of the
Board of Directors. The presence of a majority shall constitute a quorum for the
transaction of business, and in every case an affirmative vote of a majority of
all of the members of the Committee present shall be necessary for the taking of
any action.
Section 5. Powers of Executive Committee. During the intervals between the
Meetings of the Board of Directors, the Executive Committee, except as limited
by the By-Laws of the Corporation or by specific directions of the Board of
Directors, shall possess and may exercise all the powers of the Board of
Directors in the management and direction of the business and conduct of the
affairs of the Corporation in such manner as the Executive Committee shall deem
for the best interests of the Corporation, and shall have power to authorize the
Seal of the Corporation to be affixed to all instruments and documents requiring
same. Notwithstanding the foregoing, the Executive Committee shall not have the
power to elect Directors, increase or decrease the number of Directors, elect or
remove any Officer, declare dividends, issue shares or recommend to Shareholders
any action requiring Shareholder approval.
5
<PAGE>
Section 6. Other Committees. From time to time the Board of Directors may
appoint any other Committee or Committees for any purpose of purposes to the
extent lawful, which shall have such powers as shall be specified in the
resolution of appointment.
Section 7. Compensation. The members of any duly appointed Committee
shall receive such compensation and/or fees as from time to time may be fixed
by the Board of Directors.
Section 8. Informal Action by Executive Committee or Other Committees. Any
action required or permitted to be taken at any meeting of the Executive
Committee or any other duly appointed Committee may be taken without a meeting
if written consent to such action is signed by all Members of such Committee and
such written consent is filed with the minutes of the proceedings of such
Committee.
ARTICLE IV
OFFICERS
Section 1. General Provisions. The Officers of the Corporation shall be the
President, one or more Vice Presidents, a Treasurer and a Secretary. The Board
of Directors shall elect or appoint such other Officers or agents as the
business of the Corporation may require, including one or more Assistant Vice
Presidents, one or more Assistant Secretaries, and one or more Assistant
Treasurers. The same person may hold any two offices except those of President
and Vice President.
Section 2. Election, Term of Office and Qualifications. The Officers shall
be elected annually by the Board of Directors at its Annual Meeting following
the Annual Meeting of Shareholders, if an Annual Meeting of Shareholders is
held. Each Officer shall hold office until the Annual Meeting in the next year
and until the election and qualification of his successor. Any vacancy in any of
the offices may be filled for the unexpired portion of the term by the Board of
Directors at any Regular or Special Meeting of the Board. The Board of Directors
may elect or appoint additional Officers or agents at any Regular or Special
Meeting of the Board.
Section 3. Removal. Any Officer elected by the Board of Directors may be
removed with or without cause at any time upon a vote of the majority of the
entire Board of Directors. Any other employee of the Corporation may be removed
or dismissed at any time by the President.
Section 4. Resignations. Any Officer may resign at any time by giving
written notice to the Board of Directors. Any such resignation shall take effect
at the date of receipt of each notice or at any later time specified therein,
and unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
6
<PAGE>
Section 5. Vacancies. A vacancy in any Office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws for
regular election or appointment to such Office.
Section 6. President. The President shall be the chief executive officer of
the Corporation. He shall, unless other provisions are made therefor by the
Board or the Executive Committee, employ and define the duties of all employees
of the Corporation, shall have the power to discharge any such employees, shall
exercise general supervision over the affairs of the Corporation, and shall
perform such other duties as may be assigned to him from time to time by the
Board of Directors. In the absence of the President, an Officer or Director
appointed by the President shall preside at all meetings of Shareholders.
Section 7. Vice President. The Vice President (or, if more than one, the
senior Vice President) in the absence of the President shall perform all duties
and may exercise any of the powers of the President subject to the control of
the Board. Each Vice President shall perform such other duties as may be
assigned to him from time to time by the Board of Directors, the Executive
Committee, or the President.
Section 8. Secretary. The Secretary shall keep or cause to be kept in books
provided for the purpose the Minutes of the Meetings of the Shareholders and of
the Board of Directors; shall see that all Notices are duly given in accordance
with the provisions of these By-Laws and as required by law; shall be custodian
of the records and of the Seal of the Corporation and see that the Seal is
affixed to all documents the execution of which on behalf of the Corporation
under its seal is duly authorized; shall keep directly or through a transfer
agent a register of the post office address of each Shareholder, and make all
proper changes in such register, retaining and filing his authority for such
entries; shall see that the books, reports, statements, certificates and all
other documents and records required by law are properly kept and filed; and in
general shall perform all duties incident to the Office of Secretary and such
other duties as may, from time to time, be assigned to him by the Board of
Directors, the Executive Committee, or the President.
Section 9. Treasurer. The Treasurer shall have supervision of the custody
of the funds and securities of the Corporation, subject to the Articles of
Incorporation of the Corporation and applicable law. He shall submit to the
Annual Meeting of Shareholders a statement of the financial condition of the
Corporation and whenever required by the Board of Directors shall make and
render a statement of the accounts of the Corporation and such other statements
as may be required. He shall cause to be kept in books of the Corporation a full
and accurate account of all moneys received and paid out for the account of the
Corporation. He shall perform such other duties as may be from time to time
assigned to him by the Board of Directors, the Executive Committee, or the
President.
7
<PAGE>
Section 10. Assistant Vice President. The Assistant Vice President or Vice
Presidents of the Corporation shall have such authority and perform such duties
as may be assigned to them by the Board of Directors, the Executive Committee,
or the President of the Corporation.
Section 11. Assistant Secretaries and Assistant Treasurers. The Assistant
Secretary or Secretaries and the Assistant Treasurer or Treasurers shall perform
the duties of the Secretary and of the Treasurer, respectively, in the absence
of those Officers and shall have such further powers and perform such other
duties as may be assigned to them, respectively, by the Board of Directors or
the Executive Committee or by the President.
Section 12. Salaries. The salaries of the Officers shall be fixed from time
to time by the Board of Directors. No Officer shall be prevented from receiving
such salary by reason of the fact that he is also a Director of the Corporation.
ARTICLE V
SHARES AND THEIR TRANSFER
Section 1. Register of Shares. A register of shares shall be kept at the
principal office of the Corporation or of any transfer agent duly appointed by
the Board of Directors which shall contain the names and addresses of all the
Shareholders, the number of shares held by them, and a record of all transfers
thereof. Fractional shares may be issued. Share certificates will not be issued.
Section 2. Transfer of Shares. Shares shall be transferable on the books
of the Corporation by the holder thereof in person or by duly authorized
attorney.
Section 3. Closing of Transfer Books and Fixing Record Date. The Board of
Directors may fix in advance a date as the record date for the purpose of
determining Shareholders entitled to notice of or to vote at any Meeting of
Shareholders or Shareholders to receive payment of any dividend. Such date shall
in any case not be more than 60 days and, in case of a Meeting of Shareholders,
not less than 10 days prior to the date on which the particular action requiring
such determination of Shareholders is to be taken. In lieu of fixing a record
date, the Board of Directors may provide that the share transfer books of the
Corporation shall be closed for a stated period not to exceed in any case 20
days. If the share transfer books are closed for the purpose of determining
Shareholders entitled to notice of or to vote at a Meeting of Shareholders, such
books shall be closed for at least 10 days immediately preceding such meeting.
Section 4. Transfer Agent: Regulations. The Board of Directors shall
have power and authority to make all such rules and regulations as they may
deem expedient concerning the issuance and transfer of shares and may appoint a
Transfer Agent for that purpose.
8
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ARTICLE VI
AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ETC.
Section 1. Agreements, Etc.. The Board of Directors or the Executive
Committee may authorize any Officer or Officers, or Agent or Agents of the
Corporation, to enter into any Agreement or execute and deliver any instrument
in the name of and on behalf of the Corporation, and such authority may be
general or confined to specific instances; and, unless so authorized by the
Board of Directors or by the Executive Committee or by these By-Laws, no
Officer, Agent or Employee shall have any power or authority to bind the
Corporation by any Agreement or engagement or to pledge its credit or to render
it liable pecuniarily for any purpose or to any amount.
Section 2. Checks, Drafts, Etc. All checks, drafts, or orders for the
payment of money, notes and other evidences of indebtedness shall be signed by
such Officer or Officers, Employee or Employees, or Agent or Agents as shall be
from time to time designated by the Board of Directors or the Executive
Committee, or as may be specified in or pursuant to the agreement between the
Corporation and the Bank or Trust Company appointed as custodian, pursuant to
the provisions of the Articles of Incorporation of the Corporation.
Section 3. Endorsements, Assignments and Transfer of Securities. All
endorsements, assignments, stock powers or other instruments of transfer of
securities standing in the name of the Corporation or its nominee or directions
for the transfer of securities belonging to the Corporation shall be made by
such Officer or Officers, Employee or Employees, or Agent or Agents as may be
authorized by the Board of Directors or the Executive Committee.
Section 4. Evidence of Authority. Anyone dealing with the Corporation shall
be fully justified in relying on a copy of a resolution of the Board of
Directors or of any Committee thereof empowered to act in the premises which is
certified as true by the Secretary or an Assistant Secretary under the Seal of
the Corporation.
Section 5. Designation of a Custodian. The Corporation shall place and at
all times maintain in the custody of a Custodian all funds, securities and
similar investments owned by the Corporation, with the exception of securities
loaned under a properly authorized Securities Loan Agreement. The Custodian
shall be a bank having not less than $5,000,000 aggregate capital, surplus and
undivided profits and shall be appointed from time to time by the Board of
Directors, which shall fix its remuneration.
Section 6. Action Upon Termination of a Custodian Agreement. Upon
termination of a Custodian Agreement or inability of the Custodian to continue
to serve, the Board of Directors shall promptly appoint a successor custodian,
but in the event that no successor
9
<PAGE>
custodian can be found who has the required qualifications and is willing to
serve, the Board of Directors shall call as promptly as possible a Special
Meeting of the Shareholders to determine whether the Corporation shall function
without a custodian or shall be liquidated. If so directed by vote of the
holders of a majority of the outstanding Shares, the Custodian shall deliver and
pay over all property of the Corporation held by it as specified in such vote.
Section 7. When to Determine Net Asset Value. The net asset value per Share
of the outstanding Shares shall be determined at such times as the Board of
Directors shall prescribe, provided that such net asset value shall be
determined at least weekly.
ARTICLE VII
BOOKS AND RECORDS
Section 1. Location. The books and records of the Corporation, including
the Stock ledger or ledgers, may be kept in or outside the State of Maryland at
such office or agency of the Corporation as may be from time to time determined
by the Board of Directors.
ARTICLE VIII
MISCELLANEOUS
Section 1. Seal. The Seal of the Corporation shall be a disk inscribed
with the words AETNA INVESTMENT ADVISERS FUND, INC.
Section 2. Waiver of Notice. Whenever under the provisions of these By-Laws
or of any law, the Shareholders or Directors or Members of the Executive
Committee or other Committee are authorized to hold any meeting after notice or
after the lapse of any prescribed period of time, such meeting may be held
without notice or without such lapse of time by the written waiver of notice
signed by every person entitled to notice, or if every person entitled to notice
shall be present at such meeting.
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ARTICLE IX
AMENDMENTS
Section 1. By the Directors. The Board of Directors shall have the power,
at any Regular or Special Meeting, if notice thereof be included in the notice
of such Special Meeting, to alter, amend or repeal any By-Laws of the
Corporation and to make new By-Laws.
Section 2. By the Shareholders. The Shareholders shall have the power, at
any Annual Meeting or at any Special Meeting if notice thereof be included in
the notice of such Special Meeting, to alter, amend or repeal any By-Laws of the
Corporation or to make new By-Laws.
11
Exhibit 24(b)((4)
Instruments Defining Rights of Holders
The Registration will cause to be maintained a shareholder open account in which
shall be maintained such shareholder's ownership shares and all charges therein.
Certificates need not be issued for shares so recorded in a shareholder open
account unless requested by such shareholder. Such shares are offered only to
Aetna Life Insurance and Annuity Company and Aetna Insurance Company of America
and their separate accounts and they will not request that certificates be
issued for shares. Article VII of the Registrant's Articles of Incorporation
which are incorporated in this filing by reference to Exhibit 24(b)(1) sets
forth Rights of Holders.
- -------------------------------------------------------
Custodian Agreement
between
Mellon Bank, N.A.
and
Aetna Investment Advisers Fund, Inc.
- -------------------------------------------------------
<PAGE>
INDEX
Paragraph Page
1. Appointment.......................................................... 1
2. Delivery of Documents................................................ 1
3. Definitions.......................................................... 2
4. Delivery and Registration of the Property............................ 3
5. Receipt and Disbursement of Money.................................... 4
6. Receipt of Securities................................................ 4
7. Use of Book-Entry System............................................. 5
8. Instructions Consistent with Charter, Etc............................ 6
9. Transactions Not Requiring Instructions.............................. 7
10. Transactions Requiring Instructions.................................. 8
11. Segregated Accounts; Securities Lending.............................. 9
12. Dividends and Distributions.......................................... 11
13. Purchases of Securities.............................................. 12
14. Sales of Securities.................................................. 12
15. Records.............................................................. 12
16. Reports.............................................................. 13
17. Cooperation with Accountants......................................... 13
18. Confidentiality...................................................... 14
19. Right to Receive Advice.............................................. 14
20. Compensation......................................................... 15
21. Indemnification...................................................... 15
22. Responsibility of the Bank........................................... 15
23. Collections.......................................................... 16
24. Duration and Termination............................................. 17
25. Notices.............................................................. 19
26. Further Actions...................................................... 19
27. Amendments........................................................... 19
28. Counterparts......................................................... 20
29 Miscellaneous........................................................ 20
<PAGE>
CUSTODIAN AGREEMENT
THIS AGREEMENT is made by and between AETNA INVESTMENT ADVISERS FUND, INC.,
a Maryland corporation (the "Fund"), and MELLON BANK, N.A., a national banking
association (the "Bank").
W I T N E S S E T H :
WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund, for which Aetna Life and Annuity Company ("Adviser")
serves as investment adviser, desires to retain the Bank to serve as the Fund's
custodian on the terms set forth herein, and the Bank is willing to serve as
such;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints the Bank to act as custodian of the
portfolio securities, cash and other property belonging to the Fund for the
period and on the terms set forth in this Agreement. The Bank accepts such
appointment and agrees to furnish the services herein set forth in return for
the compensation as provided in Paragraph 20 of this Agreement. The Bank agrees
to comply with all relevant provisions of the 1940 Act and applicable rules and
regulations thereunder.
2. Delivery of Documents. The Fund has furnished the Bank with copies
properly certified or authenticated of each of the following:
(a) Resolutions of the Fund's Board of Directors authorizing the
appointment of the Bank as custodian of the portfolio securities, cash and other
property belonging to the Fund and approving this Agreement;
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(b) Appendix A identifying and containing the signatures of the Fund's
officers and/or officers of the Fund's Adviser authorized to issue Oral
Instructions and to sign Written Instructions, as hereinafter defined, on behalf
of the Fund;
(c) The Fund's Articles of Incorporation as filed with the Department of
Assessments and Taxation of the State of Maryland and all amendments thereto
(such Articles of Incorporation, as presently in effect and as they shall from
time to time be amended, are herein called the "Charter");
(d) The Fund's By-Laws and all amendments thereto (such By-Laws, as
presently in effect and as they shall from time to time be amended, are herein
called the "By-Laws");
(e) The Investment Advisory Agreement currently in effect (the
"Advisory Agreement") between the Fund and the Adviser; and
(f) The Fund's most recent prospectus and statement of additional
information relating to shares of the Fund's Common Stock ("Shares") (such
prospectus and statement of additional information as presently in effect and
all amendments and supplements thereto are herein called the "Prospectus");
The Fund will furnish the Bank from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing, if any.
3. Definitions.
(a) "Authorized Person". As used in this Agreement, the term "Authorized
Person" means any of the officers of the Fund or the Adviser (whether or not any
such person is an officer or employee of the Fund): (i) who is duly authorized
by the Board of Directors of the Fund or under the terms of the Advisory
Agreement, the Declaration or the By-Laws, as each may from time to time be
amended on behalf of the Fund, and (ii) whose name is listed on the Certificate
annexed hereto as Appendix A or any amendment thereto as may be received by the
Bank from time to time.
(b) "Book-Entry System". As used in this Agreement, the term "Book-Entry
System" means the Federal Reserve Treasury book-entry system for United States
and federal agency securities,
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its successor or successors and its nominee or nominees and any book-entry
system maintained by a clearing agency registered with the Securities and
Exchange Commission (the "SEC") under Section 17A of the Securities Exchange Act
of 1934 (the "1934 Act").
(c) "Oral Instructions". As used in this Agreement, the term "Oral
Instructions" means oral instructions actually received by the Bank from an
Authorized Person or from a person reasonably believed by the Bank to be an
Authorized Person. The Fund agrees to deliver to the Bank, at the time and in
the manner specified in Paragraph 8(b) of this Agreement, Written Instructions
confirming Oral Instructions.
(d) "Property". The term "Property", as used in this Agreement,
means:
(i)any and all securities and other property which the Fund may from
time to time deposit, or cause to be deposited, with the Bank or which the
Bank may from time to time hold for the Fund;
(ii) all income in respect of any of such securities or other
property;
(iii) all proceeds of the sale of any such securities or other
property; and
(iv) all proceeds of the sale of securities issued by the Fund,
which are received by the Bank from time to time from or on behalf of the
Fund.
(e) "Written Instructions". As used in this Agreement, the term "Written
Instructions" means written instructions delivered by hand (including Federal
Express or other express courier), certified or registered mail, return receipt
requested, tested telegram, cable, telex or facsimile sending device, received
by the Bank and signed by an Authorized Person and shall also include computer
transmission with coded access as agreed upon by the Bank and the Fund.
4. Delivery and Registration of the Property. The Fund will deliver or cause
to be delivered to the Bank all securities and all moneys owned by it, including
cash received for the issuance of Shares, at any time during the period of this
Agreement. The Bank will not be responsible for such securities and such moneys
until actually received by it. All securities delivered to the Bank (other than
in bearer form) shall be registered in the name of the Fund or in the name of a
nominee of the Fund or in the name of any nominee of the Bank (with or without
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indication of fiduciary status), or in the name of any sub-custodian or any
nominee of any such sub-custodian appointed pursuant to Paragraph 6 hereof or
shall be properly endorsed and in form for transfer satisfactory to the Bank.
5. Receipt and Disbursement of Money.
(a) Not less frequently than once on the afternoon of each business day,
all cash held in the custody account, other than cash required to settle
securities transactions on such business day, shall be transferred to the
trustee under a Trust Agreement of even date herewith between the Bank and the
Fund and attached hereto as Exhibit A.
The Bank shall make payments of cash to, or from the account of, the Fund
from such cash only (i) for the purchase of securities for the Fund's portfolio
as provided in Paragraph 13 hereof; (ii) upon receipt of Written Instructions,
for the payment of interest, dividends, taxes, fees or expenses of the Fund;
(iii) upon receipt of Written Instructions, for payments in connection with the
conversion, exchange or surrender of securities owned or subscribed to by the
Fund and held by or to be delivered to the Bank; (iv) to a sub-custodian
pursuant to Paragraph 6 hereof; (v) for the redemption of Shares; (vi) for
payment of the amount of dividends received in respect of securities sold short
against the box; or (vii) upon receipt of Written Instructions, for other proper
Fund purposes. No payment pursuant to (i) above shall be made unless the Bank
has received a copy of the broker's or dealer's confirmation or the payee's
invoice, as appropriate.
(b) The Bank is hereby authorized to endorse and collect all checks,
drafts or other orders for the payment of money received as custodian for the
account of the Fund.
6. Receipt of Securities.
(a) Except as provided by Paragraph 7 hereof, the Bank shall hold and
physically segregate in a separate account, identifiable at all times from those
of any other persons, firms, or corporations, all securities and non-cash
property received by it for the account of the Fund. All such securities and
non-cash property are to be held or disposed of by the Bank for the Fund
pursuant to the terms of this Agreement. In the absence of Written Instructions
accompanied by a certified resolution of the Fund's Board of Directors
authorizing the transaction, the Bank shall
4
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have no power or authority to withdraw, deliver, assign, hypothecate, pledge or
otherwise dispose of any such securities and investments except in accordance
with the express terms provided for in this Agreement. In no case may any
director, officer, employee or agent of the Fund withdraw any securities.
In connection with its duties under this Paragraph 6, the Bank may, at its
own expense, enter into sub-custodian agreements with other banks or trust
companies for the receipt of certain securities and cash to be held by the Bank
for the account of the Fund pursuant to this Agreement, provided that each such
bank or trust company has an aggregate capital, surplus and undivided profits,
as shown by its last published report, of not less than ten million dollars
($10,000,000) and that such bank or trust company agrees with the Bank to comply
with all relevant provisions of the 1940 Act and applicable rules and
regulations thereunder. The Bank shall remain responsible for the performance of
all of its duties under this Agreement and shall hold the Fund harmless from the
acts and omissions, under the standards of care applicable to the Bank under
Paragraph 22 hereof, of any bank or trust company that it might choose pursuant
to this Paragraph 6 or the Book-Entry System.
(b) Where securities are transferred to an account of the Fund
established pursuant to Paragraph 7 hereof, the Bank shall also by book-entry or
otherwise identify as belonging to the Fund the quantity of securities in a
fungible bulk of securities registered in the name of the Bank (or its nominee)
or shown in the Bank's account on the books of the Book-Entry System. The Bank
shall furnish the Fund with reports relating to Property held for the Fund under
this Agreement in accordance with Paragraph 16 hereof.
7. Use of Book-Entry System. The Fund shall deliver to the Bank certified
resolutions of the Board of Directors of the Fund approving, authorizing and
instructing the Bank on a continuous and on-going basis until instructed to the
contrary by Oral or Written Instructions actually received by the Bank (a) to
deposit in the Book-Entry System all securities belonging to the Fund eligible
for deposit therein and (b) to use the Book-Entry System to the extent possible
in connection with settlements of purchases and sales of securities by the Fund,
and deliveries and
5
<PAGE>
returns of securities loaned, subject to repurchase agreements or used as
collateral in connection with borrowings. Without limiting the generality of
such use, it is agreed that the following provisions shall apply thereto;
(a) Securities and any cash of the Fund deposited in the Book-Entry
System will at all times be segregated from any assets and cash controlled by
the Bank in other than a fiduciary or custodian capacity but may be commingled
with other assets held in such capacities.
(b) All books and records maintained by the Bank which relate to the
Fund's participation in the Book-Entry System will at all times during the
Bank's regular business hours be open to the inspection of the Fund's duly
authorized employees or agents, and the Fund will be furnished with all
information in respect of the services rendered to it as it may require.
(c) The Bank will provide the Fund with copies of any report obtained by
the Bank on the system of internal accounting control of the Book-Entry System
promptly after receipt of such a report by the Bank. The Bank will also provide
the Fund with such reports on its own system of internal control as the Fund may
reasonably request from time to time.
8. Instructions Consistent with Charter, Etc.
(a) Unless otherwise provided in this Agreement, the Bank shall act only
upon Oral and Written Instructions. Although the Bank may know of the provisions
of the Charter and By-Laws of the Fund, the Bank may assume that any Oral or
Written Instructions received hereunder are not in any way inconsistent with any
provisions of such Charter or By-Laws or any vote, resolution or proceeding or
the Fund's shareholders, or of its board of directors, or of any committee
thereof.
(b) The Bank shall be entitled to rely upon any Oral Instructions and
any Written Instructions actually received by the Bank pursuant to this
Agreement. The Fund agrees to forward to the Bank Written Instructions
confirming Oral Instructions in such manner that the Written Instructions are
received by the Bank by the close of business of the same day that such Oral
Instructions are given to the Bank. The Fund agrees that the fact that such
confirming Written Instructions are not received by the Bank shall in no way
affect the validity of the
6
<PAGE>
transactions or enforceability of the transactions authorized by the Fund by
giving Oral Instructions. The Fund agrees that the Bank shall incur no liability
to the Fund in acting upon Oral Instructions given to the Bank hereunder
concerning such transactions, provided such instructions reasonably appear to
the Bank to have been received from an Authorized Person.
9. Transactions Not Requiring Instructions. In the absence of contrary
Written Instructions, the Bank is authorized to take the following actions:
(a) Collections of Income and Other Payments. The Bank shall:
(i)collect and receive for the account of the Fund, all income
and other payments and distributions, including (without limitation) stock
dividends, rights, bond coupons, option premiums and similar items, included
or to be included in the Property, and promptly advise the Fund of such
receipt and shall credit such income, as collected, to the Fund's custodian
account;
(ii) endorse and deposit for collection, in the name of the Fund,
checks, drafts, or other orders for the payment of money on the same day as
received;
(iii) receive and hold for the account of the Fund all securities
received as a distribution on the Fund's portfolio securities as a result of
a stock dividend, share split-up or reorganization, recapitalization,
readjustment or other rearrangement or distribution of rights or similar
securities issued with respect to any portfolio securities belonging to the
Fund held by the Bank hereunder;
(iv) present for payment and collect the amount payable upon all
securities which may mature or be called, redeemed, or retired, or otherwise
become payable on the date such securities become payable; and
(v) take any action which may be necessary and proper in connection
with the collection and receipt of such income and other payments and the
endorsement for collection of checks, drafts, and other negotiable
instruments as described in Paragraph 23 of this Agreement.
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<PAGE>
(b) Miscellaneous Transactions. The Bank is authorized to deliver or
cause to be delivered Property against payment of other consideration or
written receipt therefor in the following cases:
(i)for examination by a broker selling for the account of the
Fund in accordance with street delivery custom;
(ii) for the exchange of interim receipts or temporary
securities for definitive securities; and
(iii) for transfer of securities into the name of the Fund or the
Bank or nominee of either, or for exchange of securities for a different
number of bonds, certificates, or other evidence, representing the same
aggregate face amount or number of units bearing the same interest rate,
maturity date and call provisions, if any; provided that, in any such
case, the new securities are to be delivered to the Bank.
10. Transactions Requiring Instructions. Upon receipt of Oral or Written
Instructions and not otherwise, the Bank, directly or through the use of the
Book-Entry System, shall:
(a) execute and deliver to such persons as may be designated in such
Oral or Written Instructions, proxies, consents, authorizations, and any other
instruments whereby the authority of the Fund as owner of any securities may be
exercised;
(b) deliver any securities held for the Fund against receipt of other
securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, tender offer, merger, consolidation or
recapitalization of any corporation, or the exercise of any conversion
privilege;
(c) deliver any securities held for the Fund to any protective
committee, reorganization committee or other person in connection with the
reorganization, refinancing, merger, consolidation, recapitalization or sale of
assets of any corporation, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or other instruments or
documents as may be issued to it to evidence such delivery;
(d) make such transfers or exchanges of the assets of the Fund and take
such other steps as shall be stated in said Oral or Written Instructions to be
for the purpose of effectuating
8
<PAGE>
any duly authorized plan of liquidation, reorganization, merger, consolidation
or recapitalization of the Fund;
(e) release securities belonging to the Fund to any bank or trust
company for the purpose of pledge or hypothecation to secure any loan incurred
by the Fund; provided, however, that securities shall be released only upon
payment to the Bank of the monies to be received by the Bank in accordance with
such Oral or Written Instructions, except that in cases where additional
collateral is required to secure a borrowing already made, in which case and
subject to receipt by the Bank of "Oral or Written Instructions", further
securities may be released for that purpose; and repay such loan upon redelivery
to it of the securities pledged or hypothecated therefor and upon surrender of
the note or notes evidencing the loan;
(f) release and deliver securities owned by the Fund in connection with
any repurchase agreement entered into on behalf of the Fund, but only on receipt
of payment therefor; and pay out moneys of the Fund in connection with such
repurchase agreements, but only upon the delivery of the securities; and
(g) otherwise transfer, exchange or deliver securities in accordance
with Oral or Written Instructions.
11. Segregated Accounts; Securities Lending.
(a) The Bank shall upon receipt of Written or Oral Instructions
establish and maintain a segregated account or accounts on its records for and
on behalf of the Fund, into which account or accounts may be transferred cash
and/or securities, including securities in the Book-Entry System (i) for the
purposes of compliance by the Fund with the procedures required by a securities
or option exchange, provided such procedures comply with the 1940 Act and
Investment Company Act Release No. 10666 (April 18, 1979) or any subsequent
release or releases of the SEC relating to the maintenance of segregated
accounts by registered investment companies, and (ii) for other proper corporate
purposes, but only, in the case of clause (ii), upon receipt of Written
Instructions.
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<PAGE>
(b) The Bank hereby acknowledges that the Fund may require it to enter
into one or more third-party custodial agreements regarding the Fund's purchases
and sales of futures contracts and options thereon, and that any such
third-party agreement with a futures commission merchant may contain any
provisions which the Fund and the futures commission merchant reasonably deem
necessary and which do not subject the Bank to higher standards of care (except
as may be required by law) than does this Agreement.
(c) The Fund may, from time to time, furnish the Bank with copies of
securities loan agreements (singly "Securities Loan Agreement" and collectively
"Securities Loan Agreements"), pursuant to which the Fund may lend securities of
any series of the Fund to the respective brokerage firms named therein (singly
the "Brokerage Firm" and collectively the "Brokerage Firms").
In each such case, and until the Fund shall have given the Bank Written
Instructions that such Securities Loan Agreement has terminated, the Fund
authorizes the Bank, as its agent in connection with the lending of securities
from time to time upon receipt by the Bank of Oral or Written Instructions: (a)
to deliver to the Brokerage Firm named in the Securities Loan Agreement specific
securities held for the Fund's account, it being understood that in each case
the Bank will give prompt notice thereof to the Fund; (b) to receive from the
Brokerage Firm a certified or bank cashier's check, in immediately available
funds, or obligations of the U. S. Government in an amount equal to the then
market value of the securities, as specified in such Instructions.
The Fund will evaluate on a daily basis its rights and obligations under
each Securities Loan Agreement, such as marking to market, and will demand that
additional collateral be delivered to the Bank by the Brokerage Firm under
proper advice to the Bank, or shall give Oral or Written Instructions to the
Bank to release excess collateral to the Brokerage Firm.
The Bank may, through its commercial, trust or other departments, be a
creditor for its own account, or represent in a fiduciary capacity other
creditors and/or customers, or any Brokerage Firm, even though any of such
interests may potentially be in conflict with those of the Fund.
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<PAGE>
The Fund represents that it has the power and authority to lend the
securities in accordance with a Securities Loan Agreement and that such lending
as provided in such Securities Loan Agreement and as provided herein, has been
duly authorized by all necessary action, has received any required regulatory
approval and will not violate any law, regulation, Declaration, By-Law or other
instrument restriction or provision applicable to the Fund.
With respect to acting as agent for the Fund in connection with the lending
of securities to Brokerage Firms pursuant to Securities Loan Agreements, the
Bank shall have no duties or responsibilities except those expressly set forth
herein and the Fund will indemnify the Bank against any liability which it may
incur in connection with such lending in accordance with Paragraph 21 hereof;
the Bank shall have no responsibility in connection witht he present or future
financial condition of any such Brokerage Firm or any failure on the part of any
such Brokerage Firm to return any such securities for any reason whatsoever or
to comply with any provision of any Securities Loan Agreement or any failure on
the part of any such Brokerage Firm to comply with any law or regulation, all
such risks being assumed by the Fund.
12. Dividends and Distributions.
The Fund shall furnish the Bank with appropriate evidence of action by the
Fund's Board of Directors declaring and authorizing the payment of any dividends
and distributions. Upon receipt by the Bank of Written Instructions with respect
to dividends and distributions declared by the Fund's Board of Directors and
payable to shareholders of the Fund who have elected in the proper manner to
receive their distributions or dividends in cash, and in conformance with
procedures mutually agreed upon by the Bank, the Fund, and the Fund's transfer
agent, the Bank shall pay to the Fund's transfer agent, as agent for the Fund's
shareholders, an amount equal to the amount indicated in said Written
Instructions as payable by the Fund to such shareholders for distributions in
cash by the transfer agent to such shareholders.
13. Purchases of Securities. Promptly after each decision to purchase
securities by the Advisor, the Fund, through the Advisor, shall deliver to the
Bank Written or Oral Instructions specifying with respect to each such purchase:
(a) the name of the issuer and the title of the
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<PAGE>
securities, (b) the number of shares or the principal amount purchased and
accrued interest, if any, (c) the date of purchase and settlement, (d) the
purchase price per unit, (e) the total amount payable upon such purchase and (f)
the name of the person from whom or the broker through whom the purchase was
made. Oral Instructions shall be confirmed by Written Instructions. The Bank
shall upon receipt of securities purchased by or for the Fund pay out of the
moneys held for the account of the Fund the total amount payable to the person
from whom or the broker through whom the purchase was made, provided that the
same conforms to the total amount payable as set forth in such Oral Instructions
in accordance with current industry practices.
14. Sales of Securities. Promptly after each decision to sell securities by
the Advisor or exercise of an option written by the Fund, the Fund, through the
Advisor, shall deliver to the Bank Oral or Written Instructions, specifying with
respect to each such sale: (a) the name of the issuer and the title of the
security, (b) the number of shares or principal amount sold, and accrued
interest, if any, (c) the date of sale and settlement, (d) the sale price per
unit, (e) the total amount payable to the Fund upon such sale, and (f) the name
of the broker through whom or the person to whom the sale was made. The Bank
shall deliver the securities upon receipt of the total amount payable to the
Fund upon such sale, provided that the same conforms to the total amount payable
as set forth in such Oral Instructions in accordance with current industry
practice. Subject to the foregoing, the Bank may accept payment in such form as
shall be satisfactory to it, and may deliver securities and arrange for payment
in accordance with the customs prevailing among dealers in securities.
15. Records. The books and records pertaining to the Fund which are in the
possession of the Bank shall be the property of the Fund. Such books and records
shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws and regulations. The Fund, or the Fund's authorized
representatives, shall have access to such books and records at all times during
the Bank's normal business hours. Upon the reasonable request of the Fund,
copies of any such books and records shall be provided by the Bank to the Fund
or the Fund's authorized representative at the Fund's expense.
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16. Reports.
(a) The Bank shall furnish the Fund the following reports:
(1) such periodic and special reports as the Fund may reasonably
request;
(2) a daily report detailing all transactions (cash and securities)
that have been posted to the fund's account; such report, which shall be in
such form as may be agreed upon by the Bank and the Fund from time to time,
shall be received not later than the morning of the business day next
following the day to which the report relates;
(3) statements, at such intervals as the Fund may reasonably request
but not less frequently than monthly, summarizing all transactions and
entries for the account of the Fund, listing the portfolio securities
belonging to the Fund with the adjusted average cost of each issue and the
market value at the end of such month, and stating the cash account of the
Fund including disbursements;
(4) the reports to be furnished to the Fund pursuant to Rule 17f-4
under the 1940 Act; and
(5) such other information as may be agreed upon from time to time
between the Fund and the Bank.
(b) The Bank shall transmit promptly to the Fund any proxy statement,
proxy materials, notice of a call or conversion or similar communications
received by it as Custodian of the Property.
17. Cooperation with Accountants. The Bank shall cooperate with the Fund's
independent public accountants and shall take all reasonable action in the
performance of its obligations under this Agreement to assure that the necessary
information is made available to such accountants for the expression of their
opinion, as such may be required from time to time by the Fund.
18. Confidentiality. The Bank agrees on behalf of itself and its employees
to treat confidentially all records and other information relative to the Fund
and its prior, present, or potential shareholders, except, after prior
notification to and approval in writing by the Fund, which approval shall not be
unreasonably withheld and may not be withheld where the Bank may
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<PAGE>
be exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or when
so requested by the Fund.
19. Right to Receive Advise.
(a) Advise of Fund. If the Bank shall be in doubt as to any action to be
taken or omitted by it, it may request, and shall receive, from the Fund
directions or advice, including Oral or Written Instructions where appropriate.
(b) Advise of Counsel. If the Bank shall be in doubt as to any question
of law involved in any action to be taken or omitted by the Bank, it may request
advice at its own cost from counsel of its own choosing (who may be counsel for
the Advisor, the Fund or the Bank, at the option of the Bank).
(c) Conflicting Advice. In case of conflict between directions, advice
or Oral or Written Instructions received by the Bank pursuant to subparagraph
(a) of this Paragraph and advice received by the Bank pursuant to subparagraph
(b) of this Paragraph, the Bank shall be entitled to rely on and follow the
advice received pursuant to the latter provision alone.
(d) Protection of the Bank. The Bank shall be protected in any action or
inaction which it takes in reliance on any directions, advice or Oral or Written
Instructions received pursuant to subparagraphs (a) or (b) of this Paragraph
which the Bank, after receipt of any such directions, advice or Oral or Written
Instructions, in good faith believes to be consistent with such directions,
advice or Oral or Written Instructions, as the case may be. However, nothing in
this Paragraph shall be construed as imposing upon the Bank any obligation (i)
to seek such directions, advice or Oral or Written Instructions, or (ii) to act
in accordance with such directions, advice or Oral or Written Instructions when
received, unless, under the terms of another provision of this Agreement, the
same is a condition to the Bank's properly taking or omitting to take such
action. Nothing in this subsection shall excuse the Bank when an action or
omission on the part of the Bank constitutes willful misfeasance, bad faith,
negligence or reckless disregard by the Bank of any duties or obligations under
this Agreement.
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20. Compensation. As compensation for the services rendered by the Bank
during the term of this Agreement, the Fund will pay to the Bank fees in
accordance with the fee schedule agreed upon from time to time in writing by
the Bank and the Fund.
21. Indemnification. The Fund, as sole owner of the Property, agrees to
indemnify and hold harmless the Bank and its nominees from all taxes, charges,
expenses, assessments, claims and liabilities and expenses, including attorneys'
fees and disbursements, arising directly or indirectly from any action or thing
which the Bank takes or does or omits to take or do upon receipt of Oral or
Written Instructions or under this Agreement, provided, that neither the Bank
nor any of its nominees shall be indemnified against any liability to the Fund
or to its shareholders (or any expenses incident to such liability) arising out
of the Bank's or such nominee's own willful misfeasance, bad faith, negligence
or reckless disregard of its duties or responsibilities under this Agreement.
22. Responsibility of the Bank.
(a) In the performance of its duties hereunder, the Bank shall be
obligated to exercise care and diligence and to act in good faith and to use its
best efforts to assure the accuracy and completeness of all services performed
under this Agreement. Except as provided in (b) below, the Bank shall be
responsible for all direct losses occasioned by the Bank's negligent failure to
perform its duties under this Agreement, including but not limited to losses
related to inaccuracies in the daily reports (upon which the Fund and its agents
rely in calculating the Fund's net asset value and in determining whether the
Fund is in compliance with the 1940 Act and the requirements of Subchapter M of
the Internal Revenue Code of 1986 (as amended)) to be provided under Paragraph
16 hereof or otherwise. However, the Bank shall not be liable for any
incidental, consequential or punitive damages.
(b) The Bank shall assume entire responsibility for loss occasioned by
robbery, burglary, fire, theft or mysterious disappearance irrespective of
whether such losses occur while such Property is in possession of the Bank or
the possession of one of the Bank's agents, nominees, depositories,
correspondents or sub-custodians appointed pursuant to Paragraph 6
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hereof or any Book-Entry System. In the event of any such loss the Bank's
liability shall be limited to the replacement value thereof as of the date of
the discovery of such loss and the Bank, at the Fund's option, shall make prompt
replacement of Property with like kind and quality or shall make prompt
restitution to the Fund for such loss. In addition, in the event of any loss of
the Property due to any other cause, unless the Bank can prove that it and its
agents, nominees, depositories and correspondents were not negligent and did not
act with willful misconduct, the Bank will be liable for such loss.
Notwithstanding the foregoing, the Bank shall not be liable for losses occurring
by reason of acts of civil or military authority, national emergencies, floods,
acts of God, insurrections, wars, riots or similar catastrophes.
(c) The Bank shall not have any duty or obligation to inquire (i) into
the validity or invalidity or authority or lack thereof of any Oral or Written
Instruction, notice or other instrument which conforms to the applicable
requirements of this Agreement, if any, and which the Bank reasonably believes
to be genuine; (ii) the validity or invalidity of the issuance of any securities
included or to be included in the Property, the legality or illegality of the
purchase of such securities, or the propriety or impropriety of the amount paid
therefor; (iii) the legality or illegality of the sale (or exchange) of any
Property or the propriety or impropriety of the amount for which such Property
is sold (or exchanged); or (iv) whether any Property at any time delivered to or
held by the Bank may properly be held by or for the Fund.
23. Collections. All collections of monies or other property in respect, or
which are to become part, of the Property (but not the safekeeping thereof upon
receipt by the Bank) shall be at the sole risk of the Fund, provided that the
Bank agrees to the following procedures:
(i) upon maturity of any security held by the Fund, proceeds will
be credited and available for investment by the Fund on the
maturity date;
(ii) with respect to sales of securities held by the Fund and
provided the Bank receives timely and accurate notification of
any such sale, sale proceeds will be credited and available for
investment by the Fund on the settlement date for
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transactions settled in Federal funds, and on settlement date
plus one for transactions settled in Clearinghouse funds;
(iii) with respect to income and principal from securities held by
the Fund, where the precise amount to be received is known prior
to payable date, such moneys will be credited to the Fund on the
payable date and will be made available to the Fund for
investment on such date in cases where such moneys are to be
received in Federal funds or, in cases where such moneys are to
be received in Clearinghouse funds, on the day following the
payable date;
(iv) with respect to any income and principal payment on securities
held by the Fund the amount of which is unknown either by the
Bank or the Adviser, such payments will be credited to the Fund
upon receipt by the Bank, it being understood that the Bank will
make every effort to collect such payments as quickly as
possible.
With respect to items referred to in (i), (ii) and (iii) above, in any case
where the Bank does not receive any payment due to the Fund within a reasonable
time after the Bank has made proper demands for the same, it shall so notify the
Fund in writing, including copies of all demand letters, any written responses
thereto, and memoranda of all oral responses thereto and to telephonic demands,
and shall thereafter have the right to reverse the credit previously posted to
the Fund with respect to such item. The Bank shall not be obliged to take legal
action for collection of any unpaid item unless and until reasonably indemnified
to its satisfaction.
24. Duration and Termination. This Agreement shall continue until
termination by the Fund on 60 days written notice or by the Bank on 120 days'
written notice. In the event of such notice of termination, the Fund's Board of
Directors shall, by resolution duly adopted, promptly appoint a Successor
Custodian to serve upon the terms set forth in this Agreement. Upon termination
hereof the Fund shall pay to the Bank such compensation as may be due as of the
date of such termination and shall likewise reimburse the Bank for its
reasonable costs, expenses and
17
<PAGE>
disbursements incurred prior to such termination. The Bank shall have no lien,
right of set-off, or claim of any kind whatsoever against any Property of the
Fund (including records relating to the Fund maintained by the Bank) in the
possession of the Bank.
If a Successor Custodian is appointed by the Directors, the Bank shall, upon
termination, deliver to such Successor Custodian the records of the Bank with
respect to the Fund, and duly endorsed and in form for transfer, all securities
then held hereunder and all funds or other properties of the Fund deposited with
or held by the Bank under this Agreement.
In the event that no such Successor Custodian is appointed within 90 days
after the date of any such notice of termination by the Bank, Fund will promptly
submit to its shareholders the question whether they wish to terminate the Fund
or to function without a bank custodian, and the Bank shall deliver the funds
and property of the Fund to the Fund only pursuant to a certified copy of a
resolution of the Fund's Board of Directors, signed by a majority of the Board
of Directors of the Fund in the exercise of such power conferred upon the Fund
by its shareholders, such delivery to be made in accordance with such
Resolution.
In the event that the Bank is not notified of the appointment of a Successor
Custodian on or before the date of the termination of this Agreement, the Bank
shall have the right to deliver to a bank or trust company of its own selection
(a) with significant experience in serving as a custodian for registered
investment companies; and (b) having an aggregate capital, surplus, and
undivided profits, as shown by its last published report, of not less than
$10,000,000, all securities, records, and other properties then held by the Bank
to be held by such bank or trust company provided that such bank or trust
company agrees to serve as custodian for such securities, records and other
properties substantially in accordance with the term hereof and in accordance
with its customary fee schedule for such services.
In the event that securities, funds, and other properties remain in the
possession of the Bank after the date of termination hereof owing to failure of
the Board of Directors to appoint a Successor Custodian, the Bank shall be
entitled to fair compensation for its services during such period and the
provisions of this Agreement relating to the duties and obligations of the Bank
18
<PAGE>
shall remain in full force and effect. If any Property remains in the custody of
the Bank pursuant to the preceding sentence for more than six months, the Bank
shall be entitled to receive a premium of one and one-half percent over the fees
to which it would otherwise be entitled for its services for each succeeding
month during which the Bank remains in possession of such property.
25. Notices. All notices and other communications (collectively referred to
as "Notice" or "Notices" in this Paragraph) under this Agreement (other than
Written or Oral Instructions as defined in this Agreement and as referred to in
Paragraph 8 (b)) must be in writing and will be deemed to have been duly given
or delivered when delivered by hand (including by Federal Express or similar
express courier) or three days after being mailed by prepaid registered or
certified mail, return receipt requested: (a) if to the Bank at the Bank's
address, 1735 Market Street, Philadelphia, Pennsylvania 19101-7899, marked for
the attention of Donna Owens, Trust Officer (or her successor); (b) If to the
Fund at the address of the Fund, 151 Farmington Avenue, Hartford, CT 06156-8962,
marked for the attention of the Fund's Treasurer; or (c) to such other address
as shall have been last designated by Notice in accordance with this Paragraph
25. All postage, cable, telegram, telex and facsimile sending device charges
arising from the sending of a Notice hereunder shall be paid by the sender.
26. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
27. Amendments. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
28. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
29. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings relating to the
19
<PAGE>
subject matter hereof, provided that the parties hereto may embody in one or
more separate documents their agreement, if any, with respect to delegated
and/or Oral Instructions. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. This
Agreement shall be deemed to be a contract made in Pennsylvania and governed by
Pennsylvania law. If any provision of this Agreement shall be held or made
invalid by a court decision, statue, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be binding and
shall inure to the benefit of the parties hereto and their respective
successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the 1st day of September, 1992.
[SEAL] MELLON BANK, N. A.
Attest: /s/ Sandy McKenna By /s/ Donna Owens
[SEAL] AETNA INVESTMENT ADVISERS FUND, INC.
Attest: /s/ George N. Gingold By /s/ James C. Hamilton
20
<PAGE>
EXHIBIT A
TRUST AGREEMENT
THIS TRUST AGREEMENT is made between AETNA INVESTMENT ADVISERS FUND, INC., a
Maryland corporation (the "Fund") as Settlor, and MELLON BANK, N. A., a national
banking association (the "Bank") as Trustee.
I. Background: The background of this Agreement is as follows:
A. The Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as
amended, and currently issues five classes of shares, each of
which represents a separate investment portfolio;
B. The Fund has retained the Bank to serve as the Fund's custodian
under a Custodian Agreement of even date herewith ("Custodian
Agreement") (for four of its series: the Aetna Fund, the Aetna
Growth and Income Fund, the Aetna Bond Fund and the Aetna Money
Market Fund and for such additional series as may from time to
time be offered by the Fund on the terms set forth herein
(each, a "Series")), and the Bank is willing to serve as such;
and
C. The Fund intends to transfer to the Bank to hold as trustee under
this Agreement all the income and principal cash balances which
are transferred to it in accordance with Paragraph 5(a) of the
Custodian Agreement (the Bank in such capacity is hereinafter
referred to as the "Trustee") and hereby directs the Trustee to
hold such cash balances in accordance with the following terms.
II. Dispositive Terms: The Trustee shall invest and manage the income
and principal cash balances of each Series in accordance with the provisions
of Article III hereof for the purpose of safekeeping pending distribution or
investment. Distributions to or from the trust shall be as directed from
time to time by the Fund.
III. Management Provisions: The Trustee shall invest as it deems
appropriate in any one or more money market demand accounts of the Bank or of
any other bank, provided the accounts are fully insured by the FDIC and any
excess above the insurance limit is collateralized by securities in accordance
with Regulation 9.10(b) of the Comptroller of the Currency, 12 CFR 9.10 (b).
IV. Accounting: The Trustee will send the Fund statements at least
monthly showing the transactions in the trust. The Fund must report any
errors to the Trustee, including the non-receipt of a statement, within 90
days after the Fund normally receives a statement. Otherwise, the Fund, at
the Trustee's discretion, may be deemed to have accepted the transactions as
stated.
<PAGE>
V. Provisions Regarding the Trustee:
A. The "Authorized Person" to act for the Fund and the methods of
properly acting for the Fund under this Agreement shall be the
same as specified in the Custodian Agreement, as that may be
amended from time to time;
B. The fact that the Bank is Trustee and in such capacity deposits
trust assets of the Fund in banking accounts of the Bank shall
not be deemed a conflict of interest. The Bank may receive its
usual charges or profits for that service; and
C. The Trustee may resign upon 120 days' notice to the Fund; Settlor
may terminate this Agreement at any time. Immediately upon
termination the Trustee shall pay all trust assets held hereunder
to the Successor Custodian or the Fund in accordance with
Paragraph 24 of the Custodian Agreement.
VI. Situs and Governing Law: The situs of this Trust shall be in
Pennsylvania, and all questions as to the construction, validity, effect or
administration of this trust shall be governed by Pennsylvania law.
VII. Rights Reserved: The Fund reserves the right to revoke this
trust by writing delivered to the Trustee and to amend this trust with the
Trustee's approval.
Signed: Sept. 1, 1992
ATTEST: AETNA INVESTMENT ADVISERS
FUND, INC.
/s/ George N. Gingold By: /s/ James C. Hamilton
The foregoing trust was delivered, and is hereby accepted in Pennsylvania on
Sept 21, 1992.
ATTEST: MELLON BANK, N.A.
/s/ Sandy McKenna By: /s/ Donna Owens
<PAGE>
Institutional Trust Services Group Mellon Bank
- ------------------------------------------------------------------------------
MELLON BANK DOMESTIC FEE SCHEDULE
Account Fee:
$500 per account, per year.
Asset Fee:
Domestic Assets - 1/6 Basis Point (0.0000166) on all assets Euroclear
Assets - 1.4 Basis Points (0.00014) on all assets
Transaction Fees:
$7 per book entry transaction (purchase - sale - maturity) $15 per
physical transaction (purchase - sale - maturity) $25 per Euroclear
transaction (purchase - sale - maturity) $50 per option and future
transaction (open - close)
The foregoing fee schedule shall remain in effect for not less than three
years from the effective date of the Custodian Agreement between the Fund
and Mellon Bank, N. A.
/s/ Donna Ownes
Mellon Bank, N.A.
/s/ James C. Hamilton
Aetna Investment Advisers Fund, Inc.
ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT is made by and between AETNA LIFE INSURANCE AND ANNUITY COMPANY,
a Connecticut corporation (the "Administrator") and AETNA INVESTMENT ADVISERS
FUND, INC., a Maryland corporation (the "Fund"), as of the date set forth below
the parties' signatures.
W I T N E S S E T H
WHEREAS, the Fund is registered with the Securities and Exchange Commission (the
"Commission") as an open-end, diversified, management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Administrator is registered with the Commission as an investment
adviser under the Investment Advisers Act of 1940, as amended (the "Advisers
Act") and has entered into an agreement with the Fund to serve as investment
adviser to theFund; and
WHEREAS, the Fund desires that the Administrator provide certain administrative
services for the Fund in connection with the operation and management of the
Fund;
NOW THEREFORE, the parties agree as follows:
I. APPOINTMENT OF THE ADMINISTRATOR
Subject to the terms and conditions of this Agreement and the policies and
control of the Fund's Board of Directors (the "Board"), the Fund hereby appoints
the Administrator to provide the administrative services and assume the
obligations described below, for the compensation set forth in Section VI. The
Administrator agrees that, except as required to carry out its duties under this
Agreement or otherwise expressly authorized, it is acting as an independent
contractor and not as an agent of the Fund and has no authority to act for or
represent the Fund in any way.
II. DUTIES OF THE ADMINISTRATOR
A. Services
The Administrator agrees to use its best judgment, efforts and
facilities in providing services to the Fund and in connection
therewith, it agrees that those administrative services will consist
of:
1. providing office space, equipment and facilities (which may be
the Administrator's or its affiliates') for maintaining the
Fund's business organization and for performing administrative
services hereunder;
<PAGE>
2. supervising and managing all aspects of the Fund's operations
(other than investment advisory activities) including
administering relations with, and monitoring the performance
of, custodians, depositories, transfer and pricing agents,
accountants, attorneys, underwriters, brokers and dealers,
insurers and other persons in any capacity deemed to be
necessary and desirable by the Board;
3. calculating and arranging for the publication of the net asset
value of the Fund;
4. providing noninvestment related statistical and research data
and such other reports, evaluations and information as the
Fund or the Board may request from time to time;
5. providing internal clerical, accounting and legal services,
and stationery and office supplies;
6. preparing, to the extent requested by the Fund, the Fund's
prospectus, statement of additional information, and annual
and semi-annual reports to shareholders;
7. arranging for the printing and mailing (at the Fund 's
expense) of proxy statements and other reports or other
materials provided to the Fund's shareholders;
8. preparing for execution and filing all the Fund 's federal and
state tax returns and required tax filings other than those
required to be made by the Fund's custodian and transfer
agent;
9. preparing periodic reports to and filings with the Securities
and Exchange Commission and state Blue Sky authorities with
the advice of the Fund's counsel;
10. maintaining the Fund's existence, and its corporate records
and during such times as the shares of the Fund are publicly
offered, maintaining the registration and qualification of the
Fund's shares under federal and state law;
11. keeping and maintaining the financial accounts and records of
the Fund;
12. developing and implementing, if appropriate, management and
shareholder services designed to enhance the value or
convenience of the Fund as an investment vehicle; and
13. providing the Board on a regular basis with reports and
analyses of the Fund's operations and the operations of
comparable investment companies.
2
<PAGE>
B. Expenses
During the term of this Agreement, the Administrator shall be
responsible for all of its costs and expenses incurred in carrying out
the services described in Paragraph A of this Section. In addition, it
agrees that it shall be responsible for, and pay or reimburse the Fund
for, all of the following expenses that would otherwise be payable by
the Fund:
1. fees and expenses of the Fund's independent accountants and
legal counsel;
2. fees and expenses of any transfer agent, custodian, dividend,
accounting, pricing or disbursing agent of the Fund;
3. insurance premiums on property or personnel (including
officers and directors) of the Fund which benefit the Fund or
its directors;
4. all fees and expenses of the Fund's directors, who are not
"interested persons" (as defined in the 1940 Act) of the Fund
or the Adviser;
5. expenses of preparing, printing and distributing prospectuses
and reports to shareholders of the Fund, except for those
expenses paid by third parties in connection with the
distribution of Fund shares;
6. all expenses incident to the payment of any dividend,
distribution, withdrawal or redemption, whether in shares of
the Fund or in cash;
7. costs and expenses of promoting the sale of shares in the
Fund, including preparing prospectuses and reports to
shareholders of the Fund, provided, nothing in this Agreement
shall prevent the charging of such costs to third parties
involved in the distribution and sale of Fund shares;
8. fees payable by the Fund to the Commission or to any state
securities regulator or other regulatory authority for the
registration of shares of the Fund in any state or territory
of the United States or in the District of Columbia;
9. all costs attributable to investor services, administering
shareholder accounts and handling shareholder relations,
(including, without limitation, telephone and personnel
expenses), which costs may also be charged to third parties by
the Adviser;
10. all dues and fees payable to the ICI or successor
organization; and
11. any other ordinary, recurring expenses incurred in the
management of the Fund's assets or administering its affairs.
3
<PAGE>
III. REPRESENTATIONS AND WARRANTIES
A. Representations and Warranties of the Administrator
The Administrator hereby represents and warrants to the Fund as
follows:
1. Due Incorporation and Organization. The Administrator is duly
organized and is in good standing under the laws of the State
of Connecticut and is fully authorized to enter into this
Agreement and carry out its duties and obligations hereunder.
2. Best Efforts. The Administrator at all times shall provide
its best judgment and effort to the Fund in carrying out its
obligations hereunder.
B. Representations and Warranties of the Fund
The Fund hereby represents and warrants to the Administrator as
follows:
1. Due Organization. The Fund has been duly incorporated under
the laws of the State of Maryland and it is authorized to
enter into this Agreement and carry out its obligations
hereunder.
2. Registration. The Fund is registered as an investment company
with the Commission under the 1940 Act and shares of the Fund
are registered or qualified for offer and sale to the public
under the Securities Act of 1933, as amended (the "1933 Act")
and all applicable state securities laws. Such registrations
or qualifications will be kept in effect during the term of
this Agreement.
IV. COMPLIANCE WITH APPLICABLE REQUIREMENTS
In carrying out its obligations under this Agreement, the Administrator shall
comply with the following:
A. all applicable provisions of the 1940 Act;
B. all terms and provisions described in the most current
effective amendment of the registration statement for the
Fund, as filed with the Commission under the 1933 Act and the
1940 Act ("Registration Statement") and all policies adopted
by the Board;
C. the provisions of the Fund's Articles of Incorporation, as
amended;
D. the Bylaws of the Fund, as amended; and
E. any other applicable provisions of state or federal law, or
any rules or regulations issued by such regulatory
authorities.
4
<PAGE>
V. DELEGATION OF RESPONSIBILITIES
All services to be provided by the Administrator under this Agreement may be
furnished by any directors, officers or employees of the Administrator, by any
affiliates of the Administrator under the Administrator's supervision, or by any
party to which such services may lawfully be delegated.
VI. COMPENSATION
For the services to be rendered, the facilities furnished, and the expenses
paid, by the Administrator, the Fund shall pay to the Administrator an annual
fee, at a rate of 0.08% of the average daily net assets of the Fund payable
monthly in arrears. Except as hereinafter set forth, compensation under this
Agreement shall be calculated and accrued daily at the rate of 1/365 of 0.08% of
the daily net assets of the Fund. If this Agreement becomes effective subsequent
to the first day of a month or terminates before the last day of a month,
compensation for that part of the month this Agreement is in effect shall be
prorated in a manner consistent with the calculation of the fees as set forth
above.
VII. NONEXCLUSIVITY
The services of the Administrator to the Fund are not to be deemed to be
exclusive, and the Administrator shall be free to render administrative or other
services to others (including other investment companies) and to engage in other
activities, so long as its services under this Agreement are not impaired
thereby. It is understood and agreed that officers and directors of the
Administrator may serve as officers or directors of the Fund, and that officers
or directors of the Fund may serve as officers or directors of the Administrator
to the extent permitted by law; and that the officers and directors of the
Administrator are not prohibited from engaging in any other business activity or
from rendering services to any other person, or from serving as partners,
officers, directors or trustees of any other firm or corporation, including
other investment companies.
VIII. TERM
This Agreement shall become effective at the close of business on the date
hereof and shall continue through December 31, 1996. Thereafter it shall
continue for successive annual periods, provided such continuance is
specifically approved at least annually by the Fund's directors who are not
parties to this Agreement or "interested persons" as defined in the 1940 Act
("disinterested directors"), or by the vote of the holders of a "majority" as
defined in Section 2(a)(42) of the 1940 Act ("majority") of the outstanding
voting securities of the Fund and by a majority of the disinterested directors.
IX. TERMINATION
This Agreement may be terminated at any time, without the payment of any
penalty, by vote of the Fund's directors or by vote of a majority of the Fund's
outstanding voting securities or by the Administrator, on sixty (60) days'
written notice to the other party.
5
<PAGE>
X. LIABILITY OF ADMINISTRATOR
The Administrator shall be liable to the Fund and shall indemnify the Fund for
any losses incurred by the Fund, whether in the purchase, holding or sale of any
security or otherwise, to the extent that such losses resulted from an act or
omission on the part of the Administrator or its officers, directors or
employees, that is found to involve willful misfeasance, bad faith or
negligence, or reckless disregard by the Administrator of its duties under this
Agreement, in connection with the services rendered by the Administrator
hereunder.
XI. 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 address shall be:
if to the Fund or the Administrator:
151 Farmington Avenue, RE4C
Hartford, Connecticut 06156
Fax number: 860/273-8340
Attn.: Secretary
XII. 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.
XIII. SERVICE MARK
The service mark of the Fund and the name "Aetna" have been adopted by the Fund
with the permission of Aetna Life and Casualty Company and their continued use
is subject to the right of Aetna Life and Casualty Company to withdraw this
permission in the event the Administrator or another subsidiary or affiliated
corporation of Aetna Life and Casualty Company should not be the administrator
of the Fund.
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their respective officers on the 1st day of May, 1996.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By /s/ Susan E. Schechter
-------------------------
Name Susan E. Schechter
Attest: Title Corporate Secretary
Patricia C. Trovato
AETNA INVESTMENT ADVISERS FUND, INC.
By /s/ Shaun P. Mathews
-------------------------
Name Shaun P. Mathews
Attest: Title President
Katherine Cheng
7
151 Farmington Avenue Susan E. Bryant
Hartford, CT 06156 Counsel
Law and Regulatory Affairs, RE4C
(860) 273-7834
Fax: (860) 273-8340
April 24, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Aetna Investment Advisers Fund, Inc. - File No. 33-27247
Gentlemen:
As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I hereby
consent to the use of my opinion dated February 29, 1996 (incorporated herein by
reference to the 24f-2 Notice for the fiscal year ended December 31, 1995 filed
on behalf of Aetna Investment Advisers Fund, Inc.) as an exhibit to this
Post-Effective Amendment No. 12 to the Registration Statement on Form N-1A (File
No. 33-27247).
Very truly yours,
/s/Susan E. Bryant
Susan E. Bryant
Counsel
Aetna Life Insurance and Annuity Company
Exhibit 24(b)(11)
Consent of Independent Auditors
The Board of Directors
Aetna Investment Advisers Fund, Inc.:
We consent to the use of our report dated February 16, 1996, included herein and
to the references to our Firm under the headings "Financial Highlights" in the
Prospectus and "Independent Auditors" in the Statement of Additional
Information.
/s/ KPMG Peat Marwick LLP
April 25, 1996
<TABLE> <S> <C>
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<NAME> AETNA INVESTMENT ADVISERS FUND, INC.
<MULTIPLIER> 1
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 1,023,088,399
<INVESTMENTS-AT-VALUE> 1,173,993,883
<RECEIVABLES> 23,619,544
<ASSETS-OTHER> 33,041
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,197,646,468
<PAYABLE-FOR-SECURITIES> 1,343,532
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 315,856
<TOTAL-LIABILITIES> 1,659,388
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 959,579,062
<SHARES-COMMON-STOCK> 82,469,336
<SHARES-COMMON-PRIOR> 78,360,775
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<ACCUMULATED-NET-GAINS> 83,775,962
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 150,905,484
<NET-ASSETS> 1,195,987,080
<DIVIDEND-INCOME> 16,427,806
<INTEREST-INCOME> 29,055,521
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<EXPENSES-NET> 3,257,777
<NET-INVESTMENT-INCOME> 42,225,550
<REALIZED-GAINS-CURRENT> 88,067,506
<APPREC-INCREASE-CURRENT> 125,951,337
<NET-CHANGE-FROM-OPS> 256,244,393
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 52,754,265
<DISTRIBUTIONS-OF-GAINS> 25,336,005
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<NUMBER-OF-SHARES-SOLD> 5,556,544
<NUMBER-OF-SHARES-REDEEMED> 7,030,152
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<ACCUMULATED-GAINS-PRIOR> 21,494,948
<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-ADVISORY-FEES> 2,674,612
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<GROSS-EXPENSE> 3,257,777
<AVERAGE-NET-ASSETS> 1,066,748,421
<PER-SHARE-NAV-BEGIN> 12.23
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