AETNA SERIES FUND INC
485APOS, 1995-12-28
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As filed with the Securities and Exchange                   File No. 33-41694
Commission on December 28, 1995                             File No. 811-6352
    
- ------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM N-1A
- -------------------------------------------------------------------------------
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       Post-Effective Amendment No. 11

                                    and/or

       REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                              Amendment No. 17

                           AETNA SERIES FUND, INC.
              (Exact Name of Registrant as Specified in Charter)

           151 Farmington Avenue RE4C, Hartford, Connecticut 06156
                   (Address of Principal Executive Offices)
                                (203) 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)
- -------------------------------------------------------------------------------
Approximate date of proposed public offering - as soon after effectiveness as is
practicable.

 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
_X_   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
___   on____________pursuant to paragraph (a)(2) of Rule 485

Aetna Series 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. Aetna Series Fund, Inc. filed its Rule 24f-2 Notice for
its fiscal year ended October 31, 1994 on December 28, 1994.

<PAGE>

                           AETNA SERIES FUND, INC.
                            Cross-Reference Sheet
<TABLE>
<CAPTION>
Form N-1A
Item No.                            Caption in Prospectus
- ---------                           ----------------------
<S>                                       <C>      
1. Cover Page                             Cover Page
2. Synopsis                               Highlights
                                          Fees Tables
3. Condensed Financial Information        Financial Highlights
4. General Description of Registrant      Description of the Funds
                                          Risk Factors and Other Considerations
                                          Investment Restrictions
5. Management of the Fund                 Management of the Funds
                                          Portfolio Management
5A.   Management's Discussion of Fund     Financial Highlights
      Performance
6. Capital Stock and Other Securities     General Information
                                          Fund Distributions
                                          Taxes
                                          Shareholder Services
7. Purchase of Securities Being Offered   Management of the Funds
                                          Net Asset Value
                                          Shareholder Services
                                          Fees and Charges (Adviser Class Prospectus only)
8. Redemption or Repurchase               Shareholder Services
                                          Fees and Charges (Adviser Class Prospectus only)
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
                                          Additional Investment Restrictions and
                                          Policies of the Funds
                                          Description of Various Securities and
                                           Investment Techniques
14. Management of the Registrant          Directors and Officers of the Company
15. Control Persons and Principal         Control Persons and Principal Holders of the Funds
     Holders of Securities
16. Investment Advisory and Other         The Investment Advisory Contract
     Services                             The Administrative Services Agreement
                                          Sub-advisory Agreements
17. Brokerage Allocation and Other        Brokerage Allocation
     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
                                          Distribution Arrangements
20. Tax Status                            Tax Status
21. Underwriters                          Principal Underwriter
22. Calculation of Performance Data       Performance Information
23. Financial Statements                  Financial Statements
</TABLE>

<PAGE>

Adviser Class

   
                                                                         Aetna
                                                                  Mutual Funds
[Aetna logo] December 28, 1995                                      Prospectus
    

The Company   Aetna Series Fund, Inc. (the "Company") is an open-end
management investment company authorized to issue multiple series of shares,
each representing a diversified portfolio of investments (collectively, the
"Funds," individually, a "Fund" ) with different investment objectives,
policies and restrictions. Currently, each Fund is authorized to offer two
classes of shares, the Adviser Class and the Select Class.

   
The Prospectus This Prospectus contains information you should know before
investing. A Statement of Additional Information ("SAI") dated March 31, 1995 as
amended by supplement dated December 28, 1995 has been filed with the Securities
and Exchange Commission ("Commission") and is incorporated by reference into
this Prospectus. For a free copy of the SAI, call 1-800-367-7732 or write to
Aetna Series Fund, Inc., 151 Farmington Avenue, Hartford, Connecticut
06156-8962, or ask your representative.
    

This Prospectus is for investors eligible to purchase Adviser Class shares. A
separate Prospectus is available for investors eligible to purchase Select
Class shares. Sales charges, expenses and performance will vary with respect
to each class.

Investment Objectives

Aetna Money Market Fund   seeks to provide high current return, consistent
with preservation of capital and liquidity, through investment in
high-quality money market instruments.

Although the Money Market Fund will strive to maintain a $1.00 net asset
value per share, there is no assurance that it will be able to do so.
Investments in this Fund are neither insured nor guaranteed by the U.S.
Government.

Aetna Government Fund   seeks to provide income consistent with the
preservation of capital through investment in securities issued or guaranteed
by the U.S. Government, its agencies or instrumentalities.

Aetna Bond Fund   seeks to provide high total return (i.e., income and
capital appreciation), consistent with reasonable risk, primarily through
investment in a diversified portfolio of high-quality corporate bonds and
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.

The Aetna Fund   seeks to maximize total return with reasonable safety of
principal by investing in a diversified portfolio of stocks, bonds and money
market instruments; the Aetna Fund may involve less investment risk than a
portfolio consisting entirely of common stocks.

<PAGE>
Aetna Growth and Income Fund   seeks long-term growth of capital and income
through investment in a diversified portfolio primarily of common stocks and
securities convertible into common stocks believed to offer above-average
growth potential.

Aetna Growth Fund   seeks growth of capital through investment in a
diversified portfolio primarily of common stocks and securities convertible
into common stocks believed to offer growth potential.

Aetna Small Company Growth Fund   seeks growth of capital primarily through
investment in a diversified portfolio of common stocks and securities
convertible into common stocks of companies with smaller market
capitalizations.

Aetna International Growth Fund   seeks long-term capital growth primarily
through investment in a diversified portfolio of common stocks principally
traded in countries outside of North America.

Aetna Asian Growth Fund   seeks long-term growth of capital primarily through
investment in a diversified portfolio of common stocks principally traded in
countries in Asia excluding Japan.

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 CAREFULLY BEFORE INVESTING AND RETAIN FOR FUTURE REFERENCE.

<PAGE>
Table of Contents

Highlights                                4
Fee Tables                                6
Financial Highlights                     10
Description of the Funds                 14
Risk Factors and Other Considerations    20
Investment Restrictions                  24
Shareholder Services                     25
Other Features                           30
Cross-Fund Investing                     31
Fees and Charges                         32
Management of the Funds                  33
Portfolio Management                     37
Fund Distributions                       38
Net Asset Value                          39
Taxes                                    39
General Information                      40
Performance Data                         42
Glossary of Investment Terms             43
Description of Corporate Bond Ratings    46

<PAGE>
Highlights

What is a Mutual Fund and What are its Advantages?   A mutual fund is an
investment company that buys and sells securities on behalf of individuals
sharing common financial goals. Mutual funds allow you to pool your money
with others, to spread risk through diversification and to benefit from
professional management. You have immediate access to your money simply by
writing a letter or, in the case of the Aetna Money Market Fund, by writing a
check.

   
What Funds are Offered?  The Company is currently comprised of 13 different
Funds,  12 of which  are  currently  offered  each  with its own  objective  and
policies  and all of which  are  diversified  portfolios  under  the  Investment
Company Act of 1940. The following nine Funds are described in this Prospectus:
    

(bullet)  Aetna Money Market Fund (Money Market Fund) - a portfolio
          consisting of high-quality money market instruments

(bullet)  Aetna Government Fund (Government Fund) - a portfolio of U.S.
          Government securities

(bullet)  Aetna Bond Fund (Bond Fund) - a portfolio primarily of high-
          quality corporate and U.S. Government securities

(bullet)  The Aetna Fund (Aetna Fund) - a flexible portfolio of stocks, bonds
          and money market instruments

(bullet)  Aetna Growth and Income Fund (Growth and Income Fund) - a common
          stock portfolio

(bullet)  Aetna Growth Fund (Growth Fund) - a common stock portfolio of
          companies believed to have potential for growth

(bullet)  Aetna Small Company Growth Fund (Small Company Growth Fund) - a
          common stock portfolio of companies with smaller market
          capitalizations

(bullet)  Aetna International Growth Fund (International Growth Fund) - a
          common stock portfolio of companies traded outside North America

(bullet)  Aetna Asian Growth Fund (Asian Growth Fund) - a common stock
          portfolio of companies traded in Asia excluding Japan

Risk Factors   The different types of securities purchased and investment
techniques used by a Fund involve varying amounts of risk. For example,
equity securities are subject to a decline in the stock market or in the
value of the company and preferred stocks have price risk and some interest
rate and credit risk. The value of debt securities may be affected by changes
in general interest rates and in the credit worthiness of the issuer. In
addition, foreign securities have currency risk. For more information, see
"Risk Factors and Other Considerations."

What is the Adviser Class of Shares?   Each Fund has two classes of shares:
Adviser Class shares, which are offered primarily to the general public, and
Select Class shares, which are offered principally to institutions.

<PAGE>
   
Adviser Class shares (except for certain purchases of Money Market Shares - See
"Contingent Deferred Sales Charge" for details)are subject to a contingent
deferred sales charge (CDSC). The maximum CDSC is 1.0% (see "Contingent Deferred
Sales Charge" for details) declining by 0.25% each year after the date of
purchase to zero, so that no charge is imposed on shares purchased over four
years prior to redemption. Adviser Class shares of each Fund are also subject to
an annual service fee of 0.25% (0.10% for the Money Market Fund) and (except for
the Money Market Fund) an annual distribution fee of 0.50% of the value of
average daily net assets. See "Fees and Charges" for more information.
    

How Can I Purchase Shares?   You may purchase Adviser Class shares by
completing an Aetna Series Fund Adviser Class Application ("Application").
Your initial purchase must be for a minimum of $1,000 for each Fund with a
minimum of $500 for Individual Retirement Accounts ("IRA"). We also offer a
systematic investment program that enables investors to purchase shares on a
regular basis. Please refer to "Shareholder Services" for complete details.

When Can I Redeem Shares?   Shares may be redeemed on each day the New York
Stock Exchange, Inc. (NYSE) is open for business. Adviser Class shares are
redeemable at net asset value less any applicable CDSC. See "Shareholder
Services" for more information.

Who is the Manager?   Aetna Life Insurance and Annuity Company ("ALIAC") is
the Investment Adviser to each Fund. It is currently a wholly owned
subsidiary of Aetna Life and Casualty Company ("Aetna") which, with
affiliated companies, comprises one of the world's leading providers of
insurance and financial services. As of December 31, 1994, ALIAC managed over
$19 billion of assets worldwide for both individual and institutional
investors.

Aeltus Investment Management, Inc. ("Aeltus") is the sub-adviser to the
Growth Fund and the Small Company Growth Fund and Aeltus Investment
Management International (F.E.) Limited ("Aeltus Far East") is the
sub-adviser to the Asian Growth Fund. As of December 31, 1994, Aeltus and its
affiliate Aeltus Far East collectively managed over $20 billion of assets.

Please refer to "Management of the Funds" for further information.

Customer Service   Shareholders in the Funds enjoy a high level of
personalized service. Please call your representative for details or refer to
"Shareholder Services" for additional information.

<PAGE>
Fee Tables

The following is provided to assist you in understanding the various charges
and expenses that you would bear directly or indirectly as an investor in the
Funds. A complete description of these charges and expenses starts on
page 32.

                                Adviser Class
                       Shareholder Transaction Expenses

                                      Deferred
                                    Sales Charge    Sales Charge
                    Sales Charge         on          on Dividend     Exchange
                    on Purchases   Redemptions(1)   Reinvestment       Fee
- -----------------    ------------ --------------   --------------    ---------
Money Market           None             1.0%            None          None
Government             None             1.0%            None          None
Bond                   None             1.0%            None          None
Aetna Fund             None             1.0%            None          None
Growth and Income      None             1.0%            None          None
Growth                 None             1.0%            None          None
Small Company
  Growth               None             1.0%            None          None
International
  Growth               None             1.0%            None          None
Asian Growth           None             1.0%            None          None

(1) The contingent deferred sales charge set forth in the above table is the
    maximum redemption charge imposed on Adviser Class shares. Direct
    purchases into the Money Market Fund are not subject to a sales charge on
    redemption. Investors may pay charges less than 1.0%, depending on the
    length of time the shares are held. Adviser Class shares of each Fund
    other than the Money Market Fund are also subject to an annual
    distribution fee of 0.50% and an annual service fee of 0.25% of the value
    of average daily net assets of the Adviser Class. The Money Market Fund
    is subject to an annual service fee of 0.10% of the value of average
    daily net assets of its Adviser Class. See "Fees and Charges" in the
    Adviser Class prospectus.

                                Adviser Class
                        Annual Fund Operating Expenses
                (as a percentage of average daily net assets)

                                                                 Total Fund
                                                   Other          Operating
           Management/                            Expenses        Expenses
           Advisory Fee  Administrative            (after        (after fee
            (after fee    Fee (after    12b-1     expense      waiver/expense
             waiver)      fee waiver)    Fee   reimbursement)  reimbursement)
- --------   ------------   ------------  -----   ------------   ---------------
Money
  Market       0.00%         0.10%       0.00%      0.20%           0.30%
Government     0.04%         0.25%       0.50%      0.66%           1.45%
Bond           0.19%         0.25%       0.50%      0.56%           1.50%
Aetna
  Fund         0.80%         0.25%       0.50%      0.52%           2.07%
Growth
  and
  Income       0.68%         0.25%       0.50%      0.99%           2.42%
Growth         0.70%         0.25%       0.50%      0.72%           2.17%
Small
  Company
  Growth       0.85%         0.25%       0.50%      0.54%           2.14%
International
  Growth       0.85%         0.25%       0.50%      0.81%           2.41%
Asian
  Growth       0.41%         0.25%       0.50%      1.14%           2.30%

From time to time, the Investment Adviser may agree to waive all or a portion of
its Management/Advisory Fee and/or its Administrative Fee for a particular Fund
and to reimburse some or all of a particular Fund's Other Expenses. Such fee
waiver/expense reimbursement arrangements will increase a Fund's total return
and may be modified or terminated at any time. 

   
The expenses shown above have been estimated based on annualized expenses for
the period from inception of the class (April 15, 1994) through October 31, 1994
and reflect the most current fee waiver/expense reimbursement arrangements as of
the date of this Prospectus. Fee waiver/ expense reimbursement arrangements are
in effect for the Money Market Fund, the Government Fund, the Bond Fund and the
Asian Growth Fund. These arrangements currently limit the Total Fund Operating
Expenses for these Funds at the amounts shown above. Without these arrangements,
expenses would have been as follows: Money Market Fund's Management/Advisory
Fees, Administrative Fees, Other Expenses and Total Fund Operating Expenses
would have been 0.40%, 0.25%, 0.30%, and 0.95%, respectively; Government Fund's
Management/Advisory Fees and Total Fund Operating Expenses would have been 0.50%
and 1.91%, respectively; Bond Fund's Management/Advisory Fees and Total Fund
Operating Expenses would have been 0.50% and 1.81%, respectively; and Asian
Growth Fund's Management/Advisory Fees and Total Fund Operating Expenses would
have been 1.00% and 2.50%, respectively (2.89% actual total expense reduced to
comply with California state law).
    

<PAGE>
                                 Adviser Class
                                    Example

Using the above expenses, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return and either redemption at the end of
each of the periods shown or no redemption:

   
                                       1         3         5
                                     Year     Years     Years     10 Years
- ----------------------------------   ------   -------   -------   ---------
*Money Market
 Redemption at end of each time
  period                              $13       $15      $ 17       $ 38
 No Redemption                         13        15        17         38
Government
 Redemption at end of each time
  period                               25        51        79        174
 No Redemption                         15        46        79        174
Bond
 Redemption at end of each time
  period                               25        52        82        179
 No Redemption                         15        47        82        179
Aetna Fund
 Redemption at end of each time
  period                               31        70       111        240
 No Redemption                         21        65       111        240
Growth and Income
 Redemption at end of each time
  period                               35        80       129        276
 No Redemption                         25        75       129        276
Growth
 Redemption at end of each time
  period                               32        73       116        250
 No Redemption                         22        68       116        250
Small Company Growth
 Redemption at end of each time
  period                               32        72       115        247
 No Redemption                         22        67       115        247
International Growth
 Redemption at end of each time
  period                               34        80       129        275
 No Redemption                         24        75       129        275
Asian Growth
 Redemption at end of each time
  period                               33        77       123        264
 No Redemption                         23        72       123        264

This example should not be considered an indication of past or future expenses.
Actual expenses may be greater or less than those shown. This example reflects,
among other things, the application of the maximum Deferred Sales Charge imposed
on Adviser Class shares. For the Money Market Fund, a Deffered Sales Charge
applies only upon redemption of shares purchased through an exchange from
another Fund within four years prior to the redemption.
    

<PAGE>
                                  Select Class
                       Shareholder Transaction Expenses

                                      Deferred      Sales Charge
                    Sales Charge    Sales Charge     on Dividend     Exchange
                    on Purchases   on Redemptions   Reinvestment       Fee
- -----------------    ------------ --------------   --------------    ---------
Money Market           None            None             None          None
Government             None            None             None          None
Bond                   None            None             None          None
Aetna Fund             None            None             None          None
Growth and Income      None            None             None          None
Growth                 None            None             None          None
Small Company
  Growth               None            None             None          None
International
  Growth               None            None             None          None
Asian Growth           None            None             None          None

   
                                 Select Class
                        Annual Fund Operating Expenses
                (as a percentage of average daily net assets)
    
                                                              Total Fund
                                                              Operating
                    Management/  Administrative                Expenses
                    Advisory Fee       Fee                (after fee waiver/
                     (after fee     (after fee   Other         expense
                      waiver)        waiver)  Expenses      reimbursement)
- -----------------    ------------  ------------  -----    -------------------
Money Market            0.00%          0.10%      0.20%          0.30%
Government              0.04%          0.25%      0.41%          0.70%
Bond                    0.19%          0.25%      0.31%          0.75%
Aetna Fund              0.80%          0.25%      0.27%          1.32%
Growth and Income       0.68%          0.25%      0.10%          1.03%
Growth                  0.70%          0.25%      0.47%          1.42%
Small Company
  Growth                0.85%          0.25%      0.48%          1.58%
International
  Growth                0.85%          0.25%     .0.78%          1.88%
Asian Growth            0.41%          0.25%      0.89%          1.55%

From time to time, the Investment Adviser may agree to waive all or a portion
of its Management/Advisory Fee and/or its Administrative Fee for a particular
Fund and to reimburse some or all of a particular Fund's Other Expenses. Such
fee waiver/expense reimbursement arrangements will increase a Fund's total
return and may be modified or terminated at any time.

   
The expenses shown above have been annualized based on the ten month period
ended October 31, 1994 and reflect the most current fee waiver/expense
reimbursement arrangements as of the date of this Prospectus. Fee waiver/expense
reimbursement arrangements are in effect for the Money Market Fund, the
Government Fund, the Bond Fund and the Asian Growth Fund. These arrangements
currently limit the Total Fund Operating Expenses for these Funds at the amounts
shown above. Without these arrangements, expenses would have been as follows:
Money Market Fund's Management/Advisory Fees, Administrative Fees and Total Fund
Operating Expenses would have been 0.40%, 0.25%, and 0.85%, respectively;
Government Fund's Management/Advisory Fees and Total Fund Operating Expenses
would have been 0.50% and 1.16%, respectively; Bond Fund's Management/Advisory
Fees and Total Fund Operating Expenses would have been 0.50% and 1.06%,
respectively; and Asian Growth Fund's Management/Advisory Fees and Total Fund
Operating Expenses would have been 1.00% and 2.14%, respectively.
    

<PAGE>
                                  Select Class
                                     Example

Using the above expenses, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return and redemption at the end of each of
the periods shown:

                         1         3         5
                       Year     Years     Years     10 Years
 -------------------   ------   -------   -------   ---------
Money Market            $ 3       $10      $ 17       $ 38
Government                7        22        39         87
Bond                      8        24        42         93
Aetna Fund               13        42        72        159
Growth and Income        11        33        57        126
Growth                   14        45        78        170
Small Company
  Growth                 16        50        86        188
International
  Growth                 19        59       102        220
Asian Growth             16        49        84        185

This example should not be considered an indication of past or future
expenses. Actual expenses may be greater or less than those shown.

As noted above, each Fund has two classes, Adviser Class shares and Select
Class shares. Because the expenses and sales charges vary between the
classes, the performance of each class will vary. Registered representatives
may receive different levels of compensation when selling shares of the
Fund's classes. Additional information regarding each Fund's classes may be
obtained by calling your representative or 1-800-367-7732.

<PAGE>
Financial Highlights

(for one outstanding share throughout each period)

   
The selected data presented below for, and as of the end of, each of the periods
listed are derived from the financial statements of Aetna Series Fund, Inc. The
financial statements as of April 30, 1995 (unaudited) are included in the SAI
dated March 31, 1995 as amended by Supplement dated December 28, 1995. The
financial statements for the period ended October 31, 1994 have been audited by
KPMG Peat Marwick LLP, independent auditors. The financial statements as of
October 31, 1994 and the financial highlights for the ten-month period ended
October 31, 1994 and the years ended December 31, 1993 and December 31, 1992
independent auditors' report thereon, are included in the SAI.
    

                                                         Adviser Class Shares+
                                                      Net
                                                  Realized and
                          Net Asset                Unrealized
                            Value        Net      Gain (Loss)    Total from
                          Beginning  Investment        on        Investment
                          of Period    Income     Investments    Operations
                          ---------   ---------   ------------   -----------
Money Market Fund
  Six-month
   period ended
   April 30, 1995
  (unaudited)              $ 1.00       $0.03        $ 0.00        $ 0.03
Period from
  April 15, 1994--
  October 31, 1994           1.00        0.03          0.00          0.03
Government Fund
  Six-month
   period ended
   April 30, 1995
  (unaudited)                9.41        0.27          0.25          0.52
Period from
   April 15, 1994--
  October 31, 1994           9.67        0.24         (0.24)         0.00
Bond Fund
  Six-month
   period ended
   April 30, 1995
  (unaudited)                9.58        0.28          0.21          0.49
Period from
   April 15, 1994--
  October 31, 1994           9.92        0.28         (0.35)        (0.07)
The Aetna Fund
  Six-month
   period ended
   April 30, 1995
  (unaudited)               10.62        0.12          0.45          0.57
Period from
   April 15, 1994--
  October 31, 1994          10.54        0.19          0.00          0.19

                        Dividends     Dividends
                        from Net     in Excess of
                       Investment   Net Investment
                         Income         Income
                        ---------   --------------
Money Market Fund
  Six-month
   period ended
   April 30, 1995
  (unaudited)            $(0.03)        $0.00
Period from
   April 15, 1994--
  October 31, 1994        (0.03)         0.00
Government Fund
  Six-month
   period ended
   April 30, 1995
  (unaudited)             (0.28)         0.00
Period from
   April 15, 1994--
  October 31, 1994        (0.26)         0.00
Bond Fund
  Six-month
   period ended
   April 30, 1995
  (unaudited)             (0.28)         0.00
Period from
   April 15, 1994--
  October 31, 1994        (0.27)         0.00
The Aetna Fund
  Six-month
   period ended
   April 30, 1995
  (unaudited)             (0.14)         0.00
Period from
   April 15, 1994--
  October 31, 1994        (0.11)         0.00

   
+ The Company commenced offering Adviser Class shares on April 15, 1994. Prior
to that date, the Company offered only Select Class shares. The Government Fund,
Growth Fund, Small Company Growth Fund and Asian Growth Fund commenced
operations on January 2, 1994.
    
* Annualized for periods less than one year.

Per share data calculated using weighted average of shares outstanding during
the period.

Additional information about the performance of Aetna Series Fund, Inc. is
contained in the Annual Report dated October 31, 1994. The Report is
incorporated herein by reference and is available, without charge, by writing
to the Company at the address listed on the cover of this Prospectus or by
calling 1-800-367-7732.

<PAGE>
   
<TABLE>
<CAPTION>
                                                                                              Ratio
                                                                                                of
                                                                                               Net
                                                                                 Ratio of  Investment
                                                                                   Net       Income
                                                                                Investment    Before
                                                       Ratio of     Ratio of      Expense  Reimburse-
                                                         Total         Net        Before       ment
                         Net                            Invest-      Invest-    Reimburse-     and
Distributions   Return  Asset            Net Assets      ment         ment         ment       Waiver
    from          of    Value              End of      Expenses     Income to   and Waiver      to
  Realized     Capital   End               Period     to Average     Average    to Average   Average
   Gain on     Distri-    of    Total       (in           Net          Net          Net        Net   Portfolio
 Investments    bution Period   Return   thousands)     Assets*      Assets*      Assets*    Assets*  Turnover
 ------------  -------  -----   ------   -----------   ----------   ----------   ----------   -------  -------
    <S>         <C>    <C>      <C>       <C>            <C>          <C>          <C>         <C>      <C>
    $0.00       $0.00  $ 1.00    2.86%    $72,699        0.25%        5.66%        0.86%       5.05%     N/A
     0.00        0.00    1.00    2.41%     47,350        0.21%        4.27%        0.92%       3.67%     N/A
     0.00        0.00    9.65    5.66%        257        1.59%        6.07%        2.04%       5.62%    75.52%
     0.00        0.00    9.41   (0.06)%       151        1.28%        4.68%        2.11%       3.85%    43.63%
     0.00        0.00    9.79    5.19%     14,297        1.50%        6.07%        1.79%       5.78%    25.30%
     0.00        0.00    9.58   (0.68)%    25,405        1.49%        5.36%        1.81%       5.04%    51.80%
     0.00        0.00   11.05    5.41%        818        2.04%        2.65%        2.07%       2.62%    76.37%
     0.00        0.00   10.62    1.84%     26,396        1.87%        1.90%        2.06%       1.67%    86.10%
</TABLE>
    

<PAGE>
Financial Highlights (continued)

(for one outstanding share throughout each period)

                                                         Adviser Class Shares+

                                                    Net
                                                Realized and
                        Net Asset                Unrealized
                          Value        Net      Gain (Loss)    Total from
                        Beginning  Investment        on        Investment
                        of Period    Income     Investments    Operations
                        ---------   ---------   ------------   -----------
Growth and
  Income Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)            $11.08      $ 0.07        $ 0.66        $ 0.73
Period from
  April 15, 1994--
  October 31, 1994        10.75        0.11          0.30          0.41
Growth Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)             10.74       (0.03)         0.81          0.78
Period from
   April 15, 1994--
  October 31, 1994        10.26       (0.02)         0.50          0.48
Small Company
  Growth Fund
  Six-month
  period ended
   April 30, 1995
  (unaudited)             10.35       (0.05)         1.06          1.01
Period from
  April 15, 1994--
  October 31, 1994        10.24       (0.04)         0.15          0.11
International
  Growth Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)             11.51       (0.03)        (0.39)        (0.42)
Period from
  April 15, 1994--
  October 31, 1994        11.24        0.01          0.26          0.27
Asian Growth Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)              9.46        0.00         (1.67)        (1.67)
Period from
  April 15, 1994--
  October 31, 1994         8.56       (0.01)         0.91          0.90

                        Dividends     Dividends
                        from Net     in Excess of
                       Investment   Net Investment
                         Income         Income
                        ---------   --------------
Growth and
  Income Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)            $(0.03)        $ 0.00
Period from
  April 15, 1994--
  October 31, 1994        (0.08)          0.00
Growth Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)             (0.07)          0.00
Period from
  April 15, 1994--
  October 31, 1994         0.00           0.00
Small Company
  Growth Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)              0.00           0.00
Period from
  April 15, 1994--
  October 31, 1994         0.00           0.00
International
  Growth Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)             (0.25)         (0.53)
Period from
  April 15, 1994--
  October 31, 1994         0.00           0.00
Asian Growth Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)             (0.01)          0.00
Period from
  April 15, 1994--
  October 31, 1994         0.00           0.00

+The Company commenced offering Adviser Class shares on April 15, 1994. Prior
to that date, the Company offered only Select Class shares.

*Annualized for periods less than one year.

Per share data calculated using weighted average of shares outstanding during
the period.

The Government Fund, Growth Fund, Small Company Growth Fund and Asian Growth
Fund commenced operations on January 2, 1994.

Additional information about the performance of Aetna Series Fund, Inc. is
contained in the Annual Report dated October 31, 1994. The Report is
incorporated herein by reference and is available, without charge, by writing
to the Company at the address listed on the cover of this Prospectus or by
calling 1-800-367-7732.

<PAGE>
   
<TABLE>
<CAPTION>
                                                                                              Ratio
                                                                                                of
                                                                                               Net
                                                                                 Ratio of  Investment
                                                                                   Net        Income
                                                                                Investment    Before
                                                       Ratio of     Ratio of      Expense  Reimburse-
                                                         Total         Net        Before       ment
                         Net                            Invest-      Invest-    Reimburse-     and
Distributions   Return  Asset            Net Assets      ment         ment         ment       Waiver
    from          of    Value              End of      Expenses     Income to   and Waiver      to
  Realized     Capital   End               Period     to Average     Average    to Average   Average
   Gain on     Distri-    of    Total       (in           Net          Net          Net        Net   Portfolio
 Investments    bution Period   Return   thousands)     Assets*      Assets*      Assets*    Assets*  Turnover
 ------------  -------  -----   ------   -----------   ----------   ----------   ----------   -------  -------
    <S>         <C>    <C>      <C>       <C>            <C>          <C>          <C>        <C>       <C>
    $0.00       $0.00  $11.78     6.71%   $ 1,166        1.77%         1.40%       1.77%       1.40%     78.63%
     0.00        0.00   11.08     3.71%     5,740        2.32%         1.74%       2.42%       1.65%     54.13%
     0.00        0.00   11.45     7.43%       944        1.97%        (0.51)%      2.02%      (0.57)%    63.90%
     0.00        0.00   10.74     4.58%       417        1.72%        (0.25)%      2.17%      (0.71)%   120.32%
     0.00        0.00   11.36     9.86%       581        2.44%        (0.87)%      2.18%      (0.92)%    64.45%
     0.00        0.00   10.35     0.98%       205        1.78%        (0.72)%      2.14%      (1.07)%   116.28%
     0.00        0.00   10.31    (3.59)%   28,590        2.29%        (0.48)%      2.30%      (0.56)%    21.51%
     0.00        0.00   11.51     2.40%    26,647        2.27%         0.17%       2.41%       0.02%     81.67%
     0.00        0.00    7.78   (17.63)%      418        2.82%        (0.08)%      2.90%      (0.69)%    29.97%
     0.00        0.00    9.46    10.51%       314        1.42%        (0.24)%      1.73%      (0.55)%    65.50%
</TABLE>
    

<PAGE>
Description of the Funds

Each Fund has an investment objective which is a fundamental policy and may
not be changed without the vote of a majority of the holders of that Fund's
outstanding shares. There can be no assurance that the Funds will meet their
investment objectives. Each Fund is subject to investment restrictions
described in this Prospectus and in the SAI, some of which are fundamental
policies. No fundamental investment policy may be changed without shareholder
approval.

   
A glossary describing various investment terms relating to securities that
may be held by the Funds starts on page 43.
    

Aetna Money Market Fund

Investment Objective   The Money Market Fund seeks to provide high current
return, consistent with preservation of capital and liquidity, through
investment in high-quality money market instruments.

Description of
Money Market
Fund

Investment Policy   The Money Market Fund invests in U.S. Treasury bills,
notes and bonds; obligations of agencies and instrumentalities of the U.S.
Government; obligations of domestic banks and U.S. dollar denominated
obligations of foreign banks (providing the issuing bank has reported assets
in excess of $5 billion and meets strict capital and profitability criteria),
finance company commercial paper, corporate commercial paper (including
variable-rate instruments), discounted notes of domestic banks, domestic
banker's acceptances eligible for discounting at the Federal Reserve, Yankee
certificates of deposit, Yankee commercial paper, Eurodollar securities,
repurchase agreements, corporate bonds and notes and other debt instruments.
The Fund may purchase securities on a when-issued or delayed-delivery basis.
All investments will have a maturity at the time of purchase, as defined
under the federal securities laws, of 397 days or less. Any foreign
securities or obligations will be U.S. dollar denominated.

The Money Market Fund will invest at least 95% of its total assets in
high-quality securities. High-quality securities are those receiving the
highest credit rating by any two rating agencies (or one, if only one rating
agency has rated the security). High-quality securities may also include
unrated securities if the Investment Adviser determines the security to be of
comparable quality. The remainder of the Money Market Fund's assets will be
invested in securities rated within the two highest rating categories by any
two rating agencies (or one, if only one rating agency has rated the
security) and unrated securities if the Investment Adviser determines the
security to be of comparable quality. With respect to these securities, the
Money Market Fund will not invest more than the greater of 1% of the market
value of its total assets or $1 million in the securities or obligations of
any one issuer.

<PAGE>
The Money Market Fund will use nationally recognized rating agencies such as
Standard & Poor's Corporation ("Standard & Poor's") and Moody's Investors
Service, Inc. ("Moody's") when determining security credit ratings. All
investments will be determined to present minimal credit risks.

The Money Market Fund's dollar weighted average maturity will not exceed 90
days. Although the Investment Adviser will use its best efforts to maintain a
constant net asset value of $1.00 per share, there can be no assurance that
the net asset value will not vary.

Aetna Government Fund

Description of
Government
Fund

Investment Objective   The Government Fund seeks to provide income consistent
with the preservation of capital through investment in securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities.

Investment Policy   The Government Fund invests at least 65% of its assets in
direct obligations of the U.S. Government, such as treasury bills, notes and
bonds which are backed by the full faith and credit of the United States, or
in indirect obligations of the U.S. Government, such as notes and bonds which
are guaranteed by agencies and instrumentalities of the U.S. Government.
Securities of such agencies and instrumentalities are backed by either the
full faith and credit of the U.S. Treasury, the right of the issuer to borrow
from the U.S. Treasury, or the credit of the agency or instrumentality. Such
agencies and instrumentalities include, but are not limited to, the
Government National Mortgage Association ("GNMA"), the Federal National
Mortgage Association ("FNMA"), the Federal Home Loan Mortgage Corporation
("FHLMC") and the Student Loan Marketing Association ("SLMA").

The Government Fund may also invest in repurchase agreements collateralized
by U.S. Government agency securities, STRIPs, zero coupon bonds and options
and futures contracts.

Aetna Bond Fund

Investment Objective   The Bond Fund seeks to provide high total return
(i.e., income and capital appreciation), consistent with reasonable risk,
primarily through investment in a diversified portfolio of high-quality
corporate bonds and securities issued or guaranteed by the U.S. Government,
its agencies or instrumentalities.

Description of
Bond Fund

Investment Policy   The Bond Fund will normally invest at least 65% of its
total assets in high-quality corporate bonds, mortgage-related and other
asset-backed and debt securities, and securities issued or guaranteed by the
U.S. Government, its agencies and instrumentalities. Such securities will be
rated AA or above by Standard & Poor's, Aa or above by Moody's, similarly
rated by other nationally recognized

<PAGE>
statistical rating organizations, or be considered by the Investment Adviser
to be of comparable quality. The Fund will not target any given maturity,
thus giving it flexibility to invest in short and long-term securities as
market conditions change. The Bond Fund may also invest in repurchase
agreements, equity securities (not to exceed 5% of total assets) and
securities issued by any foreign corporation or instrumentality or political
subdivision of foreign governments (not to exceed 25% of total assets). The
Bond Fund may also purchase securities on a when-issued or delayed-delivery
basis.

Additionally, the Bond Fund may invest in commercial paper and other
short-term investments, including variable-rate instruments, all having a
maturity of less than one year, and in debt securities with equity features,
convertibles, and straight debt securities.

The Bond Fund may invest up to 15% of its total assets in high risk
high-yield securities or "junk bonds" (securities rated BB/Ba or below, or if
unrated, considered by the Investment Adviser to be of comparable quality).
This will limit the Fund's ability to earn a higher return which may be
associated with high risk, non-investment grade securities. See "Risk Factors
and Other Considerations" for further information.

As of October 31, 1994, the weighted average distribution of bonds in the
Bond Fund based on Standard & Poor's and Moody's bond ratings was 58% in AAA,
12% in AA, 11% in A, 7% in BBB, 4% in BB, 3% in B and 5% in unrated bonds.

The Aetna Fund

Description of
the Aetna Fund

Investment Objective   The Aetna Fund seeks to maximize total return with
reasonable safety of principal by investing in a diversified portfolio of
stocks, bonds and money market instruments. The Aetna Fund may involve less
investment risk than a portfolio consisting entirely of common stocks.

Investment Policy   The Aetna Fund will allocate its assets 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, in proportions that reflect the anticipated returns and risks of
each asset class.

The Aetna Fund will not invest more than 15% of the total value of its assets
in high risk, high-yield securities, or "junk bonds." It may buy and sell
listed covered put and call options and stock index futures contracts and
related options. The Aetna Fund may also purchase securities on a when-issued
or delayed-delivery basis.

The Investment Adviser employs current market statistics and economic
indicators to forecast returns for each sector of the securities market for
the Aetna Fund. These calculations provide a disciplined

<PAGE>
framework for assessing the relative attractiveness of stocks, bonds, and
cash equivalents. The Investment Adviser uses proprietary computer programs
to help calculate the optimal asset exposure over specified time periods for
the Aetna Fund.

Special Considerations   Investors should be aware that the investment
results of the Aetna 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 Aetna Fund's performance
would suffer if a major portion of its assets were allocated to stocks in a
declining market or, similarly, if a major portion of its assets were
allocated to bonds at a time of adverse interest rate movement.

Aetna Growth and Income Fund

Description of
Growth and
Income Fund

Investment Objectives   The Growth and Income Fund seeks long-term growth of
capital and income through investment in a diversified portfolio primarily of
common stocks and securities convertible into common stocks believed to offer
above-average growth potential.

Investment Policies   The Growth and Income Fund is expected to invest
primarily in common stocks which have significant potential for capital or
income growth. It may also invest in convertible and nonconvertible preferred
stocks, debt securities, rights and warrants.

Additionally, the Growth and Income Fund may lend portfolio securities, write
and buy listed covered call options and buy and sell listed covered put
options and stock index futures and options. The Growth and Income Fund may
also enter into repurchase agreements with domestic banks and broker dealers,
invest up to 25% of its assets in foreign securities, engage in currency
hedging and purchase securities on a when-issued or delayed-delivery basis.
The Growth and Income Fund will not invest more than 15% of the total value
of its assets in high risk, high-yield securities or "junk bonds."

Aetna Growth Fund

Description of
Growth Fund

Investment Objective   The Growth Fund seeks growth of capital through
investment in a diversified portfolio primarily of common stocks and
securities convertible into common stocks believed to offer growth potential.

Investment Policy   The Growth Fund will normally invest at least 65% of its
total assets in common stocks which have potential for capital growth. It may
also invest in convertible and non-convertible preferred stocks.

<PAGE>
Additionally, the Growth Fund may lend portfolio securities, buy and sell put
and call options, and stock index futures and options. The Growth Fund may
also enter into repurchase agreements, invest up to 25% of its assets in
foreign securities, engage in currency hedging and purchase securities on a
when-issued, delayed delivery or forward commitment basis. The Growth Fund
will not invest more than 15% of the total value of its assets in high risk,
high-yield securities or "junk bonds."

Investments of the Growth Fund are selected with the assistance of
computer-aided quantitative analysis and research. However, the Fund's
investments are not solely driven by quantitative techniques and asset
allocation decisions will always remain at the discretion of the Investment
Adviser.

Aetna Small Company Growth Fund

Investment Objective   The Small Company Growth Fund seeks growth of capital
primarily through investment in a diversified portfolio of common stocks and
securities convertible into common stocks of companies with smaller market
capitalizations.

Description of
Small Company
Growth Fund

Investment Policy   The Small Company Growth Fund will normally invest at
least 65% of its total assets in the common stock of companies with equity
market capitalizations at the time of purchase of $1 billion or less. The
Small Company Growth Fund may also invest in convertible and non-convertible
stocks.

Additionally, the Small Company Growth Fund may lend portfolio securities,
buy and sell put and call options and stock index futures and options. The
Small Company Growth Fund may also enter into repurchase agreements, invest
up to 25% of its assets in foreign securities, engage in currency hedging and
purchase securities on a whenissued, delayed delivery or forward commitment
basis. The Small Company Growth Fund will not invest more than 15% of the
total value of its assets in high risk, high-yield securities or "junk
bonds."

Investments for the Small Company Growth Fund are selected with the
assistance of computer-aided quantitative analysis and research. However, the
Fund's investments are not solely driven by quantitative techniques and asset
allocation decisions will remain at the discretion of the Investment Adviser.

Aetna International Growth Fund

Investment Objective   The International Growth Fund seeks long-term capital
growth primarily through investment in a diversified portfolio of common
stocks principally traded in countries outside of North America. The
International Growth Fund will not target any given level of current income.

<PAGE>
Description of
International
Growth Fund

Investment Policy   The International Growth Fund will invest at least 65% of
its total assets among securities principally traded in three or more
countries including Australia, Austria, Belgium, Denmark, Finland, France,
Germany, Hong Kong, Indonesia, Italy, Japan, Korea, Luxembourg, Malaysia, New
Zealand, the Netherlands, Norway, the Philippines, Singapore, Spain, Sweden,
Switzerland, Taiwan, Thailand, and the United Kingdom.

The International Growth Fund will invest primarily in equity securities but
may invest in convertible and preferred stocks. Further, from time to time
the International Growth Fund may hold up to 10% of its total assets in
long-term debt securities with an equivalent Standard & Poor's or Moody's
rating of AA/Aa or above.

The International Growth Fund may enter into forward foreign exchange
contracts or purchase financial futures or options (including options on
futures) as a means to moderate the impact of foreign currency fluctuations.
It may also purchase securities on a when-issued or delayed-delivery basis.

Aetna Asian Growth Fund

Description of
Asian Growth
Fund

On September 29, 1995, the Board of Directors of the Company adopted a Plan
of Reorganization and Liquidation on behalf of the Aetna Asian Growth Fund
(the "Plan"). If the Plan is approved by the Asian Growth Fund shareholders,
the Aetna International Growth Fund would acquire all of the assets of the
Asian Growth Fund, the shareholders of the Asian Growth Fund would become
shareholders of the International Growth Fund, and the Asian Growth Fund
would be liquidated.

Investment Objective   The Asian Growth Fund seeks long-term growth of
capital primarily through investment in a diversified portfolio of common
stocks principally traded in countries in Asia excluding Japan. The Asian
Growth Fund will not target any given level of current income.

Investment Policy   The Asian Growth Fund will invest at least 65% of its
total assets among securities principally traded in China, Hong Kong, India,
Indonesia, Malaysia, Pakistan, the Philippines, Singapore, South Korea, Sri
Lanka, Taiwan, and Thailand.

The Asian Growth Fund will invest primarily in equity securities but may
invest in convertible and preferred stocks. In addition, the Asian Growth
Fund may invest up to 10% of its assets in long-term debt securities if the
Investment Adviser believes they will provide superior returns to common
stocks. The Asian Growth Fund may also enter into forward foreign exchange
contracts and purchase financial futures or options, and purchase securities
on a when-issued or delayed-delivery basis.

<PAGE>
Special Considerations for International Investors   In the last 30 years,
foreign economic growth has frequently outpaced that of the United States and
returns from foreign equity investments have often exceeded those on
comparable U.S. securities. The Investment Adviser believes that investment
in foreign securities offers significant potential for long-term capital
appreciation and affords substantial opportunities for investment
diversification.

However, investments in securities of foreign companies and in securities
denominated in foreign currencies involve additional risks not present in
U.S. securities. Please refer to "Risk Factors and Other Considerations"
below for further information.

Risk Factors and Other Considerations

General Considerations   The different types of securities purchased and
investment techniques used by a Fund involve varying amounts of risk. For
example, equity securities are subject to a decline in the stock market or in
the value of the company and preferred stocks have price risk and some
interest rate and credit risk. The value of debt securities may be affected
by changes in general interest rates and in the creditworthiness of the
issuer. Debt securities with longer maturities (for example, over ten years)
are more affected by changes in interest rates and provide less price
stability than securities with short term maturities (for example, one to ten
years). Also, on each debt security, there is a risk of principal and
interest default which will be greater with higher-yielding, lower-grade
securities. High risk, high-yield securities ("junk bonds") may provide a
higher return but with added risk. In addition, foreign securities have
currency risk.

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 Funds, excluding the Money Market Fund, do
not intend to make a general practice of short-term trading. It is
anticipated that under normal market conditions the average annual portfolio
turnover rates will not exceed 100% for each of the Funds.

A high turnover rate will result in increased brokerage commissions and may
increase taxable capital gains. Please see "Taxes" for further information.

Cash or Cash Equivalents   All Funds reserve the right to temporarily depart
from their investment objective by investing up to 100% of their assets in
cash or cash equivalents to defend against potential market decline. Such
cash equivalents will be the same type of instruments invested in by the
Money Market Fund.

All the Funds may use the following:

Derivatives   In order to manage its exposure to changing interest rates,
securities prices and currency exchange rates, or to increase its

<PAGE>
investment return, a Fund may engage in hedging and other strategies using
derivatives. A derivative is a financial instrument whose value depends on
(or "derives" from) the value of an underlying asset, such as a security,
interest rate, currency rate or index. Derivatives which may be used in the
Funds include forward contracts, swaps, structured notes, collateralized
mortgage obligations ("CMOs"), futures and options (see below). The risks
involved in using derivatives include the risk that the derivative may
experience greater price swings than other securities and may be less liquid
than other securities. Leveraged derivatives involve borrowing. The Funds may
use derivatives as a hedge against foreign currency, equity market or
interest rate risk, or to gain additional exposure to certain markets for
investment purposes, within the limitations set forth below. In addition,
they may be used to enhance a Fund's yield. For purposes other than hedging,
a Fund will invest no more than 5% of its assets in derivatives which at the
time of purchase are considered by management to involve high risk to the
Fund, such as inverse floaters, interest only ("IO") and principal only
("PO") debt instruments. Each Fund (except the Money Market Fund) may invest
up to 30% of its assets in lower risk derivatives for hedging purposes.

Borrowing   Each Fund may borrow up to 5% of the value of its total assets
from a bank for temporary or emergency purposes. The Funds do not intend to
borrow for other purposes, except that they may invest in leveraged
derivatives which have certain risks as outlined above.

Repurchase Agreements   Under a repurchase agreement, a 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.

The Funds may enter into 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, a 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
a Fund to liquidate the collateral may be delayed or limited.

The Company's Board of Directors has established credit standards for issuers
of repurchase agreements entered into by a Fund.

Asset-Backed Securities   Each Fund may purchase securities collateralized by
a specified pool of assets, including, but not limited to, automobile loans,
computer leases, boat loans, home equity loans, mobile home loans,
recreational vehicles or credit card receivables.

<PAGE>
These securities are subject to prepayment risk. In periods of declining
interest rates, reinvestment would thus be made at lower and less attractive
rates.

Bank Obligations   Each Fund may invest in obligations issued by domestic
banks or foreign banks (including bankers' acceptances, time deposits and
certificates of deposit) provided the issuing bank has a minimum of $5
billion in assets and a primary capital ratio of at least 4.25%.

Illiquid and Restricted Securities   Each Fund may invest up to 15% of its
total assets in illiquid securities (10% in the case of the Money Market
Fund). Illiquid securities are securities that are not readily marketable or
cannot be disposed of within seven days in the ordinary course of business
without taking a materially reduced price. In addition, a Fund may invest in
securities that are subject to legal or contractual restrictions as to
resale, including securities purchased under Rule 144A and Section 4(2) of
the Securities Act of 1933. The Board of Directors has established a policy
to determine the liquidity of such securities.

Foreign Securities   The purchase of foreign securities may involve certain
additional risks. Such risks include: currency fluctuations and related
currency conversion costs; less liquidity; price or income volatility; less
government supervision and regulation of foreign stock exchanges, 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.

All Funds except the Money Market Fund
may also use the following:

Futures Contracts   A Fund may enter into futures contracts or options on
futures to manage the risk of changes in interest rates, equity prices,
currency exchange rates or in anticipation of future purchases or sales of
securities.

Certain risks are involved in futures contracts, including but not limited
to: no assurance that transactions in futures contracts can be effected at
favorable prices; possible reduction in a Fund's total return and yield;
possible reduction in value of the futures instrument; the inability of a
Fund to limit losses by closing its position due to

<PAGE>
lack of a liquid secondary market or due to daily limits of price
fluctuation; imperfect correlation between the value of the futures contracts
and the related securities; and potential losses in excess of the amount
invested in the futures contracts themselves.

The use of futures involves a high degree of leverage because of the low
margin requirements. As a result, small price movements in futures contracts
may result in immediate and potentially unlimited losses or gains to a 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.

Options   Options are used to minimize principal fluctuation or to generate
additional premium income but they do involve risks. Writing call options,
for example, involves the risk of not being able to effect closing
transactions at favorable prices or to participate in the appreciation of the
underlying securities. Purchasing put options involves the risk of losing the
entire purchase price of the option.

All Funds except the Money Market Fund,
Government Fund, International Growth Fund
and Asian Growth Fund may also use the following:

High-Yield Securities   A Fund may invest in high risk, high-yield
securities, often called "junk bonds." These securities are rated BB/Ba or
below, or, if unrated, are considered by the Investment Adviser to be of
comparable quality. The Funds will not invest in high-yield securities rated
below B (securities with the capacity to meet interest and principal payments
but with greater vulnerability to default). These 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.

Although junk bonds are high risk investments, the Investment Adviser may
purchase these securities if they are thought to offer good value. This may
happen if, for example, the rating agencies have, in the Investment Adviser's
opinion, misclassified the bonds or overlooked the potential for the issuer's
enhanced creditworthiness.

The Government Fund,
Bond Fund and Aetna Fund
may also use the following:

Mortgage-Backed Securities   A 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 instrumental-

<PAGE>
ity of the U.S. Government such as the GNMA, the FHLMC and the FNMA. These
securities represent part ownership of a pool of mortgage loans where
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. A Fund may also invest
in private mortgage pass-through securities backed by pools of conventional
fixed-rate or adjustable-rate mortgage loans. In addition, a Fund may invest
in CMOs and securities issued by real estate mortgage investment conduits
("REMICs"). Mortgage-backed securities are also subject to the same
prepayment risk as asset-backed securities.

The Aetna Fund, Growth and Income Fund,
Growth Fund and Small Company Growth Fund
may also use the following:

Small Capitalization Companies   These companies may be in an early
developmental stage or older companies entering a new stage of growth due to
management changes, new technology, products or markets. They may also be
undervalued due to poor economic conditions, market decline or actual or
anticipated unfavorable developments affecting the issuer of the security or
its industry.

Securities of small capitalization companies tend to offer greater potential
for growth than securities of larger, more established issuers but there are
additional risks associated with them. These risks include: limited
marketability; more abrupt or erratic market movements than securities of
larger capitalization companies; and less publicly available information
about the issuer. In addition, these companies may be dependent on relatively
few products or services, have limited financial resources and lack of
management depth, and may have less of a track record or historical pattern
of performance.

Investment Restrictions

A Fund will not concentrate its investments in any one industry except that a
Fund may invest up to 25% of its total assets in securities issued by
companies principally engaged in any one industry. For purposes of this
restriction, finance companies will be classified as separate industries
according to the end users of their services, such as automobile finance,
computer finance and consumer finance. This limitation will not apply to
securities issued or guaranteed by the U.S. Government, its agencies and
instrumentalities and in the case of the Money Market Fund, to securities
invested in, or repurchase agreements for, U.S. Government securities, and
certificates of deposit, bankers' acceptances, or securities of banks and
bank holding companies. Also, a Fund will not invest more than 5% of its
total assets in the securities of any one issuer (excluding securities issued
or guaran-

<PAGE>
teed by the U.S. Government, its agencies or instrumentalities) or purchase
more than 10% of the outstanding voting securities of any one issuer. This
restriction applies only to 75% of a Fund's total assets. See the SAI for
additional restrictions.

Shareholder Services

The Company offers several services to its Fund shareholders. These may be
selected on the Application.

These services may not be available through employer-sponsored retirement
plans. For information on services that are available under
employer-sponsored retirement plans, such as 401(k) plans, please refer to
your enrollment materials. The specific provisions of your plan will govern
the investment options and services available to you.

Shareholder Inquiries   If you have any questions about the Funds or the
shareholder services described below, please call your representative or
1-800-367-7732.

How to Purchase Shares   Adviser Class shares may be purchased directly from
the Company, through a registered representative of a broker-dealer
affiliated with the Company, through a registered representative of an
unaffiliated broker-dealer, or through an employer-sponsored retirement plan
(if you are purchasing through such a plan, please refer to your enrollment
materials).

How to Open an Account   To open an account, please complete and submit an
Application with the amount to be invested. You may open an account with a
minimum investment of $1,000 or $500 for IRAs. Minimum investments may be
waived if an investment is made through exchange of the entire amount
invested in another Fund. Minimums may also be waived for certain
circumstances such as for persons investing through certain benefit plans,
insurance settlement options or by systematic investments. (Please refer to
"Other Features--Systematic Investment.")

Crediting of Shares   If Firstar Trust Company (the transfer agent) receives
a completed and signed Application, accompanied by a check in payment for the
shares, at its Milwaukee offices prior to 4:00 p.m. Eastern time on any day
that the New York Stock Exchange is open for business (Business Day), the
Adviser Class shares will be purchased at the net asset value determined as
of 4:15 p.m. on that date. Orders received after 4:00 p.m. will be processed
at the net asset value determined on the following Business Day. For
investors purchasing shares in connection with retirement plans offered by
certain institutions (Institutions) under Section 401 of the Internal Revenue
Code, shares will be purchased at the next price

<PAGE>
calculated on a day the NYSE is open provided that the Institution receives
the investor's request before the time specified by such Institution.
Investors participating in such a plan should refer to their enrollment
materials for a discussion of any specific instructions on the timing or
restrictions on the purchase of shares. Please refer to "Net Asset Value" for
information on how the Funds are valued.

No initial sales charge is imposed at the time of purchase. A CDSC is
imposed, however, on certain redemptions of Adviser Class shares. See "Fees
and Charges--Contingent Deferred Sales Charge" which describes the CDSC in
greater detail.

Once you have opened an account in a Fund, additional investments may be made
by mail ($100 minimum), wire transfer ($500 minimum) or exchange from the
same class of another Fund in the Aetna Series Fund, Inc.

All checks must be drawn on a bank located within the United States and
payable in U.S. dollars.

You can
purchase by
mail

Purchase by Mail   To purchase shares by mail, please complete and sign the
Application, make a check payable to the Aetna Series Fund, Inc. and return
both to your agent or representative.

You can make additional investments to your accounts by using the investment
stubs from your confirmation statements or by letter. Your letter should
indicate your name, account numbers, the Adviser Class shares of which Funds
you wish to invest in, and the amount to be invested. Letters should be
mailed to the transfer agent as follows:

    Aetna Series Fund, Inc.
    c/o Mutual Fund Services, 3rd Floor,
    P.O. Box 701,
    Milwaukee, WI 53201-0701.

When opening an account, your check should be made payable to Aetna Series
Fund, Inc. or Firstar Trust Company. Cash, credit cards and third party
checks cannot be used to open an account. Firstar will accept checks for
subsequent purchases which are made payable to the account owner(s).

You can
purchase by
wire, electronic
funds transfer
or exchange

Purchase by Wire   If you have an account in a Fund, you may purchase
additional Adviser Class shares of a Fund through a wire transfer. For
federal funds wire instructions, please call 1-800-367-7732. Federal funds
wire purchase orders will be accepted only when the Fund and custodian bank
are open for business.

Purchase by Electronic Funds Transfer   Once an account has been established
in any of the Funds, you may wish to make additional purchases of Adviser
Class shares by using Electronic Funds Transfer ("EFT") facilities under the
Systematic Investment feature. EFT will allow you to transfer money between a
bank account and a specific

<PAGE>
Fund. The appropriate election must be made on the Application to authorize
this option.

Purchase by Exchange   You may open an account or purchase additional shares
by making an exchange between Adviser Class shares of Aetna Series Fund, Inc.
without charge. See "Other Features" for automatic exchange privileges. An
exchange may be made by submitting a letter requesting the exchange and
specifying the name and account number of your current Fund account, the name
of the Fund you wish to exchange into, the amount to be exchanged, and the
signatures of all shareholders. Send your request to the transfer agent as
follows:

    Aetna Series Fund, Inc.
    c/o Mutual Fund Services, 3rd Floor
    P.O. Box 701
    Milwaukee, WI 53201-0701

You may exchange your Adviser Class shares by calling
1-800-367-7732. Please provide the Fund names, account number, your Social
Security number or taxpayer identification number, account address and the
amount to be exchanged. Requests received prior to 4:00 p.m. Eastern time
will be processed that business day.

You should carefully consider the following before making an exchange:

(bullet)  Each exchange may result in a gain or loss and is treated as a sale
          and as a purchase of shares for tax purposes.

(bullet)  An exchange which represents an initial investment in a Fund must
          meet the minimum investment requirements.

(bullet)  The shares received in an exchange must be identically registered.
          A letter with signature guarantees must accompany any exchange
          request to transfer shares into a Fund account that is not
          registered identically to the transferring Fund account.

(bullet)  Following an investment in a Fund, there is a required eight-day
          holding period before those shares can be exchanged.

There is currently no limit on the number of exchanges. However, each Fund
reserves the right to temporarily or permanently terminate the exchange
privilege for any person who makes more than five exchanges out of a Fund per
calendar year. In addition, each Fund reserves the right to refuse exchange
purchases by any person or group if, in the Investment Adviser's judgment,
that Fund would be unable to invest effectively in accordance with its
investment objective as a result of such exchange. Each Fund also reserves
the right to revise the exchange privilege at any time.

You automatically receive telephone exchange privileges when you establish
your account. If you do not want telephone exchange

<PAGE>
privileges, write to the transfer agent at the above address or call
1-800-367-7732. The Funds will employ reasonable procedures to confirm that
instructions received are genuine. If the Funds do not follow those
procedures, they may be liable for any losses due to unauthorized or
fraudulent instructions. For your protection, all telephone exchange
transactions will be recorded, and you will be asked for certain identifying
information.

Your distribution
option can be
changed at any
time by calling
1-800-367-7732

Distribution Options   When completing an Application, you must select one of 
the following options:

(bullet)  Full Reinvestment--Both dividends and capital gains distributions
          from a Fund will be reinvested in additional Adviser Class shares
          of that Fund. This option will be selected automatically unless one
          of the other options is specified. (Please refer to "Fund
          Distributions".)

(bullet)  Or . . . Capital Gains Reinvestment--Capital gains distributions
          from a Fund will be reinvested in additional Adviser Class shares
          of that Fund and all net income dividends will be distributed in
          cash.

(bullet)  Or . . . All Cash--Dividends and capital gains distributions will
          be paid in cash.

If a cash distribution option is selected, you can elect to have
distributions automatically invested in Adviser Class shares of another Fund
of Aetna Series Fund, Inc.

How to Redeem Shares   To redeem all or a portion of the Adviser Class shares
in your account, a redemption request should be submitted as described below.
Shares will be redeemed at the net asset value next determined after receipt
of the redemption request by the transfer agent. Redemptions received by 4:00
p.m. Eastern time will be processed at the net asset value determined as of
4:15 p.m. on that date if all required documentation is received by the
transfer agent by 4:00 p.m. Redemption requests received after 4:00 p.m. will
be processed at the net asset value determined on the following business day.
Redemptions may be subject to a contingent deferred sales charge. See Fees
and Charges for more information.

For help with
redemptions
call your agent
or representative
or 1-800-367-7732

Redeem by Mail   Shares of any Fund may be redeemed by sending a letter of
instruction to the transfer agent identifying the Fund, the number of shares
or dollar amount to be redeemed, your name and the Fund account number. The
letter of instruction must be signed by all person(s) required to sign for
the Fund account, exactly as it is registered, and accompanied by a signature
guarantee(s). Certain nonindividual shareholders may also be required to
furnish copies of a corporate resolution, trust document or other supporting
documents.

<PAGE>
Once shares are redeemed, the relevant Fund will normally send the proceeds
of such redemption within one or two business days. However, if making
immediate payment could adversely affect a Fund, the Fund may defer
distribution for up to seven days or the maximum period allowed by law, if
shorter. Also, a Fund will hold payment of redemption proceeds until a
purchase check or systematic investment clears, which may take up to 12
calendar days. The Fund(s) may suspend redemptions or postpone payments when
the New York Stock Exchange is closed or when trading is restricted for any
reason other than its customary weekend or holiday closings, or under any
emergency circumstances as determined by the Commission.

Redeem by Wire   Redemption proceeds will be transferred by wire to your
designated bank account if federal funds wire instructions are provided with
your signature guaranteed letter of redemption. A $7.50 fee will be charged
for this service. A minimum redemption of $1,000 is required for wire
transfers.

Signature Guarantee   The Funds will waive the signature guarantee
requirement for redemption requests for amounts of $10,000 or less. However,
if you wish to have your redemption proceeds transferred by wire to your
designated bank account, paid to someone other than the shareholder of
record, or sent somewhere other than the shareholder address of record, you
must provide a signature guarantee with your written redemption instructions
regardless of the amount of redemption.

The Funds reserve the right to amend or discontinue this waiver of signature
guarantee policy at any time and establish other criteria for verifying
redemption request authenticity.

Any one of the following institutions may provide a signature guarantee: a
national or state bank (or savings bank in New York or Massachusetts only); a
trust company; a federal savings and loan association; or a member firm of
the New York, American, Boston, Midwest, or Pacific Stock Exchanges. Please
note that signature guarantees are not provided by notary publics.

Minimum Account Balance   To keep your account open, you must maintain a
minimum balance of $500 in each Fund account. If this minimum balance is not
maintained due to redemptions, the Fund reserves the right to redeem all of
your remaining shares in that account and mail the proceeds to you at the
address of record. Shares will be redeemed at net asset value on the day the
account is closed. The Fund will give you 60 days notice that such redemption
will occur unless you make an additional investment to increase the account
balance to the $500 minimum.

<PAGE>
Tax-Deferred Retirement Plans   Aetna Series Fund can be used for investment
by a variety of tax-deferred plans. These plans let you save for retirement
and can defer taxes on your investment income. Some of these plans are:

(bullet)  IRAs, available to individuals who work and their spouses.

(bullet)  401(k) Programs, available to corporations of all sizes to benefit
          their employees.

Information you
will receive

Shareholder Information   The transfer agent will maintain shareholder
accounts. A confirmation statement is sent to you and your agent or
representative after every transaction that affects your share balance or
account registration. A Form 1099 will also be sent each year by January 31.
You will also receive an annual and semiannual report of the Funds. The
transfer agent may charge you a fee for special reports such as an historical
transcript of your account.

Consolidated statements reflecting current account values and year-to-date
transactions will be sent each quarter. All accounts identified by the same
social security number and address will be consolidated. For example, you
could receive a Consolidated Statement showing your individual and IRA
accounts. Annual and semiannual reports will also be consolidated on this
basis. With the prior permission of the other shareholders involved, you have
the option of requesting that accounts controlled by those other shareholders
be shown on one Consolidated Statement. For example, information on your
individual account, your IRA, your spouse's individual account and your
spouse's IRA may be shown on the Consolidated Statement.

Other Features

A convenient way
to make regular
investments

Systematic Investment   The Systematic Investment feature, using the EFT
capability, allows you to make automatic monthly investments in any of the
Funds. You may select on the Application the amount of money to be moved and
the Fund(s) to be invested in. There is no minimum initial cash investment
required to open your account. However, the minimum monthly Systematic
Investment is $50 per Fund account. Your application must be received at
least 15 business days prior to the first EFT transaction. The Systematic
Investment feature and EFT capability will be terminated upon total
redemption of your account. Also, a Fund will hold payment of redemption
proceeds until a Systematic Investment has cleared, which may take up to 12
calendar days.

For more
information,
call your agent
or representative
or 1-800-367-7732

Automatic Cash Withdrawal Plan   The Automatic Cash Withdrawal Plan provides
a convenient way for you to receive a systematic distribution while
maintaining an investment in the Funds. The Automatic Cash Withdrawal Plan
permits you to have payments of $100 or more automatically transferred from
your account(s) in the Fund(s) to your desig-

<PAGE>
nated bank account on a monthly basis. In order to start this plan, you must
have a minimum balance of $10,000 in any Fund account utilizing this feature.
Your automatic cash withdrawals will be processed on a regular basis
beginning on or about the first day of the month. There may be tax
consequences associated with these transactions. Please consult your tax
adviser.

Checkwriting Service   Checkwriting is available with the Money Market Fund
and any applicable CDSC will be charged to your account. Checks must be for a
minimum of $250 and the checkwriting service may not be used for a complete
redemption of your account. If the amount of the check including any
applicable CDSC is greater than the value of your account, the check will be
returned unpaid. In addition, checks written against shares purchased by
check or Systematic Investment in the past 12 calendar days will be returned
unpaid due to uncollected funds. The option for this service is included on
the Application. All notices with respect to checks must be given to the
transfer agent. The checkwriting service is not available for IRAs or other
retirement accounts.

TDD Service   Firstar Trust Company, the transfer agent, offers
Telecommunication Device for the Deaf (TDD) services for hearing impaired
shareholders. The dedicated number for this service is 1-800-684-3416 and
appears on shareholder account statements.

Changes to Service   The Funds reserve the right to amend the shareholder
services or to change the terms or conditions.

Cross-Fund Investing

(bullet)  Dividend Investing--You may elect to have dividend and/or capital
          gains distributions automatically invested in one other Adviser
          Class Fund account.

(bullet)  Systematic Exchange--You may establish an automatic exchange of
          Adviser Class shares from one Fund account to another. The exchange
          will occur on or about the 15th day of each month and must be for a
          minimum of $50 per month. As this transaction is treated as an
          exchange, the policies related to the exchange privilege apply.
          Please read the "Shareholder Services--Purchase by Exchange"
          section carefully. There may be tax consequences associated with
          these exchanges. Please consult your tax advisor.

Cross-Fund Investing may only be made in a Fund account that has been
previously established with the Fund's minimum investment. To request either
or both of these features, please call your agent or representative, or call
1-800-367-7732.

<PAGE>
Fees and Charges

Shareholder Services Fee   Under a Shareholder Services Plan approved by the
Board of Directors, ALIAC is paid a service fee at an annual rate of 0.25%
(0.10% for the Money Market Fund) of the daily net assets of the Adviser
Class shares of each Fund. This fee is used as compensation for expenses
incurred in servicing shareholder accounts.
   
12b-1 Distribution Fee The Board of Directors and the Adviser Class shareholders
have approved a Distribution Plan under Rule 12b-1 of the Investment Company Act
of 1940 (the "1940 Act"). Under this plan ALIAC is paid a Rule 12b-1
distribution fee at an annual rate of 0.50% of the average daily net assets of
the Adviser Class shares of each Fund except the Money Market Fund.
    
The 12b-1 distribution fee may be used to cover expenses incurred in
promoting the sale of Adviser Class shares, including (i) costs of printing
and distributing each Funds' prospectus, SAI and sales literature to
prospective investors; (ii) payments to registered representatives and other
persons who provide support services in connection with the distribution of
shares; (iii) overhead and other ALIAC distribution related expenses; and
(iv) accruals for interest on the amount of the foregoing expenses that
exceed 12b-1 distribution fees and the CDSC received by ALIAC.

How we calculate
the deferred
sales charge

Contingent Deferred Sales Charge   You may buy Adviser Class shares of any
Fund without an initial sales charge. However, ALIAC will impose a contingent
deferred sales charge (CDSC) on certain Fund share redemptions.

There is no CDSC on redemptions of Adviser Class shares purchased through
reinvestment of dividends or capital gains distributions or shares purchased
more than four years prior to the redemption. Redemptions of Adviser Class
shares within four years of purchase are subject to a CDSC. The charge is
assessed on an amount equal to the lesser of the current market value or the
original cost of the shares being redeemed. The result is there is no sales
charge on increases in the net asset value of shares above the initial
purchase price. In addition, there is no CDSC on Money Market Fund
redemptions unless those shares were purchased through an exchange from
another Fund within four years prior to the redemption.
   
The CDSC is calculated by using the percentage shown below based on the time
invested:
    
 Redemption During             CDSC
 --------------------------   --------
1st year since purchase         1.00%
2nd year since purchase          .75%
3rd year since purchase          .50%
4th year since purchase          .25%
5th year and thereafter         None


<PAGE>
When you request a redemption of Adviser Class shares, to determine
whether the CDSC is applicable, the Company will assume that you are
redeeming shares not subject to the CDSC first. In determining the number of
years the shares have been held, each Fund will aggregate all purchases of
Adviser Class shares made during a month and consider them made on the first
day of the month.

   For example, assume that you have made purchase payments for Adviser Class
shares of a Fund of $2,000 annually for 2 years (total $4,000) and that the
value of your investment, including appreciation and reinvested
distributions, has grown to $5,200 in the third year. Since there is no CDSC
on appreciation or reinvested dividends, you could redeem $1,200 without
incurring a charge. For a redemption of $2,000, the first $1,200 would not be
subject to a CDSC, but the remaining $800 would be subject to the CDSC and
would be assumed to have come from your oldest purchase payment. Thus, a
0.50% CDSC would be imposed (for redemptions of shares in the third year
since purchase), for a total charge of $4.00.

   Because the CDSC is assessed on a fund-by-fund basis, shareholders who
contemplate a redemption and have invested in multiple Funds should consider
redeeming from the Fund that would produce the lowest CDSC.

Waivers of CDSC   The CDSC will be waived on (a) exchanges; (b) redemptions
of shares following the death or disability of the shareholder; (c)
redemptions of shares in connection with distributions and withdrawals from
retirement plans or IRAs; (d) redemptions of shares purchased by active or
retired employees of the Underwriter or affiliated companies; (e) redemptions
by shareholders with a current account balance of $1 million or more in the
account from which they wish to redeem; and (f) involuntary redemptions.

Management of the Funds

Directors   The business affairs of each Fund are managed under the direction
of the Board of Directors (Directors). The Directors set broad policies for
the Company and each Fund. Information about the Directors is found in the
SAI.

The Fund's
Investment
Adviser

Investment Adviser   ALIAC, the Investment Adviser for each Fund, is a
Connecticut corporation with its principal offices at 151 Farmington Avenue,
Hartford, Connecticut 06156. The Investment Adviser is registered with the
Commission as an investment adviser and in addition to managing the Funds,
provides investment advisory services to other investment companies and for
its general account, all of which together hold over $6 billion in assets.
The Investment Adviser is currently a wholly owned subsidiary of Aetna Life
and Casualty Company which, with affiliated

<PAGE>
companies, comprises one of the world's leading providers of insurance and
financial services.

Under an investment advisory agreement the Investment Adviser is, subject to
the supervision of the Directors, responsible for managing the assets of each
Fund in accordance with its investment objectives and policies.

The Investment Adviser furnishes all necessary facilities and pays the
salaries and other related costs of personnel engaged in providing investment
advice to the Company. It also pays salary, other fees and expenses for
Directors and officers of the Company who are employees or affiliated persons
of the Investment Adviser.

The Investment Adviser receives a monthly fee from each Fund at an annual
rate based on average daily net assets of each Fund as follows:

                                    Advisory
                                      Fees

                    Fee               Assets
 -------------   ----------   ------------------------
Money Market
  Fund             0.400%    On first $500 million
                   0.350%    On next $500 million
                   0.340%    On next $1 billion
                   0.330%    On next $1 billion
                   0.300%    Over $3 billion
 -------------   ----------   ------------------------
Government
  Fund             0.500%    On first $250 million
                   0.475%    On next $250 million
                   0.450%    On next $250 million
                   0.425%    On next $1.25 billion
                   0.400%    Over $2 billion
 -------------   ----------   ------------------------
Bond Fund          0.500%    On first $250 million
                   0.475%    On next $250 million
                   0.450%    On next $250 million
                   0.425%    On next $1.25 billion
                   0.400%    Over $2 billion
 -------------   ----------   ------------------------
Aetna Fund         0.800%    On first $500 million
                   0.750%    On next $500 million
                   0.700%    On next $1 billion
                   0.650%    Over $2 billion
 -------------   ----------   ------------------------
Growth and
  Income Fund      0.700%    On first $250 million
                   0.650%    On next $250 million
                   0.625%    On next $250 million
                   0.600%    On next $1.25 billion
                   0.550%    Over $2 billion
- -------------   ----------   ------------------------

<PAGE>

   
                    Fee               Assets
- -------------   ----------   ------------------------
Growth Fund        0.700%    On first $250 million
                   0.650%    On next $250 million
                   0.625%    On next $250 million
                   0.600%    On next $1.25 billion
                   0.550%    Over $2 billion
 -------------   ----------   ------------------------
Small Company
  Growth Fund      0.850%    On first $250 million
                   0.800%    On next $250 million
                   0.775%    On next $250 million
                   0.750%    On next $1.25 billion
                   0.725%    Over $2 billion
 -------------   ----------   ------------------------
International
  Growth Fund      0.850%    On first $250 million
                   0.800%    On next $250 million
                   0.775%    On next $250 million
                   0.750%    On next $1.25 billion
                   0.700%    Over $2 billion
 -------------   ----------   ------------------------
Asian Growth       1.000%    On first $250 million
                   0.875%    On next $250 million
                   0.850%    On next $250 million
                   0.825%    On next $1.25 billion
                   0.800%    Over $2 billion
    

The above investment advisory and administrative service fees, when taken
together, applicable to (before expense reimbursement) the Aetna Fund, Growth
and Income Fund, Growth Fund, Small Company Growth Fund, International Growth
Fund and Asian Growth Fund are higher than those charged by some other
investment advisers to other registered investment companies.

Sub-advisers
to Aetna Series
Fund, Inc.

Sub-Advisers The Investment Adviser has engaged Aeltus as the sub-adviser to the
Growth Fund and the Small Company Growth Fund. Aeltus Far East serves as the
sub-adviser to the Asian Growth Fund pending its merger with the International
Growth Fund. Aeltus is a Connecticut corporation located at 151 Farmington
Avenue, Hartford, Connecticut, 06156. Aeltus is a wholly owned subsidiary of
Aetna Life Insurance and Annuity Company which is in turn owned by Aetna. Aeltus
Far East has its principal place of business at 2 Pacific Place, 88 Queensway,
Hong Kong. The sub-adviser is registered as an investment adviser with the
Commission.

Under sub-advisory agreements with the Investment Adviser, the sub-advisers
are subject to the supervision of the Investment Adviser and the Directors,
and are responsible for managing the assets of each respective Fund in
accordance with its investment objective and policies. The sub-advisers pay
the salaries and other related costs of per-

<PAGE>
sonnel engaged in providing investment advice including office space,
facilities and equipment.

The Investment Adviser has overall responsibility for monitoring the
investment program maintained by the sub-advisers for compliance with
applicable laws and regulations and the respective Fund's investment
objective.

Administrator   ALIAC acts as administrator for each Fund and performs
certain administrative and internal accounting services, including
maintaining general ledger accounts, regulatory compliance, preparing
financial information for semiannual and annual reports, preparing
registration statements, calculating net asset values (except for the
International Growth and Asian Growth Funds), shareholder communications and
supervising the custodians and transfer agent.

For these services, each Fund pays ALIAC a monthly fee at an annual rate
based on average daily net assets of the Fund as follows: 0.25% on the first
$250 million, 0.24% on the next $250 million, 0.23% on the next $250 million,
0.22% on the next $250 million, 0.20% on the next $1 billion and 0.18% on
assets over $2.0 billion.

Principal Underwriter   ALIAC is the principal underwriter for the Company.
ALIAC may contract with various broker-dealers, including one or more
affiliates, for distribution of Adviser Class shares. ALIAC may also sell
shares of the Funds directly. ALIAC is paid an annual service fee and an
annual 12b-1 distribution fee with respect to Adviser Class shares for all
Funds (except the Money Market Fund). The fees are authorized under a
Shareholder Services Plan and a Distribution Plan (Plans) adopted by the
Board of Directors with respect to the Adviser Class shares of each Fund. See
"Fees and Charges" for more information.

Although it is anticipated that some promotional activities will be conducted
on a Company-wide basis, payments made by a Fund under the Distribution Plan
generally will be used to finance the distribution of shares of that Fund.
Expenses incurred in connection with Company-wide activities may be allocated
pro-rata among all Funds of the Company on the basis of their relative net
assets.

Payments under the Plans are not tied exclusively to the distribution and
shareholder service expenses actually incurred by ALIAC, and the payments may
exceed expenses actually incurred. The Company's Board of Directors evaluates
the appropriateness of the Plans and the payment terms on a continuing basis
and in doing so will consider all relevant factors, including expenses borne
by ALIAC and the amounts received under the Plans and the proceeds of the
CDSC.

On a quarterly basis, the Company's Board of Directors reviews a report on
expenditures under the Plans and the purposes for which

<PAGE>
those expenditures were made. The Directors conduct an additional, more
extensive review annually in determining whether the Plans will be continued.
By their terms, continuation of the Plans from year to year is contingent on
annual approval by a majority of the Company's Directors and by a majority of
the Directors who are not "interested persons" as defined in the 1940 Act,
and who have no direct or indirect financial interest in the operation of the
Plans or related agreements (the "Plan Directors"). The Distribution Plan may
be terminated by the Plan Directors or a majority of the outstanding shares
of the Funds. The Shareholder Services Plan may be terminated by the
Directors.

Transfer Agent   Firstar Trust Company acts as each Fund's transfer and
dividend-paying agent. Firstar is responsible for the issuance, transfer and
redemption of shares and the opening and maintenance of shareholder accounts.

Fund Expenses   Each Fund bears the costs of its operations. Expenses
directly attributable to a Fund are charged to that Fund. Some expenses are
allocated proportionately among all the Funds in relation to the net assets
of each Fund and some expenses are allocated equally to each Fund.

Portfolio Management

The following individuals are primarily responsible for the day-to-day
management of the Funds, as indicated below. All of the following individuals
may also decide as a group what strategy may benefit all of the Funds.

Money Market Fund, Government Fund and Bond Fund   Jeanne Wong-Boehm,
Managing Director, ALIAC. Ms. Wong-Boehm has been with ALIAC since 1982 and
has over 10 years of investment experience.

Aetna Fund   John Y. Kim, Chief Investment Officer, ALIAC. Mr. Kim joined
ALIAC in May 1994. Mr. Kim has over 10 years of investment management
experience with ALIAC, an affiliate of ALIAC, and Mitchell Hutchins
Institutional Investors, Inc.

Growth and Income Fund   Kevin M. Means, Portfolio Manager, ALIAC. Mr. Means
has over eight years investment management experience. Before joining ALIAC
in 1994 he was with INVESCO Capital Management, Inc. Vincent Fioramonti, who
is responsible for Hong Kong transactions for this Fund, has been with ALIAC
since 1994 and has over seven years of international investment experience.

Growth Fund   Peter B. Canoni, Managing Director, Aeltus. Mr. Canoni has been
with Aetna since 1980 and has over 20 years of investment experience.

<PAGE>
Small Company Growth Fund   Thomas DiBella, Investment Officer, Aeltus.
Before joining Aeltus, Mr. DiBella was Investment Officer at Bethlehem Steel
from 1989 to 1991. Mr. DiBella has over 10 years of investment experience.

International Growth Fund   Vince Fioramonti, Portfolio Manager, ALIAC. Mr.
Fioramonti is the lead portfolio manager for this Fund. He has been with
ALIAC since 1994 and has over seven years of international investment
experience. Kevin M. Means is co-manager for this Fund. Mr. Means has over
eight years investment management experience. Before joining ALIAC in 1994 he
was with INVESCO Capital Management, Inc.

Asian Growth Fund   Anna Tong, Managing Director, Aeltus Far East. Ms. Tong
has been with Aetna since 1985 and has over 10 years of Asian investment
experience.

Fund Distributions

How to receive
dividends

(bullet)  The Money Market Fund declares dividends daily and pays monthly.

(bullet)  The Government Fund and the Bond Fund declare and pay dividends
          monthly.

(bullet)  The Aetna Fund and the Growth and Income Fund declare and pay
          dividends semiannually.

(bullet)  The Growth Fund, Small Company Growth Fund, International Growth
          Fund and Asian Growth Fund declare and pay dividends annually.

(bullet)  All capital gains distributions, if any, are paid on an annual
          basis.

Income dividends are derived from investment income, including dividends,
interest, realized short-term capital gains, and certain foreign currency
gains received by a Fund. Capital gains distributions are derived from each
Fund's realized long-term capital gains. The per share dividends and
distributions on Adviser Class shares will be less than the per share
dividends and distributions of the Select Class as a result of the
distribution fees and service fees applicable to The Adviser Class.

Money Market Fund shares begin to accrue dividends the day after they are
purchased; a redemption will include dividends declared through the
redemption date.

Reinvestment of Income Dividends and Capital Gains Distributions

Unless you elect otherwise, as permitted in the Application, income dividends
and capital gains distributions with respect to a particular Fund will be
reinvested in additional Adviser Class shares of that Fund and will be
credited to your account at the next determined net asset value per share.
Both income dividends and capital gains distribu-

<PAGE>
tions are paid by a Fund on a per-share basis. As a result, at the time of
such payment, the net asset value per share of a Fund (except the Money
Market Fund) will be reduced by the amount of such payment.

If you wish to change the manner in which you receive income dividends and
capital gains distributions, your notification of such change must be
received by the transfer agent at least ten days before the next scheduled
distribution.

Net Asset Value

Pricing
your Fund

The net asset value per share ("NAV") of each Fund is determined as of
4:15 p.m. Eastern time on each day that the NYSE is open for trading. Except
for the Money Market Fund, the NAV is computed by dividing the total value of
a Fund's securities, plus any cash or other assets (including dividends
accrued but not collected) less all liabilities (including accrued expenses),
by the number of shares outstanding. Portfolio securities are valued
primarily on the basis of market quotations. All other assets, including
restricted securities and other securities for which market quotations are
not readily available, are valued at their fair value in such manner as may
be determined, from time to time, in good faith by, or under the authority
of, the Directors.

The Money Market Fund's portfolio securities are valued by the amortized cost
method of valuation. The Money Market Fund's use of amortized cost is part of
its effort to maintain a constant net asset value of $1.00 per share.

Taxes

Introduction   The tax information described below is only a summary of
federal income tax consequences and is based on tax laws and regulations in
effect as of the date of this Prospectus. Please refer to the SAI for a more
detailed discussion of federal income tax considerations. In addition to
federal taxes, you may be subject to state and local taxes and you should
discuss your individual tax situation with your tax advisor.

Form 1099-DIV
will be mailed
to you in January

Shareholder Distributions   Distributions of net long-term capital gains are
taxable to you as long-term capital gains regardless of the length of time
you have owned your shares. Distributions of net investment income and net
short-term capital gains are taxable to you as ordinary income. Depending on
a Fund's investments, part or all of ordinary income dividends could be
treated as: (1) "U.S. Government Interest Dividends" which are exempt from
state and local taxes or (2) "Qualifying Dividends" which for corporate
shareholders would qualify for the 70% dividends-received deduction Dividends
paid by the Government Fund may be U.S. Government Interest Dividends.

<PAGE>
Substantially all dividends paid by the Growth and Income Fund, and, to a
lesser degree, the Aetna Fund, the Growth Fund and the Small Company Growth
Fund will be Qualifying Dividends.

Investment income from foreign securities may be subject to foreign taxes
withheld at the source. It is impossible to determine the effective rate of
foreign tax in advance since the amount of a Fund's assets to be invested in
various countries is not known. The International Growth and Asian Growth
Funds may elect to "pass through" foreign taxes paid in order to permit
shareholders to claim a credit or deduction, if more than 50% of the value of
such Fund's assets at the close of a taxable year consist of stock or
securities of foreign corporations.

A Fund's distributions are taxable in the year they are received, whether you
take them in cash or reinvest them in additional shares. However,
distributions declared in December and paid in January are taxable as if paid
on December 31. Each Fund will send a statement to shareholders by January 31
indicating the tax status of distributions made during the previous year, and
any foreign taxes "passed-through" to shareholders.

Buying a Dividend   If you buy shares of a Fund (other than the Money Market
Fund) just before the ex-dividend date, you will be taxed on the entire
amount of the dividend received.

Share Redemptions   Any gain or loss realized when you redeem (sell) or
exchange shares of a Fund will be treated as a taxable long-term or
short-term capital gain or loss. Please see the SAI for information regarding
any limitation on deductibility of such losses.

Tax Withholding   When you fill out your Application, you will be asked to
certify that your Social Security or taxpayer identification number is
correct and that you are not subject to 31% backup withholding by the
Internal Revenue Service ("IRS"). If you are subject to backup withholding,
the IRS can require a Fund to withhold 31% of your taxable dividends, capital
gains distributions and redemptions.

General Information

Articles of Incorporation   The Company was incorporated under the laws of
Maryland on June 17, 1991. The Articles of Incorporation (Articles) provide
for the issuance of multiple series of shares each representing a portfolio
of investments with different investment objectives, policies and
restrictions. The Company currently offers 12 series or Funds. Nine of the
Funds are described in this Prospectus.

Share Classes   Each Fund offers shares of common stock currently classified
into two classes, Select Class shares and Adviser Class shares. Each class of
shares has the same rights, privileges and preferences, except with respect
to: (a) the effect of the respective sales

<PAGE>
charge, if any, for each class; (b) the distributions and/or service fees
borne by each class; (c) the expenses allocable exclusively to each class;
(d) voting rights on matters exclusively affecting a single class; and (e)
the exchange privilege of each class. The Board of Directors does not
anticipate that there will be any conflicts among the interests of the
holders of the different classes of shares of the Funds. The Directors
continue to consider whether any such conflicts exist and, if so, take
appropriate action.

The Company has obtained a ruling from the IRS with respect to the nine Funds
described in this Prospectus to the effect that differing distributions among
the classes of its shares will not result in the Fund's dividends or other
distributions being regarded as "preferential dividends" under the Code. The
Company is currently seeking a similar ruling for its three newest Funds. For
additional information, see the SAI.

Capital Stock   The Articles currently authorize the issuance of 4.8 billion
shares of capital stock of the Company. All shares are nonassessable,
transferable and redeemable. There are no preemptive rights.

As of November 30, 1995, the following shares were owned by Aetna companies:

   
                                                ALIAC
                                       =======================
                                        Select       Adviser
                                       ========     ==========
Money Market Fund                      118,371              0
Government Fund                        703,970              0
Bond Fund                               75,211        494,932
The Aetna Fund                          11,277              0
Growth and Income Fund                  10,615              0
Growth Fund                          1,143,762              0
Small Company Growth Fund            2,331,355              0
International Growth Fund               11,345      2,322,352
Asian Growth Fund                      464,386              0
Aetna Ascent                                 0              0
Aetna Crossroads                             0              0
Aetna Legacy                                 0              0

                                                ALIC
                                       =======================
                                         Select      Adviser
                                       ==========   ==========
Asian Growth Fund                    2,053,413              0
    

<PAGE>
All shares were acquired for investment and can be disposed of only by
redemption. ALIAC and its affiliates may make additional investments into the
Funds.

Shareholder Meetings   The Company is not required and does not intend to
hold annual shareholder meetings. The Articles provide for meetings of
shareholders to elect Directors at such times as may be determined by the
Directors or as required by the 1940 Act. If requested by the holders of at
least 10% of a Fund's outstanding shares, the Company will hold a shareholder
meeting for the purpose of voting on the removal of one or more Directors and
will assist with communication concerning that shareholder meeting.

Voting Rights   Shareholders of each class are entitled to one vote for each
full share held and fractional votes for fractional shares of each class held
on matters submitted to the shareholders of the Company. Voting rights are
not cumulative. Generally, shares of the Company will be voted on a
Company-wide basis on all matters except matters affecting only the interest
of one Fund or one class of shares.

Payments to Dealers   For sales of Funds' shares (other than Money Market
Fund), ALIAC may pay registered representatives a sales commission of up to
4% of the amount invested for initial and subsequent sales. Registered
representatives receive payments of up to 0.50% for distribution-related
services and for services to shareholders (see "Fees and Charges"). From time
to time, ALIAC may also award merchandise or trips with an estimated value up
to $1,000 to registered representatives that sell a certain amount of fund
shares or establish a certain number of new accounts. Incentive commissions
and prizes are paid by ALIAC so the price you pay for Adviser Class shares
and the value of your investment will be unaffected.

Performance Data

The Funds may compare their performance to other mutual funds with similar
investment objectives and to the industry as a whole, as quoted by ranking
services and publications of general interest. These may include the Standard
& Poor's 500 Stock Index ("S&P 500"), Shearson Lehman Aggregate Bond Index,
Dow Jones Industrial Average ("DJIA"), Lipper Analytical Services, Inc.,
IBC/Donoghue's Taxable MFA, the Morgan Stanley Capital International Europe,
Australia, Far East ("EAFE") Index and the Morgan Stanley Capital
International Far East Free ("FEF ex. Japan") Index.

<PAGE>
Glossary of Investment Terms

This glossary describes some of the securities used by the Funds. Further
information is available in the SAI:

Banker's Acceptance   A banker's acceptance is a time draft drawn on a bank
and is customarily used by corporations as a means of financing payment for
traded goods. When a draft is accepted by a bank, the bank guarantees to pay
the face value of the debt at maturity.

Certificates of Deposit   For large deposits not withdrawable on demand,
banks issue certificates of deposit ("CDs") as evidence of ownership. CDs are
usually negotiable and traded among investors such as mutual funds and banks.

Commercial Paper   Commercial paper is short-term debt instruments issued by
companies or banks with a maturity ranging from five to 270 days.

Eurodollars   Eurodollars are U.S. dollars held in banks outside the United
States, mainly in Europe but also in other countries, and are commonly used
for the settlement of international transactions. There are many types of
Eurodollar securities including Eurodollar CDs and bonds; these securities
are not registered with the Commission. Certain Eurodollar deposits are not
FDIC insured and may be subject to future political and economic developments
and governmental restrictions.

High Risk High-Yield Securities   Bonds of low quality security backing rated
BB or below by Standard & Poor's Corp. or Ba or below by Moody's Investors
Service, Inc., or other agencies or, if unrated, considered by the Investment
Adviser to be of comparable quality. These bonds are often called "junk
bonds" because of the greater possibility of default.

Pay-in-Kind Bonds   Pay-in-kind bonds are securities that pay interest
through the issuance of additional bonds.

Repurchase Agreements   A repurchase agreement or "repo" is an agreement
between a seller and buyer, usually of U.S. Government securities, to sell
and subsequently repurchase securities at a fixed price on a future date. The
primary attraction of repurchase agreements is the flexibility of maturities.

U.S. Government Derivatives   A Fund may purchase separately traded principal
and interest components of certain U.S. Government securities ("STRIPS"). In
addition, a Fund may acquire custodial receipts that represent ownership in a
U.S. Government security's future interest or principal payments. These
securities are known by such exotic names as TIGRS and CATS and may be issued
at a

<PAGE>
discount to face value. They are generally more volatile than normal fixed
income securities because interest payments are accrued rather than paid out
in regular installments.

U.S. Government Securities   Securities issued by the U.S. Government and its
agencies.

Direct Obligations of the U.S. Government are:

    Treasury Bills--issued with short maturities (one year or less) and
    priced at a discount to face value. The income for investors is the
    difference between the purchase price and the face value.

    Treasury Notes--intermediate-term securities with maturities of between
    one to ten years. Income to investors is paid in semiannual interest
    payments.

    Treasury Bonds--long-term securities with maturities from ten years to up
    to thirty years. Income is paid to investors on a semiannual basis.

In addition, U.S. Government Agencies issue debt securities to finance
activities for the U.S. Government. These agencies include among others the
Federal Home Loan Bank, Federal National Mortgage Association ("FNMA" or
"Fannie Mae"), Government National Mortgage Association ("GNMA" or "Ginnie
Mae"), Export-Import Bank and the Tennessee Valley Authority.

Not all agencies are backed by the full faith and credit of the United
States; for example the FNMA may borrow money from the U.S. Treasury only
under certain circumstances. There is no guarantee that the government will
support these types of securities and they therefore involve more risk than
direct government obligations.

Variable Rate Instruments   A variable or floating rate instrument is one
whose terms provide for the adjustment of its interest rate on set dates and
which can reasonably be expected to have a market value close to par value.

Yankee Bonds   A bond issued in the United States by foreign countries,
corporations and banks. Similarly, Yankee CDs are issued in the U.S. by
branches of foreign banks.

Zero Coupon Bonds   Bonds issued at a deep discount to face value. These
bonds pay no interest but are redeemed at full face value. The price of zero
coupon bonds are more volatile than bonds which pay interest but are rated on
the same principles as all fixed-income investments.

<PAGE>
The Funds also use some of the following securities to manage risk and
volatility:

Call Option   The right to buy a security, currency or stock index at a
stated price, or strike price, within a fixed period. A call option will be
exercised if the spot price rises above the strike price; if not, the option
expires worthless.

Put Option   The right to sell a security, currency or stock index at a
stated price, or strike price, within a fixed period. A put option will be
exercised if the spot price falls below the strike price; if not, the option
expires worthless.

Covered Call Options   A call option backed by the securities underlying the
option. The owner of a security will normally sell covered call options to
collect premium income or to reduce price fluctuations of the security. A
covered call option limits the capital appreciation of the underlying
security.

Convertible Stock   Corporate securities, which may be either bonds or
preferred shares, that can be exchanged for shares at a fixed price.

Futures   Contracts to buy securities, currencies or stock indexes in the
future at a price agreed in advance. A futures contract obliges the buyer to
purchase the security and the seller to sell it, unlike an option where the
buyer can choose whether or not to exercise the option.

Preferred Stock   Shares which pay a fixed dividend, in contrast to common
stock whose dividends depend on the profits of the company.

Warrants   A security, normally offered with bonds or preferred stock, that
entitles investors to buy shares at a prescribed price within a named period.
The time period is usually longer than that of a call option.

<PAGE>
Description of Corporate Bond Ratings

Moody's Investors Service, Inc.

"Aaa" Rating   Bonds 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 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 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 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 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.

<PAGE>
"B" Rating   Bonds 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 rated AAA have the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely strong.

"AA" Rating   Bonds 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 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 rated BBB are regarded as having an adequate capacity to
pay interest and repay principal. Whereas they normally exhibit 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 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 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.

<PAGE>
[Aetna logo]  Aetna Series Fund, Inc.

151 Farmington Avenue
Hartford, CT 06156-8962
1-800-367-7732

Investment Adviser

Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, CT 06156

Custodians

Mellon Bank N.A.
One Mellon Bank Center
Pittsburgh, PA 15258
Brown Brothers Harriman & Company
40 Water Street
Boston, MA  02109

Transfer Agent

Firstar Trust Company
P.O. Box 701
Milwaukee, WI 53201-0701

Independent Auditors

KPMG Peat Marwick LLP
City Place II
Hartford, CT 06103-4103

This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, the securities of a Fund in any jurisdiction in
which such sale, offer to sell, or solicitation may not be lawfully made.

<PAGE>
(THIS PAGE INTENTIONALLY LEFT BLANK)



<PAGE>
Select Class

   
                                                                         Aetna
                                                                  Mutual Funds
[Aetna logo]  December 28, 1995                                     Prospectus
    

The Company. Aetna Series Fund, Inc. (the "Company") is an open-end
management investment company authorized to issue multiple series of shares,
each representing a diversified portfolio of investments (collectively, the
"Funds," or individually, a "Fund") with different investment objectives,
policies and restrictions. Currently, each Fund is authorized to offer two
classes of shares, the Select Class and the Adviser Class. The Select Class
of shares of each Fund is no-load.

   
The Prospectus. This Prospectus contains information you should know about the
Funds before investing. A Statement of Additional Information ("SAI") dated
March 31, 1995, as amended by supplement dated December 28, 1995, has been
filed with the Securities and Exchange Commission ("Commission") and is
incorporated by reference into this Prospectus. For a free copy of the SAI, call
1-800-367-7732 or write to Aetna Series Fund, Inc., 151 Farmington Avenue,
Hartford, Connecticut 06156-8962.
    

This Prospectus is for investors eligible to purchase Select Class shares. A
separate Prospectus is available for investors eligible to purchase Adviser
Class shares. Sales charges, expenses and performance will vary with respect
to each class.

Investment Objectives

Aetna Money Market Fund    seeks to provide high current return, consistent
with preservation of capital and liquidity, through investment in
high-quality money market instruments.

Although the Money Market Fund will strive to maintain a $1.00 net asset
value per share, there is no assurance that it will be able to do so.
Investments in this Fund are neither insured nor guaranteed by the U.S.
Government.


Aetna Government Fund   seeks to provide income consistent with the
preservation of capital through investment in securities issued or guaranteed
by the U.S. Government, its agencies or instrumentalities.


Aetna Bond Fund

seeks to provide high total return (i.e., income and capital appreciation),
consistent with reasonable risk, primarily through investment in a
diversified portfolio of high-quality corporate bonds and securities issued
or guaranteed by the U.S. Government, its agencies or instrumentalities.

<PAGE>
The Aetna Fund   seeks to maximize total return with reasonable safety of
principal by investing in a diversified portfolio of stocks, bonds and money
market instruments; the Aetna Fund may involve less investment risk than a
portfolio consisting entirely of common stocks.

Aetna Growth and Income Fund   seeks long-term growth of capital and income
through investment in a diversified portfolio primarily of common stocks and
securities convertible into common stocks believed to offer above-average
growth potential.

Aetna Growth Fund   seeks growth of capital through investment in a
diversified portfolio primarily of common stocks and securities convertible
into common stocks believed to offer growth potential.

Aetna Small Company Growth Fund   seeks growth of capital primarily through
investment in a diversified portfolio of common stocks and securities
convertible into common stocks of companies with smaller market
capitalizations.

Aetna International Growth Fund   seeks long-term capital growth primarily
through investment in a diversified portfolio of common stocks principally
traded in countries outside of North America.

Aetna Asian Growth Fund   seeks long-term growth of capital primarily through
investment in a diversified portfolio of common stocks principally traded in
countries in Asia excluding Japan.

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 CAREFULLY BEFORE INVESTING AND RETAIN FOR FUTURE REFERENCE.

<PAGE>
Table of Contents

Highlights                                4
Fee Tables                                7
Financial Highlights                     12
Description of the Funds                 16
Risk Factors and Other Considerations    22
Investment Restrictions                  27
Shareholder Services                     27
Other Features                           33
Cross-Fund Investing                     34
Management of the Funds                  34
Portfolio Management                     37
Fund Distributions                       38
Net Asset Value                          39
Taxes                                    39
General Information                      41
Performance Data                         43
Glossary of Investment Terms             43
Description of Corporate Bond Ratings    46

<PAGE>
Highlights

What is a Mutual Fund and What are its Advantages?   A mutual fund is an
investment company that buys and sells securities on behalf of individuals
sharing common financial goals. Mutual funds allow you to pool your money
with others, to spread risk through diversification and to benefit from
professional management. You have immediate access to your money simply by
writing a letter or, in the case of the Aetna Money Market Fund, by writing a
check.

   
What Funds are Offered? The Company is currently comprised of 13 different
Funds, 12 of which are currently offered, each with its own objective and
policies and all of which are diversified portfolios under the Investment
Company Act of 1940. The following nine Funds are described in this Prospectus:
    

(bullet)  Aetna Money Market Fund (Money Market Fund) - a portfolio
          consisting of high-quality money market instruments

(bullet)  Aetna Government Fund (Government Fund) - a portfolio of U.S.
          Government securities

(bullet)  Aetna Bond Fund (Bond Fund) - a portfolio primarily of high-
          quality corporate and U.S. Government securities

(bullet)  The Aetna Fund (Aetna Fund) - a flexible portfolio of stocks, bonds
          and money market instruments

(bullet)  Aetna Growth and Income Fund (Growth and Income Fund) - a common
          stock portfolio

(bullet)  Aetna Growth Fund (Growth Fund) - a common stock portfolio of
          companies believed to have potential for growth

(bullet)  Aetna Small Company Growth Fund (Small Company Growth Fund) - a
          common stock portfolio of companies with smaller market
          capitalizations

(bullet)  Aetna International Growth Fund (International Growth Fund) - a
          common stock portfolio of companies traded outside North America

(bullet)  Aetna Asian Growth Fund (Asian Growth Fund) - a common stock
          portfolio of companies traded in Asia excluding Japan

Risk Factors   The different types of securities purchased and investment
techniques used by a Fund involve varying amounts of risk. For example,
equity securities are subject to a decline in the stock market or in the
value of the company and preferred stocks have price risk and some interest
rate and credit risk. The value of debt securities may be affected by changes
in general interest rates and in the creditworthiness of the issuer. In
addition, foreign securities have currency risk. For more information, see
"Risk Factors and Other Considerations."

<PAGE>
What is the Select Class of Shares?   Each Fund has two classes of shares,
the Select Class shares and the Adviser Class shares. Select Class shares are
only offered to certain corporate retirement plans, salaried employees and
persons retired from salaried positions (including members of employees' and
retired persons' immediate families) with Aetna Life Insurance and Annuity
Company ("ALIAC") and its affiliates, insurance companies (including separate
accounts), registered investment companies, investment advisers and
broker-dealers acting for their own account, current shareholders at the time
of first offering of Adviser Class shares and their immediate family members,
as long as they maintain a shareholder account, and members of such other
groups as may be approved by the Company's Board of Directors from time to
time. Adviser Class shares are offered to those persons not eligible to buy
Select Class shares. Select Class shares are no-load, which means you do not
pay any sales charges, distribution or service fees.

   
Adviser Class shares are subject to a contingent deferred sales charge at a
maximum rate of 1%, declining to 0% after 4 years from the date of initial
purchase (except for direct purchases into the Money Market Fund). Additionally,
Adviser Class shares of each Fund other than the Money Market Fund are subject
to an annual distribution fee of 0.50% and an annual service fee of 0.25% (0.10%
for the Money Market Fund) of the value of the average daily net assets of the
Funds in the Adviser Class.
    

How Can I Purchase Shares?   You may purchase shares by completing an Aetna
Series Fund Select Class Application ("Application"). Your initial purchase
must be for a minimum of $1,000 for each Fund with a minimum of $500 for
Individual Retirement Accounts ("IRA"). Participants in employer-sponsored
retirement plans should refer to their enrollment materials. We also offer a
systematic investment program that enables investors to purchase shares on a
regular basis. Please refer to "Shareholder Services" for complete details.

When Can I Redeem Shares?   Shares may be redeemed on each day that the New
York Stock Exchange Inc. (NYSE) is open for business. Select Class shares are
redeemable at net asset value. See "Shareholder Services" for further
information.

Who is the Manager?   ALIAC is the Investment Adviser to each Fund. It is
currently a wholly owned subsidiary of Aetna Life and Casualty Company
("Aetna") which, with affiliated companies, comprises one of the world's
leading providers of insurance and financial services. As of December 31,
1994, ALIAC managed over $19 billion of assets worldwide for both individual
and institutional investors.

<PAGE>
Aeltus Investment Management, Inc. ("Aeltus") is the sub-adviser to the
Growth Fund and the Small Company Growth Fund and Aeltus Investment
Management International (F.E.) Limited ("Aeltus Far East") is the
sub-adviser to the Asian Growth Fund. As of December 31, 1994, Aeltus and its
affiliate, Aeltus Far East, collectively managed over $20 billion of assets.

Please refer to "Management of the Funds" for further information.

Customer Service   Shareholders in the Funds enjoy a high level of
personalized service. Please call 1-800-367-7732 for details or refer to
"Shareholder Services" for additional information.

<PAGE>
Fee Tables
   
The following is provided to assist you in understanding the various charges
and expenses that you would bear directly or indirectly as an investor in the
Funds. A complete description of these charges and expenses starts on
page 34.
    
                                 Select Class
                       Shareholder Transaction Expenses

                                   Deferred      Sales Charge
                 Sales Charge    Sales Charge    on Dividend    Exchange
                 on Purchases   on Redemptions   Reinvestment      Fee
 -------------   -------------  --------------   ------------   ---------
Money Market        None            None            None          None
Government          None            None            None          None
Bond                None            None            None          None
Aetna Fund          None            None            None          None
Growth and
  Income            None            None            None          None
Growth              None            None            None          None
Small Company
  Growth            None            None            None          None
International
  Growth            None            None            None          None
Asian Growth        None            None            None          None

                                 Select Class
                        Annual Fund Operating Expenses
                (as a percentage of average daily net assets)

                                                            Total Fund
                                                             Operating
                    Management/  Administrative              Expenses
                    Advisory Fee       Fee                  (after fee
                     (after fee     (after fee    Other   waiver/expense
                      waiver)        waiver)    Expenses  reimbursement)
- -----------------    ------------  ------------  -------    -------------
Money Market            0.00%          0.10%       0.20%       0.30%
Government              0.04%          0.25%       0.41%       0.70%
Bond                    0.19%          0.25%       0.31%       0.75%
Aetna Fund              0.80%          0.25%       0.27%       1.32%
Growth and Income       0.68%          0.25%       0.10%       1.03%
Growth                  0.70%          0.25%       0.47%       1.42%
Small Company
  Growth                0.85%          0.25%       0.48%       1.58%
International
  Growth                0.85%          0.25%       0.78%       1.88%
Asian Growth            0.41%          0.25%       0.89%       1.55%

From time to time, the Investment Adviser may agree to waive all or a portion
of its Management/Advisory Fee and/or its Administrative Fee for a particular
Fund and to reimburse some or all of a particular Fund's Other Expenses. Such
fee waiver/expense reimbursement arrangements will increase a Fund's total
return and may be modified or terminated at any time.

   
The expenses shown above have been annualized based on the ten month period
ended October 31, 1994 and reflect the most current fee waiver/expense
reimbursement arrangements as of the date of this Prospectus. Fee waiver/expense
reimbursement arrangements are currently in effect for the Money Market Fund,
the Government Fund, the Bond Fund and the Asian Growth Fund. These arrangements
limit the Total Fund Operating Expenses for these Funds to the amounts shown
above. Without these arrangements, expenses would have been as follows: Money
Market Fund's Management/Advisory Fees, Administrative Fees and Total Fund
Operating Expenses would have been 0.40%, 0.25%, and 0.85%, respectively;
Government Fund's Management/Advisory Fees and Total Fund Operating Expenses
would have been 0.50% and 1.16%,
    

<PAGE>
respectively; Bond Fund's Management/Advisory Fees and Total Fund Operating
Expenses would have been 0.50% and 1.06%, respectively; and Asian Growth
Fund's Management/Advisory Fees and Total Fund Operating Expenses would have
been 1.00% and 2.14%, respectively.

                                 Select Class
                                   Example

Using the above expenses, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return and redemption at the end of each of
the periods shown:
                              1        3         5
                            Year     Years     Years     10 Years
 ------------------------   ------   -------   -------   ---------
Money Market                 $ 3      $10       $ 17       $ 38
Government                     7       22         39         87
Bond                           8       24         42         93
Aetna Fund                    13       42         72        159
Growth and Income             11       33         57        126
Growth                        14       45         78        170
Small Company Growth          16       50         86        188
International Growth          19       59        102        220
Asian Growth                  16       49         84        185

This example should not be considered an indication of past or future
expenses. Actual expenses may be greater or less than those shown.

                                Adviser Class
                       Shareholder Transaction Expenses

                                      Deferred
                                    Sales Charge   Sales Charge
                    Sales Charge         on         on Dividend    Exchange
                    on Purchases   Redemptions(1)  Reinvestment      Fee
- -----------------    ------------ --------------    ------------   ---------
Money Market           None             1.0%           None         None
Government             None             1.0%           None         None
Bond                   None             1.0%           None         None
Aetna Fund             None             1.0%           None         None
Growth and Income      None             1.0%           None         None
Growth                 None             1.0%           None         None
Small Company
  Growth               None             1.0%           None         None
International
  Growth               None             1.0%           None         None
Asian Growth           None             1.0%           None         None

(1) The contingent deferred sales charge set forth in the above table is the
    maximum redemption charge imposed on Adviser Class Shares. Direct
    purchases into the Money Market Fund are not subject to a sales charge on
    redemption. Investors may pay charges less than 1.0%, depending on the
    length of time the shares are held. Adviser Class shares of each Fund
    other than the Money Market Fund are also subject to an annual
    distribution fee of 0.50% and an annual service fee of 0.25% of the value
    of average daily net assets of the Adviser Class. The Money Market Fund
    is subject to an annual service fee of 0.10% of the value of average
    daily net assets of its Adviser Class. See "Fees and Charges" in the
    Adviser Class prospectus.

<PAGE>
                                 Adviser Class
                        Annual Fund Operating Expenses
                (as a percentage of average daily net assets)

                                                                  Total Fund
                                                     Other        Operating
             Management/  Administrative            Expenses       Expenses
             Advisory Fee       Fee                  (after       (after fee
              (after fee    (after fee    12b-1     expense     waiver/expense
               waiver)        waiver)      Fee  reimbursement)  reimbursement)
 ---------   ------------   ------------  -----   ------------   -------------
Money
  Market         0.00%         0.10%      0.00%       0.20%          0.30%
Government       0.04%         0.25%      0.50%       0.66%          1.45%
Bond             0.19%         0.25%      0.50%       0.56%          1.50%
Aetna
  Fund           0.80%         0.25%      0.50%       0.52%          2.07%
Growth
  and
  Income         0.68%         0.25%      0.50%       0.99%          2.42%
Growth           0.70%         0.25%      0.50%       0.72%          2.17%
Small
  Company
  Growth         0.85%         0.25%      0.50%       0.54%          2.14%
International
  Growth         0.85%         0.25%      0.50%       0.81%          2.41%
Asian
  Growth         0.41%         0.25%      0.50%       1.14%          2.30%

From time to time, the Investment Adviser may agree to waive all or a portion
of its Management/Advisory Fee and/or its Administrative Fee for a particular
Fund and to reimburse some or all of a particular Fund's Other Expenses. Such
fee waiver/expense reimbursement arrangements will increase a Fund's total
return and may be modified or terminated at any time.

   
The expenses shown above have been estimated based on annualized expenses for
the period from inception of the class (April 15, 1994) through October 31, 1994
and reflect the most current fee waiver/expense reimbursement arrangements as of
the date of this Prospectus. Fee waiver/expense reimbursement arrangements are
currently in effect for the Money Market Fund, the Government Fund, the Bond
Fund and the Asian Growth Fund. These arrangements limit the Total Fund
Operating Expenses for these Funds to the amounts shown above. Without these
arrangements, expenses would have been as follows: Money Market Fund's
Management/Advisory Fees, Administrative Fees, Other Expenses and Total Fund
Operating Expenses would have been 0.40%, 0.25%, 0.30%, and 0.95%, respectively;
Government Fund's Management/ Advisory Fees and Total Fund Operating Expenses
would have been 0.50% and 1.91%, respectively; Bond Fund's Management/Advisory
Fees and Total Fund Operating Expenses would have been 0.50% and 1.81%,
respectively; and Asian Growth Fund's Management/Advisory Fees and Total Fund
Operating Expenses would have been 1.00% and 2.50%, respectively (2.89% actual
total expense reduced to comply with California state law).
    

<PAGE>
                                 Adviser Class
                                   Example

Using the above expenses, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return and either redemption at the end of
each of the periods shown or no redemption:
   
                                             1      3       5      10
                                           Year  Years   Years   Years
 ----------------------------------------  -----  -----   -----  ------
*Money Market
 Redemption at end of each time period      $13    $15    $ 17    $ 38
 No Redemption                               13     15      17      38
Government
 Redemption at end of each time period       25     51      79     174
 No Redemption                               15     46      79     174
Bond
 Redemption at end of each time period       25     52      82     179
 No Redemption                               15     47      82     179
Aetna Fund
 Redemption at end of each time period       31     70     111     240
 No Redemption                               21     65     111     240
Growth and Income
 Redemption at end of each time period       35     80     129     276
 No Redemption                               25     75     129     276
Growth
 Redemption at end of each time period       32     73     116     250
 No Redemption                               22     68     116     250
Small Company Growth
 Redemption at end of each time period       32     72     115     247
 No Redemption                               22     67     115     247
International Growth
 Redemption at end of each time period       34     80     129     275
 No Redemption                               24     75     129     275
Asian Growth
 Redemption at end of each time period       33     77     123     264
 No Redemption                               24     72     123     264

This example should not be considered an indication of past or future expenses.
Actual expenses may be greater or less than those shown. This example reflects,
among other things, the application of the maximum Deferred Sales Charge imposed
on Adviser Class shares. For the Money Market Fund, a Deferred Sales charge
applies only upon redemption of shares purchased through an exchange from
another Fund within four years prior to the redemption.
    
* A CDSC is applied only to those Money Market Fund shares purchased through an
exchange from another Fund within 4 years prior to the redemption.

<PAGE>
As noted on the preceding page, each Fund has two classes, Select Class
shares and Adviser Class shares. Because the expenses and sales charges vary
between the classes, the performance of each class will vary. Registered
representatives may receive different levels of compensation when selling
shares of the Fund's classes. Additional information regarding each Fund's
classes may be obtained by calling your representative or 1-800-367-7732.

<PAGE>
Financial Highlights

(for one outstanding share throughout each period)
   
The selected data presented below for, and as of the end of, each of the periods
listed are derived from the financial statements of Aetna Series Fund, Inc. The
financial statements as of April 30, 1995 (unaudited) are included in the SAI
dated March 31, 1995, as amended by Supplement dated December 28, 1995. The
financial statements for the years ended December 31, 1993 and December 31, 1992
and for the 10-month period ended October 31, 1994 have been audited by KPMG
Peat Marwick LLP, independent auditors. The financial statements as of October
31, 1994 and the financial highlights for the ten-month period ended October 31,
1994 and the years ended December 31, 1993 and December 31, 1992, and the
independent auditors' report thereon, are included in the SAI.
    
                                                          Select Class Shares+

                                                    Net
                                                Realized and
                        Net Asset                Unrealized
                          Value        Net      Gain (Loss)    Total from
                        Beginning  Investment        on        Investment
                        of Period    Income     Investments    Operations
                        ---------   ---------   ------------   -----------
Money Market Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)            $ 1.00       $0.03        $ 0.00        $ 0.03
Ten-month
  period ended
  October 31, 1994         1.00        0.03          0.00          0.03
Year Ended
  December 31, 1993        1.00        0.03          0.00          0.03
Year Ended
  December 31, 1992        1.00        0.04          0.00          0.04
Government Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)              9.41        0.32          0.26          0.58
Ten-month
  period ended
  October 31, 1994        10.00        0.40         (0.63)        (0.23)
Bond Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)              9.58        0.33          0.20          0.53
Ten-month
  period ended
  October 31, 1994        10.37        0.52         (0.86)        (0.34)
Year Ended
  December 31, 1993        9.99        0.55          0.45          1.00
Year Ended
  December 31, 1992       10.00        0.53          0.16          0.69
The Aetna Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)             10.65        0.18          0.46          0.64
Ten-month
  period ended
  October 31, 1994        10.82        0.23         (0.28)        (0.05)
Year Ended
  December 31, 1993       10.18        0.34          0.64          0.98
Year Ended
  December 31, 1992       10.00        0.43          0.24          0.67

                               Dividends     Dividends
                               from Net     in Excess of
                              Investment   Net Investment
                                Income         Income
                               ---------   --------------
Money Market Fund
  Six-month period ended
   April 30, 1995
  (unaudited)                   $(0.03)        $ 0.00
Ten-month period ended
   October 31, 1994              (0.03)          0.00
Year Ended December 31,
  1993                           (0.03)          0.00
Year Ended December 31,
  1992                           (0.04)          0.00
Government Fund
  Six-month period ended
   April 30, 1995
  (unaudited)                    (0.32)          0.00
Ten-month period ended
   October 31, 1994              (0.36)          0.00
Bond Fund
  Six-month period ended
   April 30, 1995
  (unaudited)                    (0.31)          0.00
Ten-month period ended
   October 31, 1994              (0.45)          0.00
Year Ended December 31,
  1993                           (0.55)         (0.07)
Year Ended December 31,
  1992                           (0.53)         (0.17)
The Aetna Fund
  Six-month period ended
   April 30, 1995
  (unaudited)                    (0.20)          0.00
Ten-month period ended
   October 31, 1994              (0.12)          0.00
Year Ended December 31,
  1993                           (0.30)         (0.01)
Year Ended December 31,
  1992                           (0.39)         (0.10)
   
+The Company commenced offering Adviser Class shares on April 15, 1994. Prior
to that date, the Company offered only Select Class shares.
*Annualized for periods less than one year.
Per share data calculated using weighted average of shares outstanding during
the period.
The Government Fund, Growth Fund, Small Company Growth Fund and Asian Growth
Fund commenced operations on January 2, 1994.
Additional information about the performance of Aetna Series Fund, Inc. is
contained in the Annual Report dated October 31, 1994. The Report is
incorporated herein by reference and is available, without charge, by writing
to the Company at the address listed on the cover of this Prospectus or by
calling 1-800-367-7732.
    

<PAGE>
   
<TABLE>
<CAPTION>
                                                                                            Ratio of
                                                                                               Net
                                                                                Ratio of   Investment
                                                                                  Net        Income
                                                                               Investment    Before
                                                      Ratio of     Ratio of      Expense   Reimburse-
                                                        Total         Net        Before       ment
                          Net                          Invest-      Invest-    Reimburse-      and
Distributions   Return   Asset          Net Assets      ment         ment         ment       Waiver
     from         of     Value            End of      Expenses     Income to   and Waiver      to
   Realized     Capital   End             Period     to Average     Average    to Average    Average
   Gain on      Distri-    of    Total      (in          Net          Net          Net         Net    Portfolio
 Investments    bution  Period  Return  thousands)     Assets*      Assets*      Assets*     Assets*   Turnover
 -------------  -------  -----   -----   ----------   ----------   ----------   ----------   --------  --------
    <S>         <C>     <C>      <C>     <C>            <C>          <C>          <C>         <C>        <C>
    $0.00       $ 0.00  $ 1.00    2.86%  $184,790       0.25%        5.77%        0.86%       5.16%       N/A
     0.00         0.00    1.00    3.33%   161,756       0.21%        4.05%        0.85%       3.38%       N/A
     0.00         0.00    1.00    3.29%   107,844       0.00%        3.33%        0.95%       2.38%       N/A
     0.00         0.00    1.00    3.98%    36,522       0.00%        3.93%        1.04%       2.87%       N/A
     0.00         0.00    9.67    6.23%    19,240       0.70%        6.83%        1.14%       6.38%      75.52%
     0.00         0.00    9.41   (2.37)%   26,110       0.41%        5.29%        1.16%       4.54%      43.63%
     0.00         0.00    9.80    5.62%    30,282       0.75%        6.89%        1.04%       6.60%      25.30%
     0.00         0.00    9.58   (3.31)%   27,584       0.76%        6.29%        1.06%       5.98%      51.80%
     0.00         0.00   10.37   10.20%    46,788       0.47%        5.34%        1.01%       4.80%      50.01%
     0.00         0.00    9.99    7.23%    37,209       0.05%        5.44%        1.10%       4.39%      57.05%
     0.00         0.00   11.09    6.12%    81,680       1.25%        3.51%        1.28%       3.49%      76.37%
     0.00         0.00   10.65   (0.42)%   76,267       1.09%        2.65%        1.32%       2.42%      86.10%
     0.00        (0.03)  10.82    9.84%    63,982       0.93%        3.21%        1.34%       2.79%      19.95%
     0.00         0.00   10.18    6.64%    37,726       0.07%        4.31%        1.47%       2.91%      13.35%
</TABLE>
    

<PAGE>
Financial Highlights (continued)

(for one outstanding share throughout each period)

                                                          Select Class Shares+

                                                    Net
                                                Realized and
                        Net Asset                Unrealized
                          Value        Net      Gain (Loss)    Total from
                        Beginning  Investment        on        Investment
                        of Period    Income     Investments    Operations
                        ---------   ---------   ------------   -----------
Growth and
  Income Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)            $11.11       $0.11        $ 0.64        $ 0.75
Ten-month
  period ended
  October 31, 1994        11.03        0.12          0.04          0.16
Year Ended
  December 31, 1993       10.51        0.19          0.50          0.69
Year Ended
  December 31, 1992       10.00        0.26          0.51          0.77
Growth Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)             10.78        0.02          0.80          0.82
Ten-month
  period ended
  October 31, 1994        10.00        0.09          0.69          0.78
Small Company
  Growth Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)             10.39        0.00          1.06          1.06
Ten-month
  period ended
  October 31, 1994        10.00        0.02          0.37          0.39
International
  Growth Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)             11.56        0.01         (0.39)        (0.38)
Ten-month
  period ended
  October 31, 1994        11.17        0.06          0.33          0.39
Year Ended
  December 31, 1993        8.88        0.05          2.65          2.70
Year Ended
  December 31, 1992       10.00        0.06         (1.15)        (1.09)
Asian Growth Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)              9.49        0.02         (1.69)        (1.67)
Ten-month
  period ended
  October 31, 1994        10.00        0.05         (0.56)        (0.51)
   
                        Dividends     Dividends
                        from Net     in Excess of
                       Investment   Net Investment
                         Income         Income
                        ---------   --------------
Growth and
  Income Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)            $(0.07)        $ 0.00
Ten-month
  period ended
   October 31, 1994       (0.08)          0.00
Year Ended
  December 31, 1993       (0.16)          0.00
Year Ended
  December 31, 1992       (0.26)          0.00
Growth Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)             (0.09)          0.00
Ten-month
  period ended
  October 31, 1994         0.00           0.00
Small Company
  Growth Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)             (0.02)          0.00
Ten-month
  period ended
  October 31, 1994         0.00           0.00
International
  Growth Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)             (0.31)          0.00
Ten-month period
  ended
  October 31, 1994         0.00           0.00
Year Ended
  December 31, 1993       (0.05)         (0.34)
Year Ended
  December 31, 1992       (0.03)          0.00
Asian Growth Fund
  Six-month
  period ended
  April 30, 1995
  (unaudited)             (0.03)          0.00
Ten-month
  period ended
  October 31, 1994         0.00           0.00
    
   
+The Company commenced offering Adviser Class shares on April 15, 1994. Prior to
that date, the Company offered only Select Class shares. The Government Fund,
Growth Fund, Small Company Growth Fund and Asian Growth Fund commenced
operations on January 2, 1994.
    
*Annualized for periods less than one year.
Per share data calculated using weighted average of shares outstanding during
the period.

Additional information about the performance of Aetna Series Fund, Inc. is
contained in the Annual Report dated October 31, 1994. The Report is
incorporated herein by reference and is available, without charge, by writing
to the Company at the address listed on the cover of this Prospectus or by
calling 1-800-367-7732.

<PAGE>
   
<TABLE>
<CAPTION>
                                                                                            Ratio of
                                                                                               Net
                                                                                Ratio of   Investment
                                                                                  Net        Income
                                                                               Investment    Before
                                                      Ratio of     Ratio of      Expense   Reimburse-
                                                        Total         Net        Before       ment
                          Net                          Invest-      Invest-    Reimburse-      and
Distributions   Return   Asset          Net Assets      ment         ment         ment       Waiver
     from         of     Value            End of      Expenses     Income to   and Waiver      to
   Realized     Capital   End             Period     to Average     Average    to Average    Average
   Gain on      Distri-    of    Total      (in          Net          Net          Net         Net    Portfolio
 Investments    bution  Period  Return  thousands)     Assets*      Assets*      Assets*     Assets*   Turnover
 -------------  -------  -----   -----   ----------   ----------   ----------   ----------   --------  --------
    <S>          <C>    <C>     <C>      <C>            <C>          <C>          <C>          <C>      <C>
    $ 0.00       $0.00  $11.79    6.90%  $325,815       1.01%         2.03%       1.01%        2.03%     78.63%
      0.00        0.00   11.11    1.40%   301,360       0.92%         1.51%       1.03%        1.39%     54.13%
      0.00        0.01   11.03    6.58%    60,127       1.13%         1.77%       1.27%        1.55%     23.60%
      0.00        0.00   10.51    7.81%    31,473       0.33%         2.83%       1.72%        1.44%     14.44%
      0.00        0.00   11.51    7.83%    31,940       1.20%         0.30%       1.25%        0.24%     63.90%
      0.00        0.00   10.78    7.70%    27,188       0.92%         1.10%       1.42%        0.60%    120.32%
      0.00        0.00   11.43   10.23%    28,756       1.40%        (0.08)%      1.44%       (0.13)%    64.45%
      0.00        0.00   10.39    3.90%    25,879       1.15%         0.21%       1.58%       (0.22)%   116.28%
     (0.53)       0.00   10.34   (3.22)%   27,759       1.55%         0.16%       1.63%        0.08%     21.51%
      0.00        0.00   11.56    3.49%    31,479       1.66%         0.71%       1.80%        0.57%     81.67%
     (0.02)       0.00   11.17   30.37%    39,847       1.48%         0.50%       1.77%        0.20%    110.38%
      0.00        0.00    8.88  (10.84)%   26,640       0.50%         1.36%       2.98%       (1.12)%    81.74%
      0.00        0.00    7.79  (17.61)%   22,401       1.55%         0.56%       2.14%       (0.02)%    29.97%
      0.00        0.00    9.49   (5.10)%   29,386       1.25%         0.71%       1.81%        0.15%     65.50%
</TABLE>
    

<PAGE>
Description of the Funds

Each Fund has an investment objective which is a fundamental policy and may
not be changed without the vote of a majority of the holders of that Fund's
outstanding shares. There can be no assurance that the Funds will meet their
investment objectives. Each Fund is subject to investment restrictions
described in this Prospectus and in the SAI, some of which are fundamental
policies. No fundamental investment policy may be changed without shareholder
approval.

A glossary describing various investment terms relating to securities that
may be held by the Funds starts on page 43.

Aetna Money Market Fund

Description of
Money Market
Fund

Investment Objective   The Money Market Fund seeks to provide high current
return, consistent with preservation of capital and liquidity, through
investment in high-quality money market instruments.

Investment Policy   The Money Market Fund invests in U.S. Treasury bills,
notes and bonds; obligations of agencies and instrumentalities of the U.S.
Government; obligations of domestic banks and U.S. dollar denominated
obligations of foreign banks (providing the issuing bank has reported assets
in excess of $5 billion and meets strict capital and profitability criteria),
finance company commercial paper, corporate commercial paper (including
variable-rate instruments), discounted notes of domestic banks, domestic
banker's acceptances eligible for discounting at the Federal Reserve, Yankee
certificates of deposit, Yankee commercial paper, Eurodollar securities,
repurchase agreements, corporate bonds and notes and other debt instruments.
The Fund may purchase securities on a when-issued or delayed-delivery basis.
All investments will have a maturity at the time of purchase, as defined
under the federal securities laws, of 397 days or less. Any foreign
securities or obligations will be U.S. dollar denominated.

The Money Market Fund will invest at least 95% of its total assets in
high-quality securities. High-quality securities are those receiving the
highest credit rating by any two rating agencies (or one, if only one rating
agency has rated the security). High-quality securities may also include
unrated securities if the Investment Adviser determines the security to be of
comparable quality. The remainder of the Money Market Fund's assets will be
invested in securities rated within the two highest rating categories by any
two rating agencies (or one, if only one rating agency has rated the
security) and unrated securities if the Investment Adviser determines the
security to be of comparable quality. With respect to these securities, the
Money Market Fund will

<PAGE>
not invest more than the greater of 1% of the market value of its total
assets or $1 million in the securities or obligations of any one issuer.

The Money Market Fund will use nationally recognized rating agencies such as
Standard & Poor's Corporation ("Standard & Poors") and Moody's Investors
Service, Inc. ("Moody's") when determining security credit ratings. All
investments will be determined to present minimal credit risks.

The Money Market Fund's dollar weighted average maturity will not exceed 90
days. Although the Investment Adviser will use its best efforts to maintain a
constant net asset value of $1.00 per share, there can be no assurance that
the net asset value will not vary.

Aetna Government Fund

Description of
Government
Fund

Investment Objective   The Government Fund seeks to provide income consistent
with the preservation of capital through investment in securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities.

Investment Policy   The Government Fund invests at least 65% of its assets in
direct obligations of the U.S. Government, such as treasury bills, notes and
bonds which are backed by the full faith and credit of the United States, or
in indirect obligations of the U.S. Government, such as notes and bonds which
are guaranteed by agencies and instrumentalities of the U.S. Government.
Securities of such agencies and instrumentalities are backed by either the
full faith and credit of the U.S. Treasury, the right of the issuer to borrow
from the U.S. Treasury, or the credit of the agency or instrumentality. Such
agencies and instrumentalities include, but are not limited to, the
Government National Mortgage Association ("GNMA"), the Federal National
Mortgage Association ("FNMA"), the Federal Home Loan Mortgage Corporation
("FHLMC") and the Student Loan Marketing Association ("SLMA").

The Government Fund may also invest in repurchase agreements collateralized
by U.S. Government agency securities, STRIPs, zero coupon bonds and options
and futures contracts.

Aetna Bond Fund

Description of
Bond Fund

Investment Objective   The Bond Fund seeks to provide high total return
(i.e., income and capital appreciation), consistent with reasonable risk,
primarily through investment in a diversified portfolio of high-quality
corporate bonds and securities issued or guaranteed by the U.S. Government,
its agencies or instrumentalities.

Investment Policy   The Bond Fund will normally invest at least 65% of its
total assets in high-quality corporate bonds, mortgage-related

<PAGE>
and other asset-backed and debt securities, and securities issued or
guaranteed by the U.S. Government, its agencies and instrumentalities. Such
securities will be rated AA or above by Standard & Poor's, Aa or above by
Moody's, similarly rated by other nationally recognized statistical rating
organizations or be considered by the Investment Adviser to be of comparable
quality. The Fund will not target any given maturity, thus giving it
flexibility to invest in short- and long-term securities as market
conditions change. The Bond Fund may also invest in repurchase agreements,
equity securities (not to exceed 5% of total assets) and securities issued by
any foreign corporation or instrumentality or political subdivision of
foreign governments (not to exceed 25% of total assets). The Bond Fund may
also purchase securities on a when-issued or delayed-delivery basis.

Additionally, the Bond Fund may invest in commercial paper and other
short-term investments, including variable-rate instruments, all having a
maturity of less than one year, and in debt securities with equity features,
convertibles, and straight debt securities.

The Bond Fund may invest up to 15% of its total assets in high risk
high-yield securities or "junk bonds" (securities rated BB/Ba or below, or,
if unrated, considered by the Investment Adviser to be of comparable
quality). This will limit the Fund's ability to earn a higher return which
may be associated with high risk, non-investment grade securities. See "Risk
Factors and Other Considerations" for further information.

As of October 31, 1994, the weighted average distribution of bonds in the
Bond Fund based on Standard & Poor's and Moody's bond ratings was 58% in AAA,
12% in AA, 11% in A, 7% in BBB, 4% in BB, 3% in B and 5% in unrated bonds.

The Aetna Fund

Description of
Aetna Fund

Investment Objective   The Aetna Fund seeks to maximize total return with
reasonable safety of principal by investing in a diversified portfolio of
stocks, bonds and money market instruments. The Aetna Fund may involve less
investment risk than a portfolio consisting entirely of common stocks.

Investment Policy   The Aetna Fund will allocate its assets 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, in proportions that reflect the anticipated returns and risks of
each asset class.

The Aetna Fund will not invest more than 15% of the total value of its assets
in high risk, high-yield securities, or "junk bonds." It may buy and sell
listed covered put and call options and stock index

<PAGE>
futures contracts and related options. The Aetna Fund may also purchase
securities on a when-issued or delayed-delivery basis.

The Investment Adviser employs current market statistics and economic
indicators to forecast returns for each sector of the securities market for
the Aetna Fund. These calculations provide a disciplined framework for
assessing the relative attractiveness of stocks, bonds, and cash equivalents.
The Investment Adviser uses proprietary computer programs to help calculate
the optimal asset exposure over specified time periods for the Aetna Fund.

Special Considerations   Investors should be aware that the investment
results of the Aetna 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 Aetna Fund's performance
would suffer if a major portion of its assets were allocated to stocks in a
declining market or, similarly, if a major portion of its assets were
allocated to bonds at a time of adverse interest rate movement.

Aetna Growth and Income Fund

Investment Objectives

Description of
Growth and
Income Fund

The Growth and Income Fund seeks long-term growth of capital and income
through investment in a diversified portfolio primarily of common stocks and
securities convertible into common stocks believed to offer above-average
growth potential.

Investment Policies   The Growth and Income Fund is expected to invest
primarily in common stocks which have significant potential for capital or
income growth. It may also invest in convertible and nonconvertible preferred
stocks, debt securities, rights and warrants.

Additionally, the Growth and Income Fund may lend portfolio securities, write
and buy listed covered call options and buy and sell listed covered put
options and stock index futures and options. The Growth and Income Fund may
also enter into repurchase agreements with domestic banks and broker dealers,
invest up to 25% of its assets in foreign securities, engage in currency
hedging and purchase securities on a when-issued or delayed-delivery basis.
The Growth and Income Fund will not invest more than 15% of the total value
of its assets in high risk, high-yield securities or "junk bonds."

Aetna Growth Fund

Description of
Growth Fund

Investment Objective   The Growth Fund seeks growth of capital through
investment in a diversified portfolio primarily of common stocks and
securities convertible into common stocks believed to offer growth potential.

<PAGE>
Investment Policy   The Growth Fund will normally invest at least 65% of its
total assets in common stocks which have potential for capital growth. It may
also invest in convertible and non-convertible preferred stocks.

Additionally, the Growth Fund may lend portfolio securities, buy and sell put
and call options, and stock index futures and options. The Growth Fund may
also enter into repurchase agreements, invest up to 25% of its assets in
foreign securities, engage in currency hedging and purchase securities on a
when-issued, delayed delivery or forward commitment basis. The Growth Fund
will not invest more than 15% of the total value of its assets in high risk,
high-yield securities or "junk bonds."

Investments of the Growth Fund are selected with the assistance of
computer-aided quantitative analysis and research. However, the Fund's
investments are not solely driven by quantitative techniques and asset
allocation decisions will always remain at the discretion of the Investment
Adviser.

Aetna Small Company Growth Fund

Description of
Small Company
Growth Fund

Investment Objective   The Small Company Growth Fund seeks growth of capital
primarily through investment in a diversified portfolio of common stocks and
securities convertible into common stocks of companies with smaller market
capitalizations.

Investment Policy   The Small Company Growth Fund will normally invest at
least 65% of its total assets in the common stock of companies with equity
market capitalizations at the time of purchase of $1 billion or less. The
Small Company Growth Fund may also invest in convertible and non-convertible
stocks.

Additionally, the Small Company Growth Fund may lend portfolio securities,
buy and sell put and call options and stock index futures and options. The
Small Company Growth Fund may also enter into repurchase agreements, invest
up to 25% of its assets in foreign securities, engage in currency hedging and
purchase securities on a when-issued, delayed delivery or forward commitment
basis. The Small Company Growth Fund will not invest more than 15% of the
total value of its assets in high risk, high-yield securities or "junk
bonds."

Investments for the Small Company Growth Fund are selected with the
assistance of computer-aided quantitative analysis and research. However, the
Fund's investments are not solely driven by quantitative techniques and asset
allocation decisions will remain at the discretion of the Investment Adviser.

<PAGE>
Aetna International Growth Fund

Description of
International
Growth Fund

Investment Objective   The International Growth Fund seeks long-term capital
growth primarily through investment in a diversified portfolio of common
stocks principally traded in countries outside of North America. The
International Growth Fund will not target any given level of current income.

Investment Policy   The International Growth Fund will invest at least 65% of
its total assets among securities principally traded in three or more
countries including Australia, Austria, Belgium, Denmark, Finland, France,
Germany, Hong Kong, Indonesia, Italy, Japan, Korea, Luxembourg, Malaysia, New
Zealand, the Netherlands, Norway, the Philippines, Singapore, Spain, Sweden,
Switzerland, Taiwan, Thailand, and the United Kingdom.

The International Growth Fund will invest primarily in equity securities but
may invest in convertible and preferred stocks. Further, from time to time
the International Growth Fund may hold up to 10% of its total assets in
long-term debt securities with an equivalent Standard & Poor's or Moody's
rating of AA/Aa or above.

The International Growth Fund may enter into forward foreign exchange
contracts or purchase financial futures or options (including options on
futures) as a means to moderate the impact of foreign currency fluctuations.
It may also purchase securities on a when-issued or delayed-delivery basis.

Aetna Asian Growth Fund

On September 29, 1995, the Board of Directors of the Company adopted a Plan
of Reorganization and Liquidation on behalf of the Aetna Asian Growth Fund
(the "Plan"). If the Plan is approved by the Asian Growth Fund shareholders,
the Aetna International Growth Fund would acquire all of the assets of the
Asian Growth Fund, the shareholders of the Asian Growth Fund would become
shareholders of the International Growth Fund, and the Asian Growth Fund
would be liquidated.

Description of
Asian Growth
Fund

Investment Objective   The Asian Growth Fund seeks long-term growth of
capital primarily through investment in a diversified portfolio of common
stocks principally traded in countries in Asia excluding Japan. The Asian
Growth Fund will not target any given level of current income.

Investment Policy   The Asian Growth Fund will invest at least 65% of its
total assets among securities principally traded in China, Hong Kong, India,
Indonesia, Malaysia, Pakistan, the Philippines, Singapore, South Korea, Sri
Lanka, Taiwan, and Thailand.

<PAGE>
The Asian Growth Fund will invest primarily in equity securities but may
invest in convertible and preferred stocks. In addition, the Asian Growth
Fund may invest up to 10% of its assets in long-term debt securities if the
Investment Adviser believes they will provide superior returns to common
stocks. The Asian Growth Fund may also enter into forward foreign exchange
contracts and purchase financial futures or options, and purchase securities
on a when-issued or delayed-delivery basis.

A special note
for Investors in
International
Growth Fund and
Asian Growth
Fund

Special Considerations for International Investors   In the last 30 years,
foreign economic growth has frequently outpaced that of the United States and
returns from equity investments have often exceeded those on comparable U.S.
securities. The Investment Adviser believes that investment in foreign
securities offers significant potential for long-term capital appreciation
and affords substantial opportunities for investment diversification.

However, investments in securities of foreign companies and in securities
denominated in foreign currencies involve additional risks not present in
U.S. securities. Please refer to "Risk Factors and Other Considerations"
below for further information.

Risk Factors and Other Considerations

General Considerations   The different types of securities purchased and
investment techniques used by a Fund involve varying amounts of risk. For
example, equity securities are subject to a decline in the stock market or in
the value of the company and preferred stocks have price risk and some
interest rate and credit risk. The value of debt securities may be affected
by changes in general interest rates and in the creditworthiness of the
issuer. Debt securities with longer maturities (for example, over ten years)
are more affected by changes in interest rates and provide less price
stability than securities with short term maturities (for example, one to ten
years). Also, on each debt security, there is a risk of principal and
interest default which will be greater with higher-yielding, lower-grade
securities. High risk, high-yield securities ("junk bonds") may provide a
higher return but with added risk. In addition, foreign securities have
currency risk.

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 Funds, excluding the Money Market Fund, do
not intend to make a general practice of short-term trading. It is
anticipated that under normal market conditions the average annual portfolio
turnover rates will not exceed 100% for each of the Funds.

<PAGE>
A high turnover rate will result in increased brokerage commissions and may
increase taxable capital gains. Please see "Taxes" for further information.

Cash or Cash Equivalents   All Funds reserve the right to temporarily depart
from their investment objective by investing up to 100% of their assets in
cash or cash equivalents to defend against potential market decline. Such
cash equivalents will be the same type of instruments invested in by the
Money Market Fund.

All the Funds may use the following:

Derivatives   In order to manage its exposure to changing interest rates,
securities prices and currency exchange rates, or to increase its investment
return, a Fund may engage in hedging and other strategies using derivatives.
A derivative is a financial instrument whose value depends on (or "derives"
from) the value of an underlying asset, such as a security, interest rate,
currency rate or index. Derivatives which may be used in the Funds include
forward contracts, swaps, structured notes, collateralized mortgage
obligations ("CMOs"), futures and options (see below). The risks involved in
using derivatives include the risk that the derivative may experience greater
price swings than other securities and may be less liquid than other
securities. Leveraged derivatives involve borrowing. The Funds may use
derivatives as a hedge against foreign currency, equity market or interest
rate risk, or to gain additional exposure to certain markets for investment
purposes, within the limitations set forth below. In addition, they may be
used to enhance a Fund's yield. For purposes other than hedging, a Fund will
invest no more than 5% of its assets in derivatives which at the time of
purchase are considered by management to involve high risk to the Fund, such
as inverse floaters, interest only ("IO") and principal only ("PO") debt
instruments. Each Fund (except the Money Market Fund) may invest up to 30% of
its assets in lower risk derivatives for hedging purposes.

Borrowing   Each Fund may borrow up to 5% of the value of its total assets
from a bank for temporary or emergency purposes. The Funds do not intend to
borrow for other purposes, except that they may invest in leveraged
derivatives which have certain risks as outlined above.

Repurchase Agreements   Under a repurchase agreement, a 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.

The Funds may enter into repurchase agreements with domestic banks and
broker-dealers. Such agreements, although fully

<PAGE>
collateralized, involve the risk that the seller of the securities may fail
to repurchase them. In that event, a 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 a Fund to liquidate the collateral may
be delayed or limited.

The Company's Board of Directors has established credit standards for issuers
of repurchase agreements entered into by a Fund.

Asset-Backed Securities   Each Fund may purchase securities collateralized by
a specified pool of assets, including, but not limited to, automobile loans,
computer leases, boat 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.

Bank Obligations   Each Fund may invest in obligations issued by domestic
banks or foreign banks (including bankers' acceptances, time deposits and
certificates of deposit) provided the issuing bank has a minimum of $5
billion in assets and a primary capital ratio of at least 4.25%.

Illiquid and Restricted Securities   Each Fund may invest up to 15% of its
total assets in illiquid securities (10% in the case of the Money Market
Fund). Illiquid securities are securities that are not readily marketable or
cannot be disposed of within seven days in the ordinary course of business
without taking a materially reduced price. In addition, a Fund may invest in
securities that are subject to legal or contractual restrictions as to
resale, including securities purchased under Rule 144A and Section 4(2) of
the Securities Act of 1933. The Board of Directors has established a policy
to determine the liquidity of such securities.

Foreign Securities   The purchase of foreign securities may involve certain
additional risks. Such risks include: currency fluctuations and related
currency conversion costs; less liquidity; price or income volatility; less
government supervision and regulation of foreign stock exchanges, 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

<PAGE>
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.

All Funds except the Money Market Fund
may also use the following:

Futures Contracts   A Fund may enter into futures contracts or options on
futures to manage the risk of changes in interest rates, equity prices,
currency exchange rates or in anticipation of future purchases or sales of
securities.

Certain risks are involved in futures contracts, including but not limited
to: no assurance that transactions in futures contracts can be effected at
favorable prices; possible reduction in a Fund's total return and yield;
possible reduction in value of the futures instrument; the inability of a
Fund to limit losses by closing its position due to lack of a liquid
secondary market or due to daily limits of price fluctuation; imperfect
correlation between the value of the contracts and the related securities;
and potential losses in excess of the amount invested in the futures
contracts themselves.

The use of futures involves a high degree of leverage because of the low
margin requirements. As a result, small price movements in futures contracts
may result in immediate and potentially unlimited losses or gains to a 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.

Options   Options are used to minimize principal fluctuation or to generate
additional premium income but they do involve risks. Writing call options,
for example, involves the risk of not being able to effect closing
transactions at favorable prices or to participate in the appreciation of the
underlying securities. Purchasing put options involves the risk of losing the
entire purchase price of the option.

All Funds except the Money Market Fund,
Government Fund, International Growth Fund
and Asian Growth Fund may also use the following:

High-Yield Securities   A Fund may invest in high risk, high-yield
securities, often called "junk bonds". These securities are rated BB/Ba or
below, or, if unrated, are considered by the Investment Adviser to be of
comparable quality. The Funds will not invest in high-yield securities rated
below B (securities with the capacity to meet interest

<PAGE>
and principal payments but with greater vulnerability to default). These
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.

Although junk bonds are high risk investments, the Investment Adviser may
purchase these securities if they are thought to offer good value. This may
happen if, for example, the rating agencies have, in the Investment Adviser's
opinion, misclassified the bonds or overlooked the potential for the issuer's
enhanced creditworthiness.

The Government Fund, Bond Fund
and Aetna Fund may also use the following:

Mortgage-Backed Securities   A 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 GNMA, the FHLMC and the FNMA. These securities
represent part ownership of a pool of mortgage loans where 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. A Fund may also invest in private
mortgage pass-through securities backed by pools of conventional fixed-rate
or adjustable-rate mortgage loans. In addition, a Fund may invest in CMOs and
securities issued by real estate mortgage investment conduits ("REMICs").
Mortgage-backed securities are also subject to the same prepayment risk as
asset-backed securities.

The Aetna Fund, Growth and Income Fund,
Growth Fund and Small Company Growth Fund
may also use the following:

Small Capitalization Companies   These companies may be in an early
developmental stage or older companies entering a new stage of growth due to
management changes, new technology, products or markets. They may also be
undervalued due to poor economic conditions, market decline or actual or
anticipated unfavorable developments affecting the issuer of the security or
its industry.

Securities of small capitalization companies tend to offer greater potential
for growth than securities of larger, more established issuers but there are
additional risks associated with them. These risks include: limited
marketability; more abrupt or erratic market move-

<PAGE>
ments than securities of larger capitalization companies; and less publicly
available information about the issuer. In addition, these companies may be
dependent on relatively few products or services, have limited financial
resources and lack of management depth, and may have less of a track record
or historical pattern of performance.

Investment Restrictions

A Fund will not concentrate its investments in any one industry except that a
Fund may invest up to 25% of its total assets in securities issued by
companies principally engaged in any one industry. For purposes of this
restriction, finance companies will be classified as separate industries
according to the end users of their services, such as automobile finance,
computer finance and consumer finance. This limitation will not apply to
securities issued or guaranteed by the U.S. Government, its agencies and
instrumentalities and, in the case of the Money Market Fund, to securities
invested in, or repurchase agreements for, U.S. Government securities, and
certificates of deposit, bankers' acceptances, or securities of banks and
bank holding companies. Also, a Fund will not invest more than 5% of its
total assets in the securities of any one issuer (excluding securities issued
or guaranteed by the U.S. Government, its agencies or instrumentalities) or
purchase more than 10% of the outstanding voting securities of any one
issuer. This restriction applies only to 75% of a Fund's total assets. See
the SAI for additional restrictions.

Shareholder Services

The Company offers several services to its Fund shareholders. These may be
selected on the Application.

These services may not be available through employer-sponsored retirement
plans. For information on services that are available under
employer-sponsored retirement plans, such as 401(k) plans, please refer to
your enrollment materials. The specific provisions of your plan will govern
the investment options and services available to you.

Shareholder Inquiries   If you have any questions about the Funds or the 
shareholder services described below, please call 1-800-367-7732.

How to
Purchase
Shares

How to Purchase Shares   Select Class shares may be purchased directly from
the Company, through a registered representative of a broker-dealer
affiliated with the Company, through a registered representative of an
unaffiliated broker-dealer, or through an employer-sponsored retirement plan
(if you are purchasing through such a plan, please refer to your enrollment
materials).

<PAGE>
How to Open an Account   To open an account, please complete and submit an
Application with the amount to be invested. You may open an account with a
minimum investment of $1,000 or $500 for IRAs. Minimum investments may be
waived if an investment is made through exchange of the entire amount
invested in another Fund. Minimums may also be waived for certain
circumstances such as for persons investing through certain benefit plans,
insurance settlement options or by systematic investments. (Please refer to
"Other Features--Systematic Investment.")

Crediting of Shares   If Firstar Trust Company (the transfer agent) receives
a completed and signed Application, accompanied by a check in payment for the
shares at its Milwaukee offices prior to 4:00 p.m. Eastern time on any day
that the New York Stock Exchange is open for business ("Business Day"), the
Select Class shares will be purchased at the net asset value determined as of
4:15 p.m. on that date. Orders received after 4:00 p.m. will be processed at
the net asset value determined on the following Business Day. For investors
purchasing shares in connection with retirement plans offered by certain
institutions (Institutions) under Section 401 of the Internal Revenue Code,
shares will be purchased at the next price calculated on a day the NYSE is
open provided that the Institution receives the investor's request before the
time specified by such Institution. Investors participating in such a plan
should refer to their enrollment materials for a discussion of any specific
instructions on the timing or restrictions on the purchase of shares. Please
refer to "Net Asset Value" for information on how the Funds are valued.

Once you have opened an account in a Fund, additional investments may be made
by mail ($100 minimum), wire transfer ($500 minimum) or exchange from the
same class of another Fund in the Aetna Series Fund, Inc.

All checks must be drawn on a bank located within the United States and
payable in U.S. dollars.

You can make
a purchase
by mail

Purchase by Mail   To purchase shares by mail, please complete and sign the
Application, make a check payable to the Aetna Series Fund, Inc. and mail to
the transfer agent, as follows:

    Aetna Series Fund, Inc.
    c/o Mutual Fund Services, 3rd Floor
    P.O. Box 701
    Milwaukee, WI 53201-0701

<PAGE>
Applications mailed by overnight courier should be sent to the transfer agent
as follows:

    Aetna Series Fund, Inc.
    c/o Mutual Fund Services, 3rd Floor
    615 E. Michigan Street
    Milwaukee, WI 53202

You can make additional investments to your accounts by using the investment
stubs from your confirmation statements or by letter. Your letter should
indicate your name, account numbers, the Select Class shares of which Funds
you wish to invest in, and the amount to be invested. Letters should be
mailed to the address listed above under Purchase by Mail. When opening an
account, your check should be made payable to Aetna Series Fund, Inc. or
Firstar Trust Company. Cash, credit cards and third party checks cannot be
used to open an account. Firstar will accept checks for subsequent purchases
which are made payable to the account owner(s).

You can
purchase by
wire, electronic
funds transfer
or exchange

Purchase by Wire   If you have an account in a Fund you may purchase
additional Select Class shares of that Fund through a wire transfer. For
federal funds wire instructions, please call 1-800-367-7732. Federal funds
wire purchase orders will be accepted only when the Fund and custodian bank
are open for business.

Purchase by Electronic Funds Transfer   Once an account has been established
in any of the Funds, you may wish to make additional purchases of Select
Class shares by using Electronic Funds Transfer ("EFT") facilities under the
Systematic Investment feature. EFT will allow you to transfer money between a
bank account and a specific Fund. The appropriate election must be made on
the Application to authorize this option.

Purchase by Exchange   You may open an account or purchase additional shares
by making an exchange between Select Class shares of Aetna Series Fund, Inc.
See "Other Features" for automatic exchange privileges. An exchange may be
made by submitting a letter requesting the exchange and specifying the name
and account number of your current Fund account, the name of the Fund you
wish to exchange into, the amount to be exchanged, and the signatures of all
shareholders. Send your request to the transfer agent as follows:

    Aetna Series Fund, Inc.
    c/o Mutual Fund Services, 3rd Floor
    P.O. Box 701
    Milwaukee, WI 53201-0701

<PAGE>
You may exchange your Select Class shares by calling 1-800-367-7732. Please
provide the Fund names, account number, your Social Security number or
taxpayer identification number, account address and the amount to be
exchanged. Requests received prior to 4:00 p.m. Eastern time will be
processed that business day.

You should carefully consider the following before making an exchange:

(bullet)  Each exchange may result in a gain or loss and is treated as a sale
          and as a purchase of shares for tax purposes.

(bullet)  An exchange which represents an initial investment in a Fund must
          meet the minimum investment requirements.

(bullet)  The shares received in an exchange must be identically registered.
          A letter with signature guarantees must accompany any exchange
          request to transfer shares into a Fund account that is not
          registered identically to the transferring Fund account.

(bullet)  Following an investment in a Fund, there is a required eight-day
          holding period before those shares can be exchanged.

There is currently no limit on the number of exchanges. However, each Fund
reserves the right to temporarily or permanently terminate the exchange
privilege for any person who makes more than five exchanges out of a Fund per
calendar year. In addition, each Fund reserves the right to refuse exchange
purchases by any person or group if, in the Investment Adviser's judgment,
that Fund would be unable to invest effectively in accordance with its
investment objective as a result of such exchange. Each Fund also reserves
the right to revise the exchange privilege at any time.

You automatically receive telephone exchange privileges when you establish
your account. If you do not want telephone exchange privileges, write to the
transfer agent at the above address or call 1-800-367-7732. The Funds will
employ reasonable procedures to confirm that instructions received are
genuine. If the Funds do not follow those procedures, they may be liable for
any losses due to unauthorized or fraudulent instructions. For your
protection, all telephone exchange transactions will be recorded, and you
will be asked for certain identifying information.

Your distribution
option can be
changed at any
time by calling
1-800-367-7732

Distribution Options   When completing an Application, you must select one of
the following options:

(bullet)  Full Reinvestment - Both dividends and capital gains distributions
          from a Fund will be reinvested in additional Select Class shares of
          that Fund. This option will be selected automatically unless one of
          the other options is specified. (Please refer to "Fund
          Distributions.")

<PAGE>
(bullet)  Or . . . Capital Gains Reinvestment - Capital gains distributions
          from a Fund will be reinvested in additional Select Class shares of
          that Fund and all net income dividends will be distributed in cash.

(bullet)  Or . . . All Cash - Dividends and capital gains distributions will
          be paid in cash.

If a cash distribution option is selected, you can elect to have
distributions automatically invested in Select Class shares of another Fund
of Aetna Series Fund, Inc.

How to Redeem Shares   To redeem all or a portion of the Select Class shares
in your account, a redemption request should be submitted as described below.
Shares will be redeemed at the net asset value next determined after receipt
of the redemption request by the transfer agent. Redemptions received by 4:00
p.m. Eastern time will be processed at the net asset value determined as of
4:15 p.m. on that date if all required documentation is received by the
transfer agent by 4:00 p.m. Redemption requests received after 4:00 p.m. will
be processed at the net asset value determined on the following business day.

For help with
redemptions, call
1-800-367-7732

Redeem by Mail   Shares of any Fund may be redeemed by sending a letter of
instruction to the transfer agent identifying the Fund, the number of shares
or dollar amount to be redeemed, your name and the Fund account number. The
letter of instruction must be signed by all person(s) required to sign for
the Fund account, exactly as it is registered, and accompanied by a signature
guarantee(s). Certain nonindividual shareholders may also be required to
furnish copies of a corporate resolution, trust document or other supporting
documents.

Once shares are redeemed, the relevant Fund will normally send the proceeds
of such redemption within one or two business days. However, if making
immediate payment could adversely affect a Fund, the Fund may defer
distribution for up to seven days or the maximum period allowed by law, if
shorter. Also, a Fund will hold payment of redemption proceeds until a
purchase check or systematic investment clears, which may take up to 12
calendar days. The Fund(s) may suspend redemptions or postpone payments when
the New York Stock Exchange is closed or when trading is restricted for any
reason other than its customary weekend or holiday closings, or under any
emergency circumstances as determined by the Commission.

Redeem by Wire   Redemption proceeds will be transferred by wire to your
designated bank account if federal funds wire instructions are provided with
your signature guaranteed letter of redemption. A $7.50 fee will be charged
for this service. A minimum redemption of $1,000 is required for wire
transfers.

<PAGE>
Signature Guarantee   The Funds will waive the signature guarantee
requirement for redemption requests for amounts of $10,000 or less. However,
if you wish to have your redemption proceeds transferred by wire to your
designated bank account, paid to someone other than the shareholder of
record, or sent somewhere other than the shareholder address of record, you
must provide a signature guarantee with your written redemption instructions
regardless of the amount of redemption.

The Funds reserve the right to amend or discontinue this waiver of signature
guarantee policy at any time and establish other criteria for verifying
redemption request authenticity.

Any one of the following institutions may provide a signature guarantee: a
national or state bank (or savings bank in New York or Massachusetts only); a
trust company; a federal savings and loan association; or a member firm of
the New York, American, Boston, Midwest, or Pacific Stock Exchanges. Please
note that signature guarantees are not provided by notary publics.

Minimum Account Balance   To keep your account open, you must maintain a
minimum balance of $500 in each Fund account. If this minimum balance is not
maintained due to redemptions, the Fund reserves the right to redeem all of
your remaining shares in that account and mail the proceeds to you at the
address of record. Shares will be redeemed at net asset value on the day the
account is closed. The Fund will give you 60 days notice that such redemption
will occur unless you make an additional investment to increase the account
balance to the $500 minimum.

Information you
will receive

Tax-Deferred Retirement Plans   Aetna Series Fund can be used for investment
by a variety of tax-deferred plans. These plans let you save for retirement
and can defer taxes on your investment income. Some of these plans are:

(bullet)  IRAs, available to individuals who work and their spouses.

(bullet)  401(k) Programs, available to corporations of all sizes to benefit
          their employees.

Shareholder Information   The transfer agent will maintain shareholder
accounts. A confirmation statement is sent to you after every transaction
that affects your share balance or account registration. A Form 1099 will
also be sent each year by January 31. You will also receive an annual and
semiannual report of the Funds. The transfer agent may charge you a fee for
special reports such as an historical transcript of your account.

Consolidated Statements reflecting current account values and year-to-date
transactions will be sent each quarter. All accounts identified by the same
social security number and address will be consolidated.

<PAGE>
For example, you could receive a Consolidated Statement showing your
individual and IRA accounts. Annual and semiannual reports will also be
consolidated on this basis. With the prior permission of the other
shareholders involved, you have the option of requesting that accounts
controlled by those other shareholders be shown on one Consolidated
Statement. For example, information on your individual account, your IRA,
your spouse's individual account and your spouse's IRA may be shown on the
Consolidated Statement.

Other Features

A convenient
way to make
regular
investments

Systematic Investment   The Systematic Investment feature, using the EFT
capability, allows you to make automatic monthly investments in any of the
Funds. You may select on the Application the amount of money to be moved and the
Fund(s) to be invested in. There is no minimum initial cash investment required
to open your account. However, the minimum monthly Systematic Investment is $50
per Fund account. Your application must be received at least 15 business days
prior to the first EFT transaction. The Systematic Investment feature and EFT
capability will be terminated upon total redemption of your account. Also, a
Fund will hold payment of redemption proceeds until a Systematic Investment has
cleared, which may take up to 12 calendar days.

For more
information, call
1-800-367-7732

Automatic Cash Withdrawal Plan   The Automatic Cash Withdrawal Plan provides
a convenient way for you to receive a systematic distribution while
maintaining an investment in the Funds. The Automatic Cash Withdrawal Plan
permits you to have payments of $100 or more automatically transferred from
your account(s) in the Fund(s) to your designated bank account on a monthly
basis. In order to start this plan, you must have a minimum balance of
$10,000 in any Fund account utilizing this feature. Your automatic cash
withdrawals will be processed on a regular basis beginning on or about the
first day of the month. There may be tax consequences associated with these
transactions. Please consult your tax advisor.

Be sure to
sign up for
checkwriting
services

Checkwriting Service   Checkwriting is available with the Money Market Fund.
There is currently no charge for this service. Checks must be for a minimum
of $250 and the checkwriting service may not be used for a complete
redemption of your account. If the amount of the check is greater than the
value of your account, the check will be returned unpaid. In addition, checks
written against shares purchased by check or Systematic Investment in the
past 12 calendar days will be returned unpaid due to uncollected funds. The
option for this service is included on the Application. All notices with
respect to checks must be given to the transfer agent. The checkwriting
service is not available for IRAs or other retirement accounts.

<PAGE>
TDD Service   Firstar Trust Company, the transfer agent, offers
Telecommunication Device for the Deaf (TDD) services for hearing impaired
shareholders. The dedicated number for this service is 1-800-684-3416 and
appears on shareholder account statements.

Changes to Service   The Funds reserve the right to amend the shareholder
services or to change the terms or conditions.

Cross-Fund Investing

(bullet)  Dividend Investing - You may elect to have dividend and/or capital
          gains distributions automatically invested in one other Select
          Class Fund account.

(bullet)  Systematic Exchange - You may establish an automatic exchange of
          Select Class shares from one Fund account to another. The exchange
          will occur on or about the 15th day of each month and must be for a
          minimum of $50 per month. As this transaction is treated as an
          exchange, the policies related to the exchange privilege apply.
          Please read the "Shareholder Services--Purchase by Exchange"
          section carefully. There may be tax consequences associated with
          these exchanges. Please consult your tax advisor.

Cross-Fund Investing may only be made in a Fund account that has been
previously established with the Fund's minimum investment. To request either
or both of these features, please call 1-800-367-7732 to obtain the
appropriate application.

Management of the Funds

Directors   The business affairs of each Fund are managed under the direction
of the Board of Directors (Directors). The Directors set broad policies for
the Company and each Fund. Information about the Directors is found in the
SAI.

The Fund's
Investment
Adviser

Investment Adviser   ALIAC, the Investment Adviser for each Fund, is a
Connecticut corporation with its principal offices at 151 Farmington Avenue,
Hartford, Connecticut 06156. The Investment Adviser is registered with the
Commission as an investment adviser and in addition to managing the Funds,
provides investment advisory services to other investment companies and for
its general account, all of which together hold over $6 billion in assets.
The Investment Adviser is currently a wholly owned subsidiary of Aetna Life
and Casualty Company which, with affiliated companies, comprises one of the
world's leading providers of insurance and financial services.

Under an investment advisory agreement, the Investment Adviser is, subject to
the supervision of the Directors, responsible for manag-

<PAGE>
ing the assets of each Fund in accordance with its investment objectives and
policies.

The Investment Adviser furnishes all necessary facilities and pays the
salaries and other related costs of personnel engaged in providing investment
advice to the Company. It also pays salary, other fees and expenses for
Directors and officers of the Company who are employees or affiliated persons
of the Investment Adviser.

Advisory
Fees

The Investment Adviser receives a monthly fee from each Fund at an annual
rate based on average daily net assets of each Fund as follows:

                        Fee               Assets
- -----------------    ----------   --------------------------
Money Market Fund      0.400%    On first $500 million
                       0.350%    On next $500 million
                       0.340%    On next $1 billion
                       0.330%    On next $1 billion
                       0.300%    Over $3 billion
- -----------------    ----------   --------------------------
Government Fund        0.500%    On first $250 million
                       0.475%    On next $250 million
                       0.450%    On next $250 million
                       0.425%    On next $1.25 billion
                       0.400%    Over $2 billion
- -----------------    ----------   --------------------------
Bond Fund              0.500%    On first $250 million
                       0.475%    On next $250 million
                       0.450%    On next $250 million
                       0.425%    On next $1.25 billion
                       0.400%    Over $2 billion
- -----------------    ----------   --------------------------
Aetna Fund             0.800%    On first $500 million
                       0.750%    On next $500 million
                       0.700%    On next $1 billion
                       0.650%    Over $2 billion
- -----------------    ----------   --------------------------
Growth and Income
  Fund                 0.700%    On first $250 million
                       0.650%    On next $250 million
                       0.625%    On next $250 million
                       0.600%    On next $1.25 billion
                       0.550%    Over $2 billion
- -----------------    ----------   --------------------------
Growth Fund            0.700%    On first $250 million
                       0.650%    On next $250 million
                       0.625%    On next $250 million
                       0.600%    On next $1.25 billion
                       0.550%    Over $2 billion

<PAGE>
- -----------------    ----------   --------------------------
Small Company
  Growth Fund          0.850%    On first $250 million
                       0.800%    On next $250 million
                       0.775%    On next $250 million
                       0.750%    On next $1.25 billion
                       0.725%    Over $2 billion
- -----------------    ----------   --------------------------
International
  Growth Fund          0.850%    On first $250 million
                       0.800%    On next $250 million
                       0.775%    On next $250 million
                       0.750%    On next $1.25 billion
                       0.700%    Over $2 billion
- -----------------    ----------   --------------------------
Asian Growth           1.000%    On first $250 million
                       0.875%    On next $250 million
                       0.850%    On next $250 million
                       0.825%    On next $1.25 billion
                       0.800%    Over $2 billion

The investment advisory and administrative service fees, when taken together,
applicable to (before expense reimbursement) the Aetna Fund, Growth and
Income Fund, Growth Fund, Small Company Growth Fund, International Growth
Fund and Asian Growth Fund are higher than those charged by some other
investment advisers to other registered investment companies.

Sub-advisers to
Aetna Series
Fund, Inc.
   
Sub-Advisers The Investment Adviser has engaged Aeltus as the sub-adviser to the
Growth Fund and the Small Company Growth Fund. Aeltus Far East serves as the
sub-adviser to the Asian Growth Fund pending its merger with the International
Growth Fund. Aeltus is a Connecticut corporation located at 151 Farmington
Avenue, Hartford, Connecticut 06156. Aeltus is a wholly owned subsidiary of
Aetna Life Insurance Company which is in turn owned by Aetna. Aeltus Far East
has its principal place of business at 2 Pacific Place, 88 Queensway, Hong Kong.
Each sub-adviser is registered as an investment adviser with the Commission.
    
Under sub-advisory agreements with the Investment Adviser, the sub-advisers
are subject to the supervision of the Investment Adviser and the Directors,
and are responsible for managing the assets of each respective Fund in
accordance with its investment objective and policies. The sub-advisers pay
the salaries and other related costs of personnel engaged in providing
investment advice including office space, facilities and equipment.

The Investment Adviser has overall responsibility for monitoring the
investment program maintained by the sub-advisers for compliance with
applicable laws and regulations and the respective Fund's investment
objective.

<PAGE>
Administrator   ALIAC acts as administrator for each Fund and performs
certain administrative and internal accounting services, including
maintaining general ledger accounts, regulatory compliance, preparing
financial information for semiannual and annual reports, preparing
registration statements, calculating net asset values (except for the
International Growth and Asian Growth Funds), shareholder communications and
supervising the custodians and transfer agent.

For these services, each Fund pays ALIAC a monthly fee at an annual rate
based on average daily net assets of the Fund as follows: 0.25% on the first
$250 million, 0.24% on the next $250 million, 0.23% on the next $250 million,
0.22% on the next $250 million, 0.20% on the next $1 billion and 0.18% on
assets over $2.0 billion.

Principal Underwriter   ALIAC is the principal underwriter for the Company.
ALIAC may contract with various broker-dealers, including one or more
affiliates, for distribution of Select Class shares. ALIAC may also sell
shares of the Funds directly.

Transfer Agent   Firstar Trust Company acts as each Fund's transfer and
dividend-paying agent. Firstar is responsible for the issuance, transfer and
redemption of shares and the opening and maintenance of shareholder accounts.

Fund Expenses   Each Fund bears the costs of its operations. Expenses
directly attributable to a Fund are charged to that Fund. Some expenses are
allocated proportionately among all the Funds in relation to the net assets
of each Fund and some expenses are allocated equally to each Fund.

Portfolio Management

The following individuals are primarily responsible for the day-to-day
management of the Funds, as indicated below. All of the following individuals
may also decide as a group what strategy may benefit all of the Funds.

Money Market Fund, Government Fund and Bond Fund   Jeanne Wong-Boehm,
Managing Director, ALIAC. Ms. Wong-Boehm has been with ALIAC since 1982 and
has over 10 years of investment experience.

Aetna Fund   John Y. Kim, Chief Investment Officer, ALIAC. Mr. Kim joined
ALIAC in May 1994. Mr. Kim has over 10 years of investment management
experience with ALIAC, and affiliate of ALIAC, and Mitchell Hutchins
Institutional Investors, Inc.

<PAGE>
Growth and Income Fund   Kevin M. Means, Portfolio Manager, ALIAC. Mr. Means
has over eight years investment management experience. Before joining ALIAC
in 1994 he was with INVESCO Capital Management, Inc. Vincent Fioramonti, who
is responsible for Hong Kong transactions for this Fund, has been with ALIAC
since 1994 and has over seven years of international investment experience.

Growth Fund   Peter B. Canoni, Managing Director, Aeltus. Mr. Canoni has been
with Aetna since 1980 and has over 20 years of investment experience.

Small Company Growth Fund   Thomas J. DiBella, Investment Officer, Aeltus.
Before joining Aeltus, Mr. DiBella was Investment Officer at Bethlehem Steel
from 1989 to 1991. Mr. DiBella has over 10 years of investment experience.

International Growth Fund   Vince Fioramonti, Portfolio Manager, ALIAC. Mr.
Fioramonti is the lead portfolio manager for this Fund. He has been with
ALIAC since 1994 and has over seven years of international investment
experience. Kevin M. Means is co-manager for this Fund. Mr. Means has over
eight years investment managment experience. Before joining ALIAC in 1994 he
was with INVESCO Capital Management, Inc.

Asian Growth Fund   Anna Tong, Managing Director, Aeltus Far East. Ms. Tong
has been with Aetna since 1985 and has over 10 years of Asian investment
experience.

Fund Distributions

How to
receive
dividends

(bullet)  The Money Market Fund declares dividends daily and pays monthly.

(bullet)  The Government Fund and the Bond Fund declare and pay dividends
          monthly.

(bullet)  The Aetna Fund and the Growth and Income Fund declare and pay
          dividends semiannually.

(bullet)  The Growth Fund, Small Company Growth Fund, International Growth
          Fund and Asian Growth Fund declare and pay dividends annually.

(bullet)  All capital gains distributions, if any, are paid on an annual
          basis.

 Income dividends are derived from investment income, including dividends,
interest, realized short-term capital gains, and certain foreign currency
gains received by a Fund. Capital gains distributions are derived from each
Fund's realized long-term capital gains. The per share dividends and
distributions of Select Class shares will be higher

<PAGE>
than the per share dividends and distributions of the Adviser Class as a
result of the distribution fees and service fees applicable to the Adviser
Class.

Money Market Fund shares begin to accrue dividends the day after they are
purchased; a redemption will include dividends declared through the
redemption date.

Reinvestment of Income Dividends and Capital Gains Distributions   Unless you
elect otherwise, as permitted in the Application, income dividends and
capital gains distributions with respect to a particular Fund will be
reinvested in additional Select Class shares of that Fund and will be
credited to your account at the next determined net asset value per share.
Both income dividends and capital gains distributions are paid by a Fund on a
per-share basis. As a result, at the time of such payment, the net asset
value per share of a Fund (except the Money Market Fund) will be reduced by
the amount of such payment.

If you wish to change the manner in which you receive income dividends and
capital gains distributions, your notification of such change must be
received by the transfer agent at least ten days before the next scheduled
distribution.

Net Asset Value

Pricing
your Fund

The net asset value per share ("NAV") of each Fund is determined as of 4:15
p.m. Eastern time on each day that the NYSE is open for trading. Except for
the Money Market Fund, the NAV is computed by dividing the total value of a
Fund's securities, plus any cash or other assets (including dividends accrued
but not collected) less all liabilities (including accrued expenses), by the
number of shares outstanding.

Portfolio securities are valued primarily on the basis of market quotations.
All other assets, including restricted securities and other securities for
which market quotations are not readily available, are valued at their fair
value in such manner as may be determined, from time to time, in good faith
by, or under the authority of, the Directors.

The Money Market Fund's portfolio securities are valued by the amortized cost
method of valuation. The Money Market Fund's use of amortized cost is part of
its effort to maintain a constant net asset value of $1.00 per share.

Taxes

Form 1099-DIV
will be mailed
to you in January

Introduction   The tax information described below is only a summary of
federal income tax consequences and is based on tax laws and regulations in
effect as of the date of this Prospectus. Please refer to the SAI for a more
detailed discussion of federal income tax consider-

<PAGE>
ations. In addition to federal taxes, you may be subject to state and local
taxes and you should discuss your individual tax situation with your tax
advisor.

Shareholder Distributions   Distributions of net long-term capital gains are
taxable to you as long-term capital gains regardless of the length of time
you have owned your shares. Distributions of net investment income and net
short-term capital gains are taxable to you as ordinary income. Depending on
a Fund's investments, part or all of ordinary income dividends could be
treated as: (1) "U.S. Government Interest Dividends" which are exempt from
state and local taxes or (2) "Qualifying Dividends" which for corporate
shareholders would qualify for the 70% dividends-received deduction.
Dividends paid by the Government Fund may be U.S. Government Interest
Dividends. Substantially all dividends paid by the Growth and Income Fund,
and, to a lesser degree, the Aetna Fund, the Growth Fund and the Small
Company Growth Fund will be Qualifying Dividends.

Investment income from foreign securities may be subject to foreign taxes
withheld at the source. It is impossible to determine the effective rate of
foreign tax in advance since the amount of a Fund's assets to be invested in
various countries is not known. The International Growth and Asian Growth
Funds may elect to "pass through" foreign taxes paid in order to permit
shareholders to claim a credit or deduction, if more than 50% of the value of
such Fund's assets at the close of a taxable year consist of stock or
securities of foreign corporations.

A Fund's distributions are taxable in the year they are received, whether you
take them in cash or reinvest them in additional shares. However,
distributions declared in December and paid in January are taxable as if paid
on December 31. Each Fund will send a statement to shareholders by January 31
indicating the tax status of distributions made during the previous year, and
any foreign taxes "passed-through" to shareholders.

Buying a Dividend   If you buy shares of a Fund (other than the Money Market
Fund) just before the ex-dividend date, you will be taxed on the entire
amount of the dividend received.

Share Redemptions   Any gain or loss realized when you redeem (sell) or
exchange shares of a Fund will be treated as a taxable long-term or
short-term capital gain or loss. Please see the SAI for information regarding
any limitation on deductibility of such losses.

Tax Withholding   When you fill out your Application, you will be asked to
certify that your Social Security or taxpayer identification

<PAGE>
number is correct and that you are not subject to 31% backup withholding by
the Internal Revenue Service ("IRS"). If you are subject to backup
withholding, the IRS can require a Fund to withhold 31% of your taxable
dividends, capital gains distributions and redemptions.

General Information

Articles of Incorporation   The Company was incorporated under the laws of
Maryland on June 17, 1991. The Articles of Incorporation (Articles) provide
for the issuance of multiple series of shares each representing a portfolio
of investments with different investment objectives, policies and
restrictions. The Company currently offers 12 series or Funds. Nine of the
Funds are described in this Prospectus.

Share Classes   Each Fund offers shares of common stock currently classified
into two classes, Select Class shares and Adviser Class shares. Each class of
shares has the same rights, privileges and preferences, except with respect
to: (a) the effect of the respective sales charge, if any, for each class;
(b) the distributions and/or service fees borne by each class; (c) the
expenses allocable exclusively to each class; (d) voting rights on matters
exclusively affecting a single class and (e) the exchange privilege of each
class. The Board of Directors does not anticipate that there will be any
conflicts among the interests of the holders of the different classes of
shares of the Funds. The Directors continue to consider whether any such
conflicts exist and, if so, take appropriate action.

The Company has obtained a ruling from the IRS with respect to the nine Funds
described in this Prospectus to the effect that differing distributions among
the classes of its shares will not result in the Fund's dividends or other
distributions being regarded as "preferential dividends" under the Code. The
Company is currently seeking a similar ruling for its three newest Funds. For
additional information, see the SAI.

Capital Stock   The Articles currently authorize the issuance of 4.8 billion
shares of capital stock of the Company. All shares are nonassessable,
transferable and redeemable. There are no preemptive rights.

   
As of November 30, 1995, the following shares were owned by Aetna companies:
    

<PAGE>

   
                                    ALIAC
                            ----------------------
                             Select      Adviser
                            ---------   ----------
Money Market Fund             118,371           0
Government Fund               703,970           0
Bond Fund                      75,211     494,932
Tax-Free Fund                  11,277           0
The Aetna Fund                 10,615           0
Growth and Income Fund      1,143,762           0
Growth Fund                 2,331,355           0
Small Company Growth
  Fund                         11,345   2,322,352
International Growth
  Fund                        464,386           0
Asian Growth Fund                   0           0
Aetna Ascent                        0           0
Aetna Crossroads                    0           0
Aetna Legacy                        0           0

                                     ALIC
                            ----------------------
                             Select      Adviser
                            ---------   ----------
Asian Growth Fund           2,053,413           0
    

All shares were acquired for investment and can be disposed of only by
redemption. ALIAC and its affiliates may make additional investments into the
Funds.

Shareholder Meetings   The Company is not required and does not intend to
hold annual shareholder meetings. The Articles provide for meetings of
shareholders to elect Directors at such times as may be determined by the
Directors or as required by the Investment Company Act of 1940. If requested
by the holders of at least 10% of a Fund's outstanding shares, the Company
will hold a shareholder meeting for the purpose of voting on the removal of
one or more Directors and will assist with communication concerning that
shareholder meeting.

Voting Rights   Shareholders of each class are entitled to one vote for each
full share held and fractional votes for fractional shares of each class held
on matters submitted to the shareholders of the Company. Voting rights are
not cumulative. Generally, shares of the Company will be voted on a
Company-wide basis on all matters except matters affecting only the interests
of one Fund or one class of shares.

<PAGE>
Payments to Dealers   From time to time, ALIAC or its affiliates may make
payments (up to 0.25%, computed on an annualized basis, of average monthly
account values) to other dealers and/or their agents who sell Select Class
shares or who provide shareholder services to you. These payments are made
from the resources of the paying entity so the price you pay for Select Class
shares and the value of your investment will be unaffected.

Performance Data

The Funds may compare their performance to other mutual funds with similar
investment objectives and to the industry as a whole, as quoted by ranking
services and publications of general interest. These may include the Standard
& Poor's 500 Stock Index ("S&P 500"), Shearson Lehman Aggregate Bond Index,
Dow Jones Industrial Average ("DJIA"), Lipper Analytical Services, Inc.,
IBC/Donoghue's Taxable MFA, the Morgan Stanley Capital International Europe,
Australia, Far East ("EAFE") Index and the Morgan Stanley Capital
International Far East Free ("FEF ex. Japan") Index.

Glossary of Investment Terms

This glossary describes some of the securities used by the Funds. Further
information is available in the SAI:

Banker's Acceptance   A banker's acceptance is a time draft drawn on a bank
and is customarily used by corporations as a means of financing payment for
traded goods. When a draft is accepted by a bank, the bank guarantees to pay
the face value of the debt at maturity.

Certificates of Deposit   For large deposits not withdrawable on demand,
banks issue certificates of deposit ("CDs") as evidence of ownership. CDs are
usually negotiable and traded among investors such as mutual funds and banks.

Commercial Paper   Commercial paper is short-term debt instruments issued by
companies or banks with a maturity ranging from five to 270 days.

Eurodollars   Eurodollars are U.S. dollars held in banks outside the United
States, mainly in Europe but also in other countries, and are commonly used
for the settlement of international transactions. There are many types of
Eurodollar securities including Eurodollar CDs and bonds; these securities
are not registered with the Commission. Certain Eurodollar deposits are not
FDIC insured and may be subject to future political and economic developments
and governmental restrictions.

<PAGE>
High Risk, High-Yield Securities   Bonds of low quality security backing
rated BB or below by Standard & Poor's Corp. or Ba or below by Moody's
Investors Service, Inc., or other agencies, or, if unrated, considered by the
Investment Adviser to be of comparable quality. These bonds are often called
"junk bonds" because of the greater possibility of default.

Pay-in-Kind Bonds   Pay-in-kind bonds are securities that pay interest
through the issuance of additional bonds.

Repurchase Agreements   A repurchase agreement or "repo" is an agreement
between a seller and buyer, usually of U.S. Government securities, to sell
and subsequently repurchase securities at a fixed price on a future date. The
primary attraction of repurchase agreements is the flexibility of maturities.

U.S. Government Derivatives   A Fund may purchase separately traded principal
and interest components of certain U.S. Government securities ("STRIPS"). In
addition, a Fund may acquire custodial receipts that represent ownership in a
U.S. Government security's future interest or principal payments. These
securities are known by such exotic names as TIGRS and CATS and may be issued
at a discount to face value. They are generally more volatile than normal
fixed income securities because interest payments are accrued rather than
paid out in regular installments.

U.S. Government Securities   Securities issued by the U.S. Government and its
agencies.

Direct Obligations of the U.S. Government are:

    Treasury Bills - issued with short maturities (one year or less) and
    priced at a discount to face value. The income for investors is the
    difference between the purchase price and the face value.

    Treasury Notes - intermediate-term securities with maturities of between
    one to ten years. Income to investors is paid in semiannual interest
    payments.

    Treasury Bonds - long-term securities with maturities from ten years to
    up to thirty years. Income is paid to investors on a semi-annual basis.

In addition, U.S. Government Agencies issue debt securities to finance
activities for the U.S. Government. These agencies include among others the
Federal Home Loan Bank, Federal National Mortgage Association ("FNMA" or
"Fannie Mae"), Government National Mortgage Association ("GNMA" or "Ginnie
Mae"), Export-Import Bank and the Tennessee Valley Authority.

<PAGE>
Not all agencies are backed by the full faith and credit of the United
States; for example the FNMA may borrow money from the U.S. Treasury only
under certain circumstances. There is no guarantee that the government will
support these types of securities and they therefore involve more risk than
direct government obligations.

Variable Rate Instruments   A variable or floating rate instrument is one
whose terms provide for the adjustment of its interest rate on set dates and
which can reasonably be expected to have a market value close to par value.

Yankee Bonds   A bond issued in the United States by foreign countries,
corporations and banks. Similarly, Yankee CDs are issued in the U.S. by
branches of foreign banks.

Zero Coupon Bonds   Bonds issued at a deep discount to face value. These
bonds pay no interest but are redeemed at full face value. The price of zero
coupon bonds are more volatile than bonds which pay interest but are rated on
the same principles as all fixed-income investments.

The Funds also use some of the following securities to manage risk and
volatility:

Call Option   The right to buy a security, currency or stock index at a
stated price, or strike price, within a fixed period. A call option will be
exercised if the spot price rises above the strike price; if not, the option
expires worthless.

Put Option   The right to sell a security, currency or stock index at a
stated price, or strike price, within a fixed period. A put option will be
exercised if the spot price falls below the strike price; if not, the option
expires worthless.

Covered Call Options   A call option backed by the securities underlying the
option. The owner of a security will normally sell covered call options to
collect premium income or to reduce price fluctuations of the security. A
covered call option limits the capital appreciation of the underlying
security.

Convertible Stock   Corporate securities, which may be either bonds or
preferred shares, that can be exchanged for shares at a fixed price.

Futures   Contracts to buy securities, currencies or stock indexes in the
future at a price agreed in advance. A futures contract obliges the buyer to
purchase the security and the seller to sell it, unlike an option where the
buyer can choose whether or not to exercise the option.

<PAGE>
Preferred Stock   Shares which pay a fixed dividend, in contrast to common
stock whose dividends depend on the profits of the company.

Warrants   A security, normally offered with bonds or preferred stock, that
entitles investors to buy shares at a prescribed price within a named period.
The time period is usually longer than that of a call option.

Description of Corporate Bond Ratings

Moody's Investors Service, Inc.

"Aaa" Rating   Bonds 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 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 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 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 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.

<PAGE>
"B" Rating   Bonds 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 rated AAA have the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely strong.

"AA" Rating   Bonds 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 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 rated BBB are regarded as having an adequate capacity to
pay interest and repay principal. Whereas they normally exhibit 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 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 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.

<PAGE>
[Aetna logo]  Aetna Series Fund, Inc.

151 Farmington Avenue
Hartford, CT 06156-8962
1-800-367-7732

Investment Adviser

Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, CT 06156

Custodians

Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, PA 15258
Brown Brothers Harriman & Company
40 Water Street
Boston, MA 02109

Transfer Agent

Firstar Trust Company
P.O. Box 701
Milwaukee, WI 53201-0701

Independent Auditors

KPMG Peat Marwick LLP
CityPlace II
Hartford, CT 06103-4103

This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, the securities of a Fund in any jurisdiction in
which such sale, offer to sell, or solicitation may not be lawfully made.

<PAGE>

   
                             AETNA SERIES FUND, INC.
                              151 Farmington Avenue
                        Hartford, Connecticut 06156-8962
                  Supplemented Dated December 28, 1995 to the
                      Statement of Additional Information
                              Dated March 31, 1995
    


The Statement of Additional Information for the Aetna
Series Fund, Inc. dated March 31, 1995 is amended as
follows:

1.      The Aetna Tax-Free Fund is no longer offered and all references to the
        Tax-Free Fund are deleted.

2.      The table on page 19 including information about Directors and Officers
        of the Fund is deleted and replaced with the following:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
<S>                          <C>               <C>
                             Position(s)
Name, Address and Age        Held              Principal Occupation During Past Five
                             with Registrant   Years and Positions held with affiliated
                                               persons or Principal Underwriters of the
                                               Registrant
- -----------------------------------------------------------------------------------------
Shaun P. Mathews *           Director and      Senior Vice President and Director of
151 Farmington Avenue        President         ALIAC, March 1991 to Present; Director
Hartford, Connecticut                          and Chief Operations Officer, Aetna
Age 39                                         Investment Services, Inc., July 1993 to
                                               Present; President, Aetna Investment
                                               Services, Inc., March 1994 to Present;
                                               Assistant Vice President, Pension
                                               Operations, ALIAC, June 1989 to March
                                               1991.
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
James C. Hamilton *          Vice President    Vice President, Treasurer and Director
151 Farmington Avenue        and Treasurer     of ALIAC, October 1988 to Present.
Hartford, Connecticut
Age 53
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
John Y. Kim*                 Director and      Senior Vice President and Director,
151 Farmington Avenue        Vice President    ALIAC Investments and Chief Investment
Hartford, Connecticut                          Officer, Aetna Life and Casualty
Age 34                                         Company, May 1994 to Present; Managing
                                               Director, Mitchell Hutchins
                                               Institutional Investors, New York, NY,
                                               September 1993 to April 1994; Vice
                                               President of Investor Relations and
                                               Senior Portfolio Manager, Aetna Life and
                                               Casualty Company, October 1991 to August
                                               1993; Fixed Income Portfolio Manager,
                                               ALIAC, November 1989 to October 1991.
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Susan E. Bryant              Secretary         Counsel, Aetna Life and Casualty
151 Farmington Avenue                          Company, March 1993 to Present; General
Hartford, Connecticut                          Counsel and Corporate Secretary, First
Age 47                                         Investors Corporation, April 1991 to
                                               March 1993; Administrator, Oklahoma
                                               Department of Securities, March 1986 to
                                               April 1991; President, North American
                                               Securities Administrators Association,
                                               1989 to 1990.
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Morton Ehrlich               Director          Chairman and Chief Executive Officer,
1000 Venetian Way                              Integrated Management Corp. (an
Miami, Florida                                 entrepreneurial company) and Universal
Age 60                                         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.
- -----------------------------------------------------------------------------------------


<PAGE>


- -----------------------------------------------------------------------------------------
Maria T. Fighetti            Director          Manager/Attorney, Health Services, New
325 Piermont Road                              York City Department of Mental Health,
Closter, New Jersey                            Mental Retardation and Alcohol Services,
Age 51                                         1973 to Present.
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
David L. Grove               Director          Private Investor; Economic/Financial
5 The Knoll                                    Consultant, December 1985 to Present.
Armonk, New York
Age 77
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Daniel P. Kearney*           Director          Executive Vice President of Aetna Life
151 Farmington Avenue                          and Casualty Company, 1993 to Present;
Hartford, Connecticut                          Group Executive, Aetna Life and Casualty
Age 56                                         Company, 1991 to 1993; Financial
                                               Consultant, Daniel P. Kearney, Inc.,
                                               1990 to 1991.
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Sidney Koch                  Director          Financial Adviser, self-employed,
455 East 86th Street                           January 1993 to Present; Senior Adviser,
New York, New York                             Daiwa Securities America, Inc., January
Age 60                                         1992 to 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 of Management         Audit Committee   School of Management, Binghamton
Binghamton University        and Contract      University, Binghamton, NY, August 1993
Binghamton, New York         Committee         to Present; Professor, Accounting,
Age 57                                         University of 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,
11 Lily Street                                 David Ross Palmer Consultants, July 1991
Nantucket, Massachusetts                       to Present; Executive Vice President and
Age 66                                         Manager, Bank of New England, N.A., June
                                               1976 to July 1991.
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Eugene M. Trovato            Vice President,   Vice President Controller, (February
22 Fox Den Road              Controller        1995 - Present), Assistant Vice
West Simsbury, Connecticut   (chief            President Planning, Reporting, and
Age 45                       accounting        Analysis (October 1992 - February 1995),
                             officer)          Assistant Vice President of Financial
                                               Reporting (July 1989 - October 1992),
                                               Director of Financial Reporting in
                                               Corporate Controllers (February 1989 -
                                               July 1989), Aetna Life Insurance and
                                               Annuity Company
- -----------------------------------------------------------------------------------------
</TABLE>

3.     All references to Dunedin Fund Managers, Ltd. are deleted.

4.    The section entitled Control Persons and Principal Holders of the Funds is
replaced with the following.

   
      The following shows share ownership by Aetna companies by number of shares
and percentage ownership as of November 30, 1995. For the Select Class shares,
ALIAC owned 118,371(0.04%) shares of the Money Market Fund: 75,211 (2.28%)
shares of the Bond Fund: 11,277(0.18%) of the Aetna Fund: 10,615(0.04%) of the
Growth and Income Fund: 11,345(0.55%) of the International Growth Fund:
703,970(48.92%) of the Government fund: 1,143,762(421.91%) of the Growth Fund:
2,331,355(92.40%) of the Small Company Growth Fund; and 464,386(17.43%) of the
Asian Growth Fund. In addition, Aetna Life Insurance Company (ALIC) owned
2,053,413(77.07% of the Asian Growth Fund.

     The following shows share ownership by Aetna companies by number of shares
and percentage ownership as of November 30, 1995. For the Adviser Class shares,
ALIAC owned 494,932(94.19%) of the Bond Fund; and 2,322,352(96.53%) of the
International Growth Fund.
    

5.   Yield quotations on pages 39 and 40 are replaced with the following:

     The yield and effective yield for the Money Market Fund for the seven days
ended April 30, 1995 were 6.00% and 6.18%, respectively.

        The yield for the Bond Fund for the 30-day period ended April 30, 1995
was 7.21% for the Select Class, and 6.45% for the Adviser Class.

6.      The Total Return Quotations on page 41 are replaced with the following:

Annualized Total Return Quotations

                                  Select Class
Assumptions:
   -  The 1 year figures are based on an initial $1,000 purchase made May 1,
      1994 and redeemed on April 30, 1995.
   -  The From Inception figures are based on an initial $1,000 purchase made
      January 1, 1992 (effective date of Funds) and redeemed on April 30, 1995.

                                      1 Year           From Inception
                                      ------           --------------
       Money Market                    5.13%                 4.07%
       Bond                            6.16%                 5.80%
       The Aetna Fund                  8.47%                 6.61%
       Growth and Income              10.81%                 6.81%
       International Growth           (1.16)%                4.67%

Assumption:
   -  The 1 year figures are based on an initial $1,000 purchase made May 1,
      1994 and redeemed on April 30, 1995.
   -  The From Inception figures are based on an initial $1,000 purchase made
      January 1, 1994 (effective date of Funds) and redeemed on April 30, 1995.

                                       1 Year            From Inception
                                       ------            --------------
       Government                        6.71%               2.77%
       Growth                           13.29%               11.87%
       Small Company Growth             10.44%               10.71%
       Asian Growth                     (8.76)%             (16.85)%

                                  Adviser Class
Assumption:
   -  The 1 year figures are based on an initial $1,000 purchase made May 1,
      1994 and redeemed on April 30, 1995.
   -  The From Inception figures are based on an initial $1,000 purchase made
      April 15, 1994 (effective date of the Adviser Class shares) and redeemed
      on April 30, 1995.

                                      1 Year            From Inception
                                      ------            --------------
       Money Market                    4.08%                4.33%
       Government                      4.75%                4.58%
       Bond                            4.33%                3.51%
       The Aetna Fund                  6.39%                6.25%
       Growth and Income               9.26%                9.39%
       Growth                         11.34%                10.99%
       Small Company Growth            8.45%                9.65%
       International Growth           (2.88)%              (1.97)%
       Asian Growth                   (9.98)%              (9.32)%

All figures are based on actual investment performance. Performance figures for
the Adviser Class Shares reflect the deduction of the maximum contingent
deferred sales charge of 1%, declining by 0.25% each year after the date of
purchase to zero, assuming shares were redeemed at the end of the period.

The following are the unaudited interim financial statements of the Fund for the
six-month period ended April 30, 1995:

Statements of Assets and Liabilities
April 30, 1995 (Unaudited)See Notes to Financial Statements.Aetna Mutual
Funds Semi-Annual Report
<TABLE>
<CAPTION>
 ---------------------------------------  ------------------   -----------------
        Aetna Series Fund, Inc.           Money Market Fund    Government Fund
<S>                                          <C>                  <C>
Assets:
Investments, at market value (Note 1)        $252,370,276         $19,308,879
Cash                                            4,986,488                   0
Receivable for:
 Dividends and interest                         1,086,581             198,853
 Investments sold                                 131,389               7,865
 Fund shares sold                                     470                   0
Deferred organizational expenses                   20,055                   0
                                          ------------------   -----------------
  Total assets                                258,595,259          19,515,597
                                          ------------------   -----------------
Liabilities:
Payable for:
 Investments purchased                            841,388                   0
 Fund shares redeemed                                   0                 441
 Other liabilities                                264,802              18,182
Deferred premiums on written options,
 at market value (Note 5)                               0                   0
                                          ------------------   -----------------
  Total liabilities                             1,106,190              18,623
                                          ------------------   -----------------
NET ASSETS                                   $257,489,069         $19,496,974
                                          ==================   =================
Net assets represented by:
Paid-in capital                              $257,489,069         $20,283,984
Unrealized gain (loss)                                  0              57,451
Undistributed net investment income                     0             100,901
Accumulated net realized loss                           0            (945,362)
                                          ------------------   -----------------
NET ASSETS                                   $257,489,069         $19,496,974
                                          ==================   =================
Capital shares, $.001 par value
Select Class:Outstanding                      184,789,662           1,990,344
Net Assets                                   $184,789,662         $19,239,882
Net Asset Value per share                    $       1.00         $      9.67
Adviser Class: Outstanding                     72,699,407              26,628
Net Assets                                   $ 72,699,407         $   257,092
Net Asset Value per share                    $       1.00         $      9.65

Cost of Investments                          $252,370,276         $19,251,428
</TABLE>
12  See Notes to Financial Statements.

<PAGE>
Statements of Assets and Liabilities
April 30, 1995 (unaudited)
<TABLE>
<CAPTION>
 ------------   -------------------  ---------------------
  Bond Fund       Tax-Free Fund         The Aetna Fund
<S>                  <C>                  <C>
$42,745,565         $23,795,738           $84,986,156
     17,895                 158                17,091

    783,775             418,961               514,144
  2,095,041               4,513               920,280
          0                   0                     0
     20,055                   0                20,055
 ------------   -------------------  ---------------------
 45,662,331          24,219,370            86,457,726
 ------------   -------------------  ---------------------

  1,012,100             979,792             3,710,080
          0                   0                     0
     71,557              31,014               119,912

          0                   0               130,000
 ------------   -------------------  ---------------------
  1,083,657           1,010,806             3,959,992
 ------------   -------------------  ---------------------
$44,578,674         $23,208,564           $82,497,734
 ============   ===================  =====================

$46,186,246         $24,421,818           $77,531,489
   (215,809)           (471,824)            5,380,575
    124,901              36,852               694,142
 (1,516,664)           (778,282)           (1,108,472)
 ------------   -------------------  ---------------------
$44,578,674         $23,208,564           $82,497,734
 ============   ===================  =====================

  3,089,655             204,638             7,367,500
$30,281,864         $ 1,925,554           $81,680,139
$      9.80         $      9.41           $     11.09
  1,459,663           2,262,474                73,988
$14,296,810         $21,283,010           $   817,595
$      9.79         $      9.41           $     11.05

$42,961,374         $24,267,562           $79,504,921
</TABLE>

                                     Aetna Mutual Funds Semi-Annual Report  13

<PAGE>
<TABLE>
<CAPTION>
 ---------------------------------------------   -------------------------   --------------
           Aetna Series Fund, Inc.               Growth and Income Fund      Growth Fund
<S>                                              <C>                         <C>
Assets:
Investments, at market value (Note 1)                  $329,516,875           $33,423,618
Cash                                                        112,101                   183
Cash denominated in foreign currencies                      294,429                     0
Receivable for:
 Dividends and interest                                     580,161                11,056
 Investments sold                                         3,768,911               448,642
 Fund shares sold                                           164,606                 5,659
 Recoverable taxes                                            2,026                     0
 Variation margin                                             1,180                     0
 Forward foreign currency exchange  contracts
 (Note 7)                                                 9,400,168                     0
Deferred organizational expenses                             20,083                     0
                                                 -------------------------   --------------
  Total assets                                          343,860,540            33,889,158
                                                 -------------------------   --------------
Liabilities:
Payable for:
 Investments purchased                                    6,733,575               942,613
 Fund shares redeemed                                       276,749                20,491
 Forward foreign currency exchange  contracts
 (Note 7)                                                 9,628,963                     0
 Other liabilities                                          241,016                30,737
Deferred premiums on written options, at
 market value (Note 5)                                            0                11,438
                                                 -------------------------   --------------
  Total liabilities                                      16,880,303             1,005,279
                                                 -------------------------   --------------
NET ASSETS                                             $326,980,237           $32,883,879
                                                 =========================   ==============
Net assets represented by:
Paid-in capital                                        $298,897,914           $29,407,895
Unrealized gain (loss)                                   28,708,957             4,908,755
Undistributed (distributions in excess of)
 net investment income                                    1,702,741                 8,925
Accumulated net realized gain (loss)                     (2,329,375)           (1,441,696)
                                                 -------------------------   --------------
NET ASSETS                                             $326,980,237           $32,883,879
                                                 =========================   ==============
Capital shares, $.001 par value
Select Class:Outstanding                                 27,625,555             2,775,049
Net Assets                                             $325,814,679           $31,940,091
Net Asset Value per share                              $      11.79           $     11.51
Adviser Class: Outstanding                                   98,930                82,448
Net Assets                                             $  1,165,558           $   943,788
Net Asset Value per share                              $      11.78           $     11.45

Cost of Investments                                    $300,615,297           $28,528,745
</TABLE>

14  See Notes to Financial Statements.

<PAGE>
<TABLE>
<CAPTION>
 ----------------------------  ---------------------------  ---------------------
  Small Company Growth Fund    International Growth Fund      Asian Growth Fund
<S>                                    <C>                        <C>
$29,186,693                            $56,071,807                $22,299,673
      3,332                                      0                          0
          0                                 32,526                    292,268

      5,373                                241,915                    158,251
    893,890                              3,695,749                    126,798
          0                                 18,871                      4,581
          0                                 79,423                      1,422
          0                                      0                          0

          0                              8,200,000                          0
          0                                 20,083                          0
 ----------------------------  ---------------------------  ---------------------
 30,089,288                             68,360,374                 22,882,993
 ----------------------------  ---------------------------  ---------------------

    720,536                              2,410,183                          0
          0                                  2,409                      2,184

          0                              9,520,319                          0
     31,804                                 78,298                     61,731

          0                                      0                          0
 ----------------------------  ---------------------------  ---------------------
    752,340                             12,011,209                     63,915
 ----------------------------  ---------------------------  ---------------------
$29,336,948                            $56,349,165                $22,819,078
 ============================  ===========================  =====================

$26,108,538                            $55,077,724                $26,318,392
  3,992,312                                308,421                 (1,042,660)

    (25,779)                               271,497                     74,777
   (738,123)                               691,523                 (2,531,431)
 ----------------------------  ---------------------------  ---------------------
$29,336,948                            $56,349,165                $22,819,078
 ============================  ===========================  =====================

  2,515,254                              2,685,855                  2,874,045
$28,755,779                            $27,759,331                $22,401,054
$     11.43                            $     10.34                $      7.79
     51,141                              2,773,868                     53,758
$   581,169                            $28,589,834                $   418,024
$     11.36                            $     10.31                $      7.78

$25,194,381                            $54,454,925                $23,341,491
</TABLE>

                                     Aetna Mutual Funds Semi-Annual Report  15

<PAGE>
Statements of Operations
Six-month period ended April 30, 1995 (Unaudited)

<TABLE>
<CAPTION>
 ------------------------------------------  ---------------------   ---------------------
          Aetna Series Fund, Inc.              Money Market Fund       Government Fund
<S>                                                <C>                     <C>
Investment income: (Note 1)
Dividends                                          $        0             $        0
Interest                                            6,918,491                884,920
                                             ---------------------   ---------------------
                                                    6,918,491                884,920
Foreign taxes withheld                                      0                      0
                                             ---------------------   ---------------------
 Total investment income                            6,918,491                884,920
                                             ---------------------   ---------------------
Expenses: (Notes 2 and 3)
Investment advisory fee                               461,546                 58,833
Administrative service fee                            288,466                 29,416
12b-1 and service fees                                 29,884                    952
Organizational expenses                                 5,691                      0
Printing and postage expenses                          23,375                    701
Custody fees                                           10,743                  7,021
Transfer agent fees                                    95,432                 13,048
Audit fees                                              5,729                  6,685
Directors' fees                                        10,289                  5,031
State and federal fees                                 55,572                 10,625
Miscellaneous                                           6,290                  3,146
                                             ---------------------   ---------------------
Expenses before reimbursement and waiver
 from Adviser                                         993,017                135,458
Expense reimbursement and waiver from
 Adviser                                             (704,551)               (52,335)
                                             ---------------------   ---------------------
 Net expenses                                         288,466                 83,123
                                             ---------------------   ---------------------
Net investment income                               6,630,025                801,797
                                             ---------------------   ---------------------
Realized and unrealized gain (loss):
 (Notes 1, 4, 5 and 7)
Realized gain (loss) on:
 Sales of investments, excluding
 short-term  investments                                    0               (674,470)
 Futures and forward currency contracts                     0                      0
                                             ---------------------   ---------------------
  Net realized gain (loss)                                  0               (674,470)
                                             ---------------------   ---------------------
Net change in unrealized gain (loss) on:
 Investments                                                0              1,198,252
 Written options                                            0                      0
                                             ---------------------   ---------------------
  Net change in unrealized gain                             0              1,198,252
                                             ---------------------   ---------------------
Net realized and change in unrealized gain                  0                523,782
                                             ---------------------   ---------------------
Net increase in net assets resulting from
 operations                                        $6,630,025             $1,325,579
                                             =====================   =====================
</TABLE>

16  See Notes to Financial Statements.

<PAGE>
<TABLE>
<CAPTION>
 -----------   -------------------  ---------------------
 Bond Fund       Tax-Free Fund         The Aetna Fund
<S>                <C>                    <C>
$   18,503         $        0             $  737,123
 1,819,791            723,053              1,436,311
 -----------   -------------------  ---------------------
 1,838,294            723,053              2,173,434
         0                  0                 (4,982)
 -----------   -------------------  ---------------------
 1,838,294            723,053              2,168,452
 -----------   -------------------  ---------------------

   120,810             61,435                366,450
    60,405             30,718                114,516
    74,285             86,074                 53,307
     5,691                  0                  5,691
     5,877                734                 11,332
     5,250              3,115                 11,420
    18,559             12,306                 29,870
     7,066              7,163                  7,066
     5,665              5,069                  6,781
    18,664             10,977                 26,584
     3,596              3,155                  4,454
 -----------   -------------------  ---------------------

   325,868            220,746                637,471

   (70,415)           (30,302)               (11,840)
 -----------   -------------------  ---------------------
   255,453            190,444                625,631
 -----------   -------------------  ---------------------
 1,582,841            532,609              1,542,821
 -----------   -------------------  ---------------------

  (523,908)          (270,716)               238,192
         0                  0                101,165
 -----------   -------------------  ---------------------
  (523,908)          (270,716)               339,357
 -----------   -------------------  ---------------------

 1,393,538          1,395,744              2,866,341
         0                  0               (100,660)
 -----------   -------------------  ---------------------
 1,393,538          1,395,744              2,765,681
 -----------   -------------------  ---------------------
   869,630          1,125,028              3,105,038
 -----------   -------------------  ---------------------

$2,452,471         $1,657,637             $4,647,859
 ===========   ===================  =====================
</TABLE>

                                     Aetna Mutual Funds Semi-Annual Report  17

<PAGE>
Statements of Operations
Six-month period ended April 30, 1995 (Unaudited)

<TABLE>
<CAPTION>
  ------------------------------------------  -----------------------   ------------
          Aetna Series Fund, Inc.            Growth and Income Fund     Growth Fund
Investment income: (Note 1)
<S>                                                <C>                  <C>
Dividends                                          $ 4,176,095          $   181,438
Interest                                               664,845               36,850
                                              -----------------------   ------------
                                                     4,840,940              218,288
Foreign taxes withheld                                 (18,404)              (3,899)
                                              -----------------------   ------------
 Total investment income                             4,822,536              214,389
                                              -----------------------   ------------
Expenses: (Notes 2 and 3)
Investment advisory fee                              1,088,974              100,401
Administrative service fee                             394,996               35,858
12b-1 and service fees                                  12,855                2,447
Organizational expenses                                  5,663                    0
Printing and postage expenses                           12,984                1,065
Custody fees                                            16,005                4,104
Transfer agent fees                                     21,402               12,353
Audit fees                                               6,685                6,685
Directors' fees                                          7,599                5,031
State and federal fees                                  41,094               10,953
Miscellaneous                                            7,002                3,161
                                              -----------------------   ------------
Expenses before reimbursement and waiver
 from Adviser                                        1,615,259              182,058
Expense reimbursement and waiver from
 Adviser                                                     0               (7,760)
                                              -----------------------   ------------
 Net expenses                                        1,615,259              174,298
                                              -----------------------   ------------
Net investment income (loss)                         3,207,277               40,091
                                              -----------------------   ------------
Net realized and unrealized gain (loss):
 (Notes 1, 4, 5 and 7)
Realized gain (loss) on:
 Sales of investments, excluding
 short-term  investments                              (666,653)            (853,039)
 Written options                                             0             (571,812)
 Futures and forward currency contracts                645,656                    0
 Foreign currencies                                    (43,545)                   0
                                              -----------------------   ------------
  Net realized gain (loss)                             (64,542)          (1,424,851)
                                              -----------------------   ------------
Net change in unrealized gain (loss) on:
 Investments                                        18,779,770            3,701,141
 Written options                                             0               13,882
 Futures and forward currency contracts               (251,017)                   0
 Foreign currency related transactions                   5,226                    0
                                              -----------------------   ------------
  Net change in unrealized gain (loss)              18,533,979            3,715,023
                                              -----------------------   ------------
Net realized and change in unrealized gain
 (loss)                                             18,469,437            2,290,172
                                              -----------------------   ------------
Increase (decrease) in net assets
 resulting from operations                         $21,676,714          $ 2,330,263
                                              =======================   ============
</TABLE>

18  See Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
 ----------------------------  ---------------------------   ---------------------
  Small Company Growth Fund     International Growth Fund     Asian Growth Fund
<S>                                    <C>                        <C>
$  115,759                             $   426,230                $   255,819
    56,983                                  93,661                     31,548
 ----------------------------  ---------------------------   ---------------------
   172,742                                 519,891                    287,367
         0                                 (33,085)                   (20,828)
 ----------------------------  ---------------------------   ---------------------
   172,742                                 486,806                    266,539
 ----------------------------  ---------------------------   ---------------------

   111,816                                 236,037                    126,407
    32,887                                  69,423                     31,602
     1,470                                  98,631                      1,338
         0                                   5,663                          0
       931                                   6,096                      1,134
     4,505                                  81,350                     70,900
    13,706                                  19,705                     14,070
     6,685                                   7,406                      7,406
     5,031                                   5,738                      5,125
    10,641                                  17,714                     11,115
     3,144                                   1,660                      2,162
 ----------------------------  ---------------------------   ---------------------

   190,816                                 549,423                    271,259

    (5,494)                                (22,482)                   (75,096)
   185,322                                 526,941                    196,163
 ----------------------------  ---------------------------   ---------------------
   (12,580)                                (40,135)                    70,376
 ----------------------------  ---------------------------   ---------------------

   226,995                                 870,754                 (2,247,193)
         0                                       0                          0
         0                                (128,140)                         0
         0                                 (42,918)                     4,551
 ----------------------------  ---------------------------   ---------------------
   226,995                                 699,696                 (2,242,642)
 ----------------------------  ---------------------------   ---------------------

 2,512,857                              (1,647,413)                (3,066,750)
         0                                       0                          0
         0                              (1,095,088)                         0
         0                                     904                     (2,303)
 ----------------------------  ---------------------------   ---------------------
 2,512,857                              (2,741,597)                (3,069,053)
 ----------------------------  ---------------------------   ---------------------

 2,739,852                              (2,041,901)                (5,311,695)

$2,727,272                             $(2,082,036)               $(5,241,319)
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  19

<PAGE>
Statements of Changes in Net Assets

<TABLE>
<CAPTION>
 --------------------------------------------------------  -------------------------------------------
                 Aetna Series Fund, Inc.                                Money Market Fund
                                                                 Six-month
                                                               period ended            Ten-month
                                                              April 30, 1995          period ended
                                                                (Unaudited)         October 31, 1994
                                                            -------------------  ---------------------
<S>                                                            <C>                   <C>
Operations:
Net investment income                                          $  6,630,025          $   5,571,226
                                                            -------------------  ---------------------
Net increase in net assets resulting from operations              6,630,025              5,571,226
                                                            -------------------  ---------------------
Distributions to shareholders: (Note 1)
Select Class:
 From net investment income                                      (4,904,128)            (4,776,403)
Adviser Class:
 From net investment income                                      (1,725,897)              (794,823)
                                                            -------------------  ---------------------
Decrease in net assets from distributions to
 shareholders                                                    (6,630,025)            (5,571,226)
                                                            -------------------  ---------------------
Fund share transactions: (Note 8)
Select Class:
 Proceeds from shares sold                                       99,365,093            184,288,133
 Reinvestment of distributions                                    4,296,792              4,313,330
 Cost of shares redeemed                                        (80,628,602)          (134,729,463)
Adviser Class:
 Proceeds from shares sold                                       44,702,797             49,918,444
 Reinvestment of distributions                                    1,683,600                788,233
 Cost of shares redeemed                                        (21,037,486)            (3,356,170)
                                                            -------------------  ---------------------
Net increase in net assets from fund share transactions          48,382,194            101,222,507
                                                            -------------------  ---------------------
Change in net assets                                             48,382,194            101,222,507
Net assets:
Beginning of period                                             209,106,875            107,884,368
                                                            -------------------  ---------------------
End of period                                                  $257,489,069          $ 209,106,875
                                                            ===================  =====================
End of period net assets includes undistributed net
 investment income                                             $          0          $           0
                                                            ===================  =====================
</TABLE>

20  See Notes to Financial Statements.

<PAGE>
<TABLE>
<CAPTION>
 --------------------------------------------------------  -------------------------------------------
                 Aetna Series Fund, Inc.                                 Government Fund
                                                                 Six-month
                                                               period ended            Ten-month
                                                              April 30, 1995          period ended
                                                                (Unaudited)         October 31, 1994
                                                            -------------------  ---------------------
<S>                                                            <C>                   <C>
Operations:
Net investment income                                          $    801,797           $   975,250
Net realized loss                                                  (674,470)             (298,826)
Net change in unrealized gain (loss)                              1,198,252            (1,140,801)
                                                            -------------------  ---------------------
Net increase (decrease) in net assets resulting from
 operations                                                       1,325,579              (464,377)
                                                            -------------------  ---------------------
Distributions to shareholders: (Note 1)
Select Class:
 From net investment income                                        (803,227)             (836,799)
Adviser Class:
 From net investment income                                          (6,354)               (1,832)
                                                            -------------------  ---------------------
Decrease in net assets from distributions to
 shareholders                                                      (809,581)             (838,631)
                                                            -------------------  ---------------------
Fund share transactions: (Note 8)
Select Class:
 Proceeds from shares sold                                        2,918,017            26,189,218
 Reinvestment of distributions                                      669,448             1,222,008
 Cost of shares redeemed                                        (10,966,804)                 (904)
Adviser Class:
 Proceeds from shares sold                                          196,539               165,129
 Reinvestment of distributions                                        5,404                 2,374
 Cost of shares redeemed                                           (102,099)              (14,346)
                                                            -------------------  ---------------------
Net increase (decrease) in net assets from fund share
 transactions                                                    (7,279,495)           27,563,479
                                                            -------------------  ---------------------
Change in net assets                                             (6,763,497)           26,260,471
Net assets:
Beginning of period                                              26,260,471                     0
                                                            -------------------  ---------------------
End of period                                                  $ 19,496,974           $26,260,471
                                                            ===================  =====================
End of period net assets includes undistributed net
 investment income                                             $    100,901           $   108,685
                                                            ===================  =====================
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  21

<PAGE>
Statements of Changes in Net Assets

<TABLE>
<CAPTION>
 -------------------------------------------------------  -------------------------------------------
                Aetna Series Fund, Inc.                                    Bond Fund
                                                                Six-month
                                                              period ended            Ten-month
                                                             April 30, 1995          period ended
                                                               (Unaudited)         October 31, 1994
                                                           -------------------  ---------------------
<S>                                                            <C>                   <C>
Operations:
Net investment income                                         $  1,582,841           $  2,507,230
Net realized loss                                                 (523,908)              (882,788)
Net change in unrealized gain (loss)                             1,393,538             (3,401,549)
                                                           -------------------  ---------------------
Net increase (decrease) in net assets resulting from
 operations                                                      2,452,471             (1,777,107)
                                                           -------------------  ---------------------
Distributions to shareholders: (Note 1)
Select Class:
 From net investment income                                       (926,551)            (1,488,587)
Adviser Class:
 From net investment income                                       (585,446)              (709,993)
                                                           -------------------  ---------------------
Decrease in net assets from distributions to
 shareholders                                                   (1,511,997)            (2,198,580)
                                                           -------------------  ---------------------
Fund share transactions: (Note 8)
Select Class:
 Proceeds from shares sold                                       4,968,023             13,687,226
 Reinvestment of distributions                                     847,121              1,375,268
 Cost of shares redeemed                                        (3,791,315)           (31,166,825)
Adviser Class:
 Proceeds from shares sold                                          51,153             25,571,124
 Reinvestment of distributions                                     585,300                709,934
 Cost of shares redeemed                                       (12,011,318)                  (231)
                                                           -------------------  ---------------------
Net increase (decrease) in net assets from fund share
 transactions                                                   (9,351,036)            10,176,496
                                                           -------------------  ---------------------
Change in net assets                                            (8,410,562)             6,200,809
Net assets:
Beginning of period                                             52,989,236             46,788,427
                                                           -------------------  ---------------------
End of period                                                 $ 44,578,674           $ 52,989,236
                                                           ===================  =====================
End of period net assets includes undistributed net
 investment income                                            $    124,901           $     54,057
                                                           ===================  =====================
</TABLE>

22  See Notes to Financial Statements.

<PAGE>
<TABLE>
<CAPTION>
 -------------------------------------------------------  -------------------------------------------
                Aetna Series Fund, Inc.                                  Tax-Free Fund
                                                                Six-month
                                                              period ended            Ten-month
                                                             April 30, 1995          period ended
                                                               (Unaudited)         October 31, 1994
                                                           -------------------  ---------------------
<S>                                                            <C>                   <C>
Operations:
Net investment income                                          $   532,609           $    841,965
Net realized loss                                                 (270,716)              (507,566)
Net change in unrealized gain (loss)                             1,395,744             (1,867,568)
                                                           -------------------  ---------------------
Net increase (decrease) in net assets resulting from
 operations                                                      1,657,637             (1,533,169)
                                                           -------------------  ---------------------
Distributions to shareholders: (Note 1)
Select Class:
 From net investment income                                        (42,304)              (178,416)
Adviser Class:
 From net investment income                                       (470,052)              (646,950)
                                                           -------------------  ---------------------
Decrease in net assets from distributions to
 shareholders                                                     (512,356)              (825,366)
                                                           -------------------  ---------------------
Fund share transactions: (Note 8)
Select Class:
 Proceeds from shares sold                                         399,002             28,310,131
 Reinvestment of distributions                                      36,080                177,341
 Cost of shares redeemed                                           (48,390)           (25,636,777)
Adviser Class:
 Proceeds from shares sold                                         496,475             25,973,435
 Reinvestment of distributions                                     466,773                645,691
 Cost of shares redeemed                                        (6,332,319)               (65,624)
                                                           -------------------  ---------------------
Net increase (decrease) in net assets from fund share
 transactions                                                   (4,982,379)            29,404,197
                                                           -------------------  ---------------------
Change in net assets                                            (3,837,098)            27,045,662
Net assets:
Beginning of period                                             27,045,662                      0
                                                           -------------------  ---------------------
End of period                                                  $23,208,564           $ 27,045,662
                                                           ===================  =====================
End of period net assets includes undistributed net
 investment income                                             $    36,852           $     16,599
                                                           ===================  =====================
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  23

<PAGE>
Statements of Changes in Net Assets

<TABLE>
<CAPTION>
 -------------------------------------------------------  -------------------------------------------
                Aetna Series Fund, Inc.                                  The Aetna Fund
                                                                Six-month
                                                              period ended            Ten-month
                                                             April 30, 1995          period ended
                                                               (Unaudited)         October 31, 1994
                                                           -------------------  ---------------------
<S>                                                            <C>                   <C>
Operations:
Net investment income                                         $  1,542,821           $  1,981,437
Net realized gain (loss)                                           339,357               (802,729)
Net change in unrealized gain (loss)                             2,765,681             (1,255,675)
                                                           -------------------  ---------------------
Net increase (decrease) in net assets resulting from
 operations                                                      4,647,859                (76,967)
                                                           -------------------  ---------------------
Distributions to shareholders: (Note 1)
Select Class:
 From net investment income                                     (1,480,798)              (729,483)
Adviser Class:
 From net investment income                                       (341,514)              (267,325)
                                                           -------------------  ---------------------
Decrease in net assets from distributions to
 shareholders                                                   (1,822,312)              (996,808)
                                                           -------------------  ---------------------
Fund share transactions: (Note 8)
Select Class:
 Proceeds from shares sold                                      12,411,043             50,816,381
 Reinvestment of distributions                                   1,461,252              1,709,717
 Cost of shares redeemed                                       (11,671,405)           (38,967,995)
Adviser Class:
 Proceeds from shares sold                                         404,857             25,942,576
 Reinvestment of distributions                                     301,808                267,247
 Cost of shares redeemed                                       (25,897,563)               (14,313)
                                                           -------------------  ---------------------
Net increase (decrease) in net assets from fund share
 transactions                                                  (22,990,008)            39,753,613
                                                           -------------------  ---------------------
Change in net assets                                           (20,164,461)            38,679,838
Net assets:
Beginning of period                                            102,662,195             63,982,357
                                                           -------------------  ---------------------
End of period                                                 $ 82,497,734           $102,662,195
                                                           ===================  =====================
End of period net assets includes undistributed net
 investment income                                            $    694,142           $    973,633
                                                           ===================  =====================
</TABLE>

24  See Notes to Financial Statements.

<PAGE>
<TABLE>
<CAPTION>
 -------------------------------------------------------  -------------------------------------------
                Aetna Series Fund, Inc.                              Growth and Income Fund
                                                                Six-month
                                                              period ended            Ten-month
                                                             April 30, 1995          period ended
                                                               (Unaudited)         October 31, 1994
                                                           -------------------  ---------------------
<S>                                                           <C>                   <C>
Operations:
Net investment income                                         $  3,207,277           $  1,391,759
Net realized loss                                                  (64,542)            (1,478,608)
Net change in unrealized gain                                   18,533,979              5,934,488
                                                           -------------------  ---------------------
Net increase in net assets resulting from operations            21,676,714              5,847,639
                                                           -------------------  ---------------------
Distributions to shareholders: (Note 1)
Select Class:
 From net investment income                                     (2,091,970)              (609,602)
Adviser Class:
 From net investment income                                        (16,183)              (178,540)
                                                           -------------------  ---------------------
Decrease in net assets from distributions to
 shareholders                                                   (2,108,153)              (788,142)
                                                           -------------------  ---------------------
Fund share transactions: (Note 8)
Select Class:
 Proceeds from shares sold                                      62,713,641            283,178,288
 Reinvestment of distributions                                   2,089,674                607,349
 Cost of shares redeemed                                       (59,924,539)           (47,350,637)
Adviser Class:
 Proceeds from shares sold                                         590,670             26,073,067
 Reinvestment of distributions                                           0                178,486
 Cost of shares redeemed                                        (5,157,672)           (20,772,927)
                                                           -------------------  ---------------------
Net increase in net assets from fund share transactions            311,774            241,913,626
                                                           -------------------  ---------------------
Change in net assets                                            19,880,335            246,973,123
Net assets:
Beginning of period                                            307,099,902             60,126,779
                                                           -------------------  ---------------------
End of period                                                 $326,980,237           $307,099,902
                                                           ===================  =====================
End of period net assets includes undistributed net
 investment income                                            $  1,702,741           $    603,617
                                                           ===================  =====================
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  25

<PAGE>
Statement of Changes in Net Assets

<TABLE>
<CAPTION>
  ------------------------------------------------------- -------------------------------------------
                Aetna Series Fund, Inc.                                   Growth Fund
                                                                Six-month
                                                              period ended            Ten-month
                                                             April 30, 1995          period ended
                                                               (Unaudited)         October 31, 1994
                                                           -------------------  ---------------------
<S>                                                            <C>                  <C>
Operations:
Net investment income                                          $    40,091           $   191,217
Net realized loss                                               (1,424,851)               (1,009)
Net change in unrealized gain                                    3,715,023             1,193,732
                                                           -------------------  ---------------------
Net increase in net assets resulting from operations             2,330,263             1,383,940
                                                           -------------------  ---------------------
Distributions to shareholders: (Note 1)
Select Class:
 From net investment income                                       (234,150)                    0
Adviser Class:
 From net investment income                                         (4,069)                    0
                                                           -------------------  ---------------------
Decrease in net assets from distributions to
 shareholders                                                     (238,219)                    0
                                                           -------------------  ---------------------
Fund share transactions: (Note 8)
Select Class:
 Proceeds from shares sold                                       6,518,373            25,821,070
 Reinvestment of distributions                                     234,137                     0
 Cost of shares redeemed                                        (4,032,864)               (6,065)
Adviser Class:
 Proceeds from shares sold                                         533,860               406,304
 Reinvestment of distributions                                       4,068                     0
 Cost of shares redeemed                                           (70,736)                 (252)
                                                           -------------------  ---------------------
Net increase in net assets from fund share transactions          3,186,838            26,221,057
                                                           -------------------  ---------------------
Change in net assets                                             5,278,882            27,604,997
Net assets:
Beginning of period                                             27,604,997                     0
                                                           -------------------  ---------------------
End of period                                                  $32,883,879           $27,604,997
                                                           ===================  =====================
End of period net assets includes undistributed net
 investment income                                             $     8,925           $   207,053
                                                           ===================  =====================
</TABLE>

26  See Notes to Financial Statements.

<PAGE>
<TABLE>
<CAPTION>
 ------------------------------------------------------------   -------------------------------
                   Aetna Series Fund, Inc.                         Small Company Growth Fund
                                                                  Six-month
                                                                period ended       Ten-month
                                                                  April 30,      period ended
                                                                    1995          October 31,
                                                                 (Unaudited)         1994
                                                                -------------   ---------------
<S>                                                              <C>             <C>
Operations:
Net investment income (loss)                                     $   (12,580)     $    35,562
Net realized gain (loss)                                             226,995         (964,005)
Net change in unrealized gain                                      2,512,857        1,479,455
                                                                -------------   ---------------
Net increase in net assets resulting from operations               2,727,272          551,012
                                                                -------------   ---------------
Distributions to shareholders: (Note 1)
Select Class:
 From net investment income                                          (49,874)               0
                                                                -------------   ---------------
Decrease in net assets from distributions to shareholders            (49,874)               0
                                                                -------------   ---------------
Fund share transactions: (Note 8)
Select Class:
 Proceeds from shares sold                                           277,601       25,355,267
 Reinvestment of distributions                                        49,835                0
 Cost of shares redeemed                                             (73,221)         (22,139)
Adviser Class:
 Proceeds from shares sold                                           329,861          199,540
 Cost of shares redeemed                                              (7,957)            (249)
                                                                -------------   ---------------
Net increase in net assets from fund share transactions              576,119       25,532,419
                                                                -------------   ---------------
Change in net assets                                               3,253,517       26,083,431
Net assets:
Beginning of period                                               26,083,431                0
                                                                -------------   ---------------
End of period                                                    $29,336,948      $26,083,431
                                                                =============   ===============
End of period net assets includes undistributed
 (distributions in excess of) net investment income              $   (25,779)     $    36,675
                                                                =============   ===============
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  27

<PAGE>
Statement of Changes in Net Assets

<TABLE>
<CAPTION>
 -------------------------------------------------------------  -------------------------------------------
                   Aetna Series Fund, Inc.                               International Growth Fund
                                                                      Six-month
                                                                    period ended            Ten-month
                                                                   April 30, 1995          period ended
                                                                     (Unaudited)         October 31, 1994
                                                                 -------------------  ---------------------
<S>                                                                 <C>                   <C>
Operations:
Net investment income (loss)                                        $    (40,135)          $    203,386
Net realized gain                                                        699,696              3,714,070
Net change in unrealized loss                                         (2,741,597)            (2,277,817)
                                                                 -------------------  ---------------------
Net increase (decrease) in net assets resulting from
 operations                                                           (2,082,036)             1,639,639
                                                                 -------------------  ---------------------
Distributions to shareholders: (Note 1)
Select Class:
 From net investment income                                             (896,398)                     0
 From realized gain on investments                                    (1,520,291)                     0
Adviser Class:
 From net investment income                                             (587,128)                     0
 From realized gain on investments                                    (1,232,388)                     0
                                                                 -------------------  ---------------------
Decrease in net assets from distributions to shareholders             (4,236,205)                     0
                                                                 -------------------  ---------------------
Fund share transactions: (Note 8)
Select Class:
 Proceeds from shares sold                                             3,985,723             17,741,029
 Reinvestment of distributions                                         2,389,683                      0
 Cost of shares redeemed                                              (6,451,707)           (27,138,021)
Adviser Class:
 Proceeds from shares sold                                            22,347,325             26,042,111
 Reinvestment of distributions                                         1,818,810                      0
 Cost of shares redeemed                                             (19,548,452)                (5,489)
                                                                 -------------------  ---------------------
Net increase in net assets from fund share transactions                4,541,382             16,639,630
                                                                 -------------------  ---------------------
Change in net assets                                                  (1,776,859)            18,279,269
Net assets:
Beginning of period                                                   58,126,024             39,846,755
                                                                 -------------------  ---------------------
End of period                                                       $ 56,349,165           $ 58,126,024
                                                                 ===================  =====================
End of period net assets includes undistributed net
 investment income                                                  $    271,497           $  1,795,158
                                                                 ===================  =====================
</TABLE>

28  See Notes to Financial Statements.

<PAGE>
<TABLE>
<CAPTION>
 -------------------------------------------------------------  -------------------------------------------
                   Aetna Series Fund, Inc.                                   Asian Growth Fund
                                                                      Six-month
                                                                    period ended            Ten-month
                                                                   April 30, 1995          period ended
                                                                     (Unaudited)         October 31, 1994
                                                                 -------------------  ---------------------
<S>                                                                  <C>                   <C>
Operations:
Net investment income                                                $    70,376           $   142,060
Net realized loss                                                     (2,242,642)             (329,231)
Net change in unrealized gain (loss)                                  (3,069,053)            2,026,393
                                                                 -------------------  ---------------------
Net increase (decrease) in net assets resulting from
 operations                                                           (5,241,319)            1,839,222
                                                                 -------------------  ---------------------
Distributions to shareholders: (Note 1)
Select Class:
 From net investment income                                              (96,668)                    0
Adviser Class:
 From net investment income                                                 (549)                    0
                                                                 -------------------  ---------------------
Decrease in net assets from distributions to shareholders                (97,217)                    0
                                                                 -------------------  ---------------------
Fund share transactions: (Note 8)
Select Class:
 Proceeds from shares sold                                             1,102,843            27,568,716
 Reinvestment of distributions                                            96,642                     0
 Cost of shares redeemed                                              (2,914,268)              (10,261)
Adviser Class:
 Proceeds from shares sold                                               189,340               303,864
 Reinvestment of distributions                                               548                     0
 Cost of shares redeemed                                                 (17,827)               (1,205)
                                                                 -------------------  ---------------------
Net increase (decrease) in net assets from fund share
 transactions                                                         (1,542,722)           27,861,114
                                                                 -------------------  ---------------------
Change in net assets                                                  (6,881,258)           29,700,336
Net assets:
Beginning of period                                                   29,700,336                     0
                                                                 -------------------  ---------------------
End of period                                                        $22,819,078           $29,700,336
                                                                 ===================  =====================
End of period net assets includes undistributed net
 investment income                                                   $    74,777           $   101,618
                                                                 ===================  =====================
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  29

<PAGE>
Aetna Series Fund, Inc.
Notes to Financial Statements
April 30, 1995 (Unaudited)

1. Summary of Significant Accounting Policies

Aetna Mutual Funds Semi-Annual ReportAetna Series Fund, Inc. ("Company") is
registered under the Investment Company Act of 1940 as a diversified,
open-end management investment company incorporated under the laws of
Maryland on June 17, 1991. The Articles of Incorporation permit the Company
to offer separate funds ("Funds") each of which has its own investment
objectives, policies and restrictions.

Shares of each Fund are available to all investors including employers and
employees who utilize the Funds as investment options under retirement plans.
Each Fund offers two classes of shares, the Select Class and the Adviser
Class. The Select Class is offered principally to institutions and is not
subject to sales charges or service fees. The Adviser Class is offered
primarily to the general public and is subject to deferred sales charges
payable upon redemption within four calendar years after the year of
purchase. The Adviser Class was made available to the public on April 15,
1994. Additionally, the Adviser Class is subject to a shareholder service fee
and an annual Rule 12b-1 distribution plan expense.

The Company offers the following Funds:
<TABLE>
<CAPTION>
<S>                          <C>
 Aetna Money Market Fund     Aetna Growth and Income Fund
Aetna Government Fund        Aetna Growth Fund
Aetna Bond Fund              Aetna Small Company Growth Fund
Aetna Tax-Free Fund          Aetna International Growth Fund
The Aetna Fund               Aetna Asian Growth Fund
</TABLE>

Aetna Life Insurance and Annuity Company ("ALIAC") serves as the Investment
Adviser and principal underwriter to each Fund. Aeltus Investment Management,
Inc. ("Aeltus") is employed as a sub-adviser to the Tax-Free Fund, the Growth
Fund and the Small Company Growth Fund. Aeltus Investment Management
International (F.E.) Limited ("Aeltus Far East") is employed as a sub-adviser
to the Asian Growth Fund. Dunedin Fund Managers Ltd. ("Dunedin") is employed
as the sub-adviser to the International Growth Fund.

Effective October 31, 1994, the Company changed its fiscal year end from
December 31 to October 31.

The following is a summary of significant accounting policies consistently
followed by the Funds in the preparation of their financial statements. The
policies are in conformity with generally accepted accounting principles.

A. Valuation of Investments

Except in the Money Market Fund, 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 invest-

30  Aetna Mutual Funds Semi-Annual Report

<PAGE>
1. Summary of Significant Accounting Policies (Continued)

ments 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 Directors. The Money Market
Fund states all investments at amortized cost which approximates market
value.

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.

B. Option Contracts

The Funds may purchase and sell put and call options and write covered call
options as a hedge against adverse movements in the value of portfolio
holdings.

Option contracts are valued daily, and unrealized gains or losses are
recorded based upon the last sales price on the principal exchange on which
the options are 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 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. Realized and unrealized gains or losses on
option contracts are reflected in the accompanying financial statements.

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 Forward 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 use futures
contracts as a hedge

                                      Aetna Mutual Funds Semi-Annual Report  31

<PAGE>
1. Summary of Significant Accounting Policies (Continued)

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, the Funds are 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 the Funds equal to the daily
fluctuations in the market value of the contract. These amounts are recorded
by the Funds as unrealized gains or losses. When a contract is closed, the
Funds record 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 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 the contracts. Risks may also
arise from an illiquid secondary market, or from the inability of
counterparties to meet the terms of the contracts.

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 contracts 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.

D. Illiquid and Restricted Securities

Illiquid securities are securities that are not readily marketable. Disposing
of illiquid investments may involve time-consuming negotiation and legal
expenses, and it may be difficult or impossible for the Funds to sell them
promptly at an acceptable price. Restricted securities are subject to legal
or contractual restrictions on resale and may not be publicly sold without
registration under the Federal Securities Act of 1933. The Funds may invest
up to 15% (10% in the case of the Money Market Fund) of its total assets in
illiquid securities. Illiquid and restricted securities are valued using
market quotations when readily available. In the absence of market

32  Aetna Mutual Funds Semi-Annual Report

<PAGE>
1. Summary of Significant Accounting Policies (Continued)

quotations, the securities are valued based upon their fair value determined
under procedures approved by the Board of Directors. The Funds will not pay
the costs of disposition of restricted securities other than ordinary
brokerage fees, if any.

E. Federal Income Taxes

As a qualified regulated investment company, each Fund is relieved of federal
income and excise taxes by distributing its net taxable investment income and
capital gains, if any, in compliance with the applicable provisions of the
Internal Revenue Code.

F. Distributions

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 transactions
and losses deferred due to wash sales.

G. 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 over the life of the respective security.
Dividend income is recorded on the ex-dividend date. Realized gains and
losses from investment transactions are determined on an identified cost
basis.

H. Deferred Organizational Costs

The Company paid organizational expenses in connection with the start-up and
initial registration of the Company. These organizational expenses have been
capitalized and allocated equally to the Money Market Fund, the Bond Fund,
The Aetna Fund, the Growth and Income Fund, and the International Growth
Fund. Organizational expenses are being amortized over 60 months on a
straight-line basis beginning with the commencement of operations. If any or
all of the shares representing initial capital of each Fund are redeemed by
any holder thereof prior to the end of the amortization period, the proceeds
will be reduced by the unamortized organizational expense balance in the same
proportion as the number of shares redeemed bears to the number of initial
shares outstanding immediately preceding the redemption.

                                      Aetna Mutual Funds Semi-Annual Report  33

<PAGE>
2. Investment Advisory, Management, Shareholder Service and Distribution Fees

The Funds pay the Investment Adviser annual fees expressed as a weighted
average percentage of average daily net assets of each Fund. As the Funds'
net assets exceed predetermined thresholds, lower advisory fees are applied.
Below are the Funds' Investment Adviser fee effective rates as of April 30,
1995:

<TABLE>
<CAPTION>
                        Effective                                   Effective
                           Rate                                       Rate
                        ----------                                 -----------
<S>                        <C>      <C>                              <C>
Money Market Fund          .40%     Growth and Income Fund             .69%
Government Fund            .50%     Growth Fund                        .70%
Bond Fund                  .50%     Small Company Growth Fund          .85%
Tax-Free Fund              .50%     International Growth Fund          .85%
The Aetna Fund             .80%     Asian Growth Fund                 1.00%
</TABLE>

The Investment Adviser has entered into sub-advisory agreements with Aeltus,
Aeltus Far East, and Dunedin. The sub-advisers supervise the investment and
reinvestment of cash and securities and receive the fees from the Investment
Adviser based on the average daily net assets of the Funds. The fees range
from .20% to .65% depending on the investment objective and the average daily
net assets of the Fund.

The Company has entered into an administrative services agreement under which
ALIAC acts as administrator and provides certain administrative and
shareholder services and is responsible for the supervision of other service
providers. Each Fund pays ALIAC a monthly fee at an annual rate based on
average daily net assets of 0.25% on the first $250 million. As each Fund's
net assets exceed $250 million, lower fees will apply.

The Funds have adopted a Shareholder Service Plan for the Adviser Class
shares. Under the Shareholder Service Plan, ALIAC is paid a service fee at an
annual rate of 0.25% (0.10% for the Money Market Fund) of the daily net
assets of the Adviser Class of each fund. This fee is used as compensation
for expenses incurred in servicing shareholder accounts. For the six-month
period ended April 30, 1995, the Funds paid ALIAC $140,286 in service fees.

The Funds have adopted a Distribution Plan pursuant to Rule 12b-1 of the
Investment Company Act of 1940. The Distribution Plan provides for payments
to ALIAC at an annual rate 0.50% of the daily net assets of the Adviser Class
shares of each Fund, except for the Money Market Fund. Amounts paid by the
Funds are used to pay expenses incurred by ALIAC in promoting the sales of
the Adviser Class shares. For the six-month period ended April 30, 1995, the
Funds paid ALIAC $220,958 in Rule 12b-1 fees. Presently, the Funds class
specific expenses are limited to Shareholder Service and Distribution Plan
expenses incurred by the Adviser Class shares.

34  Aetna Mutual Funds Semi-Annual Report

<PAGE>
3. Reimbursement from Investment Adviser

The Investment Adviser may, from time to time, make reimbursements to a Fund
for some or all of its operating expenses. Reimbursement arrangements, which
may be terminated at any time without notice, will increase a Fund's yield
and total return.

4. Purchase and Sales of Investment Securities

Purchases and sales of investment securities, excluding short-term
investments, for all Funds except the Money Market Fund, for the six-month
period ended April 30, 1995:

<TABLE>
<CAPTION>
                               Cost of        Proceeds
                              Purchases      from Sales
                             ------------   -------------
<S>                        <C>             <C>
Money Market Fund          $2,478,187,764  $2,436,362,170
Government Fund                14,916,797      19,732,665
Bond Fund                      11,464,179      21,591,646
Tax-Free Fund                   2,853,008       7,695,768
The Aetna Fund                 65,877,341      87,561,526
Growth and Income Fund        246,834,842     236,357,842
Growth Fund                    20,850,303      17,872,515
Small Company Growth Fund      17,027,921      16,063,845
International Growth Fund      11,713,302      12,348,716
Asian Growth Fund               7,421,573       7,584,060
</TABLE>

5. Options

All Funds except the Money Market Fund may use options. For the six-month
period ended April 30, 1995, the following reflects the covered call and put
option activity:

<TABLE>
<CAPTION>
                                       The Aetna Fund
                         -----------------------------------------
                            Number of     Deferred
                           Call Option     Premium      Realized
                            Contracts     Received    Gain (Loss)
                         --------------    --------   -------------
<S>                            <C>        <C>              <C>
Outstanding October 31         --         $     --        $--
Written                        400          47,340         --
Cancelled                      --            --            --
Exercised                     (200)        (18,000)        --
Expired                        --            --            --
                         --------------    --------   -------------
Outstanding April 30           200        $ 29,340         $0
                         ==============    ========   =============
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  35

<PAGE>
5. Options (Continued)
<TABLE>
<CAPTION>
                                          Growth Fund
                         --------------------------------------------
                            Number of      Deferred
                           Call Option     Premium        Realized
                            Contracts      Received     Gain (Loss)
                         --------------    ---------   ---------------
<S>                           <C>         <C>             <C>
Outstanding October 31          595       $ 228,645         $--
Written                       1,030         523,205          --
Cancelled                    (1,410)       (647,998)      (701,657)
Exercised                      --             --             --
Expired                        (155)        (78,533)        78,533
                         --------------    ---------   ---------------
Outstanding April 30             60       $  25,319      $(623,124)
                         ==============    =========   ===============
</TABLE>

<TABLE>
<CAPTION>
                                          Growth Fund
                          --------------------------------------------
                            Number of      Deferred
                           Put Option      Premium        Realized
                            Contracts      Received     Gain (Loss)
                          --------------   ---------   ---------------
<S>                            <C>         <C>           <C>
Outstanding October 31         325        $ 306,600         $--
Written                        200          233,100          --
Cancelled                     (325)        (306,600)       51,312
Exercised                      --             --             --
Expired                        --             --             --
                          --------------   ---------   ---------------
Outstanding April 30           200        $ 233,100       $51,312
                          ==============   =========   ===============
</TABLE>

6. Capital Loss Carryforwards

At April 30, 1995, for federal income tax purposes the Funds had the
following capital loss carryforwards:
<TABLE>
<CAPTION>
                         Capital Loss     Year of
Fund                     Carryforward   Expiration
 ---------------------   ------------   -----------
<S>                        <C>             <C>
Government Fund            $ 271,000       2002
 ---------------------   ------------   -----------
Bond Fund                   129,000        2001
                            835,000        2002
 ---------------------   ------------   -----------
Tax-Free Fund               508,000        2002
 ---------------------   ------------   -----------
Aetna Fund                  435,000        2001
                            992,000        2002
 ---------------------   ------------   -----------
Growth and Income            55,000        2000
 Fund                       621,000        2001
                            965,000        2002
 ---------------------   ------------   -----------
Small Company Fund          832,000        2002
 ---------------------   ------------   -----------
Asian Growth Fund           289,000        2002
</TABLE>

The Board of Directors will not distribute any realized gains until the
capital loss carry forwards have been offset or expire.

36  Aetna Mutual Funds Semi-Annual Report

<PAGE>
7. Forward Foreign Currency Exchange Contracts

At April 30, 1995, the Growth and Income Fund and the International Growth
Fund had the following open forward foreign currency exchange contracts that
obligate the Fund to deliver currencies at specified future dates. The
unrealized losses of $228,795 and $1,320,319, respectively, on these
contracts are included in the accompanying financial statements. The terms of
the open contracts are as follows:

Growth and Income Fund:
<TABLE>
<CAPTION>
                                       U.S. $ Value                                U.S. $ Value
 Exchange       Currency to be             as of            Currency to be            as of
   Date            Delivered          April 30, 1995           Received           April 30, 1995
 ---------   ---------------------  ------------------   --------------------  -------------------
<S>          <C>                        <C>                  <C>                   <C>
6/07/95            6,100,000                                   600,187
               Austrian Shilling        $  628,233           U.S. Dollar            $  600,187
 ---------   ---------------------  ------------------   --------------------  -------------------
6/13/95            2,160,000                                   220,899
               Austrian Shilling           222,509           U.S. Dollar               220,899
 ---------   ---------------------  ------------------   --------------------  -------------------
6/21/95            2,510,000                                   575,307
                Finnish Markka             590,019           U.S. Dollar               575,307
 ---------   ---------------------  ------------------   --------------------  -------------------
5/10/95             525,936                                    326,000
                  U.S. Dollar              525,936          British Pound              526,190
 ---------   ---------------------  ------------------   --------------------  -------------------
6/21/95            1,385,000                                  2,203,448
                 British Pound           2,226,443           U.S. Dollar             2,203,448
 ---------   ---------------------  ------------------   --------------------  -------------------
9/13/95           155,300,000                                 1,826,470
                 Japanese Yen            1,883,229           U.S. Dollar             1,826,470
 ---------   ---------------------  ------------------   --------------------  -------------------
9/13/95             919,610                                   75,500,000
                  U.S. Dollar              919,610           Japanese Yen              915,543
 ---------   ---------------------  ------------------   --------------------  -------------------
9/18/95           63,000,000                                   713,517
                 Japanese Yen              764,492           U.S. Dollar               713,517
 ---------   ---------------------  ------------------   --------------------  -------------------
6/16/95            1,045,000                                   663,731
                 Dutch Guilder             675,979           U.S. Dollar               663,731
 ---------   ---------------------  ------------------   --------------------  -------------------
5/24/95            5,152,000                                   797,424
                Norwegian Krone            829,052           U.S. Dollar               797,424
 ---------   ---------------------  ------------------   --------------------  -------------------
4/28/95             23,680                                      33,000
                  U.S. Dollar               23,680         Singapore Dollar             23,693
 ---------   ---------------------  ------------------   --------------------  -------------------
6/28/95             470,000                                    333,759
               Singapore Dollar            339,781           U.S. Dollar               333,759
                                    ------------------                         -------------------
                                        $9,628,963                                  $9,400,168
                                    ==================                         ===================
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  37

<PAGE>
7. Forward Foreign Currency Exchange Contracts (Continued)
International Growth Fund:
<TABLE>
<CAPTION>
                                     U.S. $ Value                             U.S. $ Value
 Exchange      Currency to be           as of           Currency to be           as of
   Date           Delivered         April 30, 1995         Received          April 30, 1995
 ----------  ------------------  ------------------   ------------------  -------------------
<S>             <C>                   <C>                <C>                 <C>
11/16/95         778,426,000          $9,520,319         8,200,000            $8,200,000
                                 ==================                       ===================
                Japanese Yen                             U.S. Dollar
</TABLE>

8. Authorized Capital Shares and Capital Share Transactions

The Funds are authorized to issue a total of 4.0 billion shares. Of those 4.0
billion shares, 3.8 billion have been designated to the Funds as follows: All
of the Funds, except Money Market, have been allocated 100 million shares
each of Select and Adviser Class shares. Money Market has been allocated one
billion shares each of Select and Adviser Class shares. Share transactions
for each Fund were as follows:
<TABLE>
<CAPTION>
                     --------------------------------------------------------------------------------
                                                     Money Market Fund
                                      Select                                   Adviser
                           For the             For the              For the              For the
                          Six-Month           Ten-Month            Six-Month            Ten-Month
                         Period Ended        Period Ended        Period Ended         Period Ended
                        April 30, 1995     October 31, 1994     April 30, 1995      October 31, 1994
                     ------------------   ------------------  ------------------   -------------------
<S>                       <C>                  <C>                 <C>                  <C>
Shares sold               99,365,093          184,288,133          44,702,797          49,918,644
Shares issued upon
 reinvestment              4,296,792            4,313,330           1,683,600             788,233
Shares redeemed          (80,628,602)        (134,729,463)        (21,037,486)         (3,356,170)
                     ------------------   ------------------  ------------------   -------------------
Net increase              23,033,283           53,872,000          25,348,911          47,350,507
                     ==================   ==================  ==================   ===================
</TABLE>

<TABLE>
<CAPTION>
                     --------------------------------------------------------------------------------
                                                      Government Fund
<S>                  <C>                  <C>                 <C>                  <C>
                                      Select                                   Adviser
                           For the             For the              For the              For the
                          Six-Month           Ten-Month            Six-Month            Ten-Month
                         Period Ended        Period Ended        Period Ended         Period Ended
                        April 30, 1995     October 31, 1994     April 30, 1995      October 31, 1994
                     ------------------   ------------------  ------------------   -------------------
Shares sold                  309,636          2,647,126              20,802              17,344
Shares issued upon
 reinvestment                 70,673            126,976                 569                 162
Shares redeemed           (1,163,972)               (95)            (10,746)             (1,503)
                     ------------------   ------------------  ------------------   -------------------
Net increase
 (decrease)                 (783,663)         2,774,007              10,625              16,003
                     ==================   ==================  ==================   ===================
</TABLE>

38  Aetna Mutual Funds Semi-Annual Report

<PAGE>
8. Authorized Capital Shares and Capital Share Transactions (Continued)

<TABLE>
<CAPTION>
                      --------------------------------------------------------------------------------
                                                         Bond Fund
                                      Select                                   Adviser
                           For the              For the             For the              For the
                          Six-Month            Ten-Month           Six-Month            Ten-Month
                         Period Ended        Period Ended        Period Ended         Period Ended
                        April 30, 1995     October 31, 1994     April 30, 1995      October 31, 1994
                      ------------------  ------------------  ------------------   -------------------
<S>                        <C>                 <C>                 <C>                  <C>
Shares sold                 516,200            1,375,291               5,330            2,577,890
Shares issued upon
 reinvestment                88,033              161,898              61,077               73,112
Shares redeemed            (393,999)          (3,169,473)         (1,257,722)                 (24)
                      ------------------  ------------------  ------------------   -------------------
Net increase
 (decrease)                 210,234           (1,632,284)         (1,191,315)           2,650,978
                      ==================  ==================  ==================   ===================
</TABLE>

<TABLE>
<CAPTION>
                      --------------------------------------------------------------------------------
                                                       Tax-Free Fund
                                      Select                                   Adviser
                           For the              For the             For the              For the
                          Six-Month            Ten-Month           Six-Month            Ten-Month
                         Period Ended        Period Ended        Period Ended         Period Ended
                        April 30, 1995     October 31, 1994     April 30, 1995      October 31, 1994
                      ------------------  ------------------  ------------------   -------------------
<S>                         <C>                 <C>                 <C>                  <C>
Shares sold                 42,809             2,896,031             53,823             2,770,659
Shares issued upon
 reinvestment                3,890                19,126             50,914                87,705
Shares redeemed             (5,102)           (2,752,116)          (693,330)               (7,297)
                      ------------------  ------------------  ------------------   -------------------
Net increase
 (decrease)                 41,597               163,041           (588,593)            2,851,067
                      ==================  ==================  ==================   ===================
</TABLE>

<TABLE>
<CAPTION>
                      --------------------------------------------------------------------------------
                                                       The Aetna Fund
                                      Select                                   Adviser
                           For the              For the             For the              For the
                          Six-Month            Ten-Month           Six-Month            Ten-Month
                         Period Ended        Period Ended        Period Ended         Period Ended
                        April 30, 1995     October 31, 1994     April 30, 1995      October 31, 1994
                      ------------------  ------------------  ------------------   -------------------
<S>                        <C>                 <C>                 <C>                  <C>
Shares sold                1,176,159           4,761,580              38,552            2,469,921
Shares issued upon
 reinvestment                141,173             166,181              29,159               16,842
Shares redeemed           (1,108,945)         (3,684,549)         (2,479,120)              (1,366)
                      ------------------  ------------------  ------------------   -------------------
Net increase
 (decrease)                  208,387           1,243,212          (2,411,409)           2,485,397
                      ==================  ==================  ==================   ===================
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  39

<PAGE>
8. Authorized Capital Shares and Capital Share Transactions (Continued)

<TABLE>
<CAPTION>
                      --------------------------------------------------------------------------------
                                                   Growth and Income Fund
                                      Select                                   Adviser
                           For the              For the             For the              For the
                          Six-Month            Ten-Month           Six-Month            Ten-Month
                         Period Ended        Period Ended        Period Ended         Period Ended
                        April 30, 1995     October 31, 1994     April 30, 1995      October 31, 1994
                      ------------------  ------------------  ------------------   -------------------
<S>                        <C>                 <C>                 <C>                  <C>
Shares sold                5,706,979          26,001,787             52,969             2,425,064
Shares issued upon
 reinvestment                194,086              57,454                  0                16,760
Shares redeemed           (5,408,972)         (4,378,789)          (472,237)           (1,923,626)
                      ------------------  ------------------  ------------------   -------------------
Net increase
 (decrease)                  492,093          21,680,452           (419,268)              518,198
                      ==================  ==================  ==================   ===================
</TABLE>

<TABLE>
<CAPTION>
                      --------------------------------------------------------------------------------
                                                        Growth Fund
                                      Select                                   Adviser
                           For the              For the             For the              For the
                          Six-Month            Ten-Month           Six-Month            Ten-Month
                         Period Ended        Period Ended        Period Ended         Period Ended
                        April 30, 1995     October 31, 1994     April 30, 1995      October 31, 1994
                      ------------------  ------------------  ------------------   -------------------
<S>                        <C>                 <C>                 <C>                  <C>
Shares sold                 608,464            2,522,145            49,947               38,832
Shares issued upon
 reinvestment                22,557                    0               393                    0
Shares redeemed            (377,551)                (566)           (6,700)                 (24)
                      ------------------  ------------------  ------------------   -------------------
Net increase                253,470            2,521,579            43,640               38,808
                      ==================  ==================  ==================   ===================
</TABLE>

<TABLE>
<CAPTION>
                      --------------------------------------------------------------------------------
                                                 Small Company Growth Fund
                                      Select                                   Adviser
                           For the              For the             For the              For the
                          Six-Month            Ten-Month           Six-Month            Ten-Month
                         Period Ended        Period Ended        Period Ended         Period Ended
                        April 30, 1995     October 31, 1994     April 30, 1995      October 31, 1994
                      ------------------  ------------------  ------------------   -------------------
<S>                        <C>                 <C>                 <C>                  <C>
Shares sold                 26,486             2,492,687            32,111               19,811
Shares issued upon
 reinvestment                4,983                     0                 0                    0
Shares redeemed             (6,759)               (2,143)             (757)                 (24)
                      ------------------  ------------------  ------------------   -------------------
Net increase                24,710             2,490,544            31,354               19,787
                      ==================  ==================  ==================   ===================
</TABLE>

40  Aetna Mutual Funds Semi-Annual Report

<PAGE>
8. Authorized Capital Shares and Capital Share Transactions (Continued)

<TABLE>
<CAPTION>
                      --------------------------------------------------------------------------------
                                                 International Growth Fund
                                      Select                                   Adviser
                           For the              For the             For the              For the
                          Six-Month            Ten-Month           Six-Month            Ten-Month
                         Period Ended        Period Ended        Period Ended         Period Ended
                        April 30, 1995     October 31, 1994     April 30, 1995      October 31, 1994
                      ------------------  ------------------  ------------------   -------------------
<S>                        <C>                 <C>                 <C>                  <C>
Shares sold                 381,446            1,569,806           2,257,005            2,315,445
Shares issued upon
 reinvestment               232,686                    0             177,272                    0
Shares redeemed            (651,436)          (2,413,248)         (1,975,369)                (485)
                      ------------------  ------------------  ------------------   -------------------
Net increase
 (decrease)                 (37,304)            (843,442)            458,908            2,314,960
                      ==================  ==================  ==================   ===================
</TABLE>

<TABLE>
<CAPTION>
                     --------------------------------------------------------------------------------
                                                     Asian Growth Fund
                                      Select                                   Adviser
                           For the             For the              For the              For the
                          Six-Month           Ten-Month            Six-Month            Ten-Month
                         Period Ended        Period Ended        Period Ended         Period Ended
                        April 30, 1995     October 31, 1994     April 30, 1995      October 31, 1994
                     ------------------   ------------------  ------------------   -------------------
<S>                        <C>                 <C>                 <C>                  <C>
Shares sold                 138,674           3,099,129             22,675               33,362
Shares issued upon
 reinvestment                11,728                   0                 67                    0
Shares redeemed            (374,383)             (1,103)            (2,214)                (132)
                     ------------------   ------------------  ------------------   -------------------
Net increase
 (decrease)                (223,981)          3,098,026             20,528               33,230
                     ==================   ==================  ==================   ===================
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  41

<PAGE>
Financial Highlights
Selected data for a fund share outstanding throughout each period:

<TABLE>
<CAPTION>
                            -------------------------------------------------------------------------------
                                                           Money Market Fund
                                                Select Class                            Adviser Class
                            Six-month                                               Six-month     Period
                              period      Ten-month                                  period        from
                              ended        period         Year          Year          ended      Apr. 15,
                             Apr. 30,       ended         ended         ended       Apr. 30,       1994-
                               1995       Oct. 31,      Dec. 31,      Dec. 31,        1995       Oct. 31,
                           (Unaudited)      1994          1993          1992       (Unaudited)     1994
                            ----------   -----------   -----------    -----------   ----------  -----------
<S>                          <C>                 <C>                 <C>                  <C>
Net asset value,
  beginning of period        $   1.00         1.00          1.00         1.00          1.00         1.00
                            ----------   -----------   -----------    -----------   ----------  -----------
Income from
investment operations:
Net investment income             .03          .03           .03          .04           .03          .03
Less distributions:
From net investment
 income                          (.03)        (.03)         (.03)        (.04)         (.03)        (.03)
                            ----------   -----------   -----------    -----------   ----------  -----------
Net asset value, end
  of period                  $   1.00         1.00          1.00         1.00          1.00         1.00
                            ==========   ===========   ===========    ===========   ==========  ===========

Total return                     2.86%        3.33%         3.29%        3.98%         2.86%        2.41%
Net assets, end of
  period (000's)             $184,790      161,756       107,844       36,522        72,699       47,350
Ratio of total expenses
  to average net assets*         0.25%        0.21%         0.00%        0.00%         0.25%        0.21%
Ratio of net investment
  income to average net
  assets*                        5.77%        4.05%         3.33%        3.93%         5.66%        4.27%
Ratio of net expenses
  before reimbursement
  and waiver to average
  net assets*                    0.86%        0.85%         0.95%        1.04%         0.86%        0.92%
Ratio of net investment
  income before
  reimbursement and
  waiver to average net
  assets*                        5.16%        3.38%         2.38%        2.87%         5.05%        3.67%
Portfolio turnover rate          N/A          N/A           N/A          N/A           N/A          N/A
* Annualized
 Per share data calculated using average number of shares outstanding throughout the period.

</TABLE>

42  See Notes to Financial Statements.

<PAGE>
<TABLE>
<CAPTION>
                                   ------------------------------------------------------------------------------
                                                                  Government Fund
                                                 Select Class                            Adviser Class
                                      Six-month            Ten-month             Six-month
                                     period ended         period ended         period ended        Period from
                                    April 30, 1995        October 31,         April 30, 1995     April 15, 1994-
                                     (Unaudited)              1994              (Unaudited)     October 31, 1994
                                  ----------------    ---------------------  ----------------   -----------------
<S>                                    <C>                    <C>                  <C>                <C>
Net asset value, beginning of
 period                                $  9.41                10.00                 9.41               9.67
                                  ----------------    ---------------------  ----------------   -----------------
Income from
  investment operations:
Net investment income                      .32                  .40                  .27                .24
Net realized and change in
 unrealized gain (loss)                    .26                 (.63)                 .25               (.24)
                                  ----------------    ---------------------  ----------------   -----------------
 Total                                     .58                 (.23)                 .52                .00
Less distributions:
From net investment income                (.32)                (.36)                (.28)              (.26)
                                  ----------------    ---------------------  ----------------   -----------------
Net asset value, end of period         $  9.67                 9.41                 9.65               9.41
                                  ================    =====================  ================   =================

Total return                              6.23%               (2.37)%               5.66%             (0.06)%
Net assets, end of period
 (000's)                               $19,240               26,110                  257                151
Ratio of total expenses to
 average net assets*                      0.70%                0.41 %               1.59%              1.28%
Ratio of net investment income
 to  average net assets*                  6.83%                5.29 %               6.07%              4.68%
Ratio of net expenses before
  reimbursement and waiver to
  average net assets*                     1.14%                1.16 %               2.04%              2.11%
Ratio of net investment income
 before reimbursement and
 waiver to average net assets*            6.38%                4.54 %               5.62%              3.85%
Portfolio turnover rate                  75.52%               43.63 %              75.52%             43.63%
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  43

<PAGE>
Financial Highlights
Selected data for a fund share outstanding throughout each period:

<TABLE>
<CAPTION>
                             ------------------------------------------------------------------------------------
                                                                  Bond Fund
                                                  Select Class                               Adviser Class
                              Six-month                                                 Six-month       Period
                                period       Ten-month                                   period          from
                                ended         period         Year          Year           ended        Apr. 15,
                               Apr. 30,        ended         ended         ended        Apr. 30,        1994-
                                 1995        Oct. 31,      Dec. 31,      Dec. 31,         1995         Oct. 31,
                             (Unaudited)       1994          1993          1992        (Unaudited)       1994
                             ------------   ------------   ----------   ------------   ------------   -----------
<S>                          <C>            <C>            <C>          <C>            <C>            <C>
Net asset value,
  beginning of period          $  9.58         10.37          9.99         10.00           9.58           9.92
Income from
investment operations:
Net investment income              .33           .52           .55           .53            .28            .28
Net realized and change
 in unrealized gain
 (loss)                            .20          (.86)          .45           .16            .21           (.35)
                             ------------   ------------   ----------   ------------   ------------   -----------
 Total                             .53          (.34)         1.00           .69            .49           (.07)
Less distributions:
From net investment
 income                           (.31)         (.45)         (.55)         (.53)          (.28)          (.27)
In excess of net
 investment income                 .00           .00          (.07)         (.17)           .00            .00
                             ------------   ------------   ----------   ------------   ------------   -----------
Net asset value, end of
  period                       $  9.80          9.58         10.37          9.99           9.79           9.58
                             ============   ============   ==========   ============   ============   ===========

Total return                      5.62%        (3.31)%       10.20%         7.23%          5.19%         (0.68)%
Net assets, end of
  period (000's)               $30,282        27,584        46,788        37,209         14,297         25,405
Ratio of total expenses
 to  average net assets*          0.75%         0.76 %        0.47%         0.05%          1.50%          1.49 %
Ratio of net investment
  income to average net
  assets*                         6.89%         6.29 %        5.34%         5.44%          6.07%          5.36 %
Ratio of net expenses
  before reimbursement
  and waiver to average
  net assets*                     1.04%         1.06 %        1.01%         1.10%          1.79%          1.81 %
Ratio of net investment
  income before
  reimbursement and
  waiver to average net
  assets*                         6.60%         5.98 %        4.80%         4.39%          5.78%          5.04 %
Portfolio turnover rate          25.30%        51.80 %       50.01%        57.05%         25.30%         51.80 %

*Annualized
 Per share data calculated using average number of shares outstanding throughout the period.

</TABLE>

44  See Notes to Financial Statements.

<PAGE>
<TABLE>
<CAPTION>
                                     ----------------------------------------------------------------------------
                                                                    Tax-Free Fund
                                                 Select Class                           Adviser Class
                                        Six-month           Ten-month           Six-month
                                       period ended        period ended       period ended        Period from
                                      April 30, 1995       October 31,       April 30, 1995     April 15, 1994-
                                       (Unaudited)             1994            (Unaudited)      October 31, 1994
                                    -----------------   ------------------  ----------------   ------------------
<S>                                       <C>                 <C>                 <C>                <C>
Net asset value, beginning of
 period                                   $ 8.98              10.00                8.97                9.32
                                    -----------------   ------------------  ----------------   ------------------
Income from
investment operations:
Net investment income                        .23                .38                 .20                 .21
Net realized and change in
 unrealized gain (loss)                      .44              (1.07)                .43                (.33)
                                    -----------------   ------------------  ----------------   ------------------
 Total                                       .67               (.69)                .63                (.12)
Less distributions:
From net investment income                  (.24)              (.33)               (.19)               (.23)
                                    -----------------   ------------------  ----------------   ------------------
Net asset value, end of period            $ 9.41               8.98                9.41                8.97
                                    =================   ==================  ================   ==================

Total return                                7.50%             (6.95)%              7.11%              (1.32)%
Net assets, end of period (000's)         $1,926              1,465              21,283              25,581
Ratio of total expenses to average
  net assets*                               0.85%              0.30 %              1.60%               1.27 %
Ratio of net investment income to
  average net assets*                       5.04%              4.85 %              4.29%               4.20 %
Ratio of net expenses before
  reimbursement and waiver to
  average net assets*                       1.10%              1.20 %              1.85%               1.87 %
Ratio of net investment income
 before  reimbursement and waiver
 to average  net assets*                    4.79%              3.94 %              4.04%               3.60 %
Portfolio turnover rate                    12.36%             29.14 %             12.36%              29.14 %
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  45

<PAGE>
Financial Highlights
Selected data for a fund share outstanding throughout each period:

<TABLE>
<CAPTION>
                             -----------------------------------------------------------------------------------
                                                               The Aetna Fund
                                                  Select Class                              Adviser Class
                              Six-month                                                Six-month       Period
                                period       Ten-month                                   period         from
                                ended         period         Year          Year          ended        Apr. 15,
                               Apr. 30,        ended         ended         ended        Apr. 30,        1994-
                                 1995        Oct. 31,      Dec. 31,      Dec. 31,         1995        Oct. 31,
                             (Unaudited)       1994          1993          1992       (Unaudited)       1994
                             ------------   -----------   -----------   -----------    ------------  -----------
<S>                            <C>             <C>           <C>           <C>           <C>            <C>
Net asset value,
  beginning of period          $ 10.65         10.82         10.18         10.00         10.62          10.54
                             ------------   -----------   -----------   -----------    ------------  -----------
Income from
investment operations:
Net investment income              .18           .23           .34           .43           .12            .19
Net realized and change
 in unrealized gain
 (loss)                            .46          (.28)          .64           .24           .45            .00
                             ------------   -----------   -----------   -----------    ------------  -----------
 Total                             .64          (.05)          .98           .67           .57            .19
Less distributions:
From net investment
 income                           (.20)         (.12)         (.30)         (.39)         (.14)          (.11)
In excess of net
 investment income                 .00           .00          (.01)         (.10)          .00            .00
Return of capital
 distribution                      .00           .00          (.03)          .00           .00            .00
                             ------------   -----------   -----------   -----------    ------------  -----------
Net asset value, end of
  period                       $ 11.09         10.65         10.82         10.18         11.05          10.62
                             ============   ===========   ===========   ===========    ============  ===========

Total return                      6.12%        (0.42)%        9.84%         6.64%         5.41%          1.84%
Net assets, end of
  period (000's)               $81,680        76,267        63,982        37,726           818         26,396
Ratio of total expenses
 to  average net assets*          1.25%         1.09 %        0.93%         0.07%         2.04%          1.87%
Ratio of net investment
  income to average net
  assets*                         3.51%         2.65 %        3.21%         4.31%         2.65%          1.90%
Ratio of net expenses
  before reimbursement
  and waiver to average
  net assets*                     1.28%         1.32 %        1.34%         1.47%         2.07%          2.06%
Ratio of net investment
  income before
  reimbursement and
  waiver to average net
  assets*                         3.49%         2.42 %        2.79%         2.91%         2.62%          1.67%
Portfolio turnover rate          76.37%        86.10 %       19.95%        13.35%        76.37%         86.10%

*Annualized
 Per share data calculated using average number of shares outstanding throughout the period.

</TABLE>

46  See Notes to Financial Statements.

<PAGE>
<TABLE>
<CAPTION>
                             -------------------------------------------------------------------------------
                                                         Growth and Income Fund
                                                 Select Class                            Adviser Class
                             Six-month                                               Six-month     Period
                               period      Ten-month                                  period        from
                               ended        period         Year           Year         ended      Apr. 15,
                              Apr. 30,       ended         ended         ended       Apr. 30,       1994-
                                1995       Oct. 31,      Dec. 31,       Dec. 31,       1995       Oct. 31,
                            (Unaudited)      1994          1993           1992      (Unaudited)     1994
                             ----------   -----------   -----------    -----------   ----------  -----------
<S>                           <C>            <C>           <C>           <C>           <C>            <C>
Net asset value,
  beginning of period         $  11.11        11.03        10.51          10.00        11.08        10.75
                             ----------   -----------   -----------    -----------   ----------  -----------
Income from
investment operations:
Net investment income              .11          .12          .19            .26          .07          .11
Net realized and change
 in unrealized gain                .64          .04          .50            .51          .66          .30
                             ----------   -----------   -----------    -----------   ----------  -----------
 Total                             .75          .16          .69            .77          .73          .41
Less distributions:
From net investment
 income                           (.07)        (.08)        (.16)          (.26)        (.03)        (.08)
Return of capital
 distribution                      .00          .00         (.01)           .00          .00          .00
                             ----------   -----------   -----------    -----------   ----------  -----------
Net asset value, end of
  period                      $  11.79        11.11        11.03          10.51        11.78        11.08
                             ==========   ===========   ===========    ===========   ==========  ===========
Total return                      6.90%        1.40%        6.58%          7.81%        6.71%        3.71%
Net assets, end of period
  (000's)                     $325,815      301,360       60,127         31,473        1,166        5,740
Ratio of total expenses
 to  average net assets*          1.01%        0.92%        1.13%          0.33%        1.77%        2.32%
Ratio of net investment
  income to average net
  assets*                         2.03%        1.51%        1.77%          2.83%        1.40%        1.74%
Ratio of net expenses
  before reimbursement
  and waiver to average
  net assets*                     1.01%        1.03%        1.27%          1.72%        1.77%        2.42%
Ratio of net investment
  income before reim-
  bursement and waiver to
  average net assets*             2.03%        1.39%        1.55%          1.44%        1.40%        1.65%
Portfolio turnover rate          78.63%       54.13%       23.60%         14.44%       78.63%       54.13%
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  47

<PAGE>
Financial Highlights
Selected data for a fund share outstanding throughout each period:

<TABLE>
<CAPTION>
                                         -------------------------------------------------------------------------
                                                                        Growth Fund
                                                    Select Class                         Adviser Class
                                            Six-month         Ten-month          Six-month          Period from
                                          period ended       period ended       period ended      April 15, 1994-
                                         April 30, 1995      October 31,       April 30, 1995       October 31,
                                           (Unaudited)           1994           (Unaudited)            1994
                                        ----------------   ----------------  -----------------   -----------------
<S>                          <C>            <C>           <C>           <C>           <C>            <C>
Net asset value, beginning of period         $ 10.78             10.00             10.74               10.26
                                        ----------------   ----------------  -----------------   -----------------
Income from
investment operations:
Net investment income (loss)                     .02               .09              (.03)               (.02)
Net realized and change in unrealized
 gain                                            .80               .69               .81                 .50
                                        ----------------   ----------------  -----------------   -----------------
 Total                                           .82               .78               .78                 .48
Less distributions:
From net investment income                      (.09)              .00              (.07)                .00
                                        ----------------   ----------------  -----------------   -----------------
Net asset value, end of period               $ 11.51             10.78             11.45               10.74
                                        ================   ================  =================   =================
Total return                                    7.83%             7.70%             7.43 %              4.58 %
Net assets, end of period (000's)            $31,940            27,188               944                 417
Ratio of total expenses to average
 net  assets*                                   1.20%             0.92 %            1.97 %              1.72 %
Ratio of net investment income to
  average net assets*                           0.30%             1.10%            (0.51)%             (0.25)%
Ratio of net expenses before
  reimbursement and waiver to
  average net assets*                           1.25%             1.42%             2.02 %              2.17 %
Ratio of net investment income before
  reimbursement and waiver to average
  net assets*                                   0.24%             0.60%            (0.57)%             (0.71)%
Portfolio turnover rate                        63.90%           120.32%            63.90 %            120.32 %

*Annualized
 Per share data calculated using average number of shares outstanding throughout the period.

</TABLE>

48  See Notes to Financial Statements.

<PAGE>
<TABLE>
<CAPTION>
                                         ------------------------------------------------------------------------
                                                                Small Company Growth Fund
                                                    Select Class                         Adviser Class
                                            Six-month         Ten-month          Six-month         Period from
                                          period ended       period ended      period ended      April 15, 1994-
                                         April 30, 1995      October 31,      April 30, 1995       October 31,
                                           (Unaudited)           1994           (Unaudited)           1994
                                        ----------------   ----------------  ----------------   -----------------
<S>                          <C>            <C>           <C>           <C>           <C>            <C>
Net asset value, beginning of period         $ 10.39             10.00             10.35              10.24
                                        ----------------   ----------------  ----------------   -----------------
Income from
investment operations:
Net investment income (loss)                     .00               .02              (.05)              (.04)
Net realized and change in unrealized
 gain                                           1.06               .37              1.06                .15
                                        ----------------   ----------------  ----------------   -----------------
  Total                                         1.06               .39              1.01                .11
Less distributions:
From net investment income                      (.02)              .00               .00                .00
                                        ----------------   ----------------  ----------------   -----------------
Net asset value, end of period               $ 11.43             10.39             11.36              10.35
                                        ================   ================  ================   =================
Total return                                   10.23%             3.90%             9.86%              0.98%
Net assets, end of period (000's)            $28,756            25,879               581                205
Ratio of total expenses to average
 net  assets*                                   1.40%             1.15 %            2.14%              1.78%
Ratio of net investment income to
  average net assets*                          (0.08)%            0.21%            (0.87)%            (0.72)%
Ratio of net expenses before
  reimbursement and waiver to
  average net assets*                           1.44%             1.58%             2.18%              2.14%
Ratio of net investment income before
  reimbursement and waiver to average
  net assets*                                  (0.13)%           (0.22)%           (0.92)%            (1.07)%
Portfolio turnover rate                        64.45%           116.28%            64.45%            116.28%
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  49

<PAGE>
Financial Highlights
Selected data for a fund share outstanding throughout each period:

<TABLE>
<CAPTION>
                            -----------------------------------------------------------------------------------
                                                        International Growth Fund
                                                 Select Class                              Adviser Class
                             Six-month                                                Six-month
                               period       Ten-month                                  period        Period
                               ended         period         Year          Year          ended         from
                              Apr. 30,        ended         ended         ended       Apr. 30,      Apr. 15,
                                1995        Oct. 31,      Dec. 31,      Dec. 31,        1995          1994-
                            (Unaudited)       1994          1993          1992       (Unaudited)  Oct. 31, 1994
                            ------------   -----------   -----------   -----------    ----------  -------------
<S>                          <C>            <C>           <C>           <C>           <C>            <C>
Net asset value,
  beginning of period         $ 11.56         11.17          8.88         10.00         11.51         11.24
                            ------------   -----------   -----------   -----------    ----------  -------------
Income from
investment operations:
Net investment income
  (loss)                          .01           .06           .05           .06          (.03)          .01
Net realized and change
 in unrealized gain
 (loss)                          (.39)          .33          2.65         (1.15)         (.39)          .26
                            ------------   -----------   -----------   -----------    ----------  -------------
 Total                           (.38)          .39          2.70         (1.09)         (.42)          .27
Less distributions:
From net investment
 income                          (.31)          .00          (.05)         (.03)         (.25)          .00
In excess of net
 investment income                .00           .00          (.34)          .00           .00           .00
From realized gain               (.53)          .00          (.02)          .00          (.53)          .00
                            ------------   -----------   -----------   -----------    ----------  -------------
Net asset value, end of
  period                      $ 10.34         11.56         11.17          8.88         10.31         11.51
                            ============   ===========   ===========   ===========    ==========  =============
Total return                    (3.22)%        3.49%        30.37%       (10.84)%       (3.59)%        2.40%
Net assets, end of
 period  (000's)              $27,759        31,479        39,847        26,640        28,590        26,647
Ratio of total expenses
  to average net assets*         1.55%         1.66%         1.48%         0.50%         2.29%         2.27%
Ratio of net investment
  income to average net
  assets*                        0.16%         0.71%         0.50%         1.36%        (0.48)%        0.17%
Ratio of net expenses
  before reimbursement
  and waiver to average
  net assets*                    1.63%         1.80%         1.77%         2.98%         2.30%         2.41%
Ratio of net investment
  income before reim-
  bursement and waiver
 to  average net assets*         0.08%         0.57%         0.20%        (1.12)%       (0.56)%        0.02%
Portfolio turnover rate         21.51%        81.67%       110.38%        81.74%        21.51%        81.67%

*Annualized
 Per share data calculated using average number of shares outstanding throughout the period.

</TABLE>

50  See Notes to Financial Statements.

<PAGE>
<TABLE>
<CAPTION>
                                         ------------------------------------------------------------------------
                                                                    Asian Growth Fund
                                                    Select Class                         Adviser Class
                                            Six-month         Ten-month          Six-month         Period from
                                          period ended       period ended      period ended      April 15, 1994-
                                         April 30, 1995      October 31,      April 30, 1995       October 31,
                                           (Unaudited)           1994           (Unaudited)           1994
                                        ----------------   ----------------  ----------------   -----------------
<S>                                          <C>                 <C>                <C>                <C> 
Net asset value, beginning of period         $  9.49             10.00              9.46               8.56
                                        ----------------   ----------------  ----------------   -----------------
Income from
investment operations:
Net investment income (loss)                     .02               .05               .00               (.01)
Net realized and change in unrealized
 gain (loss)                                   (1.69)             (.56)            (1.67)               .91
                                        ----------------   ----------------  ----------------   -----------------
 Total                                         (1.67)             (.51)            (1.67)               .90
Less distributions:
From net investment income                      (.03)              .00              (.01)               .00
                                        ----------------   ----------------  ----------------   -----------------
Net asset value, end of period               $  7.79              9.49              7.78               9.46
                                        ================   ================  ================   =================
Total return                                  (17.61)%           (5.10)%          (17.63)%            10.51 %
Net assets, end of period (000's)            $22,401            29,386               418                314
Ratio of total expenses to average
 net  assets*                                   1.55 %            1.25 %            2.82 %             1.42 %
Ratio of net investment income to
  average net assets*                           0.56 %            0.71 %           (0.08)%            (0.24)%
Ratio of net expenses before
  reimbursement and waiver to
  average net assets*                           2.14 %            1.81 %            2.90 %             1.73 %
Ratio of net investment income before
  reimbursement and waiver to average
  net assets*                                  (0.02)%            0.15 %           (0.69)%            (0.55)%
Portfolio turnover rate                        29.97 %           65.50 %           29.97 %            65.50 %
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  51

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Money Market Fund

<TABLE>
<CAPTION>
                                                                         Principal       Market
                                                                          Amount         Value
                                                                         ----------   -------------
<S>                                                                    <C>            <C>
Government and Agency Obligations (3.50%)
Federal National Mortgage Association 4.84%, 02/18/97                  $ 4,000,000    $  4,005,997
Student Loan Marketing Association, FRN, 5.20%, 12/01/97                 5,000,000       5,004,466
                                                                                      -------------
Total Government & Agency Obligations (cost $9,010,463)                               $  9,010,463
                                                                                      -------------
Corporate & Foreign Obligations (94.51%)
Foreign & Supranational Obligations (7.56%)
Australian Wheat Board, MTN, 5.53%, 07/24/95                             3,000,000       2,999,032
Nordbanken N.A., Comm. Paper 6.10%, 06/02/95                             5,000,000       4,972,889
Province of British Columbia, Comm. Paper 6.05%, 06/13/95                1,000,000         992,774
Province of British Columbia, Comm. Paper 6.10%, 08/09/95                  500,000         491,528
Svenska Handelsbanken, Inc., FRCD 4.00%, 05/19/95                        5,000,000       5,000,000
Svenska Handelsbanken, Inc., FRCD 5.64%, 05/23/95                        5,000,000       5,000,018
                                                                                      -------------
Total Foreign & Supranational Obligations                                             $ 19,456,241
                                                                                      -------------
Corporate Obligations (86.96%)
Aerospace & Aircraft (0.78%)
Lockheed Corp., MTN, 4.013%, 05/11/95                                  $ 2,000,000    $  2,000,155
                                                                                      -------------
Asset-Backed Securities (4.35%)
Carco Auto Loan Trust 1993-2, Corp. Note 3.225%, 11/15/98                4,500,000       4,500,000
Olympic Automobile Receivables, Corp. Note 5.56%, 09/15/95               1,697,721       1,697,721
Money Market Credit Card Trust 1989-1, Corp. Note 3.26%, 06/10/96          181,818         181,818
Money Market Credit Card Trust 1989-1, Corp. Note 3.40%, 06/10/96          272,727         272,461
Money Market Credit Card Trust 1989-1, Corp. Note 3.50%, 06/10/96          545,454         545,454
Sheffield Receivables Corp., Comm. Paper 6.15%, 05/02/95                 4,000,000       3,999,317
                                                                                      -------------
                                                                                        11,196,771
                                                                                      -------------
Autos & Auto Equipment (9.16%)
Cooper Industries, Inc., Comm. Paper, 6.00%, 05/01/95                   11,728,000      11,728,000
Hertz Corporation, Comm. Paper, 6.06%, 05/23/95                          4,000,000       3,985,187
Hertz Corporation, Comm. Paper, 6.10%, 08/23/95                          3,000,000       2,942,050
</TABLE>

See Notes to Financial Statements.

52  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Money Market Fund

<TABLE>
<CAPTION>
                                                                         Principal       Market
                                                                          Amount         Value
                                                                         ----------   -------------
<S>                                                                    <C>            <C>
Hertz Corporation, Comm. Paper 6.10%, 07/25/95                         $ 5,000,000    $  4,927,986
                                                                                      -------------
                                                                                        23,583,223
                                                                                      -------------
Banks (6.02%)
First Fidelity Bank, N.A., Corp. Note, 9.75%, 05/25/95                   5,000,000       5,011,928
First National Bank, Boston, Corp. Note, 6.33%, 09/27/95                10,500,000      10,501,418
                                                                                      -------------
                                                                                        15,513,346
                                                                                      -------------
Chemicals (4.26%)
Monsanto Co., Comm. Paper, 6.15%, 05/01/95                               3,000,000       3,000,000
Monsanto Co., Comm. Paper, 6.15%, 05/03/95                               3,000,000       2,998,975
Monsanto Co., Comm. Paper, 6.05%, 06/07/95                               5,000,000       4,968,910
                                                                                      -------------
                                                                                        10,967,885
                                                                                      -------------
Computer & Office Equipment (1.79%)
Xerox Mexicana S.A. de C.V., Comm. Paper, 6.03%, 05/04/95                4,600,000       4,597,689
                                                                                      -------------
Diversified (8.40%)
General American Transportation Corp., Comm. Paper, 6.20%, 05/31/95      1,600,000       1,591,733
General American Transportation Corp., Comm. Paper, 6.26%, 05/15/95    $   800,000    $    798,052
Honeywell, Inc., Comm. Paper, 6.10%, 05/30/95                            2,300,000       2,288,698
Honeywell, Inc., Comm. Paper, 6.25%, 08/21/95                            1,000,000         980,556
ITT Corp., Comm. Paper, 6.05%, 05/02/95                                  9,500,000       9,498,403
Whirlpool Corp., Comm. Paper, 6.10%, 10/23/95                            3,000,000       2,911,042
Whirlpool Corp., Comm. Paper, 6.05%, 06/15/95                            3,600,000       3,572,775
                                                                                      -------------
                                                                                        21,641,259
                                                                                      -------------
Finance (51.52%)
American Express Credit Corp., Comm. Paper, 6.05%, 05/08/95              4,000,000       3,995,293
American Express Credit Corp., Comm. Paper, 6.08%, 09/11/95              4,000,000       3,910,150
American Express Credit Corp., Comm. Paper, 6.10%, 08/15/95              3,500,000       3,437,136
American Honda Finance Corp., Comm. Paper, 6.14%, 06/14/95               3,080,000       3,056,886
American Honda Finance Corp., Comm. Paper, 6.20%, 09/12/95               1,000,000         976,922
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  53

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Money Market Fund

<TABLE>
<CAPTION>
                                                                         Principal       Market
                                                                          Amount         Value
                                                                         ----------   -------------
<S>                                                                     <C>           <C>
American Honda Finance Corp., Comm. Paper, 6.20%, 09/15/95              $  917,000    $   895,364
AVCO Financial Services, MTN, 3.62%, 06/02/95                            4,000,000      4,000,000
Beneficial Corp., Comm. Paper, 4.20%, 06/09/95                           5,000,000      5,000,000
Beneficial Corp., MTN, 9.35%, 07/05/95                                     700,000        703,565
Beneficial Corp., MTN, 6.13%, 06/12/95                                   4,000,000      3,971,393
Bridgestone/Firestone Master Trust, Inc., Comm. Paper, 6.12%,
 05/23/95                                                                3,748,000      3,748,000
Caterpillar Financial Services Corp., MTN, 6.86%, 08/10/95               1,460,000      1,461,699
Caterpillar Financial Services Corp., Comm. Paper, 6.10%, 05/03/95       1,529,000      1,528,482
Chrysler Financial Corp., Corp. Note, 6.10%, 05/30/95                    3,000,000      2,985,258
Chrysler Financial Corp., Corp. Note, 6.13%, 07/05/95                    3,000,000      2,966,796
Chrysler Financial Corp., MTN, 6.958%, 07/18/95                          3,000,000      3,004,218
CIESCO, L.P., Comm. Paper, 6.08%, 05/11/95                               4,000,000      3,993,244
CIESCO, L.P., Comm. Paper, 6.30%, 08/16/95                              $3,800,000    $ 3,728,845
Dana Credit Corp., Comm. Paper, 6.563%, 10/26/95                         2,300,000      2,302,141
Dean Witter, Discover 95, Corp. Note, 6.415%, 12/15/95                   7,000,000      7,006,495
J. Deere Capital Corp., MTN, 6.125%, 03/11/96                            8,250,000      8,250,000
Discover Credit Corp., MTN, 6.165%, 07/24/95                             1,000,000      1,000,438
Discover Credit Corp., MTN, 6.115%, 06/30/95                             1,600,000      1,600,724
Fleet Financial Group Inc., MTN, 6.22%, 10/13/95                           500,000        499,812
Fleetwood Credit Corp., 6.07%, 05/31/95                                  3,300,000      3,283,308
Ford Motor Credit Co., Comm. Paper, 6.05%, 06/22/95                      5,000,000      4,956,306
General Electric Capital Corp., MTN, 6.40%, 01/10/96                     5,000,000      4,999,280
General Motors Acceptance Corp., Corp. Note, 8.75%, 02/01/96             1,770,000      1,788,295
General Motors Acceptance Corp., Corp. Note, 6.18%, 10/13/95             1,750,000      1,700,431
General Motors Acceptance Corp., Corp. Note, 9.45%, 05/18/95             2,000,000      2,003,445
</TABLE>

See Notes to Financial Statements.

54  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Money Market Fund

<TABLE>
<CAPTION>
                                                                         Principal       Market
                                                                          Amount         Value
                                                                         ----------   -------------
<S>                                                                     <C>           <C>
General Motors Acceptance Corp., Corp. Note, 6.19%, 08/09/95            $  500,000    $    491,403
General Motors Acceptance Corp., Corp. Note, 6.40%, 03/01/96             1,100,000       1,100,000
General Motors Acceptance Corp., MTN, 6.625%, 04/22/96                   1,650,000       1,652,209
Greyhound Financial Corp., Comm. Paper, 6.06%, 02/15/96                  3,425,000       3,426,579
Greyhound Financial Corp., Comm. Paper, 6.563%, 02/15/96                 6,325,000       6,330,389
Household Finance Corp., MTN, 9.00%, 09/01/95                              500,000         504,010
International Lease Finance Corp., Comm. Paper, 6.04%, 06/28/95          2,600,000       2,574,699
ITT Financial Corp., Comm. Paper, 4.66%, 05/25/95                        3,000,000       2,996,460
Pitney Bowes Credit Corp., Comm. Paper, 6.03%, 10/23/95                  2,000,000       1,941,375
Prudential Funding Corp., Comm. Paper, 6.13%, 06/14/95                   4,000,000       3,970,031
Transamerica Financial Group, Comm. Paper, 6.22%, 07/07/95              $5,000,000    $  4,942,119
Transamerica Financial Group, Comm. Paper, 6.32%, 08/14/95               4,900,000       4,809,677
Transamerica Financial Group, Comm. Paper, 6.15%, 08/07/95                 500,000         491,629
Whirlpool Financial Corp., Comm. Paper, 6.05%, 07/17/95                  4,000,000       3,948,239
Xerox Credit Corp., Comm. Paper, 6.10%, 06/01/95                           725,000         721,192
                                                                                      -------------
                                                                                       132,653,937
                                                                                      -------------
Health Services (0.68%)
Columbia/HCA Healthcare Corp., Corp. Note, 4.65%, 07/28/97               1,750,000       1,749,307
                                                                                      -------------
Total Corporate Obligations                                                           $223,903,572
                                                                                      -------------
Total Corporate & Foreign Obligations (cost $243,359,813)                             $243,359,813
                                                                                      -------------
Total Investments (cost $252,370,276)                                                 -------------
                                                                                      $252,370,276
                                                                                      -------------
</TABLE>

Notes to Portfolio of Investments

(a) The cost of investments for income tax purposes is identical to book.
    There were no unrealized gains and losses at April 30, 1995.

Category percentages are based on net assets.

See Notes to Financial Statements.

                                     Aetna Mutual Funds Semi-Annual Report  55

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Government Fund

<TABLE>
<CAPTION>
                                                                         Principal       Market
                                                                          Amount         Value
                                                                         ----------   -------------
<S>                                                                     <C>           <C>
U.S. Government & Agency Obligations (76.75%)
Agency Backed Mortgage Obligations (44.21%)
Government National Mortgage Association, 8.50%, 10/15/07               $  728,400    $   751,163
Government National Mortgage Association, 9.00%, 07/15/16                  591,694        613,697
Government National Mortgage Association, 9.00%, 05/16/16                  553,771        574,365
Federal National Mortgage Association, 4.95%, 09/30/98                   5,000,000      4,685,045
Federal National Mortgage Association, 8.00%, 04/01/25                   2,000,000      1,995,626
                                                                                      -------------
                                                                                        8,619,896
                                                                                      -------------
U.S. Agency Obligations (18.88%)
Private Export Funding Corp., 5.48%, 09/15/03                              850,000        794,750
Small Business Administration, 8.25%, 11/01/11                             897,070        929,736
Small Business Administration 92-20k, 7.55%, 11/01/12                      943,896        936,817
Student Loan Marketing Association, 7.82%, 10/14/99                     $1,000,000    $ 1,020,280
                                                                                      -------------
                                                                                        3,681,583
                                                                                      -------------
U.S. Government Obligations (13.65%)
U.S. Treasury Bond, 7.50%, 11/15/24                                      1,500,000      1,522,500
U.S. Treasury Strip, Zero Coupon, 05/15/03                               2,000,000      1,139,688
                                                                                      -------------
                                                                                        2,662,188
                                                                                      -------------
Total U.S. Government & Agency Obligations (cost $14,917,905)                         $14,963,667
                                                                                      -------------
Foreign & Supranational Obligations (2.95%)
International Bank For Reconstruction and Development, 9.25%,
 05/17/07                                                                  500,000        574,720
                                                                                      -------------
Total Foreign & Supranational Obligations (cost $567,320)                             $   574,720
                                                                                      -------------
Corporate Notes & Obligations (5.14%)
First Chicago Corp. 94i-A 5.983%, 11/17/97                               1,000,000      1,002,570
                                                                                      -------------
Total Corporate Notes & Obligations (cost $998,281)                                   $ 1,002,570
                                                                                      -------------
Short-Term Investments (14.33%)
General Signal Corp., 6.10%, 05/08/95                                      700,000        699,170
Koch Industries Inc., 5.95%, 05/01/95                                      569,000        569,000
</TABLE>

See Notes to Portfolio of Investments.

56  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Government Fund

<TABLE>
<CAPTION>
                                                                         Principal       Market
                                                                          Amount         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Province of British Columbia, 5.95%, 05/02/95                            $800,000     $   799,868
USL Capital Corp., 5.95%, 05/02/95                                        700,000         699,884
                                                                                      -------------
Total Short-Term Investments (cost $2,767,922)                                        $ 2,767,922
                                                                                      -------------
Total Investments (cost $19,251,428)                                                  -------------
                                                                                      $19,308,879
                                                                                      -------------
</TABLE>

Notes to Portfolio of Investments

(a) The cost of investments for income tax purposes is identical. Unrealized
    gains and losses, based on identified tax cost at April 30, 1995 are as
    follows:

<TABLE>
<CAPTION>
<S>                       <C>
 Unrealized gains         $ 224,202
Unrealized losses          (166,751)
                          ----------
Net unrealized gains      $  57,451
                          ==========
</TABLE>

Category percentages are based on net assets.

See Notes to Portfolio of Investments.

                                     Aetna Mutual Funds Semi-Annual Report  57

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Bond Fund

<TABLE>
<CAPTION>
                                                                         Principal       Market
                                                                          Amount         Value
                                                                         ----------   -------------
<S>                                                                     <C>           <C>
Long Term Bonds & Notes (89.41%)
U.S. Government & Agency Obligations (28.82%)
Agency Mortgage Backed Securities (9.44%)
Federal Home Loan Mortgage Corp., 5.625%, 12/01/22                      $  989,810    $ 1,009,297
Federal National Mortgage Association, Zero Coupon, 06/25/22               974,475        791,761
Federal National Mortgage Association, Zero Coupon, 06/25/19               553,796        461,910
Federal National Mortgage Association, 8.00%, 04/01/25                   1,000,000        997,813
Government National Mortgage Association, 10.00%, 04/15/19                 111,910        120,198
Government National Mortgage Association, 10.00%, 11/15/18                 167,708        180,129
Government National Mortgage Association, 9.50%, 07/15/18                  432,413        454,980
Government National Mortgage Association, 10.00%, 07/15/19                 174,903        187,857
                                                                                      -------------
                                                                                        4,203,945
                                                                                      -------------
U.S. Agency Obligations (5.67%)
Private Export Funding Corp, 5.48%, 09/15/03                            $1,700,000    $ 1,589,500
Small Business Administration 92-20k, 7.55%, 11/01/12                      943,896        936,817
                                                                                      -------------
                                                                                        2,526,317
                                                                                      -------------
U.S. Government Obligations (13.70%)
U.S. Treasury Bond, 7.50%, 11/15/24                                      1,500,000      1,522,500
U.S. Treasury Note, 6.75%, 05/31/97                                      4,000,000      4,010,000
U.S. Treasury Strip, Zero Coupon, 02/15/12                               2,000,000        569,680
                                                                                      -------------
                                                                                        6,102,180
                                                                                      -------------
Total U.S. Governnment and Agency Obligations                                         $12,832,442
                                                                                      -------------
Domestic Corporate & Convertible Bonds and Notes (23.82%)
Asset-Backed Securities (9.01%)
Advanta Credit Card 1993-2, 6.043%, 08/31/00                             2,000,000      2,009,600
First Chicago Corp., 5.983%, 11/17/97                                    2,000,000      2,005,140
                                                                                      -------------
                                                                                        4,014,740
                                                                                      -------------
Finance Companies (9.65%)
American Express Credit Corp., 8.50%, 06/15/99                           1,000,000      1,038,968
</TABLE>

See Notes to Financial Statements.

58  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Bond Fund

<TABLE>
<CAPTION>
                                                                         Principal       Market
                                                                          Amount         Value
                                                                         ----------   -------------
<S>                                                                     <C>           <C>
Associates Corp., 8.55%, 07/15/99                                       $1,000,000    $ 1,084,179
Commercial Credit Corp., 8.70%, 06/15/09                                 1,000,000      1,113,464
ITT Financial Corp., 8.875%, 06/15/03                                    1,000,000      1,060,978
                                                                                      -------------
                                                                                        4,297,589
                                                                                      -------------
Other Corporate Bonds (9.66%)
Healthtrust, Inc., 10.75%, 05/01/02                                      1,000,000      1,100,000
Stone Container Corp., 9.875%, 02/01/01                                  1,000,000        998,750
TRW Inc., 9.35%, 06/04/20                                                1,000,000      1,147,434
Tele-Communications, Inc., 9.25%, 04/15/02                               1,000,000      1,054,768
                                                                                      -------------
                                                                                        4,300,952
                                                                                      -------------
Total Domestic Corporate & Convertible Bonds and Notes                                $12,613,281
                                                                                      -------------
Foreign & Non-Agency Mortage-Backed (36.77%)
Foreign & Supranational Obligations (21.72%)
African Development Bank, 8.80%, 09/01/19                                  250,000        277,903
China International Trust, 9.00%, 10/15/06                               1,000,000      1,005,000
Empresa Dist Sur FRN, 9.763%, 05/17/96                                  $1,500,000    $ 1,387,500
Interamerican Development Bank, 12.25%, 12/15/08                         1,200,000      1,648,189
International Bank For Reconstruction and Development, 9.25%,
 07/15/17                                                                1,500,000      1,724,160
KFW International Finance, 8.85%, 07/15/99                                 500,000        529,209
Quebec Province, 7.125%, 02/09/24                                        1,000,000        864,540
Swire Pacific, Ltd. 8.50%, 09/29/04 (a)                                  1,000,000        995,000
European Investment Bank, 13.00%, 08/31/96                               1,182,000      1,241,100
                                                                                      -------------
Total Foreign & Supranational Obligations                                             $ 9,672,601
                                                                                      -------------
Non-Agency Mortgage-Backed Securities (10.53%)
Chase Mortgage Finance, 1992-F, 8.25%, 05/25/08                          1,059,000      1,057,719
Marine Midland 1992-1 AM, 8.00%, 04/25/23                                  972,373        934,198
Prudential Home Mortgage 1992 13 M1, 7.50%, 05/25/07                       701,824        675,505
Prudential Home Mortgage 92-39 M 7.00%, 12/25/07                           906,777        857,667
</TABLE>

                                     Aetna Mutual Funds Semi-Annual Report  59

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Bond Fund

<TABLE>
<CAPTION>
                                                                         Principal       Market
                                                                          Amount         Value
                                                                         ----------   -------------
<S>                                                                     <C>           <C>
Residential Funding Corp. 1992 S2A7, 8.00%, 05/25/20                    $  165,843    $   165,239
Resolution Trust Corp. 1991 17B6, 8.20%, 09/25/21                        1,000,000      1,005,913
                                                                                      -------------
                                                                                        4,696,241
                                                                                      -------------
Total Foreign & Non-Agency Mortgage-Backed                                            $14,368,842
                                                                                      -------------
Total Long Term Investments (cost $40,030,374)                                        $39,814,565
                                                                                      -------------
Short Term Investments (6.58%)
Honeywell, Inc., Comm. Paper, 6.00%, 05/01/95                            2,931,000      2,931,000
                                                                                      -------------
Total Short Term Investments (cost $2,931,000)                                        $ 2,931,000
                                                                                      -------------
Total Investments--100.00% (cost $42,961,374)                                         -------------
                                                                                      $42,745,565
                                                                                      -------------
</TABLE>

Notes to Portfolio of Investments

(a) The cost of investments for income tax purposes amounted to $42,990,014.
    Unrealized gains and losses, based on identified tax cost at April 30,
    1995 are as follows:

<TABLE>
<CAPTION>
<S>                       <C>
 Unrealized gains         $ 384,946
Unrealized losses          (629,395)
                          ----------
Net unrealized losses     $(244,449)
                          ==========
</TABLE>

Category percentages are based on net assets.

60  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Tax-Free Fund

<TABLE>
<CAPTION>
                                                                         Principal       Market
                                                                          Amount         Value
                                                                         ----------   -------------
<S>                                                                     <C>           <C>
Long Term Bonds & Notes (92.27%)
Airport (4.42%)
City and County of Denver, Colorado, Airport System Revenue Bonds,
 7.00%, 11/15/99                                                        $1,000,000     $1,025,000
                                                                                      -------------
Electric Revenue (10.70%)
Seattle, Washington Light and Power System, Light and Power Revenue
 Refunding Bonds, 4.90%, 05/01/03                                        1,000,000        942,500
Southern Minnesota Municipal Power Agency, Power Supply System
 Revenue Bonds, 5.50%, 01/01/03                                            640,000        633,600
Washington Public Power Supply System, Nuclear Project No. 2 Revenue
 Refunding Bonds, 5.375%, 07/01/11                                       1,000,000        907,500
                                                                                      -------------
                                                                                        2,483,600
                                                                                      -------------
Escrowed to Maturity (1.59%)
Southern Minnesota Municipal Power Agency, Power Supply System
 Revenue Bonds, 5.50%, 01/01/03                                            360,000        369,000
                                                                                      -------------
General Obligation (8.27%)
Cedar Rapids, Iowa, 5.125%, 06/01/11                                    $1,000,000     $  920,000
City and County of Honolulu, Hawaii, 5.50%, 04/01/06                     1,000,000        998,750
                                                                                      -------------
                                                                                        1,918,750
                                                                                      -------------
Housing (4.11%)
Virginia Housing Development Authority, Mortgage Revenue Bonds,
 5.70%, 01/01/11                                                         1,000,000        953,750
                                                                                      -------------
Insured (12.42%)
Atlanta, Georgia, Airport Facilities Revenue Refunding Bonds,
 (Ambac- Insured), 5.30%, 01/01/03                                       1,000,000      1,002,500
Florida Municipal Power Agency, All Requirements Power Supply Revenue
 Bonds (Ambac-Insured), 5.10%, 10/01/14                                  1,000,000        896,250
Kentucky Turnpike Authority, Economic Development Road Revenue
 Refunding Bonds (Ambac-Insured), 5.50%, 07/01/09                        1,000,000        983,750
                                                                                      -------------
                                                                                        2,882,500
                                                                                      -------------
</TABLE>

See Notes to Financial Statements.

                                     Aetna Mutual Funds Semi-Annual Report  61

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Tax-Free Fund

<TABLE>
<CAPTION>
                                                                         Principal       Market
                                                                          Amount         Value
                                                                         ----------   -------------
<S>                                                                     <C>           <C>
Lease (4.33%)
Indiana Transportation Finance Authority, Airport Facilities Lease
 Revenue Bonds, 6.50%, 11/01/07                                         $1,000,000     $1,030,000
                                                                                      -------------
Pollution Control (3.80%)
Illinois Development Finance Authority, Pollution Control Revenue
 Refunding Bonds (Commonwealth Edison Project), 5.85%, 01/15/14          1,000,000        905,000
                                                                                      -------------
Prerefunded (13.81%)
San Antonio, Texas, General Obligation Limited Tax Bonds (Prerefunded
 8/01/97 @ 100), 7.875%, 08/01/10                                        1,000,000      1,067,500
Tarrant County, Texas Water Control and Improvement District No. 1,
 Water Revenue Bonds (Prerefunded 3/01/98 @ 100), 7.70%, 03/01/00        1,000,000      1,077,500
State of Wisconsin, General Obligation Bonds (Prerefunded 5/01/98 @
 101), 6.60%, 05/01/08                                                   1,000,000      1,060,000
                                                                                      -------------
                                                                                        3,205,000
                                                                                      -------------
Sales/Special Tax (3.89%)
State of Illinois, Sales Tax Revenue Bonds, 5.25%, 06/15/13             $1,000,000     $  902,500
                                                                                      -------------
University (8.20%)
California Educational Facility Authority Revenue Bonds, University
 of Southern California Project, 5.75%, 10/01/15                         1,000,000        958,750
Dormitory Authority of the State of New York, Consolidated City
 University System Revenue Bonds, 5.75%, 07/01/09                        1,000,000        945,000
                                                                                      -------------
                                                                                        1,903,750
                                                                                      -------------
Water/Sewer (16.52%)
DuPage Water Commission, Illinois, Water Revenue Refunding Bonds,
 5.25%, 05/01/11                                                         1,000,000        928,750
Massachusetts Water Resources Authority
 General Revenue Refunding Bonds, 5.25%, 03/01/13                        1,000,000        903,750
City of Philadelphia Water & Wastewater, 5.625%, 06/15/09                1,000,000        976,250
</TABLE>

See Notes to Portfolio of Investments.

62  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Tax-Free Fund

<TABLE>
<CAPTION>
                                                                         Principal       Market
                                                                          Amount         Value
                                                                         ----------   -------------
<S>                                                                     <C>           <C>
Portland, Oregon, Sewer System Revenue Bonds, 6.10%, 06/01/10           $1,000,000    $ 1,026,250
                                                                                      -------------
                                                                                        3,835,000
                                                                                      -------------
Total Long Term Bonds & Notes (cost $21,885,674)                                      $21,413,850
                                                                                      -------------
Short-Term Investments (10.01%)
Koch Industries, Inc., Comm. Paper, 5.95%, 05/01/95                      1,000,000      1,000,000
Prudential Funding Corp., Comm. Paper, 5.95%, 05/01/95                     707,000        707,000
USL Capital Corp., Comm. Paper, 5.95%, 05/02/95                            675,000        674,888
                                                                                      -------------
Total Short-Term Investments (cost $2,381,888)                                        $ 2,381,888
                                                                                      -------------
Total Investments (cost $24,267,562)                                                  -------------
                                                                                      $23,795,738
                                                                                      -------------
</TABLE>

Notes to Portfolio of Investments

(a) The cost of investments for income tax purposes is identical. Unrealized
    gains and losses, based on identified tax cost at April 30, 1995 are as
    follows:

<TABLE>
<CAPTION>
<S>                         <C>
   Unrealized gains         $ 184,269
  Unrealized losses          (656,093)
                            ----------
  Net unrealized loss      ($ 471,824)
                            ==========
</TABLE>

Category percentages are based on net assets.

See Notes to Portfolio of Investments. 

                                     Aetna Mutual Funds Semi-Annual Report  63

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

The Aetna Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Common Stocks (61.86%)
Aerospace & Defense (1.14%)
Kaman Corporation Class "A"                                                2,300       $   28,463
Lockheed Martin Corp.                                                      4,000          231,000
McDonnell Douglas Corp.                                                   11,000          682,000
                                                                                      -------------
                                                                                          941,463
                                                                                      -------------
Air Transportation (0.82%)
AMR Corp.                                                                  3,100          208,863
Pittston Service Group                                                    17,500          415,625
UAL Corp.                                                                    400           48,000
                                                                                      -------------
                                                                                          672,488
                                                                                      -------------
Autos & Auto Equipment (1.82%)
Borg-Warner Automotive, Inc.                                                 400           10,300
Breed Technologies, Inc.                                                   1,700           34,213
Eaton Corp.                                                                8,000          459,000
Echlin, Inc.                                                               1,300           47,450
Ford Motor Co.                                                            11,800          318,600
Kaydon Corp.                                                                 400           11,000
Masland Corp.                                                              2,000           27,250
Oshkosh Truck Corp.                                                          500            6,344
SPX Corp.                                                                    900           12,263
TRW Inc.                                                                   7,700          572,688
                                                                                      -------------
                                                                                        1,499,108
                                                                                      -------------
Banks (3.06%)
Anchor Bancorp Wisconsin, Inc.                                               200       $    6,663
Associated Banc-Corp.                                                        100            3,675
Bank of Boston Corp.                                                       8,000          268,000
Bankamerica Corp.                                                          8,000          396,000
Bankers First Corp.                                                          400           10,700
Centerbank                                                                 1,000           13,125
Centura Banks, Inc.                                                          800           20,700
Charter One Financial, Inc.                                                2,200           50,463
Chemical Banking Corp.                                                     9,500          396,625
Citicorp                                                                   4,400          204,050
City National Corp.                                                        3,300           33,413
Commerce Bancorp, Inc.                                                       400            6,825
Commerce Bancshares, Inc                                                     700           21,350
Cullen/Frost Bankers                                                         600           22,200
FFY Financial Corp.                                                          400            7,200
First American Corp. (Tenn.)                                               1,100           38,088
First Commonwealth Financial Corp.                                           300            4,575
First Interstate Bancorp                                                   6,800          522,750
Firstier Financial, Inc.                                                     100            3,363
Fulton Financial Corp.                                                       200            4,025
Hibernia Corp. Class "A"                                                   5,300           42,400
MAF Bancorp, Inc.                                                            200            4,700
</TABLE>

See Notes to Portfolio of Investments .

64  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

The Aetna Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Mellon Bank Corp.                                                         3,900        $  153,075
Midlantic Corporation, Inc.                                                 900            32,850
National Commerce Bancorporation                                            200             4,950
North Side Savings Bank                                                     300             6,788
Old National Bancorp                                                        200             6,900
Peoples Bank of Bridgeport, CT.                                           1,100            16,363
Putnam Trust Co.                                                            100             4,138
Queens County Bancorp, Inc.                                               1,200            36,750
Reliance Bancorp                                                            800            10,100
Silicon Valley Bancshares                                                   700            11,025
Standard Financial, Inc.                                                  1,000            12,250
Star Banc Corp.                                                             800            33,400
Summit Bancorporation                                                     1,100            21,244
Susquehanna Bancshares, Inc.                                                300             6,844
TCF Financial Corp.                                                       1,100            47,163
The Boston Bancorp                                                          300            11,663
Trustmark Corp.                                                             300             5,025
Valley National Bancorp                                                     935            23,375
                                                                                      -------------
                                                                                        2,524,793
                                                                                      -------------
Building Materials &
 Construction (0.57%)
Ameron, Inc.                                                                100             3,663
Armstrong World Industries, Inc.                                          4,000        $  182,000
Champion Enterprises, Inc.                                                1,400            42,000
Florida Rock Industries, Inc.                                               200             5,550
Granite Construction Inc.                                                 2,000            40,375
Kasler Holding Co.                                                          600             3,675
Modine Manufacturing Co.                                                    500            17,000
National Steel Corp.                                                      2,600            33,150
NCI Building Systems, Inc.                                                  600            10,725
Redman Industries, Inc.                                                     300             5,888
Stone & Webster, Inc.                                                     1,000            29,750
Texas Industries                                                          1,200            45,150
Tredegar Industries, Inc.                                                   400             9,100
UNR Industries, Inc.                                                        400             2,388
Del Webb Corp.                                                            2,200            42,075
                                                                                      -------------
                                                                                          472,489
                                                                                      -------------
Chemicals (1.59%)
ARCO Chemical Co.                                                           800            37,200
Cabot Corp.                                                               1,300            51,025
Cytec Industries                                                          2,100            76,388
du Pont (E.I.) de Nemours                                                 1,900           125,163
Fuller (H.B.) Co.                                                           800            30,300
IMC Global, Inc.                                                            900            44,213
Learonal Inc.                                                             1,500            29,063
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  65

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

The Aetna Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Lyondell Petrochemical Co.                                                 1,000       $   24,875
Morton International, Inc.                                                12,500          387,500
OM Group, Inc.                                                               300            7,163
PPG Industries, Inc.                                                       3,300          129,938
Sterling Chemicals, Inc.                                                   4,000           50,000
Synalloy Corp.                                                               200            4,525
The Geon Gompany                                                           1,900           51,300
Union Carbide Corp.                                                        7,600          243,200
Vigoro Corp.                                                                 600           23,925
                                                                                      -------------
                                                                                        1,315,778
                                                                                      -------------
Commercial Services (0.70%)
Actava Group Inc.                                                          1,200           11,100
California Water Service Co.                                                 100            3,188
Devry, Inc.                                                                  800           30,300
Franklin Quest Co.                                                         1,400           46,550
Health Management Systems, Inc.                                               50            1,163
Interim Services, Inc.                                                     1,600           46,100
Ionics, Inc.                                                                 500           14,000
Jacobs Engineering Group Inc.                                              2,800           55,300
Jenny Craig Inc.                                                             600            4,500
Kelly Services Inc. Class "A"                                              1,400           47,600
Manpower Inc.                                                                100            3,338
Paychex, Inc.                                                                200            9,538
Regis Corp.                                                                  800           13,800
Robert Half International Inc.                                             1,000       $   26,375
Safeguard Services, Inc.                                                   3,900           68,250
Service Corp. International                                                5,300          149,725
True North Communications, Inc.                                            2,000           38,000
United Video Satellite Group Inc. Class "A"                                  500           12,688
                                                                                      -------------
                                                                                          581,515
                                                                                      -------------
Computer & Office
 Equipment (3.27%)
Ceridian Corp.                                                            17,100          589,950
Fair Isaac & Company, Inc.                                                   200            9,400
Gateway 2000, Inc.+                                                          400            7,575
Harris Corp.                                                                 900           42,300
HBO and Co.                                                                  300           13,650
International Business Machines Corp.                                     14,100        1,335,975
Planar Systems, Inc.                                                       1,700           33,150
Read-Rite Corp.                                                            5,800          123,613
Sun Microsystems, Inc.                                                     3,700          147,075
Xerox Corp.                                                                3,200          394,000
                                                                                      -------------
                                                                                        2,696,688
                                                                                      -------------
Computer Software (0.79%)
American Management Systems, Inc.+                                         2,100           44,100
</TABLE>

See Notes to Portfolio of Investments .

66  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

The Aetna Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
CACI International, Inc.+                                                   100         $  1,013
Cadence Design Systems, Inc.                                              1,700           54,825
Cheyenne Software, Inc.                                                     500            7,250
Compuware Corp.                                                             900           23,400
Control Data Systems, Inc.                                                  700            6,519
Dell Computer Corp.                                                       1,100           60,156
Exabyte Corp.                                                             2,100           26,250
FTP Software, Inc.                                                        3,600           94,275
Kronos, Inc.                                                                300            9,038
Legent Corp.                                                              1,300           35,425
Mapinfo Corp.                                                               300            9,000
Medic Computer Systems, Inc.                                                200            8,850
Medicus Systems Corp.                                                       700            7,788
Microsoft Corp.                                                             700           57,269
Policy Management Systems Corp.+                                          1,000           50,375
Recognition International, Inc.                                             100              738
Reynolds & Reynolds                                                       1,700           45,050
Sungard Data Systems Inc.+                                                2,200          102,025
System Software Assoc., Inc.                                                300            7,519
                                                                                      -------------
                                                                                         650,865
                                                                                      -------------
Consumer Products (0.45%)
Alberto-Culver Company                                                    3,400         $107,100
Block Drug Co., Inc.                                                        200            7,288
Consolidated Papers Inc.                                                  1,100           53,900
Fieldcrest Cannon, Inc.                                                   1,800           39,825
First Brands Corp.                                                          300           11,550
Guilford Mills, Inc.                                                        300            7,425
Helene Curtis Industries, Inc.                                              800           27,500
Libbey, Inc.                                                                900           17,438
Maybelline, Inc.                                                          1,200           26,400
Natures Sunshine Products, Inc.                                             160            2,060
Phillips-Van Heusen Corp.                                                   300            4,613
Tambrands Inc.                                                              300           12,488
Unifi, Inc.                                                               1,600           40,200
Valspar Corp.                                                               400           14,150
                                                                                      -------------
                                                                                         371,937
                                                                                      -------------
Diversified (1.64%)
Astec Industries, Inc.                                                      400            4,500
BIC                                                                         200            6,775
Cyrk International, Inc.                                                  3,100           44,563
Eastern Enterprises                                                       2,300           68,713
Griffon Corp.                                                             3,600           27,900
Harsco Corp.                                                              1,000           47,625
ITT Corp.                                                                 5,300          553,850
Katy Industries                                                             300            2,738
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  67

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

The Aetna Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Kulicke & Soffa Industries, Inc.                                           2,400       $  101,850
Loews Corporation                                                            200           20,375
Mercer International, Inc.                                                 1,000           14,938
Santa Anita Realty Enterprises, Inc.                                         200            3,275
Standex International Corp.                                                  600           18,825
Textron Inc.                                                               4,000          228,000
United Waste Systems, Inc.                                                   700           20,038
VF Corp.                                                                   3,700          186,850
                                                                                      -------------
                                                                                        1,350,815
                                                                                      -------------
Electric Utilities (1.02%)
Boston Edison Co.                                                          1,300           31,038
California Energy Co.                                                        300            4,988
Central Maine Power Co.                                                    4,200           46,725
Cipsco, Inc.                                                                 900           26,100
General Public Utilities Corp.                                               400           11,400
Green Mountain Power Corp.                                                   500           12,813
Illinova Corp.                                                               600           13,950
Interstate Power Co.                                                         200            4,825
LG&E Corp.                                                                   700           27,038
MDU Resources Group, Inc.                                                    200            5,525
New York State Electric & Gas Corp.                                          600           13,125
Nipsco Industries, Inc.                                                    1,500       $   48,375
Northwestern Public Service Co.                                              200            5,450
Ohio Edison Co.                                                           14,200          285,775
Oklahoma Gas and Electric Co.                                              1,200           41,250
Philadelphia Suburban Corp.                                                  300            5,400
Public Service Co. Of New Mexico                                           4,200           53,550
Sierra Pacific Resources                                                   1,000           20,875
Southern California Water Co.                                                600           10,275
United Illuminating Co.                                                    2,500           80,313
Wisconsin Energy Corp.                                                     2,000           55,500
WPS Resources Corp.                                                        1,400           40,425
                                                                                      -------------
                                                                                          844,715
                                                                                      -------------
Electrical Equipment (4.47%)
3Com Corp.                                                                   600           33,563
Ametek, Inc.                                                               1,900           30,875
AMP Inc.                                                                   6,000          256,500
Avnet, Inc.                                                                1,200           53,400
Baldor Electric Co.                                                          800           23,600
Burr-Brown Corp.                                                             900           22,950
Cellstar Corp.                                                             1,500           28,875
Dionex Corp.                                                                 100            4,188
Emerson Electric Company                                                   8,900          598,525
</TABLE>

See Notes to Portfolio of Investments.

68  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

The Aetna Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
General Electric Corp. (U.S.)                                             15,700       $  879,200
Itel Corp.+                                                                1,000           36,000
Kemet Corp.                                                                1,500           58,688
Kuhlman Corp.                                                              1,700           19,975
Marshall Industries                                                          600           16,575
Microchip Technology Corp.                                                 5,500          153,656
Molex, Inc.                                                                1,700           64,600
Park Electrochemical Corp.                                                 2,000           75,000
Parker-Hannifin Corp.                                                      4,800          249,600
Sundstrand Corp.                                                             400           22,200
Tektronix, Inc.                                                           10,700          486,850
Telco Systems, Inc.                                                        1,200           14,550
Teradyne, Inc.                                                             1,200           60,750
Texas Instruments, Inc.                                                    3,300          349,800
Valmont Industries+                                                          300            6,375
W. W. Grainger Inc.                                                        2,400          145,200
                                                                                      -------------
                                                                                        3,691,495
                                                                                      -------------
Electrical & Electronics (1.26%)
Compaq Computer Corp.                                                      2,700          102,600
Esterline Technology                                                       3,900           65,813
FPL Group, Inc.                                                            1,000           36,750
Intel Corp.                                                                3,700          379,019
Logicon Inc.                                                                 200            7,400
Loral Corp.                                                                2,300          108,100
Merix Corp                                                                 1,000           22,500
Micron Technology Inc.                                                       900       $   74,025
Motorola, Inc.                                                               700           39,813
Tandy Corp.                                                                4,000          198,000
Western Digital Corp.                                                        200            3,200
                                                                                      -------------
                                                                                        1,037,220
                                                                                      -------------
Electronics (0.29%)
Best Power Technology, Inc.                                                  500            6,313
Cohu, Inc.                                                                   200            7,300
CTS Corp.                                                                    100            3,313
Dovatron International Inc.                                                1,100           24,475
Dynatech Corp.                                                             4,100           70,725
Glenayre Technologies, Inc.                                                  600           36,825
Maxim Integrated Products, Inc.                                            1,000           36,500
Rogers Corp.                                                                 200           10,700
Seagate Technology, Inc.                                                     700           22,313
Unitrode Corp.                                                             1,200           24,900
                                                                                      -------------
                                                                                          243,364
                                                                                      -------------
Environmental Control (0.25%)
Browning-Ferris Industries, Inc.                                           6,100          201,300
Groundwater Technology, Inc.                                                 600            7,800
                                                                                      -------------
                                                                                          209,100
                                                                                      -------------
Financial Services (1.77%)
American General Corp.                                                     4,100          135,300
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  69

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

The Aetna Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Astoria Financial Corp.                                                    2,600       $   88,563
AutoFinance Group                                                            600            8,963
Bank of New York Co., Inc.                                                 6,100          200,538
Banponce Corp.                                                               400           12,925
Baybanks, Inc.                                                               500           31,188
Bell Bancorp, Inc.                                                           600           16,800
Brooklyn Bancorp                                                             600           19,200
Dean Witter Discover and Co.                                               9,100          385,613
Deposit Guaranty Corp.                                                       700           24,238
Duff & Phelps Corp.                                                        2,600           28,275
Federal Home Loan Mortgage Corp.                                           2,500          163,125
First Empire State Corp.                                                     200           32,100
Foothill Group Class "A"                                                     400            8,700
GP Financial Corp.                                                           400            9,575
Great Financial Corp.                                                      1,100           19,456
Home Financial Corp.                                                       2,800           35,350
John Nuveen & Company, Inc. Class "A"                                        200            4,475
Keystone Financial, Inc.                                                     500           14,406
Leader Financial Corp.                                                     1,200           32,625
Mark Twain Bancshares, Inc.                                                  200            6,288
Mercury Finance Co.                                                        1,000           15,125
Morgan Keegan Inc.                                                           500       $    7,875
Pioneer Group, Inc.                                                          500           12,719
River Forest Bancorp, Inc.                                                   300           10,988
SEI Corp.                                                                    500            9,563
Transmedia Network Inc.                                                      600            7,350
Travelers Group, Inc.                                                      2,600          107,575
World Acceptance Corp.                                                       200            5,700
Zions Bancorp.                                                               200            8,550
                                                                                      -------------
                                                                                        1,463,148
                                                                                      -------------
Food & Beverage (4.40%)
American Maize Products Co. Class "A"                                        700           23,100
Anheuser Busch Co.                                                         7,500          435,938
Archer-Daniels- Midland Co.                                               30,550          557,538
Cagle's, Inc.                                                                300            5,963
Campbell Soup Co.                                                          2,400          123,000
Coca-Cola Co. (The)                                                       12,800          744,000
Conagra, Inc.                                                             16,700          555,275
Goodmark Foods, Inc.                                                         300            4,781
Heinz (H.J.) Co.                                                           1,000           42,000
Hormel Foods Corp.                                                         1,300           35,588
Hudson Foods, Inc. Class "A"                                               1,400           24,150
IBP, Inc.                                                                  1,300           48,100
International Dairy Queen, Inc.                                              700           13,475
International Multifoods Corp.                                             1,500           30,750
</TABLE>

See Notes to Portfolio of Investments. 

70  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

The Aetna Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Kroger Co. (The)                                                           1,500       $   38,250
Luby's Cafeterias Inc.                                                    13,700          260,300
Mondavi (Robert) Corp.+                                                      600            8,625
Quality Food Centers, Inc.                                                   374            7,667
Richfood Holdings, Inc.                                                    2,200           43,450
Safeway, Inc.                                                              1,000           37,500
Sara Lee Corp.                                                            18,500          515,688
Sbarro, Inc.                                                                 300            7,725
Smith's Food & Drug Centers, Inc.                                          1,600           34,600
Thorn Apple Valley                                                           400            7,200
Universal Foods Corp.                                                        700           22,750
                                                                                      -------------
                                                                                        3,627,413
                                                                                      -------------
Health Services (1.10%)
Columbia/HCA Healthcare Corp.                                              8,300          348,600
Coventry Corp.                                                             2,300           53,906
Employee Benefit Plans, Inc.                                               1,600           13,600
Health Management Associates Class "A"                                       400           11,600
Humana Inc.                                                               18,300          356,850
Integrated Health Services, Inc.                                             200            6,925
Invacare Corp.                                                               300           11,775
Living Centers Of America, Inc.                                              200            5,675
Owens & Minor, Inc.                                                          100       $    1,350
Pharmacy Management Services, Inc.+                                        1,100           17,463
Ren Corp.+                                                                 1,100           17,875
Sun Healthcare Group, Inc.                                                   300            7,238
Universal Health Services, Inc.+                                           2,200           58,025
                                                                                      -------------
                                                                                          910,882
                                                                                      -------------
Health Technology (0.35%)
Amsco International, Inc.                                                  7,000           88,375
Cordis Corp.+                                                                400           28,800
Fresenius USA, Inc.+                                                         300            3,075
Isomedix, Inc.+                                                              200            2,975
Life Technologies, Inc.                                                      500           10,938
Puritan-Bennett Corp.                                                      1,100           27,019
Research Industries Corp.                                                  2,600           45,663
Sybron International Corp.                                                 2,200           81,675
                                                                                      -------------
                                                                                          288,520
                                                                                      -------------
Home Furnishings & Appliances (0.10%)
Bombay Co., Inc.                                                           1,100            8,250
Haverty Furniture Co., Inc.                                                  400            4,150
Kimball International, Inc. Class "B"                                        100            2,625
Lancaster Colony Corp.                                                       500           17,563
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  71

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

The Aetna Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Leggett & Platt, Inc.                                                      1,200        $ 46,200
                                                                                      -------------
                                                                                          78,788
                                                                                      -------------
Hotels & Restaurants (0.08%)
Marcus Corp.                                                                 200           5,325
Marriott International, Inc.                                               1,600          57,600
Sholodge, Inc.                                                               300           4,388
                                                                                      -------------
                                                                                          67,313
                                                                                      -------------
Household Products (0.95%)
Oneida Ltd.                                                                  100           1,500
Procter & Gamble Co.                                                       3,800         265,525
Springs Industries, Inc. Class "A"                                        11,800         458,725
Toro Co.                                                                   2,100          60,638
                                                                                      -------------
                                                                                         786,388
                                                                                      -------------
Insurance (2.04%)
AFLAC, Inc.                                                                1,000          41,250
Allied Group, Inc.                                                           200           5,825
Allmerica Property & Casualty Co., Inc.                                      900          17,100
Allstate Corp.                                                             1,300          39,488
American Bankers Insurance Group, Inc.                                       900          28,575
American Travellers Corp.                                                    400           8,000
Argonaut Group, Inc.                                                         600          18,150
Capital American Financial Corp.                                             200           4,375
Capital Guaranty Corp.                                                       300        $  5,325
Executive Risk Inc.                                                          400           7,050
Fund American Enterprises Inc.                                               290          20,916
Gainsco, Inc.                                                                900           9,563
Healthwise Of America, Inc.                                                  100           2,825
Home Beneficial Company                                                      200           4,025
Horace Mann Educators Corp.                                                  200           4,125
Lawyers Title Corp.                                                          200           2,900
Life Partners Group, Inc.                                                  3,000          58,500
Maxicare Health Plans, Inc.                                                  200           3,138
National Re Holdings Corp.                                                   300           9,075
Ohio Casualty Corp.                                                        1,100          32,244
Old Republic International Corp.                                           1,300          33,475
Progressive Corp.                                                          5,300         200,075
Protective Life Corp.                                                        800          36,300
PXRE Corporation                                                             400           9,800
Reinsurance Group of America                                                 300           7,463
Reliastar Financial Corp.                                                  2,400          86,100
Security-Connecticut Corp.                                                 1,700          42,500
St. Paul Companies, Inc.                                                  17,400         837,375
Transnational Re Corp. Class "A"                                             700          14,175
</TABLE>

See Notes to Portfolio of Investments.

72  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

The Aetna Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Unitrin, Inc.                                                                700       $   33,775
Vesta Insurance Group, Inc.                                                1,600           53,400
Washington National Corp.                                                    500            9,188
                                                                                      -------------
                                                                                        1,686,075
                                                                                      -------------
Leisure & Entertainment (0.41%)
Carmike Cinemas, Inc. Class "A"+                                           1,400           31,150
Carnival Corp.                                                               600           14,925
Chris-Craft Industries Inc.                                                  824           27,810
Fleetwood Enterprises, Inc.                                                3,400           78,200
Polaris Industries, Inc.                                                   2,000           90,500
Walt Disney Co.                                                            1,800           99,675
                                                                                      -------------
                                                                                          342,260
                                                                                      -------------
Machinery (0.37%)
Caterpillar Inc.                                                           1,700           99,450
Deere & Co.                                                                1,000           82,000
Fluor Corp.                                                                2,000          103,000
Regal Beloit Corp.                                                         1,500           22,875
                                                                                      -------------
                                                                                          307,325
                                                                                      -------------
Machinery & Equipment (0.56%)
Arctco, Inc.                                                               4,000           56,000
Barnes Group, Inc.                                                           300           13,463
Clarcor, Inc.                                                                100            2,100
Commercial Intertech Corp.                                                 1,700           37,613
Danaher Corp.                                                              1,700           50,575
Donaldson Company, Inc.                                                    1,200       $   29,850
FSI International, Inc.                                                    2,000           92,250
Harnischfeger Industries, Inc.                                             1,700           50,150
IDEX Corp.                                                                   400           13,350
Indresco Inc.                                                              1,200           16,800
JLG Industries, Inc.                                                         800           16,200
Lindsay Manufacturing Co.                                                    400           12,950
L.S. Starrett Company Class "A"                                              200            4,600
Raymond Corp. (The)                                                        1,050           21,263
Tecumseh Products Co. Class "A"                                              600           30,000
Watts Industries, Inc.                                                       300            6,825
Zero Corp.                                                                   500            6,875
                                                                                      -------------
                                                                                          460,864
                                                                                      -------------
Media (1.14%)
Belo (A.H.) Corp.                                                            700           42,088
Capital Cities/ABC, Inc.                                                   2,600          219,700
Clear Channel Communications, Inc.                                         1,600           90,000
Media General, Inc.                                                        1,400           45,500
Park Communications, Inc.                                                    700           21,306
Tele-Communications, Inc.                                                 27,100          519,981
                                                                                      -------------
                                                                                          938,575
                                                                                      -------------
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  73

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

The Aetna Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Medical Services (0.03%)
HealthSouth Corp.+                                                         1,300       $   25,675
                                                                                      -------------
Medical Supplies (0.69%)
Becton, Dickinson & Co.                                                    7,300          406,975
Horizon Healthcare Corp.+                                                  4,700           98,113
Nellcor, Inc.+                                                             1,100           45,788
Superior Surgical Manufacturing Co.                                          600            7,275
Tecnol Medical Products Inc.+                                                400            7,500
West Co., Inc.                                                               200            5,600
                                                                                      -------------
                                                                                          571,251
                                                                                      -------------
Medical Technology (0.05%)
Bio-Rad Laboratories, Inc. Class A                                           300            8,663
Collagen Corp.                                                             1,600           30,600
                                                                                      -------------
                                                                                           39,263
                                                                                      -------------
Metals (1.21%)
Alcan Aluminum Ltd.                                                        7,300          207,138
Alumax Inc.                                                                1,600           45,200
Ashland Coal, Inc.                                                           200            5,525
Brush Wellman Inc.                                                         1,300           25,675
Castle, (A.M.) & Co.                                                         600            8,625
Cleveland Cliffs Inc.                                                        400           14,650
Commercial Metals Co.                                                        700           18,550
Cyprus Amax Minerals Co.                                                   6,800          189,550
Handy & Harman                                                             1,300           19,500
J&L Specialty Steel, Inc.                                                  1,300       $   24,050
Kennametal Inc.                                                              900           30,150
Magma Copper Co.                                                           2,500           41,875
Material Sciences Corp.                                                      500            9,063
Minerals Technologies, Inc.                                                1,700           56,525
Nucor Corp.                                                                3,600          172,800
Phelps Dodge Corp.                                                         2,000          113,250
Rouge Steel Co.                                                              700           15,663
                                                                                      -------------
                                                                                          997,789
                                                                                      -------------
Oil & Gas (5.20%)
Box Energy Corp. Class "B"                                                 2,200           18,700
Chevron Corp.                                                              5,900          279,513
Dekalb Energy Co.                                                          1,600           37,900
Exxon Corp.                                                               12,900          898,163
Leviathan Gas Pipeline Partners L.P.                                       1,000           25,000
Mobil Corp.                                                                8,200          777,975
Newfield Exploration Co.                                                     900           20,700
Oneok, Inc.                                                                2,600           49,725
Panhandle Eastern Corp.                                                    9,400          225,600
Penn Virginia Corp.                                                          100            3,350
Quaker State Corp.                                                         2,400           34,200
Royal Dutch Petroleum Co.                                                 11,000        1,364,000
</TABLE>

See Notes to Portfolio of Investments.

74  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

The Aetna Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Santa Fe Pacific Pipeline Partners, L.P.                                     800       $   29,600
Shell Transport Class "A"                                                  6,300          448,875
Smith International Inc.                                                   3,600           62,100
Tide West Oil Co.                                                            600            6,188
Wiser Oil Co.                                                                300            4,425
                                                                                      -------------
                                                                                        4,286,014
                                                                                      -------------
Oil & Gas Utilities (0.81%)
Cascade Natural Gas Corp.                                                    300            4,200
Connecticut Energy Corp.                                                     200            3,825
Energen Corp.                                                                200            4,400
Laclede Gas Co.                                                              200            3,775
New Jersey Resources Corp.                                                   600           13,500
Northwest Natural Gas Co.                                                    400           12,300
Pacific Enterprises                                                        3,100           76,338
Piedmont Natural Gas, Inc.                                                   800           16,300
Public Service Co. of North Carolina                                         600            8,925
Schlumberger, Ltd.                                                         6,300          396,113
South Jersey Industries                                                      800           16,100
Southern Indiana Gas & Electric Co.                                        1,200           36,300
Southwest Gas Corp.                                                          600            8,850
Tesoro Petroleum                                                           2,900       $   28,638
Union Texas Petroleum Holdings, Inc.                                       1,800           38,475
                                                                                      -------------
                                                                                          668,039
                                                                                      -------------
Paper & Containers (2.20%)
ACX Technologies, Inc.                                                       400           17,400
Aptargroup, Inc.                                                             600           17,700
Avery Dennison Corp.                                                       7,000          284,375
Ball Corp.                                                                16,100          551,425
Champion International Corp.                                               3,900          171,600
Chesapeake Corp.                                                           4,000          124,000
Georgia-Pacific Corp.                                                      1,000           79,375
International Paper Co.                                                    5,100          392,700
Longview Fibre Co.                                                         2,000           33,250
Mead Corp.                                                                   300           15,525
Potlatch Corp.                                                             2,000           85,250
Rayoner Inc.                                                               1,200           39,750
Seda Speciality Packing Co.                                                  300            3,094
                                                                                      -------------
                                                                                        1,815,444
                                                                                      -------------
Pharmaceuticals (4.36%)
Allergan, Inc.                                                               500           13,563
A.L. Pharma, Inc. Class "A"                                                  500           11,938
Barr Laboratories, Inc.+                                                     500           10,500
Blount Inc., Class "A"                                                       600           26,775
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  75

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

The Aetna Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Bristol-Myers Squibb Co.                                                   7,000       $  455,875
Foxmeyer Health Corp.                                                        600           11,400
Johnson & Johnson                                                         12,700          825,500
Marion Merrell Dow, Inc.                                                   1,000           23,875
Medtronic, Inc.                                                            4,400          327,250
Mylan Laboratories                                                         8,300          255,225
Pfizer Inc.                                                                4,500          389,813
Rhone-Poulenc Rorer, Inc.                                                    600           25,125
Schering-Plough                                                            5,300          399,488
Smithkline Beecham                                                        14,600          567,575
Walgreen Co.                                                               3,300          155,100
Watson Pharmaceuticals, Inc.+                                              3,100           96,100
                                                                                      -------------
                                                                                        3,595,102
                                                                                      -------------
Publishing & Printing (1.11%)
American Media Inc.                                                        1,200            7,500
Banta Corp.                                                                2,000           66,250
Cadmus Communications                                                      1,600           29,100
Central Newspapers, Inc.--Class "A"                                          400           10,400
Devon Group, Inc.                                                          1,500           40,125
Gannett Company, Inc.                                                     11,400          599,925
Graphic Industries, Inc.                                                     600            5,813
International Imaging Materials, Inc.                                        600       $   15,975
Lee Enterprises, Inc.                                                        800           28,700
Meredith Corp.                                                             1,000           25,000
Playboy Enterprises, Inc.                                                    600            4,875
Pulitzer Publishing Co.                                                      500           20,188
Scholastic Corp.                                                             300           16,800
Tribune Co.                                                                  800           47,300
                                                                                      -------------
                                                                                          917,951
                                                                                      -------------
Real Estate Investment
 Trusts (0.01%)
Smith (Charles E.) Residential Realty Co.                                    500           11,375
                                                                                      -------------
Retail (2.97%)
Albertson's Inc.                                                          23,000          727,375
Arbor Drugs, Inc.                                                            400           10,200
Blair Corp.                                                                  200            6,925
Casey's General Stores, Inc.                                               1,200           20,550
Cash America International, Inc.                                           2,100           16,013
Circuit City Stores, Inc.                                                  1,600           41,400
Dayton Hudson Corp.                                                        1,900          127,538
Dollar General Corp.                                                       1,800           41,850
General Nutrition Companies, Inc.                                          1,400           34,825
Hanover Direct, Inc.                                                       2,100            4,988
Hills Stores Co.                                                             800           16,100
</TABLE>

See Notes to Portfolio of Investments.

76  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

The Aetna Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Mac Frugal's Bargain Close-Outs, Inc.                                      2,600       $   38,350
Medicine Shoppe International, Inc.                                          200            6,400
Nautica Enterprises, Inc.                                                  1,000           27,875
Neiman Marcus Group, Inc.                                                  4,100           59,963
Nike, Inc.                                                                 1,000           76,625
Office Depot, Inc.                                                         4,600          104,650
Oshkosh B'Gosh, Inc.                                                         100            1,625
Rex Stores Corp.                                                           1,300           17,713
Rhodes, Inc.                                                               2,100           20,738
Rite Aid Corp.                                                            18,600          432,450
Sears, Roebuck & Co.                                                       5,300          287,525
Staples, Inc.                                                              2,600           62,238
Strawbridge & Clothier                                                       300            5,925
Waban Inc.                                                                 2,100           34,913
Wal-Mart Stores, Inc.                                                      9,000          213,750
Weis Markets, Inc.                                                           300            7,838
                                                                                      -------------
                                                                                        2,446,342
                                                                                      -------------
Telecommunications (2.05%)
Ameritech Corp.                                                           18,000          810,000
AT&T Corp.                                                                 9,500          482,125
Computer Associates International, Inc.                                    5,400          347,625
Equifax, Inc.                                                              1,500           48,563
                                                                                      -------------
                                                                                        1,688,313
                                                                                      -------------
Transportation (0.40%)
Arnold Industries, Inc.                                                      800       $   14,300
Conrail Inc.                                                               2,000          109,250
Expeditors International of Washington, Inc.                                 300            6,825
Florida East Coast Railway Co.                                               100            7,175
Harper Group, Inc.                                                           400            7,650
Intertrans Corp.                                                             900           19,294
Kirby Corp.                                                                  500            6,875
Landstar Systems, Inc.                                                     2,900           83,738
M.S. Carriers, Inc.                                                          700           16,800
Rural/Metro Corp.                                                          1,000           18,500
Swift Transportation Co., Inc.                                               400            6,250
Xtra Corp.                                                                   700           33,775
                                                                                      -------------
                                                                                          330,432
                                                                                      -------------
Wholesale (0.13%)
Fusion Systems Corp.                                                       2,000           62,750
Cardinal Health Inc.                                                       1,000           46,125
                                                                                      -------------
                                                                                          108,875
                                                                                      -------------
Utilities - Electric (1.89%)
Central Hudson Gas & Electric                                              2,000           51,750
DQE, Inc.                                                                  1,000           33,750
Peco Energy Co.                                                            4,800          123,600
Rochester Gas & Electric Corp.                                             1,500           30,938
Scecorp                                                                   32,700          547,725
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  77

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

The Aetna Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                         <C>       <C>
Unicom Corp.                                                                15,800    $   414,750
Union Electric Co.                                                          10,000        356,250
                                                                                      -------------
                                                                                        1,558,763
                                                                                      -------------
Utilities - Telephone (2.32%)
Bell Atlantic                                                                9,400        515,825
Bellsouth Corp.                                                              5,000        306,250
C-TEC Corp.                                                                    200          4,250
Citizens Utilities Co.                                                       2,500         30,625
GTE Corp.                                                                    3,700        126,203
Pacific Telesis Group                                                        2,400         74,100
Southern New England Telecommunications, Corp.                               1,400         46,375
Sprint Corp.                                                                23,000        759,000
Tellabs, Inc.                                                                  700         48,300
Transaction Network Services, Inc.                                             300          4,238
                                                                                      -------------
                                                                                        1,915,166
                                                                                      -------------
Total Common Stocks (cost $45,428,533)                                                $51,037,178
                                                                                      -------------
Preferred Stocks (1.10%)
Aerospace & Defense (0.95%)
Kaman Corp 6.5%, Series 2                                                   14,818        785,354
                                                                                      -------------
Banking (0.15%)
Citicorp, PERCS                                                              6,300        126,000
                                                                                      -------------
Total Preferred Stocks (cost $783,684)                                                $   911,354
                                                                                      -------------
                                                                        Principal        Market
                                                                          Amount         Value
                                                                         ----------   -------------
Long Term Bonds & Notes (35.28%)
U. S. Government & Agency Obligations (16.98%)
Agency Mortgage-Backed Securities (5.02%)
FNMA 1991-3 Z Tranche, 8.50%, 01/25/21                                  $3,153,251    $ 3,212,406
FNMA 92 114A, PO, Zero Coupon, 06/25/22                                  1,146,441        931,483
                                                                                      -------------
                                                                                        4,143,889
                                                                                      -------------
U.S. Government Obligations (11.96%)
U.S. Treasury Bond, 7.625%, 02/15/25                                     1,750,000      1,811,250
U.S. Treasury Bond, 6.25%, 08/31/96                                      3,700,000      3,689,592
U.S. Treasury Bond, 7.50%, 01/31/97                                      4,300,000      4,364,500
                                                                                      -------------
                                                                                        9,865,342
                                                                                      -------------
U.S. Government & Agency Obligations (cost $14,153,345)                               $14,009,231
                                                                                      -------------
Domestic Corporate & Convertible Bonds and Notes (11.39%)
Electric Utilities (0.91%)
CMS Energy, Zero Coupon, 10/01/99                                          750,000        747,207
                                                                                      -------------
Financial Services (4.23%)
Auburn Hills Trust, 12.00%, 05/01/20                                       850,000      1,169,599
Commercial Credit Corp., 8.70%, 06/15/09                                 1,000,000      1,113,464
</TABLE>

See Notes to Portfolio of Investments. 

78  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

The Aetna Fund

<TABLE>
<CAPTION>
                                                                        Principal        Market
                                                                          Amount          Value
                                                                         ----------   -------------
<S>                                                                     <C>           <C>
General Motors Accept. Corp., MTN., 6.15%, 01/16/01                     $1,300,000    $ 1,209,369
                                                                                      -------------
                                                                                        3,492,432
                                                                                      -------------
Industrial (5.32%)
American General Corp., 8.45%, 10/15/09                                  1,000,000      1,092,143
Beazer Homes USA 9.00%, 03/01/04                                           300,000        252,750
Kaman Corp., 6.00%, 03/15/12                                               499,000        386,725
News American Holdings, 8.50%, 02/23/25                                    700,000        720,882
Textron Financial Corp., 6.540%, 11/24/95                                1,000,000      1,000,000
Viacom, 8.00%, 07/07/06                                                  1,000,000        933,750
                                                                                      -------------
                                                                                        4,386,250
                                                                                      -------------
Paper and Containers (0.93%)
Stone Container Corp., 9.875%, 02/01/01                                    770,000        769,038
                                                                                      -------------
Domestic Corporate & Convertible Bonds and Notes (cost $9,250,490)                    $ 9,394,927
                                                                                      -------------
Foreign & Supranational Obligations and Non-Agency Mortgage-Backed Securities (6.91%)
Foreign & Supranational Obligations (5.69%)
African Development Bank, 8.80%, 09/01/19                               $1,000,000    $ 1,111,610
Argentina FRB, 03/31/05                                                  1,800,000      1,071,000
Argentina Pars Var, 4.25%, 03/31/23                                        630,000        281,925
Banco Nacuibak de Comercio Exterior, S.N.C., 7.25%, 02/02/04               600,000        409,297
South Africa Global Bond, 9.625%, 12/15/99                                 500,000        498,533
Swire Pacific Ltd., 8.50%, 09/29/04                                      1,000,000        995,000
Transport de Gas Del Sur, 7.75%, 12/23/98                                  400,000        327,000
                                                                                      -------------
                                                                                        4,694,365
                                                                                      -------------
Non-Agency Mortgage-Backed Securities--1.22%
Resolution Trust Corp. 1991 17B6, 8.20%, 09/25/21                        1,000,000      1,005,913
                                                                                      -------------
Total Foreign & Supranational Obligations and Non-Agency Mortgage-Backed
 Securities (cost $5,440,869)                                                         $ 5,700,278
                                                                                      -------------
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  79

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

The Aetna Fund

<TABLE>
<CAPTION>
                                                                        Principal        Market
                                                                          Amount          Value
                                                                         ----------   -------------
<S>                                                                     <C>           <C>
Total Long Term Bonds and Notes (cost $28,844,704)                                    $29,104,436
                                                                                      -------------
Short-Term Investments (4.77%)
Baxter International, Inc., 6.05%, 05/01/95                             $3,219,000      3,219,000
PECO Energy Corp., 6.05%, 05/01/95                                         515,000        515,000
U.S. Treasury Note, 4.25%, 07/31/95                                        200,000        199,188
                                                                                      -------------
Total Short-Term Investments (cost $4,448,000)                                          3,933,188
                                                                                      -------------
Total Investments (cost $79,504,921)                                                  -------------
                                                                                      $84,986,156
                                                                                      -------------
</TABLE>

Notes to Portfolio of Investments

+Non-income producing security.

(a) The cost of investments for income tax purposes is identical. Unrealized
    gains and losses, based on identified tax cost at April 30, 1995 are as
    follows:

<TABLE>
<CAPTION>
<S>                       <C>
 Unrealized gains         $6,375,712
Unrealized losses           (894,478)
                          -----------
Net unrealized gains      $5,481,234
                          ===========
</TABLE>

Category percentages are based on net assets.

Call Options

                  No. of      Unit Value   Exercise  Expiration    Market
                 Contracts   Per Contract    Price      Date       Value
                 ---------   ------------   -------   ---------   --------
Argentine FRB       1.8       $1,000,000      $55     05/22/95    $130,000

See Notes to Portfolio of Investments. 

80  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Common Stocks (97.67%)
Aerospace & Defense (1.50%)
Kaman Corporation Class "A"                                                2,700       $   33,413
Lockheed Martin Corp.                                                     18,600        1,074,150
McDonnell Douglas Corp.                                                   57,400        3,558,800
Precision Castparts Corp.                                                    300            8,250
Rohr Inc.                                                                    300            3,225
Smiths Industries Plc                                                      9,900           77,271
Watkins-Johnson Company                                                    4,000          158,500
                                                                                      -------------
                                                                                        4,913,609
                                                                                      -------------
Air Transportation (1.05%)
AMR Corp.                                                                 20,500        1,381,188
Pittston Service Group                                                    87,000        2,066,250
                                                                                      -------------
                                                                                        3,447,438
                                                                                      -------------
Autos & Auto Equipment (2.25%)
Borg-Warner Automotive, Inc.                                               6,500          167,375
Breed Technologies, Inc.                                                   7,500          150,938
Detroit Diesel Corp.                                                         200            4,650
Eaton Corp.                                                               18,000        1,032,750
Echlin, Inc.                                                               4,900          178,850
Ford Motor Co.                                                            74,600        2,014,200
Kaydon Corp.                                                               1,900           52,250
Masland Corp.                                                              4,400           59,950
Smith (A.O.) Corp.                                                         2,700           64,463
SPX Corp.                                                                    600       $    8,175
Standard Motor Products, Inc.                                                100            1,950
TRW Inc.                                                                  48,500        3,607,188
                                                                                      -------------
                                                                                        7,342,739
                                                                                      -------------
Banks (4.71%)
AMMB Bhd                                                                   4,000           39,527
Associated Banc-Corp.                                                        500           18,375
Bank of Boston Corp.                                                      16,600          556,100
Bankamerica Corp.                                                         40,000        1,980,000
Bankatlantic Bancorp, Inc.                                                   800           12,300
Barnett Banks, Inc.                                                       26,400        1,234,200
Baybanks, Inc.                                                             3,200          199,600
CCB Financial Corp.                                                          500           20,813
Centura Banks, Inc.                                                        1,100           28,463
Charter One Financial                                                      2,000           45,875
Chemical Banking Corp.                                                    74,600        3,114,550
Citicorp                                                                  43,000        1,994,125
City National Corp.                                                        5,000           50,625
CNB Bancshares, Inc.                                                         400           11,900
Commerce Asset Holdings                                                   10,000           43,739
Commerce Bancorp, Inc.                                                     1,400           23,888
Corestates Financial Corp.                                                17,500          570,938
Cullen/Frost Bankers Inc.                                                    900           33,300
FFY Financial Corp.                                                        1,700           30,600
First American Corp. (Tenn.)                                               2,400           83,100
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  81

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
First Commercial Corp.                                                       400      $    10,000
First Commonwealth Financial Corp.                                         1,100           16,775
First Financial Corp. (Wis.)                                                 800           12,650
First Interstate Bancorp                                                  36,200        2,782,875
Firstier Financial, Inc.                                                     300           10,088
Hawkeye Bancorporation                                                       500           11,313
Hibernia Corp.
 Class "A"                                                                 6,500           52,000
HSBC Holdings Plc                                                          8,600           99,025
JSB Financial, Inc.                                                        2,100           62,738
Loyola Capital Corp.                                                         300            8,550
MAF Bancorp, Inc.                                                            400            9,400
Mellon Bank Corp.                                                         38,900        1,526,825
National Commerce Bancorporation                                             400            9,900
New York Bancorp., Inc.                                                      600           11,325
North Fork Bancorp.                                                        1,100           19,250
N.S. Bancorp, Inc.                                                           100            2,956
Queens County Bancorp, Inc.                                                1,600           49,000
Reliance Bancorp                                                           1,600           20,200
Security Capital Corp.                                                     2,000           94,500
Silicon Valley Bancshares                                                    500            7,875
Standard Financial, Inc.                                                     900           11,025
Star Banc Corp.                                                            2,100           87,675
St. Francis Capital Corp.                                                    600      $    11,250
Summit Bancorporation                                                      2,400           46,350
Susquehanna Bancshares, Inc.                                                 400            9,125
TCF Financial Corp.                                                        5,500          235,813
The Boston Bancorp                                                         1,800           69,975
Trustmark Corp.                                                              600           10,050
Valley National Bancorp                                                      945           23,625
                                                                                      -------------
                                                                                       15,414,151
                                                                                      -------------
Building Materials & Construction (0.83%)
American Buildings Company                                                 2,000           37,125
Armstrong World Industries, Inc.                                          26,900        1,223,950
Butler Manufacturing Company                                                 400           15,900
Carlisle Cos., Inc.                                                          600           22,575
Champion Enterprises, Inc.                                                 2,200           66,000
Granite Construction Inc.                                                  1,500           30,281
Hong Leong Industries Bhd                                                  7,000           37,138
Hume Industries- Malaysia                                                  8,000           31,913
Metra Oy 'B'                                                                 700           28,447
Modine Manufacturing Co.                                                   1,700           57,800
National Steel Corp.                                                      11,100          141,525
NCI Building Systems, Inc.                                                   900           16,088
</TABLE>

See Notes to Portfolio of Investments. 

82  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Radex-Heraklith Industrial AG                                              1,000       $   30,949
Redman Industries, Inc.                                                    3,800           74,575
Security Capital Industrial Trust                                          9,100          142,188
Skyline Corp.                                                                800           14,200
Stone & Webster, Inc.                                                        800           23,800
Strabag Oesterreich AG                                                       300           45,961
Texas Industries, Inc.                                                     1,800           67,725
Tredegar Industries, Inc.                                                    900           20,475
UNR Industries, Inc.                                                       1,500            8,953
VA Technologie AG                                                            700           77,445
Vulcan Materials Co.                                                       1,300           75,400
Webb (Del E.) Corp.                                                       10,600          202,725
WHX Corp.                                                                 12,300          132,225
Wienerberger Baustoffind                                                     100           33,623
Wing Tai Holdings                                                         36,000           60,969
                                                                                      -------------
                                                                                        2,719,955
                                                                                      -------------
Chemicals (2.47%)
ARCO Chemical Co.                                                          1,800           83,700
Cabot Corp.                                                                6,800          266,900
Chemed Corp.                                                               1,500           46,125
Cytec Industries+                                                          2,400           87,300
du Pont (E.I.) de Nemours & Co.                                           12,900          849,788
Dyno Industrier AS                                                         1,300           34,474
Eastman Chemical Co.                                                       5,700          323,475
First Mississippi Corp.                                                    8,500       $  212,500
Fuji Photo Film Ord                                                        3,000           73,554
Fuller (H.B.) Co.                                                            300           11,363
IMC Global, Inc.                                                           3,700          181,763
Loctite Corp.                                                              1,100           54,725
Lyondell Petrochemical Co.                                                11,200          278,600
Morton International, Inc.                                                82,700        2,563,700
Norsk Hydro AS                                                             4,100          167,044
Olin Corp.                                                                 4,700          262,613
OM Group, Inc.                                                             2,200           52,525
PPG Industries, Inc.                                                      21,300          838,688
Sekisui Chemical Co.                                                       5,000           62,485
Sterling Chemicals, Inc.                                                  10,400          130,000
The Geon Gompany                                                           9,900          267,300
Union Carbide Corp.                                                       26,100          835,200
Vigoro Corp.                                                               6,000          239,250
Wellman, Inc.                                                              5,900          159,300
                                                                                      -------------
                                                                                        8,082,372
                                                                                      -------------
Commercial Services (0.90%)
Actava Group, Inc.                                                         1,300           12,025
Allwaste, Inc.+                                                            2,900           17,400
California Water Service Co.                                                 400           12,750
Devry, Inc.                                                                3,200          121,200
Flightsafety International, Inc.                                           1,000           49,250
Flughafen Wien AG                                                            800           35,700
Franklin Quest Co.+                                                        4,100          136,325
GRC International Inc.                                                     2,100           30,450
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  83

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Health Management Systems, Inc.                                              150      $     3,488
Inchcape Plc                                                              22,400          114,994
Interim Services, Inc.                                                       500           14,406
Ionics, Inc.                                                               2,000           56,000
Jacobs Engineering Group Inc.+                                             2,300           45,425
Kelly Services Inc. Class "A" +                                              100            3,400
Kindercare Learning Centers, Inc.                                          4,500           60,750
Manpower Inc.                                                                400           13,350
Olsten Corp.                                                               7,500          255,938
Orkla A/S Class "A"                                                        3,000          111,279
Paychex, Inc.                                                                300           14,306
Robert Half International Inc.                                             7,400          195,175
Rollins Inc.                                                                 800           22,500
Royal PTT NV                                                               2,700           94,281
Security Capital Pacific Trust                                            15,700          274,750
Service Corp. International                                               36,300        1,025,475
Stewart Enterprises, Inc.                                                  3,100           86,025
True North Communications, Inc.                                            2,000           38,000
Welsh Water Plc                                                            6,400           63,754
Western Waste Industries                                                   2,100           38,850
                                                                                      -------------
                                                                                        2,947,246
                                                                                      -------------
Computer & Office Equipment (5.30%)
Adaptec, Inc.                                                              4,200      $   134,925
Ceridian Corp.                                                           116,800        4,029,600
Champion Industries, Inc.                                                    600           12,525
Dell Computer Corp.                                                        6,000          328,125
Ennis Business Forms, Inc.                                                   100            1,338
Fair Isaac & Company, Inc.                                                   200            9,400
Gartner Group, Inc.+                                                       1,700           70,444
Gateway 2000, Inc.+                                                        6,200          117,413
HBO and Co.                                                                  300           13,650
In Focus Systems, Inc.                                                     5,100          136,425
International Business Machines Corp.                                    100,300        9,503,425
OPTI, Inc.+                                                                7,700          116,463
Planar Systems, Inc.+                                                      6,900          134,550
Read-Rite Corp.                                                           13,900          296,244
Standard Register Co.                                                        400            7,250
Sterling Software, Inc.                                                    7,700          261,800
Stratus Computer, Inc.                                                       300            8,925
Sun Microsystems, Inc.                                                    24,500          973,875
Telxon Corp.                                                               1,000           16,000
United Stationers, Inc.                                                       44              759
Xerox Corp.                                                                9,300        1,145,063
                                                                                      -------------
                                                                                       17,318,199
                                                                                      -------------
Computer Software (0.88%)
Adobe Systems, Inc.                                                        3,200          186,000
American Management Systems, Inc.+                                         6,100          128,100
Autodesk, Inc.                                                            38,600        1,317,225
</TABLE>

See Notes to Portfolio of Investments

84  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Boole & Babbage, Inc.                                                        500       $   14,500
CACI International, Inc.                                                     300            3,038
Cadence Design Systems, Inc.                                               7,400          238,650
Continum, Inc.                                                             1,700           56,100
Exabyte Corp.                                                             12,400          155,000
Informix Corp.                                                             7,600          298,775
Kronos, Inc.                                                               1,500           45,188
National Data Corp.                                                          900           16,763
Peoplesoft, Inc.+                                                            300           15,450
Policy Management Systems Corp.+                                             100            5,038
Reynolds & Reynolds Co. Class "A"                                          4,000          106,000
Sungard Data Systems Inc.+                                                 6,000          278,250
                                                                                      -------------
                                                                                        2,864,077
                                                                                      -------------
Consumer Products (1.20%)
Chic By HIS Inc.+                                                          1,400           14,875
Cobra Golf, Inc.                                                           4,700          101,638
Consolidated Papers Inc.                                                   5,400          264,600
Dial Corp.                                                                26,200          632,075
Ekco Group, Inc.                                                             100              588
Fieldcrest Cannon, Inc.+                                                   4,100           90,713
First Brands Corp.                                                         9,300          358,050
Gencorp Inc.                                                               4,500           56,813
Guilford Mills, Inc.                                                         200            4,950
Huffy Corp.                                                                1,800           26,100
Libbey Inc.                                                                1,700           32,938
Natures Sunshine Products, Inc.                                            1,340       $   17,253
Oneida Ltd.                                                                  600            9,000
Procter & Gamble Co.                                                      21,300        1,488,338
Reckitt & Coleman Plc                                                     10,200          105,219
Springs Industries, Inc. Class "A"                                         1,400           54,425
Unifi, Inc.                                                                3,400           85,425
Valspar Corp.                                                              2,400           84,900
VF Corp.                                                                  10,000          505,000
                                                                                      -------------
                                                                                        3,932,900
                                                                                      -------------
Diversified (3.02%)
Applied Power, Inc.                                                        1,300           34,288
Astec Industries, Inc.+                                                    1,600           18,000
Bic Corp.                                                                  1,000           33,875
Blount Inc. Class "A"                                                        300           13,388
Brascan Ltd. 'A'                                                           1,400           18,776
Brau-Union Goess- Reining. AG                                                600           38,620
Cyrk International, Inc.                                                   2,800           40,250
Dover Corp.                                                               42,100        2,736,500
Eastern Enterprises                                                        7,000          209,125
Elkjop                                                                     2,000           35,358
Griffon Corp.                                                              5,800           44,950
Hagemeyer N.V.                                                               500           43,245
Harrisons & Crosfield Plc                                                 39,200           97,781
Harsco Corp.                                                               3,000          142,875
Helix Technology Corp.                                                     1,200           39,000
Insilco Corp.                                                                800           21,700
ITT Corp.                                                                 35,000        3,657,500
Katy Industries                                                              800            7,300
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  85

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Kulicke & Soffa Industries, Inc.                                           5,000       $  212,188
Loews Corp.                                                                1,900          193,563
Lonrho Plc                                                                41,300          109,666
Lydall, Inc.                                                                 400           14,800
Oasis Residential Inc.                                                    11,600          253,750
Pentair, Inc.                                                              2,400          110,100
Plantronics Inc.                                                             700           19,075
Santa Anita Realty Enterprises, Inc.                                         600            9,825
Spieker Properties, Inc.                                                   4,300           83,850
SPS Technologies, Inc.+                                                      400           12,650
Standex International Corp.                                                1,100           34,513
Summit Properties Inc.                                                     2,100           34,913
Textron Inc.                                                              26,200        1,493,400
Valmet Corp. Class "A"                                                     1,000           22,716
Varlen Corp.                                                                 600           13,950
Westmont Bhd                                                               7,000           30,334
                                                                                      -------------
                                                                                        9,881,824
                                                                                      -------------
Electric Utilities (4.54%)
Allegheny Power System, Inc.                                               4,000           94,000
Aquarion Company                                                             800           17,700
Baltimore Gas & Electric                                                  13,900          328,388
Boston Edison Co.                                                          5,200          124,150
California Energy Co.                                                      1,700           28,263
Central Hudson Gas & Electric                                              3,300           85,388
Central Maine Power Co.                                                   10,200       $  113,475
CILCORP, Inc.                                                              1,900           69,113
CMS Energy Corp.                                                           5,800          135,575
Commonwealth Energy System Co.                                               800           32,800
DPL Inc.                                                                   6,700          139,863
DQE, Inc.                                                                  5,500          185,625
Evn-Energie-Versorgung                                                       300           39,360
Florida Progress Corp.                                                     1,800           54,900
General Public Utilities Corp.                                             6,500          185,250
Green Mountain Power Corp.                                                   800           20,500
Hokkaido Electric Power                                                    3,000           81,409
IES Industries, Inc.                                                       2,500           51,875
Illinova Corp.                                                            10,500          244,125
Kansas City Power & Light Co.                                              2,100           47,775
LG&E Corp.                                                                 1,100           42,488
MDU Resources Group, Inc.                                                  1,500           41,438
Midwest Resources, Inc.                                                    1,900           27,075
Montana Power Co.                                                          2,900           67,063
National Power Plc--Adr                                                    5,350           60,856
New York State Electric & Gas Corp.                                        6,100          133,438
Nipsco Industries, Inc.                                                    7,800          251,550
Northern States Power Co. (Minn.)                                         12,000          531,000
Oesterreichisch Elektriz                                                   1,300           85,948
Ohio Edison Company                                                      136,000        2,737,000
</TABLE>

See Notes to Portfolio of Investments.

86  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Oklahoma Gas and Electric                                                  3,200      $   110,000
Orange and Rockland Utilities, Inc.                                        2,600           82,550
Otter Tail Power Co.                                                         500           16,625
Peco Energy Co.                                                           30,300          780,225
Pinnacle West Capital Corp.                                               11,200          240,800
Portland General Corp.                                                     6,900          143,175
Powergen Plc                                                               5,350           68,213
Public Service Co. Of New Mexico                                          18,300          233,325
Rochester Gas & Electric Corp.                                             3,700           76,313
Scecorp                                                                  229,000        3,835,750
Sierra Pacific Resources                                                   3,300           68,888
Siliconix Inc.                                                               200            2,725
Southwestern Public Service Company                                          700           19,950
Tenaga Nasional Bhd                                                        9,000           40,094
Three-Five Systems, Inc.                                                   1,600           38,800
TNP Enterprises, Inc.                                                        700           11,113
Transalta Corp.                                                            3,100           31,893
Unicom Corp.                                                              83,400        2,189,250
Union Electric Co.                                                         7,300          260,063
United Illuminating Co.                                                    2,000           64,250
Western Resources, Inc.                                                    2,100           63,788
Wisconsin Energy Corp.                                                    11,400          316,350
WPS Resources Corp.                                                        2,700           77,963
                                                                                      -------------
                                                                                       14,829,493
                                                                                      -------------
Electrical Equipment (7.21%)
3Com Corp.+                                                                3,300      $   184,594
AMETEK, Inc.                                                               4,600           74,750
AMP Inc.                                                                  33,600        1,436,400
Avnet, Inc.                                                                4,600          204,700
Belden Inc.                                                                2,700           60,750
Burr-Brown Corp.                                                           2,400           61,200
Cellstar Corp.                                                             6,500          125,125
Diebold, Inc.                                                                300           12,450
Dionex Corporation                                                           500           20,938
Emerson Electric Co.                                                      49,300        3,315,425
First Alert, Inc.                                                          8,400          102,375
General Electric Co.                                                     123,900        6,938,400
Grainger, (W.W.), Inc.                                                     6,100          369,050
Harman International Industries                                            2,800          102,200
Hitachi Ltd. (Hit. Seisakusho)                                             7,000           71,233
International Rectifier Corp.                                              8,900          225,838
Itel Corp                                                                  2,300           82,800
Kemet Corp.                                                                3,500          136,938
Linear Technology Corp.                                                      400           23,750
Littlefuse, Inc.                                                             800           27,000
Marshall Industries                                                          400           11,050
Microchip Technology Corp.                                                19,700          550,369
Mitsubishi Electric Corp.                                                  8,000           56,748
Molex, Inc.                                                                1,300           49,400
Park Electrochemical Corp.                                                 1,200           45,000
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  87

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Parker-Hannifin Corp.                                                     51,000      $ 2,652,000
Pittway Corp. Class "A"                                                    1,100           48,538
Sunstrand Corp.                                                            1,600           88,800
Tektronix, Inc.                                                           83,400        3,794,700
Telco Systems, Inc.                                                        3,300           40,013
Teleflex Inc.                                                                800           33,100
Teradyne, Inc.                                                             5,000          253,125
Texas Instruments, Inc.                                                   22,300        2,363,800
Valmont Industries                                                           700           14,875
                                                                                      -------------
                                                                                       23,577,434
                                                                                      -------------
Electronics (2.00%)
Alcatel STK AS                                                               600           28,930
Allen Group Inc.                                                           3,000           67,875
Austria Mikro Systeme International+                                         300           29,859
Bell Industries, Inc.                                                      1,100           22,138
Best Power Technology, Inc.                                                1,000           12,625
CTS Corp.                                                                    500           16,563
Dynatech Corp.                                                             3,200           55,200
Esterline Technology+                                                      1,800           30,375
Glenayre Technologies, Inc.                                                3,300          202,538
Input/Output Inc.                                                          3,700          125,338
Intel Corp.                                                               18,000        1,843,875
Kyocera Corp.                                                              1,000           77,363
Logicon Inc.                                                               1,600           59,200
Loral Corp.                                                               12,000          564,000
Matsushita Electric Industrial Co. Ltd.                                    4,000      $    67,127
Maxim Integrated Products, Inc.                                            3,500          127,750
Micron Technology Inc.                                                     3,300          271,425
Motorola, Inc.                                                             8,300          472,063
MTS Systems Corp.                                                            300            7,388
Nintendo Corp. Ltd.+                                                       1,000           64,151
Philips Electronics N.V.                                                   2,800          106,990
Pioneer Standard Electronics, Inc.                                           700           13,825
Rohm Company                                                               3,000          138,896
Seagate Technology, Inc.                                                   3,700          117,938
Sensormatic Electronics Corp.                                              7,500          223,125
Tandy Corp.                                                               27,000        1,336,500
Tencor Instruments                                                         3,500          237,563
Tracor Inc.                                                                3,500           45,281
Unitrode Corp.                                                             1,600           33,200
Varian Associates, Inc.                                                    2,300          105,800
Venture Manufacturing Ltd.                                                11,000           26,207
                                                                                      -------------
                                                                                        6,531,108
                                                                                      -------------
Environmental Control (0.41%)
Browning-Ferris Industries, Inc.                                          40,100        1,323,300
Groundwater Technology, Inc.+                                              1,500           19,500
                                                                                      -------------
                                                                                        1,342,800
                                                                                      -------------
</TABLE>

See Notes to Portfolio of Investments.

88  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Financial Services (3.52%)
Abbey National Plc                                                        11,900       $   89,051
ABN-Amro Holdings NV                                                       1,200           46,240
Advanta Corporation                                                        1,200           41,400
ALBANK Financial Corp.                                                     1,600           41,200
America General Corp.                                                    117,900        3,890,700
Astoria Financial Corp.+                                                   2,500           85,156
AT&T Capital Corp.                                                           700           18,725
Bank of Montreal                                                           2,200           44,863
Bank of New York Co., Inc.                                                13,700          450,388
Bankers Corp.                                                              3,100           50,956
Barclays Plc                                                              10,600          109,004
Bell Bancorp, Inc.                                                           500           14,000
Brooklyn Bancorp+                                                            300            9,600
Canadian Imperial Bank of Commerce                                         1,600           39,830
Cincinnati Financial Corp.                                                   400           22,300
Citizens Bancorp                                                             100            2,950
CNA Financial Corp.                                                          600           46,200
Coral Gables Fedcorp, Inc.                                                 1,600           42,000
Creditanstalt- Bankverein                                                  1,500           86,062
Dean Witter Discover & Co.                                                62,400        2,644,200
Deposit Guaranty Corp.                                                     1,000           34,625
Development Bank Of Singapore+                                             7,000       $   74,848
Duff & Phelps Corp.                                                        7,100           77,213
Federal Home Loan Mortgage Corp.                                          19,600        1,278,900
Finova Group Inc.                                                          1,200           40,500
First Bank System, Inc.                                                    4,400          178,200
First Empire State Corp.                                                     300           48,150
First Midwest Bancorp                                                        100            2,400
First Palm Beach Bancorp                                                   1,200           21,450
Fort Wayne National Corp.                                                    400           10,850
GP Financial Corp.                                                         5,900          141,231
Great Financial Corp.                                                      1,000           17,688
Home Financial Corp.                                                       4,100           51,763
Kagoshima Bank                                                             4,000           35,753
Keystone Financial, Inc.                                                     300            8,644
Leader Financial Corp.                                                       600           16,313
Leucadia National Corp.                                                    1,400           62,650
Liberty Financial Companies                                                  450           11,194
Lion Land Bhd                                                             25,000           28,856
Mark Twain Bancshares, Inc.                                                1,200           37,725
Money Store Inc. (The)                                                       500           11,781
Nippon Shinpan Co.                                                         6,000           47,560
Orient Corp.                                                              10,000           54,749
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  89

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Oversea-Chinese Banking                                                    4,000      $    43,631
Peoples Heritage Financial Group                                           3,100           43,206
Pioneer Group, Inc.                                                        5,200          132,275
Promise Co., Ltd.                                                          2,000           87,360
Rashid Hussain Bhd                                                        12,000           28,187
Raymond James Financial, Inc.                                                100            1,750
Republic Bancorp, Inc.                                                       800            9,300
River Forest Bancorp, Inc.                                                   200            7,325
Rochester Community Savings Bank                                           1,900           35,388
Royal Bank Of Canada                                                       1,700           37,322
Sanyo Shinpan Finance Co.                                                  1,000           81,766
Sparebanken Nor (Union Bank of Norway)                                     1,700           34,699
Student Loan Corp.                                                           100            2,488
Travelers Group, Inc.                                                     17,000          703,375
Union Bank                                                                   700           27,300
Unitas Bank Ltd. Class "A"                                                14,900           44,101
United Overseas Bank Ltd.                                                  3,000           31,216
Vallicorp Holdings, Inc.                                                   1,500           22,125
World Acceptance Corp.                                                       300            8,550
Yasuda Trust & Banking                                                     9,000      $    72,840
                                                                                      -------------
                                                                                       11,522,072
                                                                                      -------------
Food & Beverage (7.91%)
Anheuser Busch Co.                                                        58,000        3,371,250
Archer-Daniels- Midland Co.                                              185,400        3,383,550
Associated British Foods                                                   7,900           82,510
Bob Evans Farms, Inc.                                                      1,900           38,950
Bols Wessanen Cva                                                          1,300           27,606
Cadbury Schweppes Plc                                                     10,000           72,016
Cagle's, Inc.                                                              1,300           25,838
Campbell Soup Co.                                                         22,000        1,127,500
Coca-Cola Co. (The)                                                       87,000        5,056,875
Coca-Cola Enterprises, Inc.                                               10,600          237,175
Conagra, Inc.                                                            108,400        3,604,300
CPC International Inc.                                                    33,000        1,934,625
Cultor Oy                                                                    800           26,310
Goodmark Foods, Inc.                                                         900           14,344
Hillsdown Holdings Plc                                                    29,900           88,537
Hormel Foods Corp.                                                         7,000          191,625
Hudson Foods, Inc. Class "A"                                              11,250          194,063
Huhtamaki Group Class "I"                                                    800           25,934
IBP, Inc.                                                                  7,400          273,800
International Multifoods Corp.                                             3,500           71,750
</TABLE>

See Notes to Portfolio of Investments.

90  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Kikkoman                                                                   9,000      $    75,518
Kroger Co.                                                                23,400          596,700
Lance, Inc.                                                                1,000           17,625
Luby's Cafeterias Inc.                                                    17,100          324,900
McDonald's Corp.                                                           6,000          210,000
Michael Foods, Inc.                                                        1,600           20,200
Molson Companies Ltd.                                                      2,200           33,546
Mondavi (Robert) Corp.+                                                      800           11,500
Nash-Finch Company                                                         1,300           20,881
Oester Brau- Beteiligungs                                                    700           35,988
Richfood Holdings, Inc.                                                    2,600           51,350
Safeway, Inc.                                                              5,600          210,000
Sara Lee Corp.                                                            99,600        2,776,350
Smith's Food & Drug Centers, Inc.                                            200            4,325
Super Food Services, Inc.                                                    800            8,900
Supervalu Inc.                                                            47,000        1,239,625
Thorn Apple Valley, Inc.                                                   2,300           41,400
Tyson Foods, Inc.                                                          7,600          179,075
Unilever N.V.                                                                800          107,248
Universal Foods Corp.                                                      1,700           55,250
                                                                                      -------------
                                                                                       25,868,939
                                                                                      -------------
Gas Utilities (0.01%)
Public Service Co. of North Carolina                                         800           11,900
South Jersey Industries                                                      500      $    10,063
                                                                                      -------------
                                                                                           21,963
                                                                                      -------------
Health Services (0.01%)
Advantage Health Corp.                                                       600           16,950
Columbia/HCA Healthcare Corp.                                             54,200        2,276,400
Health Management Associates Class "A"                                     1,400           40,600
Horizon Healthcare Corp.                                                  11,200          233,800
Humana Inc.                                                               77,500        1,511,250
Invacare Corp.                                                             2,200           86,350
Lincare Holdings, Inc.+                                                    7,200          221,400
Owens & Minor, Inc.                                                        6,600           89,100
Pharmacy Management Services, Inc.+                                        1,500           23,813
Quorum Health Group, Inc.                                                  1,200           24,600
Respironics, Inc.                                                            600            8,625
Surgical Care Affiliates, Inc.                                             3,600           83,700
Universal Health Services, Inc.                                            2,600           68,575
West Co., Inc.                                                               400           11,200
                                                                                      -------------
                                                                                        4,696,363
                                                                                      -------------
Health Technology (0.13%)
Barr Laboratories, Inc.                                                      400            8,400
Cordis Corp.                                                               2,600          187,200
Isomedix, Inc.                                                               400            5,950
Kinetic Concepts, Inc.                                                       900            6,863
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  91

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Sullivan Dental Products, Inc.                                               300       $    4,125
Sybron International Corp.                                                 5,300          196,763
                                                                                      -------------
                                                                                          409,301
                                                                                      -------------
Home Furnishings & Appliances (0.04%)
Harvestry Furniture Company, Inc.                                          3,500           36,313
Juno Lighting, Inc.                                                          100            2,050
Kimball International, Inc. Class "B"                                        300            7,875
Leggett & Platt, Inc.                                                      2,200           84,700
                                                                                      -------------
                                                                                          130,938
                                                                                      -------------
Hotel & Restaurant (0.19%)
Compass Group Plc                                                         16,700           89,629
Cracker Barrel Old Country Store, Inc.                                     3,000           63,563
Hotel Properties Ltd.                                                     18,000           33,585
La Quinta Inns Inc.                                                        5,200          155,350
Marcus Corp.                                                                 400           10,650
Prime Hospitality Corp.                                                    2,500           25,000
RFS Hotel Investors, Inc.                                                  6,600           96,525
Sonic Corp.                                                                4,900          127,400
Uno Restaurant Corp.                                                       1,625           17,773
                                                                                      -------------
                                                                                          619,475
                                                                                      -------------
Insurance (3.00%)
Acceptance Insurance Companies, Inc.+                                      1,400           21,350
Aegon N.V.                                                                 1,100           85,555
AFLAC, Inc.                                                                7,500       $  309,375
Allied Group, Inc.                                                           700           20,388
Allmerica Property & Casualty Co.                                          1,100           20,900
Allstate Corp.                                                             7,000          212,625
American Travellers Corp.+                                                 1,600           32,000
AON Corp.                                                                  7,000          258,125
Argonaut Group, Inc.                                                         600           18,150
Capital American Financial Corp.                                           1,100           24,063
Cigna Corp                                                                 3,300          239,663
CMAC Investment Corp.                                                      5,900          218,300
Ea-Generali AG                                                               300           78,967
Emphesys Financial Group, Inc.                                               100            2,638
E. W. Blanch Holdings, Inc.                                                  300            5,625
Fremont General Corp.                                                      3,100           68,588
Fund American Enterprises                                                    404           29,139
Gallagher (Arthur J.) & Co.                                                1,700           58,225
General Re Corp.                                                          21,500        2,738,563
Guardian Royal Exchange                                                   23,700           71,895
HCC Insurance Holdings, Inc.                                                 300            6,825
Healthwise Of America, Inc.                                                  600           16,950
Lawyers Title Corp.                                                          600            8,700
</TABLE>

See Notes to Portfolio of Investments.

92  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Life Partners Group, Inc.                                                  2,900       $   56,550
Markel Corp.                                                                 400           20,650
Maxicare Health Plans, Inc.+                                               6,700          105,106
Mutual Assurance, Inc.                                                       400           10,600
Ohio Casualty Corp.                                                        4,800          140,700
Old Republic International                                                 3,100           79,825
Orion Capital Corp.                                                        2,200           77,275
Progressive Corp.                                                         36,200        1,366,550
Protective Life Corp.                                                      1,100           49,913
PXRE Corp.                                                                   700           17,150
Reliastar Financial Corp.                                                  3,945          141,527
Royal Insurance Holdings                                                  17,800           86,796
Security-Connecticut Corp.                                                 2,200           55,000
Selective Insurance Group                                                  1,300           38,025
St. Paul Companies, Inc.                                                  50,100        2,411,063
Transatlantic Holdings, Inc.                                               2,300          146,050
Trenwick Group, Inc.                                                         300           13,313
Uni Storebrand AS                                                         24,500           91,747
United American Healthcare Corp.                                           2,100           35,438
Unitrin, Inc.                                                              4,000          193,000
Vesta Insurance Group, Inc.                                                4,000          133,500
Zenith National Insurance                                                    300       $    6,113
                                                                                      -------------
                                                                                        9,822,500
                                                                                      -------------
Leisure & Entertainment (0.46%)
Arctco, Inc.                                                              10,200          142,800
Carmike Cinemas Class "A"                                                  2,700           60,075
Chris-Craft Industries Inc.                                                3,430          115,763
Fleetwood Enterprises, Inc.                                               22,800          524,400
Topps Co., Inc.+                                                             700            4,331
Walt Disney Co.                                                           11,600          642,350
                                                                                      -------------
                                                                                        1,489,719
                                                                                      -------------
Machinery (1.27%)
AGCO Corp                                                                  7,500          267,188
Caterpillar Inc.                                                          40,700        2,380,950
Fluor Corp.                                                               10,600          545,900
Ralston-Ralston Purina Group                                              20,000          950,000
Regal-Beloit Corp.                                                         1,600           24,400
                                                                                      -------------
                                                                                        4,168,438
                                                                                      -------------
Machinery & Equipment (0.31%)
Barnes Group, Inc.                                                           600           26,925
Clarcor, Inc.                                                              1,000           21,000
Danaher Corp.                                                              5,400          160,650
Donaldson Company, Inc.                                                    4,900          121,888
Electroglas, Inc.                                                            200            8,750
Harnischfeger Industries, Inc.                                             9,600          283,200
Indresco Inc.                                                              4,600           64,400
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  93

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Jenbacher Werke AG                                                           200       $   31,772
JLG Industries, Inc.                                                         800           16,200
Kone Corporation class "B"                                                   200           24,900
Koyo Seiko Co., Ltd.                                                       7,000           73,649
Raymond Corp. (The)                                                          525           10,631
Tecumseh Products Co. Class "A"                                            2,900          145,000
Tsukishima Kikai                                                           1,000           19,043
Watts Industries, Inc.                                                       900           20,475
                                                                                      -------------
                                                                                        1,028,483
                                                                                      -------------
Media (1.42%)
Advo, Inc.                                                                 1,900           38,238
Capital Cities/ABC, Inc.                                                  38,300        3,236,350
Clear Channel Communications, Inc.                                         1,700           95,625
Finnair Oy                                                                 2,500           19,673
Genting Bhd                                                                7,000           63,786
Granada Group Plc                                                          7,100           65,071
Heritage Media Corp. Class "A"                                             2,200           56,100
King World Productions, Inc.+                                              3,900          156,975
Magnum Corp. Bhd                                                          21,000           38,272
Media General, Inc.                                                        2,300           74,750
Park Communications, Inc.+                                                   500           15,219
Regal Cinemas, Inc.                                                        2,400           65,700
Viacom International Class "B"                                            15,800       $  724,825
                                                                                      -------------
                                                                                        4,650,584
                                                                                      -------------
Medical Services (0.05%)
Health Management, Inc.                                                    3,400           61,625
Healthcare Compare Corp.+                                                  2,400           72,300
Healthsouth Corp.+                                                         1,000           19,750
                                                                                      -------------
                                                                                          153,675
                                                                                      -------------
Medical Supplies (1.32%)
Amsco International, Inc.+                                                12,700          160,338
Baxter International, Inc.                                                   100            3,475
Becton, Dickinson & Co.                                                   66,700        3,718,525
Cardinal Health Inc.                                                       5,500          253,688
Datascope Corp.+                                                           1,900           34,675
Nellcor, Inc.                                                              3,500          145,688
Spacelabs Medical, Inc.                                                      500           12,250
                                                                                      -------------
                                                                                        4,328,639
                                                                                      -------------
Metals (1.90%)
Acme Metals, Inc.+                                                         1,500           24,656
Alcan Aluminum Ltd.                                                       36,700        1,041,230
Alumax Inc.+                                                               8,000          226,000
Asarco, Inc.                                                              14,300          389,675
Ashland Coal, Inc.                                                         1,100           30,388
Brenco, Inc.                                                               1,100           14,919
British Steel Plc                                                         32,100           87,303
Cleveland Cliffs Inc.                                                      1,100           40,288
Commercial Metals Co.                                                        900           23,850
</TABLE>

See Notes to Portfolio of Investments.

94  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Cyprus Amax Minerals Co.                                                  26,000       $  724,750
Dofasco, Inc.                                                              2,300           28,733
Elkem AS Class "A"+                                                            0           44,339
Freeport McMoRan Copper & Gold, Inc.                                       6,476          135,187
Freeport McMoRan, Inc.                                                     6,100          107,513
Handy & Harman                                                             5,000           75,000
J & L Specialty Steel, Inc.                                                1,500           27,750
Kennametal Inc.                                                           16,600          556,100
Kon. Ned. Hoogovens En                                                       700           27,019
Magma Copper Co.                                                          11,800          197,650
Material Sciences Corp.                                                      700           12,688
Minerals Technologies, Inc.                                                1,600           53,200
Noranda, Inc.                                                              2,300           40,353
Nucor Corp.                                                                9,200          441,600
Outokumpu Oy Class "A"                                                     1,600           28,640
Phelps Dodge Corp.                                                        14,100          798,413
Rautaruukki Oy                                                             5,000           39,934
Rouge Steel Co.                                                           43,900          982,263
                                                                                      -------------
                                                                                        6,199,441
                                                                                      -------------
Oil & Gas (7.86%)
Alberta Energy Co. Ltd.                                                    2,200           33,951
Amoco Corp.                                                                7,100          465,938
Box Energy Corp.-- Class "B"                                               1,200       $   10,200
Burmah Castrol Plc                                                         6,700           94,130
Castle Energy Corp.                                                          300            2,606
Conwest Exploration Co.                                                    1,100           20,209
Dekalb Energy Co.                                                          2,600           61,588
Exxon Corp.                                                              100,000        6,982,350
Falconbridge Ltd.                                                          2,200           33,951
Global Industries Ltd.                                                     2,700           69,863
Imperial Oil Ltd.                                                          1,100           39,104
Leviathan Gas Pipeline Partners L.P.                                       1,300           32,500
Mobil Corp.                                                               55,400        5,256,075
Newfield Exploration Co.                                                     900           20,700
Newpark Resources, Inc.                                                    1,100           24,338
Oneok Inc.                                                                 5,800          110,925
Panhandle Eastern Corp.                                                   80,000        1,920,000
Penn Virginia Corp.                                                          100            3,350
Petro-Canada                                                               2,900           27,438
Phoenix Resource Companies, Inc.                                           2,600           74,100
Quaker State Corp.                                                         4,900           69,825
Royal Dutch Petroleum Co.                                                 70,700        8,766,800
Saga Petroleum AS                                                          2,800           40,726
Santa Fe Pacific Pipeline Partners, L.P.                                   1,000           37,000
Shell Transport Class "A"                                                 18,600        1,325,250
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  95

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Sonat Offshore Drilling Co.                                                2,300      $    62,100
Tesoro Petroleum Corp.                                                     5,300           52,338
Texas Meridian Resources Corp.                                               200            2,450
Tide West Oil Co.                                                          1,200           12,375
Transcanada Pipelines Ltd.                                                 2,500           33,069
                                                                                      -------------
                                                                                       25,685,249
                                                                                      -------------
Oil & Gas Utilities (1.11%)
Connecticut Energy Corp.                                                     700           13,388
New Jersey Resources Corp.                                                 2,500           56,250
Northwest Natural Gas Co.                                                  1,000           30,750
OEMV AG                                                                      800           82,915
Pacific Enterprises                                                       21,000          517,125
Piedmont Natural Gas, Inc.                                                   900           18,338
Schlumberger, Ltd.                                                        42,000        2,640,750
Southern Indiana Gas & Electric Co.                                        1,200           36,300
Southwest Gas Corp.                                                        1,200           17,700
Union Texas Petroleum Holdings, Inc.                                       9,300          198,788
Westcoast Energy Inc.                                                      2,000           31,783
                                                                                      -------------
                                                                                        3,644,087
                                                                                      -------------
Oil & Gas Equipment (0.09%)
Camco International Inc.                                                   6,600          155,925
Smith International Inc.                                                   7,500      $   129,375
                                                                                      -------------
                                                                                          285,300
                                                                                      -------------
Paper & Containers (3.60%)
Abitibi-Price Inc.                                                         2,600           36,302
ACX Technologies, Inc.+                                                      400           17,400
Aptargroup, Inc.                                                             800           23,600
Avery Dennison Corp.                                                      50,500        2,051,563
Ball Corp.                                                                99,000        3,390,750
Bowater Inc.                                                               3,000          114,750
Champion International Corp.                                              22,200          976,800
Chesapeake Corp.                                                           9,600          297,600
Enso-Gutzeit Oy                                                            5,400           48,203
Gaylord Container Corp.                                                    5,700           64,125
Glatfelter (P.H.) Co.                                                      1,200           21,600
International Paper Co.                                                   50,000        3,850,000
Koninklijke KNP BHT                                                        1,000           30,207
Kymmene Oy                                                                 1,600           48,109
Leykam-Muerztaler Papier                                                     700           28,430
Longview Fibre Co.                                                         1,900           31,588
Macmillan Bloedel Ltd.                                                     2,900           37,827
Mayr-Melnhof Karton AG                                                       600           34,795
Metsa Serla Class "B"                                                      1,000           43,693
Owens-Illinois Inc.+                                                       4,900           58,188
Rayoner Inc.                                                               6,900          228,563
Repola Oy                                                                  2,900           58,381
</TABLE>

See Notes to Portfolio of Investments.

96  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Rock-Tenn Co. Class "A"                                                      900      $    15,300
Stone-Consolidated Corp.                                                   1,900           23,736
Thermo Fibertek Inc.                                                         300            5,513
Willamette Industries, Inc.                                                4,500          228,938
                                                                                      -------------
                                                                                       11,765,961
                                                                                      -------------
Personal Care (0.05%)
American Safety Razor Co.+                                                 1,500           18,375
Block Drug Co., Inc.                                                         500           18,219
DSG International Ltd.                                                     6,000          111,750
Helene Curtis Industries, Inc.                                               400           13,750
                                                                                      -------------
                                                                                          162,094
                                                                                      -------------
Pharmaceuticals (6.51%)
Allergan, Inc.                                                            32,400          878,850
A.L. Pharma, Inc.-- Class "A"                                              3,700           88,338
Bristol-Myers Squibb Co.                                                  30,800        2,005,850
Carter-Wallace, Inc.                                                       1,100           13,888
Foxmeyer Health Corp.                                                      1,600           30,400
Johnson & Johnson                                                         87,500        5,687,500
Marion Merrell Dow, Inc.                                                   7,900          188,613
Medtronic, Inc.                                                           29,700        2,208,938
Pfizer Inc.                                                               15,200        1,316,700
Rhone-Poulenc Rorer, Inc.                                                  4,500      $   188,438
Schering Plough                                                           45,800        3,452,175
Smithkline Beecham Plc                                                    96,600        3,755,325
Warner Lambert Co.                                                        16,600        1,323,850
Watson Pharmaceuticals, Inc.                                               4,800          148,800
                                                                                      -------------
                                                                                       21,287,665
                                                                                      -------------
Printing & Publishing (1.62%)
Banta Corp.                                                                6,900          228,563
Belo (A.H.) Corp.                                                          4,000          240,500
Cadmus Communications Corp.                                                  400            7,275
CCH Inc.                                                                     300            5,025
Central Newspapers, Inc. Class "A"                                         3,000           78,000
Devon Group, Inc.                                                          2,200           58,850
Gannett Company, Inc.                                                     75,900        3,994,238
International Imaging Materials                                            1,500           39,938
Lee Enterprises, Inc.                                                      1,200           43,050
Meredith Corp.                                                             2,400           60,000
Omnicom Group                                                              2,700          150,188
Pulitzer Publishing Co.                                                    1,825           73,684
Reader's Digest Association, Inc.                                            100            3,938
Scholastic Corp.                                                           3,400          190,400
Scientific Games Holdings Corp.                                            3,700           89,263
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  97

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
VNU-Verenigde Nederlands Uitger Ver Beait                                    300       $   33,615
                                                                                      -------------
                                                                                        5,296,527
                                                                                      -------------
Rails (0.24%)
Conrail Inc.                                                              14,100          770,213
                                                                                      -------------
Real Estate (1.09%)
Amli Residential Properties Trust                                          4,300           78,475
Amresco, Inc.                                                              2,100           14,963
Camden Property Trust                                                      6,000          126,000
Centerpoint Properties Corp.                                                 200            3,800
Chelsea GCA Realty, Inc.                                                   7,700          187,688
Colonial Properties Trust                                                  4,600          105,225
Crown America Realty Trust                                                10,100          126,250
Debartolo Realty Corp.                                                    19,300          267,788
Duke Realty Investments, Inc.                                             11,200          305,200
Equity Inns, Inc.                                                          6,500           73,938
Equity Residential Properties Trust                                       12,100          323,675
General Growth Properties                                                  5,100          103,275
Health Care Properties Investors, Inc.                                     6,400          193,600
Irvine Apartment Communities, Inc.                                        17,100       $  269,325
Merry Land & Investment Co., Inc.                                         19,400          366,175
MGI Properties                                                             2,800           39,550
Post Properties, Inc.                                                      9,700          287,363
Price Enterprise, Inc.                                                    23,400          274,950
Tanger Factory Outlet Centers, Inc.                                        7,100          165,963
United Dominion Realty Trust, Inc.                                        18,100          253,400
                                                                                      -------------
                                                                                        3,566,603
                                                                                      -------------
Real Estate Investment Trusts (1.02%)
Associated Estates Realty Corp.                                            2,800           55,300
Beacon Properties Corp.                                                    1,100           21,588
Burnham Pacific Properties, Inc.                                             300            3,563
CBL & Associates Properties, Inc.                                          1,200           23,400
Cousins Properties, Inc.                                                   1,900           31,825
Crescent Real Estate Equities, Inc.                                        2,200           63,250
Developers Diversified Realty Corp.                                        5,000          137,500
Essex Property Trust, Inc.                                                 1,700           27,625
Excel Realty Trust, Inc.                                                     600           11,475
Factory Stores of America, Inc.                                            4,800           94,200
</TABLE>

See Notes to Portfolio of Investments.

98  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
First Industrial Realty Trust, Inc.                                        4,600       $   80,500
Franchise Finance Corporation of America                                   5,800          114,550
Healthcare Realty Trust, Inc.                                              1,900           35,625
Highwood Properties, Inc.                                                  7,700          169,400
Kesko                                                                      2,800           28,941
Kimco Realty Corp.                                                         6,300          237,825
Kranzco Realty Trust                                                      14,500          400,925
Mills Corp.                                                                9,000          153,000
Mitsubishi Estate Co. Ltd.                                                 7,000           84,147
National Golf Properties, Inc.                                             3,500           68,250
Nationwide Health Properties, Inc.                                         3,000          108,375
Olympia Industries Bhd                                                    32,000           29,418
RPS Realty Trust                                                           1,300            5,850
Sekisui House                                                              5,000           66,056
Shurgard Storage Centers Inc. Class "A"                                    4,600          106,950
Smith (Charles E.) Residential                                             1,300           29,575
South West Property Trust                                                  7,875           93,516
Storage Equities Inc.                                                      5,600           90,300
Storage USA, Inc.                                                            600           17,175
Tan & Tan Development Bhd                                                 23,000       $   24,498
Urban Shopping Centers, Inc.                                               5,000           99,375
Vornado Realty Trust                                                       2,500           84,375
Weingarten Realty Investors                                               12,400          434,000
Wellsford Residential Property Trust                                      15,200          307,800
                                                                                      -------------
                                                                                        3,340,152
                                                                                      -------------
Retail (5.46%)
Albertson's Inc.                                                          36,100        1,141,663
Arbor Drugs, Inc.                                                          1,400           35,700
Argyll Group Plc                                                          18,500           85,148
Big B, Inc.                                                                8,200          119,925
Blair Corp.                                                                  700           24,238
Bon-Ton Stores, Inc.                                                       1,000           10,500
Bruno's, Inc.                                                              7,500           90,938
Burton Group Plc                                                          79,200           99,097
Caldor Corp.                                                                 100            1,938
Casey's General Stores, Inc.                                               2,200           37,675
Circuit City Stores, Inc.                                                 11,600          300,150
Citizen Watch Co., Ltd.                                                    8,000           57,415
Clayton Homes Inc.                                                        12,500          210,938
Dollar General Corp.                                                       1,000           23,250
Eckerd Corp.                                                               2,100           61,163
Egghead, Inc.                                                              4,800           46,200
Fabri-Centers of America                                                     600           11,100
Forschner Group Inc.                                                         700            7,613
</TABLE>

                                      Aetna Mutual Funds Semi-Annual Report  99

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Genovese Drug Stores, Inc.                                                   200      $      2,075
Giant Food, Inc. Class "A"                                                20,000           537,500
Greswig AS                                                                 1,600            22,372
Gymboree Corp.                                                             8,200           191,675
Hannaford Brothers, Co.                                                      600            15,825
Hi-Lo Automotive, Inc.                                                     2,900            24,288
Horizon Outlet Centers, Inc.                                               6,700           147,400
Hudson's Bay Co.                                                           2,000            36,743
Ito-Yokado Co. Ltd.                                                        2,000           107,831
Koninklijke Ahold N.V.                                                     1,900            65,488
Kroger Equity, Inc.                                                        1,700            12,856
Laclede Gas Co.                                                              900            16,988
Mac Frugal's Bargains                                                      3,500            51,625
Macerich Co. (The)                                                         4,500            90,563
Medicine Shoppe International, Inc.                                        2,100            67,200
Neiman Marcus Group, Inc.                                                  1,700            24,863
Nike, Inc.                                                                28,800         2,206,800
Office Depot, Inc.                                                        32,000           728,000
Oriental Holdings Bhd                                                      6,000            28,673
Oshkosh B'Gosh, Inc.                                                         100             1,625
Rex Stores Corp.                                                           2,600            35,425
Rhodes, Inc.+                                                              2,600            25,675
Rite Aid Corp.                                                           130,100      $  3,024,825
Ruddick Corp.                                                                700            14,525
Russ Berrie & Co. Inc.                                                     1,500            21,938
Sears, Roebuck & Co.                                                      34,500         1,871,625
Staples, Inc.+                                                            18,300           438,056
Stop & Shop Companies, Inc.                                                4,000           106,500
Strawbridge & Clothier                                                     1,000            19,750
Talbots, Inc.                                                              1,200            36,450
Tesco Plc                                                                 28,600           128,643
Tractor Supply Co.+                                                          100             2,144
Viking Office Products, Inc.                                               5,500           150,563
Waban Inc.                                                                12,300           204,488
Walgreen Co.                                                              75,900         3,567,300
Wal-Mart Stores, Inc.                                                     60,700         1,441,625
Zale Corp.+                                                                2,100            24,544
                                                                                      -------------
                                                                                        17,859,117
                                                                                      -------------
Specialty Consumer Durables (0.09%)
Bio-Rad Laboratories, Inc. Class "A"                                       1,900            54,863
Coats Viyella Plc                                                          7,200            23,522
Collagen Corp.                                                             2,900            55,463
Department 56, Inc.+                                                       1,200            44,400
Knape & Vogt Manufacturing Co.                                               400             6,600
Polaris Industries, Inc.                                                   1,600            72,400
Superior Surgical Manufacturing Co.                                          800             9,700
Whittacker Corp.                                                             800            16,800
                                                                                      -------------
                                                                                           283,748
                                                                                      -------------
</TABLE>

See Notes to Portfolio of Investments.

100  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Telecommunications (3.23%)
Ameritech Corp.                                                          111,300      $  5,008,500
AT&T Corp.                                                                63,100         3,202,325
Computer Associates International Inc.                                    34,500         2,220,938
Equifax, Inc.                                                              4,000           129,500
                                                                                      -------------
                                                                                        10,561,263
                                                                                      -------------
Telephone Utilities (0.17%)
Cable & Wireless Plc                                                      13,100            84,644
Citizens Utilities Co.                                                     5,500            67,375
DDI Corp.                                                                      9            79,267
Executone Information Systems, Inc.+                                       2,600             8,288
Nippon Telegraph & Telegraph Corp.                                             8            70,745
Singapore Telecomm Ltd.                                                    8,000            15,960
Southern New England Telecommunications Corp.                              2,900            96,063
Telekom Malaysia Bhd                                                       7,000            48,194
Tellabs, Inc.                                                              1,300            89,700
Transaction Network Services, Inc.                                           800            11,300
                                                                                      -------------
                                                                                           571,536
                                                                                      -------------
Transportation (0.47%)
Alaska Air Group, Inc.+                                                      600            10,275
American Medical Responses, Inc.+                                          1,300            33,313
Arnold Industries, Inc.                                                      800      $     14,300
Arkanas Best Corp.                                                           400             4,000
British Airways Plc                                                       11,800            76,054
Det Norske Luftfartselsk                                                     800            32,273
East Japan Railway Co.                                                         5            26,006
Expeditors International of Washington, Inc.                                 900            20,475
Fritz Companies, Inc.                                                      2,000           119,500
Harper Group, Inc.                                                         1,900            36,338
Illinois Central Corp.                                                     1,800            63,225
J.B. Hunt Transport Services, Inc.                                         2,800            52,500
Keppel Corporation Ltd.                                                    5,000            40,545
Kirby Corp.                                                                1,000            13,750
KLM Royal Dutch Airlines                                                     800            24,372
Kvaerner AS                                                                2,000            91,610
Laidlaw Inc. Class "B"                                                     2,900            25,573
Landstar Systems, Inc.                                                     3,700           106,838
M.S. Carriers, Inc.                                                        2,100            50,400
Overseas Shiphold                                                            800            16,000
Peninsular & Orient Steam Navigation Co.                                  14,000           130,450
Rollins Truck Leasing Co.                                                  3,000            33,000
Singapore Airlines Ltd.                                                    4,000            38,464
</TABLE>

                                     Aetna Mutual Funds Semi-Annual Report  101

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Number of        Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Swift Transportation Co., Inc.                                             2,900      $     45,313
TNT Freightways Corp.                                                      1,800            42,638
United Airlines Corp.                                                      2,000           240,000
Wilh. Wilhelmsen Ltd. AS                                                   1,000            21,858
Xtra Corp.                                                                 2,600           125,450
                                                                                      -------------
                                                                                         1,534,520
                                                                                      -------------
Utilities Natural Gas (0.37%)
Brooklyn Union Gas Co.                                                     1,600            38,800
Equitable Resources, Inc.                                                  9,200           263,350
Williams Cos., Inc.                                                       27,400           900,775
                                                                                      -------------
                                                                                         1,202,925
                                                                                      -------------
Utilities Telephone (3.45%)
BCE, Inc,                                                                 21,600           685,800
Bell Atlantic                                                             46,000         2,524,250
Bellsouth Corp.                                                           49,900         3,056,375
GTE Corp.                                                                  2,200            75,075
Pacific Telesis Group                                                      9,400           290,225
Sprint Corp.                                                             131,353         4,334,649
Telephone and Data Systems, Inc.                                           8,800           327,800
                                                                                      -------------
                                                                                        11,294,174
                                                                                      -------------
Total Common Stocks                                                                   $319,367,009
                                                                                      -------------
Preferred Stocks (0.46%)
Automobiles & Trucks (0.40%)
Ford Motor Co. $50 Par                                                    14,800         1,304,250
                                                                                      -------------
Diversified (0.01%)
Sea Containers, Ltd.                                                         800      $     34,300
                                                                                      -------------
Metals (0.01%)
Cyprus Amax Minerals Co.                                                     400            24,600
                                                                                      -------------
Electronics (0.04%)
Nokia Class "A"                                                            3,200           130,796
                                                                                      -------------
Total Preferred Stocks                                                                $  1,493,946
                                                                                      -------------
Total Common and Preferred Stocks (cost $292,134,062)                                 $320,860,955
                                                                                      -------------
</TABLE>

<TABLE>
<CAPTION>
                                                                        Principal       Market
                                                                          Amount         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Corporate Bonds & Notes (0.90%)
Commercial Services (0.04%)
Browning-Ferris Industries, Inc., 6.75%, 07/18/05                        $150,000      $143,625
                                                                                      -------------
Computer Software (0.03%)
Automatic Data Processing, Inc., Zero Coupon, 02/20/12                    200,000        87,750
                                                                                      -------------
Consumer Products (0.01%)
Fieldcrest Cannon, Inc., 6.00%, 03/15/12                                   50,000        38,500
                                                                                      -------------
Electric Utilities (0.08%)
Oryx Energy Co., 7.50%, 05/15/14                                           50,000        41,500
Potomac Electric Power Corp., 7.00%, 01/15/18                             250,000       227,813
                                                                                      -------------
                                                                                        269,313
                                                                                      -------------
</TABLE>

See Notes to Portfolio of Investments.

102  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Principal        Market
                                                                          Amount         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Electrical Equipment (0.01%)
Arrow Electric Inc., 5.75%, 10/15/02                                       15,000      $   21,019
                                                                                      -------------
Electronics (0.07%)
Motorola, Inc., Zero Coupon, 09/27/13                                    $300,000         216,750
                                                                                      -------------
Financial Services (0.06%)
Ogden Corp,. 6.00,                                                         25,000          21,750
Re Capital Corp., 5.50%, 08/01/00                                          50,000          53,813
Fremont General Corp., Zero Coupon, 10/12/13                              300,000         105,375
Old Republic International, 5.75%, 08/15/02                                15,000          15,825
                                                                                      -------------
                                                                                          196,763
                                                                                      -------------
Food & Beverage (0.05%)
Guilford Mills, 6.00%, 09/15/12                                            84,000          80,430
Kroger Co., 6.375%, 12/01/99                                               50,000          68,688
                                                                                      -------------
                                                                                          149,118
                                                                                      -------------
Hotel & Restaurant (0.01%)
Carnival Corp., 4.50%, 07/01/97                                            20,000          28,925
                                                                                      -------------
Media & Entertainment (0.05%)
Time Warner Inc., 8.75%, 01/10/15                                         150,000         150,563
                                                                                      -------------
Metals (0.02%)
Agnico-Eagle Mines Ltd., 3.50%, 01/27/04                                  100,000          79,250
                                                                                      -------------
Oil & Gas (0.25%)
Amoco Canada Petroleum Co. Ltd., 7.375%, 09/01/13                        $340,000      $  424,575
Apache Corp., 6.00%, 01/15/02                                              60,000          65,700
Baker Hughes Inc., Zero Coupon, 05/05/08                                  525,000         316,313
                                                                                      -------------
                                                                                          806,588
                                                                                      -------------
Oil & Gas Utilities (0.02%)
Consolidated Natural Gas Co., 7.25%, 12/15/15                              50,000          51,250
                                                                                      -------------
Retail (0.19%)
Costco Wholesale Inc., 5.75%, 05/15/02                                    175,000         151,156
Hechinger Co., 5.50%, 04/01/12                                            140,000          93,625
Rite Aid Corp., Zero Coupon, 07/24/06                                     800,000         377,000
                                                                                      -------------
                                                                                          621,781
                                                                                      -------------
Transportation (0.02%)
Delta Air Lines, 3.23%, 06/15/03                                           79,000          68,335
                                                                                      -------------
Total Bonds & Notes (cost $2,755,134)                                                  $2,929,530
                                                                                      -------------
</TABLE>

                                     Aetna Mutual Funds Semi-Annual Report  103

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth and Income Fund

<TABLE>
<CAPTION>
                                                                        Principal        Market
                                                                          Amount         Value
                                                                         ----------   -------------
<S>                                                                     <C>           <C>
Short Term Investments (1.75%)
Peco Energy Co., Comm. Paper, 6.05%, 05/01/95                           $5,329,000    $  5,329,000
U.S. Treasury Note, 5.125%, 03/31/96                                       150,000         148,406
U.S. Treasury Note, 4.25%, 07/31/95                                        250,000         248,984
                                                                                      -------------
Total Short-Term Investments (cost $5,726,101)                                        $  5,726,390
                                                                                      -------------
Total Investments (cost $300,615,297)                                                 -------------
                                                                                      $329,516,875
                                                                                      -------------
</TABLE>

Notes to Portfolio of Investments

(a) The cost of investments for income tax purposes amounted to $300,709,622.
    Unrealized gains and losses, based on identified tax cost at April 30,
    1995 are as follows:
<TABLE>
<CAPTION>
<S>                                     <C>
 Unrealized gains                       $31,707,904
Unrealized losses                        (2,900,651)
                                        ------------
 Net unrealized gain                    $28,807,253
                                        ------------
</TABLE>

(b) At April 30, 1995, U.S. Treasury Note 5.125%, 03/31/96, par value
    $150,000 was pledged to cover margin requirements for open futures
    contracts (See Note 1 of Notes to Financial Statements). Information
    concerning open futures contracts is shown below:

<TABLE>
<CAPTION>
                                    No. of         Face       Expiration      Unrealized
                                    Contracts     Value          Date         Gain/Loss
                                  -----------   -----------   ------------   -------------
<S>                               <C>           <C>           <C>            <C>
Toronto Stock Exchange Future         3         $ 861,124       June 95        $    257
FTSE 100 Future                       7           240,469       June 95          54,018
Tokyo Stock Price Index Future        4          (626,256)      June 95         (23,327)
                                                                             -------------
                                                                               $ 30,948
</TABLE>

+ Non-income producing security.

Category percentages are based on net assets.

See Notes to Financial Statements.

104  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth Fund

<TABLE>
<CAPTION>
                                                                         Number of       Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Common Stocks (97.92%)
Aerospace & Defense (3.51%)
Boeing Co.                                                                21,000       $1,155,000
                                                                                      -------------
Air Transportation (2.05%)
AMR Corp.+                                                                10,000          673,750
                                                                                      -------------
Autos & Auto Equipment (2.10%)
Daimler Benz Aktiengesellschaft ADR                                       15,000          691,875
                                                                                      -------------
Building Materials & Construction (3.59%)
National Gypsum Co.+                                                      24,000        1,179,000
                                                                                      -------------
Chemicals (8.35%)
Engelhard Corp.                                                           25,000          959,375
Hercules Inc.                                                             20,000          997,500
PPG Industries, Inc.                                                      20,000          787,500
                                                                                      -------------
                                                                                        2,744,375
                                                                                      -------------
Computers & Office Equipment (8.21%)
Bay Networks Inc.+                                                        20,000          726,250
Compaq Computer Corp.+                                                    30,000        1,140,000
Sun Microsystems, Inc.+                                                   21,000          834,750
                                                                                      -------------
                                                                                        2,701,000
                                                                                      -------------
Diversified (2.86%)
ITT Corp.                                                                  9,000          940,500
                                                                                      -------------
Electrical & Electronics (8.29%)
Micron Technology Inc.                                                    20,000        1,645,000
Motorola, Inc.                                                            19,000        1,080,625
                                                                                      -------------
                                                                                        2,725,625
                                                                                      -------------
Financial Services (2.98%)
Sunamerica, Inc.                                                          20,000       $  980,000
                                                                                      -------------
Insurance (5.05%)
American International Group, Inc.                                         8,000          854,000
Partnerre Holdings Ltd.                                                   35,000          807,188
                                                                                      -------------
                                                                                        1,661,188
                                                                                      -------------
Machinery (6.33%)
Caterpillar Inc.                                                          10,000          585,000
Clark Equipment Co.+                                                      17,500        1,496,250
                                                                                      -------------
                                                                                        2,081,250
                                                                                      -------------
Media & Entertainment (6.68%)
Carmike Cinemas, Inc. Class "A"+                                          30,000          667,500
CBS, Inc.                                                                 10,880          697,680
Walt Disney Company                                                       15,000          830,625
                                                                                      -------------
                                                                                        2,195,805
                                                                                      -------------
Metals & Mining (5.21%)
Aluminum Company of America                                               20,000          897,500
Nucor Corp.                                                               17,000          816,000
                                                                                      -------------
                                                                                        1,713,500
                                                                                      -------------
Oil & Gas (8.15%)
Amoco Corp.                                                               15,000          984,375
Atlantic Richfield Co.                                                     7,000          801,500
Imperial Oil Ltd.                                                         25,000          893,750
                                                                                      -------------
                                                                                        2,679,625
                                                                                      -------------
Pharmaceuticals (10.04%)
Amgen Inc.+                                                               18,000        1,308,375
Becton, Dickinson & Co.                                                   10,000          557,500
</TABLE>

See Notes to Portfolio of Investments.

                                    Aetna Mutual Funds Semi-Annual Report  105

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Growth Fund

<TABLE>
<CAPTION>
                                                                         Number of       Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                     <C>           <C>
Centocor, Inc.+                                                             50,000    $   709,375
Upjohn Co.                                                                  20,000        725,000
                                                                                      -------------
                                                                                        3,300,250
                                                                                      -------------

Retail (12.10%)
Home Depot, Inc.                                                            22,500        939,375
Nordstrom, Inc.                                                             27,000      1,034,438
Tandy Corp.                                                                 18,000        891,000
US Shoe Corp.                                                               40,000      1,115,000
                                                                                      -------------
                                                                                        3,979,813
                                                                                      -------------
Telecommunications (2.42%)
Scientific-Atlanta, Inc.                                                    35,000        796,250
                                                                                      -------------
Total Common Stocks (cost $27,098,645)                                                $32,198,806
                                                                                      -------------
                                                                           Shares          Value
                                                                         ----------   -------------
Put Options (0.08%)
S & P 500 Index Expiration Date 06/17/95                                    10,000          4,687
S & P 500 Index Expiration Date 09/16/95                                    10,000         23,125
                                                                                      -------------
Total Put Options (cost $233,100)                                                     $    27,812
                                                                                      -------------
Short-Term Investments (3.64%)
                                                                                         Market
                                                                         Principal       Value
                                                                         ----------   -------------
CCU of Michigan, 5.95%, 05/01/95                                        $1,197,000    $ 1,197,000
                                                                                      -------------
Total Short-Term Investments (cost $1,197,000)                                        $ 1,197,000
                                                                                      -------------
Total Investments (cost $28,528,745)                                                  $33,423,618
                                                                                      -------------
</TABLE>

Notes to Portfolio of Investments

+Non-income producing security.

The cost of investments for income tax purposes amounted to $29,510,946.
Unrealized gains and losses, based on identified tax cost at April 30, 1995
are as follows:

<TABLE>
<CAPTION>
<S>                       <C>
 Unrealized gains         $4,252,854
Unrealized losses           (340,182)
                          -----------
Net unrealized gain       $3,912,672
                          ===========
</TABLE>

Category percentages are based on net assets.

Call Options

                         Exercise  Expiration   Market
             Contracts     Price      Date       Value
              ---------   -------   ---------   -------
CBS, Inc.        60         $65      5/20/95    $11,438

See Notes to Financial Statements.

106  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Small Company Growth Fund

<TABLE>
<CAPTION>
                                                                         Number of       Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
 Common Stocks (95.6%)
Aerospace & Defense (1.2%)
Orbital Sciences Corp.+                                                   20,500       $  348,500
                                                                                      -------------
Autos & Auto Equipment (2.0%)
Copart, Inc.+                                                             10,000          203,750
Lear Seating Corp.+                                                       19,500          375,375
                                                                                      -------------
                                                                                          579,125
                                                                                      -------------
Banks (2.4%)
Cullen/Frost Bankers, Inc.                                                10,000          370,000
Dime Bancorp Inc.+                                                        35,000          336,875
                                                                                      -------------
                                                                                          706,875
                                                                                      -------------
Building Materials & Construction (6.6%)
Corrpro Companies, Inc.+                                                  20,000          370,000
J. Ray McDermott, S.A.+                                                   27,000          742,500
Lone Star Industries, Inc.+                                               20,000          435,000
National Gypsum Co.+                                                       8,000          393,000
                                                                                      -------------
                                                                                        1,940,500
                                                                                      -------------
Chemicals (5.2%)
NL Industries, Inc.+                                                      50,200          740,450
Vigoro Corp.                                                              20,000          797,500
                                                                                      -------------
                                                                                        1,537,950
                                                                                      -------------
Commercial Services (2.9%)
ECC International Corp.+                                                  20,000          237,500
Sotheby's Holdings, Inc. Class "A"                                        45,000          601,875
                                                                                      -------------
                                                                                          839,375
                                                                                      -------------
Computer Software (1.8%)
BTG, Inc.+                                                                30,000       $  275,625
Softkey International, Inc.+                                              10,000          246,875
                                                                                      -------------
                                                                                          522,500
                                                                                      -------------
Electrical & Electronics (11.2%)
BMC Industries, Inc.                                                      35,000          630,000
Logicon, Inc.                                                             24,000          888,000
Oak Industries, Inc.+                                                     15,000          438,750
Silicon Valley Group, Inc.+                                               30,000          873,750
Tech-Sym Corp.+                                                           18,400          464,600
                                                                                      -------------
                                                                                        3,295,100
                                                                                      -------------
Financial Services (5.0%)
Foothill Group, Inc. Class A                                              32,500          706,875
The Money Store, Inc.                                                     32,500          765,781
                                                                                      -------------
                                                                                        1,472,656
                                                                                      -------------
Food & Beverage (3.0%)
International Multifoods Corp.                                            20,000          410,000
Ralcorp Holdings, Inc.+                                                   20,000          462,500
                                                                                      -------------
                                                                                          872,500
                                                                                      -------------
Health Care Products (6.3%)
Foxmeyer Health Corp.+                                                    45,200          858,800
McKesson Corp.                                                            25,000          990,625
                                                                                      -------------
                                                                                        1,849,425
                                                                                      -------------
Health Services (1.7%)
Coram Healthcare Corp.+                                                   25,000          512,500
                                                                                      -------------
</TABLE>
See Notes to Portfolio of Investments.

                                    Aetna Mutual Funds Semi-Annual Report  107

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Small Company Growth Fund

<TABLE>
<CAPTION>
                                                                         Number of       Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Insurance (5.4%)
American Eagle group, Inc.                                                 30,000      $  281,250
Life Partners Group, Inc.                                                  20,000         390,000
Markel Corp.+                                                               6,300         325,238
Security-Connecticut Corp.                                                 23,000         575,000
                                                                                      -------------
                                                                                        1,571,488
                                                                                      -------------
Leisure & Entertainment (3.5%)
Carmike Cinemas, Inc. Class A+                                             23,500         522,875
Topps Co., Inc.+                                                           80,000         495,000
                                                                                      -------------
                                                                                        1,017,875
                                                                                      -------------
Machinery & Equipment (6.1%)
Acme-Cleveland Corp.                                                       35,700         740,775
Fedders Corp.+                                                             80,000         560,000
Millipore Corp.                                                             8,000         491,000
                                                                                      -------------
                                                                                        1,791,775
                                                                                      -------------
Metals & Mining (3.1%)
Brush Wellman, Inc.                                                        25,000         493,750
Cleveland-Cliffs, Inc.                                                     11,000         402,875
                                                                                      -------------
                                                                                          896,625
                                                                                      -------------
Oil & Gas (4.3%)
Arakis Energy Corp.+                                                       30,000         217,500
Basic Petroleum International, Ltd.+                                       10,000         137,500
Benton Oil & Gas Co.+                                                      35,000         433,125
Seitel, Inc.+                                                              15,000         480,000
                                                                                      -------------
                                                                                        1,268,125
                                                                                      -------------
Oil & Gas Utilities (0.7%)
Valero Energy Corp.                                                        10,000      $  216,250
                                                                                      -------------
Paper & Containers (4.2%)
Aptargroup, Inc.                                                           10,000         295,000
Gaylord Container Corp.+                                                   35,000         393,750
Repap Enterprises, Inc.+                                                   75,000         530,861
                                                                                      -------------
                                                                                        1,219,611
                                                                                      -------------
Personal Care (3.1%)
Alberto-Culver Company Class "B"                                           15,000         472,500
Helen Of Troy Ltd.+                                                        25,000         431,250
                                                                                      -------------
                                                                                          903,750
                                                                                      -------------
Pharmaceuticals (4.1%)
Biovail Corporation International+                                         20,000         337,500
Medeva Plc ADR                                                             30,000         487,500
Quidel Corp.+                                                             100,000         375,000
                                                                                      -------------
                                                                                        1,200,000
                                                                                      -------------
Publishing & Printing (3.2%)
Edmark Corporation+                                                        20,000         517,500
Media General, Inc. Class "A"                                              13,000         422,500
                                                                                      -------------
                                                                                          940,000
                                                                                      -------------
Retail (7.5%)
Friedman's Inc.
 Class "A"+                                                                15,000         264,375
Intelligent Electronics, Inc.                                              40,000         387,500
Medicine Shoppe International, Inc.                                        15,000         480,000
</TABLE>

See Notes to Portfolio of Investments.

108  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Small Company Growth Fund

<TABLE>
<CAPTION>
                                                                         Number of       Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                     <C>           <C>
National Presto Industries, Inc.                                             5,000    $   231,250
Wolverine World Wide, Inc.                                                  25,000        837,500
                                                                                      -------------
                                                                                        2,200,625
                                                                                      -------------
Telecommunications (1.2%)
General Cable Plc ADR+                                                      25,000        351,563
                                                                                      -------------
Total Common Stocks
 (cost $25,194,381)                                                                   $28,054,693
                                                                                      -------------

                                                                         Principal
                                                                          Amount         Value
                                                                         ----------   -------------
Short-Term Investments--3.9%
CCU Of Michigan, Comm. Paper, 5.95%, 05/01/95                           $1,132,000      1,132,000
                                                                                      -------------
Total Short-Term Investments (cost $1,132,000)                                        $ 1,132,000
                                                                                      -------------
Total Investments (cost $25,194,381)
                                                                                      $29,186,693
                                                                                      -------------
</TABLE>

Notes to Portfolio of Investments

+ Non-income producing security.

(a) The cost of investments for income tax purposes is identical. Unrealized
    gains and losses, based on identified tax cost at April 30, 1995 are as
    follows:

Unrealized gains          $4,332,494
Unrealized losses           (340,182)
                          -----------
 Net Unrealized gain      $3,992,312
                          ===========

Category percentages are based on net assets.

See Notes to Financial Statements.

                                    Aetna Mutual Funds Semi-Annual Report  109

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)
Aetna International Growth Fund
<TABLE>
<CAPTION>
                                                                         Number of       Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Common Stocks (93.3%)
Australia (3.0%)
Energy Sources (0.8%)
Broken Hill Proprietary Company Ltd.                                       30,000      $  437,283
                                                                                      -------------
Hotels & Restaurants (0.4%)
AAPC Ltd.                                                                 378,000         200,705
                                                                                      -------------
Manufacturing (0.9%)
Australian National Industries Ltd.                                       508,000         524,681
                                                                                      -------------
Metals (0.5%)
QNI Ltd.+                                                                 202,000         273,280
                                                                                      -------------
Oil & Gas Utilities (0.4%)
Australian Gas & Light Company Ltd.                                        70,000         229,115
                                                                                      -------------
Total Australia                                                                         1,665,064
                                                                                      -------------
France (10.6%)
Autos & Auto Equipment (1.1%)
PSA Peugeot SA+                                                             4,500         648,015
                                                                                      -------------
Banks (1.9%)
Banque Nationale de Paris                                                  10,800         524,261
Credit Local de France                                                      6,300         536,143
                                                                                      -------------
                                                                                        1,060,404
                                                                                      -------------
Building Materials & Construction (0.9%)
Lafarge Coppee                                                              6,300         490,078
                                                                                      -------------
Consumer Products (1.0%)
Christian Dior SA                                                           6,000         535,473
                                                                                      -------------
Financial Services (0.6%)
Cetelem Group                                                               1,550      $  327,094
                                                                                      -------------
Food & Household Products (0.7%)
Eridania-Beghin Say SA                                                      2,400         370,468
                                                                                      -------------
Insurance (0.5%)
Assurances Generales de France                                              8,000         264,202
                                                                                      -------------
Metals (0.9%)
Ugine                                                                       7,500         530,111
                                                                                      -------------
Petroleum (1.0%)
Societe Nationale Elf Aquitaine                                             7,150         570,286
                                                                                      -------------
Pharmaceuticals (0.9%)
Sanofi SA                                                                   9,600         528,405
                                                                                      -------------
Retail (1.1%)
Pinault-Printemps SA                                                        2,800         632,396
                                                                                      -------------
Total France                                                                            5,956,932
                                                                                      -------------
Germany (4.5%)
Building Materials & Trade (0.8%)
Bilfinger & Berger Bau AG                                                   1,000         466,073
                                                                                      -------------
Banks (1.0%)
Deutsche Bank AG                                                            1,125         551,766
                                                                                      -------------
Machinery & Equipment (1.9%)
Linde AG                                                                      900         518,488
Mannesmann AG                                                               2,000         542,549
                                                                                      -------------
                                                                                        1,061,037
                                                                                      -------------
Transportation (0.8%)
Veba AG                                                                     1,250         465,351
                                                                                      -------------
Total Germany                                                                           2,544,227
                                                                                      -------------
</TABLE>
See Notes to Financial Statements.
110  Aetna Mutual Funds Semi-Annual Report
<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)
Aetna International Growth Fund
<TABLE>
<CAPTION>
                                                                         Number of       Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Great Britain (19.3%)
Autos & Auto Equipment (0.8%)
T & N                                                                     181,000     $   439,687
                                                                                      -------------
Banks (1.0%)
Abbey National                                                             74,000         554,761
                                                                                      -------------
Building Materials & Construction (0.7%)
BPB Industries                                                             95,000         412,644
                                                                                      -------------
Chemicals (1.7%)
Albright And Wilson Plc                                                   200,000         553,410
Hanson                                                                    100,000         380,469
                                                                                      -------------
                                                                                          933,879
                                                                                      -------------
Coal Mining & Steel (0.8%)
British Steel Plc                                                         170,000         462,194
                                                                                      -------------
Communications (1.2%)
British Telecommunications+                                               109,700         684,742
                                                                                      -------------
Food & Beverage (1.0%)
Grand Metropolitan                                                         51,000         327,364
Hillsdown Holdings                                                        100,000         296,010
                                                                                      -------------
                                                                                          623,374
                                                                                      -------------
Hotels & Restaurants (1.0%)
Ladbroke Group                                                            180,000         521,234
Greenalls Group Plc                                                        73,000         536,695
                                                                                      -------------
                                                                                        1,057,929
                                                                                      -------------
Machine Equipment (0.8%)
Siebe                                                                      50,000         452,863
Tomkins Plc                                                               129,000         485,617
                                                                                      -------------
                                                                                          938,480
                                                                                      -------------
Metals (1.0%)
Cookson Group                                                             144,000     $   542,084
                                                                                      -------------
Petroleum (0.5%)
British Petroleum                                                          40,000         287,966
                                                                                      -------------
Pharmaceutical (0.6%)
Smithkline Beecham Units                                                   44,711         340,583
                                                                                      -------------
Publishing & Printing (0.8%)
Mirror Group Plc                                                          214,000         461,325
                                                                                      -------------
Retail (1.6%)
Tesco                                                                      85,000         382,198
Great Universal Stores Plc                                                 55,000         522,924
                                                                                      -------------
                                                                                          905,122
                                                                                      -------------
Textile (0.9%)
Coats Viyella                                                             150,000         489,864
                                                                                      -------------
Transportation (0.7%)
Peninsular & Oriental Steam                                                45,000         417,712
                                                                                      -------------
Utilities (2.4%)
British Gas                                                                95,800         463,895
North West Water                                                           56,750         517,651
Powergen Plc+                                                             116,000         358,301
                                                                                      -------------
                                                                                        1,339,847
                                                                                      -------------
Total Great Britain                                                                    10,892,193
                                                                                      -------------
Italy (2.1%)
Building Materials & Construction (0.5%)
Italcementi                                                                48,100         288,869
                                                                                      -------------
Telecommunications (1.6%)
Stet D Risp Port                                                          400,000         916,159
                                                                                      -------------
Total Italy                                                                             1,205,028
                                                                                      -------------
</TABLE>
                                     Aetna Mutual Funds Semi-Annual Report  111
<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Aetna International Growth Fund
<TABLE>
<CAPTION>
                                                                         Number of       Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
 Japan (35.9%)
Autos & Auto Equipment (4.0%)
Honda Motor Co.                                                            52,000     $   841,454
Mazda Motor+                                                              130,000         573,859
Nippondenso Co. Ltd.                                                       42,000         844,548
                                                                                      -------------
                                                                                        2,259,861
                                                                                      -------------
Banks (4.6%)
Shizuoka Bank                                                              94,000       1,297,400
Sumitomo Bank                                                              60,000       1,299,304
                                                                                      -------------
                                                                                        2,596,704
                                                                                      -------------
Chemicals (1.5%)
Shin-etsu Chemical Co.                                                     43,000         833,958
                                                                                      -------------
Consumer Products (4.8%)
Canon Inc.                                                                 57,000         942,709
Shimano Inc.                                                               34,000         659,409
Sony Corp.                                                                 22,000       1,109,882
                                                                                      -------------
                                                                                        2,712,000
                                                                                      -------------
Electrical Equipment (7.1%)
Hitachi Ltd.                                                              119,000       1,210,601
Mitsubishi Electric Corp.                                                 110,000         780,059
TDK Corp.                                                                  20,000         913,796
                                                                                      -------------
                                                                                        2,904,456
                                                                                      -------------
Electric Utilities (1.4%)
Tohoku Electric Power Co. Inc.                                             27,000         774,228
                                                                                      -------------
Financial Services (1.4%)
Nomura Securities Co. Ltd.                                                 40,000         809,090
                                                                                      -------------
Home Furnishings & Appliances (0.5%)
Keiyo Co.                                                                  26,250     $   304,212
                                                                                      -------------
Machine Equipment (7.7%)
Amada Sonoike Co. Ltd.                                                    110,000         844,191
Fuji Machine Manufacturing                                                 27,000         658,576
Mitsubishi Heavy Industries Ltd.                                          126,000         914,510
NTN Corp.                                                                 132,000         873,246
Sumitomo Corp.                                                            105,000       1,043,191
                                                                                      -------------
                                                                                        4,333,714
                                                                                      -------------
Publishing (1.5%)
Toppan Printing Co. Ltd.                                                   60,000         870,962
                                                                                      -------------
Retail (1.9%)
Aoyama Trading Co. Ltd.                                                    17,000         329,704
Best Denki Co. Ltd.                                                        45,000         717,473
                                                                                      -------------
                                                                                        1,047,177
                                                                                      -------------
Textiles (1.5%)
Kuraray Co. Ltd.                                                           65,000         772,622
                                                                                      -------------
Total Japan                                                                            20,218,984
                                                                                      -------------
Malaysia (2.3%)
Consumer Products (0.8%)
Sime Darby Bhd                                                            187,000         476,674
                                                                                      -------------
Financial Services (0.4%)
AMMB Holdings Bhd                                                          21,000         207,323
                                                                                      -------------
Metals (0.3%)
Aluminum Company of Malaysia                                              171,000         196,496
                                                                                      -------------
</TABLE>
See Notes to Portfolio of Investments.

112  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Aetna International Growth Fund
<TABLE>
<CAPTION>
                                                                         Number of       Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Transportation (0.8%)
Malaysian International Ship                                              154,666     $   400,511
Total Malaysia                                                                      -------------
                                                                                        1,281,004
                                                                                      -------------
Netherlands (4.8%)
Banks (0.7%)
ABN Amro Holdings NV                                                       10,506         404,049
                                                                                      -------------
Electrical Equipment (1.5%)
Philips Electronics                                                        21,600         823,755
                                                                                      -------------
Insurance (1.2%)
Internatinale Nederlanden Groep NV                                         13,100         690,314
                                                                                      -------------
Media & Entertainment (1.4%)
Polygram                                                                   13,500         761,834
                                                                                      -------------
Total Netherlands                                                                       2,679,952
                                                                                      -------------
Norway (0.8%)
Energy (0.8%)
Norsk Hydro AS                                                             11,111         452,828
                                                                                      -------------
Total Norway                                                                              452,828
                                                                                      -------------
Singapore (2.8%)
Banks (1.4%)
Development Bank of Singapore Ltd.                                         36,000         384,930
United Overseas Bank Ltd.                                                  38,900         404,772
                                                                                      -------------
                                                                                          789,702
                                                                                      -------------
Transportation (1.4%)
Jurong Shipyard Ltd.                                                       49,000         376,247
Singapore Airlines Ltd. (Foreign- Registered shares)                       40,000     $   384,643
                                                                                      -------------
                                                                                          760,890
                                                                                      -------------
Total Singapore                                                                         1,550,592
                                                                                      -------------
Spain (2.9%)
Building Materials & Construction (1.3%)
Dragados Y Construciones SA                                                25,000         378,666
Repsol SA                                                                  12,000         382,036
                                                                                      -------------
                                                                                          760,702
                                                                                      -------------
Metals (0.9%)
Acerinox SA                                                                 4,400         503,859
                                                                                      -------------
Telephone Utilities (0.7%)
Telefonica De Espana                                                       29,000         354,463
                                                                                      -------------
Total Spain                                                                             1,619,024
                                                                                      -------------
Sweden (2.1%)
Electrical Equipment (2.1%)
Electrolux Ab B Free                                                       13,500         688,614
                                                                                      -------------
Machine & Engineering (0.8%)
Atlas Copco Ab Free                                                        34,250         470,901
                                                                                      -------------
Total Sweden                                                                            1,159,515
                                                                                      -------------
Switzerland (2.3%)
Electrical Engineering & Electronics (1.1%)
BBC Brown Boveri AG                                                           660         651,219
                                                                                      -------------
Manufacturing (1.2%)
Holderbank Financiere Glaris AG                                               845         678,212
                                                                                      -------------
Total Switzerland                                                                       1,329,431
                                                                                      -------------
Total Common Stocks                                                                    52,554,774
                                                                                      -------------
</TABLE>
                                     Aetna Mutual Funds Semi-Annual Report  113
<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Aetna International Growth Fund

<TABLE>
<CAPTION>
                                                                         Number of       Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                     <C>           <C>
Preferred Stock (1.3%)
Italy (1.3%)
Auto & Auto Equipment
Fiat SpA                                                                   280,000    $   721,266
                                                                                      -------------
Total Preferred Stock                                                                     721,266
                                                                                      -------------
Warrants (0.0%)
Italy
Italcementi 12/31/96                                                        11,100          2,767
                                                                                      -------------
Total Warrants                                                                        $     2,767
                                                                                      -------------
                                                                         Principal       Market
                                                                          Amount         Value
                                                                         ----------   -------------
Short-term Investments (5.0%)
Ford Motor Company 5.85%, 05/01/95                                      $2,793,000    $ 2,793,000
                                                                                      -------------
Total Short-term Investments                                                          $ 2,793,000
                                                                                      -------------
Total Investments (cost $54,454,925)                                                  $56,071,807
                                                                                      -------------
</TABLE>

Notes to Portfolio of Investments

+ Non-income producing security.

The cost of investments for income tax purposes is identical. Unrealized
gains and losses, based on identified tax cost at April 30, 1995 are as
follows:

Unrealized gains          $ 4,233,227
Unrealized losses          (2,616,345)
                          ------------
 Net unrealized gain      $ 1,616,882
                          ============

Category percentages are based on net assets.

See Notes to Financial Statements.

114  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Asian Growth Fund

<TABLE>
<CAPTION>
                                                                         Number of       Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Common Stocks (95.1%)
Australia (0.1%)
Building Materials & Construction (0.1%)
Odin Mining & Investments                                                   38,750    $     15,502
                                                                                      -------------
Total Australia                                                                             15,502
                                                                                      -------------
Hong Kong (32.1%)
Automotive (0.9%)
Qingling Motor Companies
 Class "H"                                                               1,100,000         211,730
                                                                                      -------------
Banks (6.0%)
Hang Seng Bank                                                              86,000         566,593
HSBC Holdings Plc                                                           68,800         797,675
                                                                                      -------------
                                                                                         1,364,268
                                                                                      -------------
Building Materials & Construction (2.3%)
Hopewell Holdings                                                          735,000         522,219
                                                                                      -------------
Chemicals (1.7%)
Yizheng Chemical Fibre Company                                           1,150,000         378,827
                                                                                      -------------
Diversified (6.5%)
Citic Pacific Ltd.                                                         320,000         789,562
Hutchison Whampoa                                                          160,000         692,417
                                                                                      -------------
                                                                                         1,481,979
                                                                                      -------------
Electric Utilities (4.1%)
China Light & Power Co. Ltd.                                                50,000         235,757
Hong Kong Electric Holdings Ltd.                                           230,000         704,173
                                                                                      -------------
                                                                                           939,930
                                                                                      -------------
Financial Services (2.5%)
Guangdong Investment Ltd.                                                1,250,000         577,283
                                                                                      -------------
Real Estate (2.9%)
Hong Kong Land Holding                                                     225,000    $    423,000
Swire Pacific
 Class "A"                                                                 100,000         668,518
                                                                                      -------------
                                                                                         1,091,518
                                                                                      -------------
Telephone Utilities (3.3%)
Hong Kong Telecommunications Ltd.                                          390,000         760,754
                                                                                      -------------
Total Hong Kong                                                                          7,328,510
                                                                                      -------------
Indonesia (8.8%)
Banks (2.0%)
Bank Tiara Asia (Foreign-Registered shares)                                440,000         374,384
Modern Bank (Foreign-
 Registered shares)                                                        121,500          92,499
                                                                                      -------------
                                                                                           466,883
                                                                                      -------------
Financial Services (1.3%)
Wicaksana Overseas International (Foreign-
 Registered shares)                                                        129,000         294,626
                                                                                      -------------
Paper & Containers (4.6%)
Indorayon (Foreign- Registered shares)                                     250,000         459,023
Pabrik Kertas Tjiwi Kimia (Foreign- Registered shares)                      98,000         138,245
 Barito Pacific Timber (Foreign-Registered shares)                         250,000         279,893
Sumalindo Lestari Jaya (Foreign-Registered shares)+                        100,000         163,457
                                                                                      -------------
                                                                                         1,040,618
                                                                                      -------------
</TABLE>

See Notes to Portfolio of Invesmtents.


                                    Aetna Mutual Funds Semi-Annual Report  115

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Asian Growth Fund

<TABLE>
<CAPTION>
                                                                         Number of       Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Real Estate (0.9%)
Pakuwon Jati (Foreign-Registered shares)                                   332,000    $    156,113
Dharmala Intiland (Foreign-Registered shares)                               75,000          43,663
                                                                                      -------------
                                                                                           199,776
                                                                                      -------------
Total Indonesia                                                                          2,001,903
                                                                                      -------------
South Korea (1.9%)
Oil & Gas (1.9%)
Yukong Ltd.                                                                  9,600         425,631
                                                                                      -------------
Total South Korea                                                                          425,631
                                                                                      -------------
Malaysia (16.6%)
Banking (1.5%)
Malayan Banking Bhd                                                         50,000         341,897
                                                                                      -------------
Building Materials & Construction (2.2%)
Sungei Way Holdings                                                        125,000         495,650
                                                                                      -------------
Diversified (2.8%)
Sime Darby Bhd                                                             250,000         637,265
                                                                                      -------------
Paper & Containers (1.4%)
Aokam Perdana Bhd                                                           70,000         314,384
                                                                                      -------------
Real Estate (6.0%)
Kampong Lanjut Tin Dredging                                                175,000         431,924
Land & General Bhd                                                         232,500         672,618
Tan & Tan Development Bhd                                                  250,000         266,033
                                                                                      -------------
                                                                                         1,370,575
                                                                                      -------------
Textiles (2.8%)
Jaya Tiasa Holdings Bhd                                                    170,000         629,375
                                                                                      -------------
Total Malaysia                                                                           3,789,146
                                                                                      -------------
Philippines (6.3%)
Banks (0.1%)
Philippine National Bank                                                     3,354    $     32,832
                                                                                      -------------
Building Materials & Construction (2.0%)
South East Asia Cement Holdings Inc.                                     3,500,000         298,273
Sanitary Wares Manufacturing Corp.                                         434,700         155,190
                                                                                      -------------
                                                                                           453,463
                                                                                      -------------
Electric Utilities (0.0%)
Manila Electric Company "B" Shares                                             400           4,261
                                                                                      -------------
Real Estate (2.1%)
Ayala Land Inc.                                                            212,000         260,422
SM Prime Holdings Inc.+                                                    700,000         214,971
                                                                                      -------------
                                                                                           475,393
                                                                                      -------------
Telephone Utilities (2.1%)
Philippine Long Distance Telephone                                           7,500         472,169
                                                                                      -------------
Total Philippines                                                                        1,438,118
                                                                                      -------------
Singapore (15.4%)
Banks (3.9%)
Development Bank of Singapore (Foreign-Registered shares)                   55,000         588,087
United Overseas Bank (Foreign-Registered shares)                            28,000         291,353
                                                                                      -------------
                                                                                           879,440
                                                                                      -------------
Diversified (1.7%)
Jardine Matheson                                                            48,000         381,600
                                                                                      -------------
</TABLE>

116  Aetna Mutual Funds Semi-Annual Report

<PAGE>
Portfolio of Investments
April 30, 1995 (Unaudited)

Asian Growth Fund

<TABLE>
<CAPTION>
                                                                         Number of       Market
                                                                          Shares         Value
                                                                         ----------   -------------
<S>                                                                      <C>          <C>
Real Estate (2.9%)
Straits Steamship Land Ltd.                                               200,000     $   665,949
DBS Land                                                                  253,000         697,180
                                                                                      -------------
                                                                                        1,363,129
                                                                                      -------------
Ship Repair (2.4%)
Jurong Shipyard                                                            70,000         537,496
Sembawang Corporation Ltd.                                                 50,000         342,662
                                                                                      -------------
                                                                                          880,158
                                                                                      -------------
Total Singapore                                                                         3,504,327
                                                                                      -------------
Thailand (14.0%)
Banks & Financial Services (6.9%)
Bank Of Ayudhya Public Co. Ltd. (Foreign-Registered shares)               115,000         514,332
Bangkok Metropolitan Bank (Foreign- Registered shares)+                   550,000         559,057
Nava Finance & Securities P Co. Ltd. (Foreign- Registered shares)         120,000         246,391
Siam City Bank Public Co. Ltd. (Foreign-Registered shares)                250,000         256,658
                                                                                      -------------
                                                                                        1,576,438
                                                                                      -------------
Building Materials & Construction (2.8%)
Siam Cement Public Co. Ltd. (Foreign- Registered shares)                    7,000         402,440
TPI Polene Public Co. Ltd. (Foreign- Registered shares)                    40,000         226,062
                                                                                      -------------
                                                                                          628,502
                                                                                      -------------
Electrical Equipment (2.9%)
Electricity Generating Public Co. Ltd. (Foreign-Registered shares)+       220,000     $   670,868
                                                                                      -------------
Metals (1.4%)
Sahavirya Steel Industry Public Co. Ltd. (Foreign-Registered shares)+     125,000         322,728
                                                                                      -------------
Total Thailand                                                                          3,198,536
                                                                                      -------------

                                                                         Principal       Market
                                                                          Amount         Value
                                                                         ----------   -------------
Short-term Investments (2.6%)
Ford Motor Co., Comm. Paper 5.85% 05/01/95                                598,000         598,000
                                                                                      -------------
Total Short-term Investments                                                          $   598,000
                                                                                      -------------
Total Investments (cost $23,341,491) (a)                                              -------------
                                                                                      $22,299,673
                                                                                      -------------
</TABLE>
Notes to Portfolio of Investments

(a) The cost of investments for income tax purposes is identical. Unrealized
    gains and losses, based on identified tax cost at April 30, 1995 are as
    follows:

<TABLE>
<CAPTION>
<S>                       <C>
 Unrealized gains         $ 1,481,597
Unrealized losses          (2,523,415)
                          ------------
Net unrealized loss       ($ 1,041,818)
                          ============
</TABLE>

+ Non-income producing security.

Category percentages are based on net assets.

See Notes to Financial Statements.

                                    Aetna Mutual Funds Semi-Annual Report  117

<PAGE>



                            AETNA SERIES FUND, INC.
                             151 Farmington Avenue
                        Hartford, Connecticut 06156-8962

           Statement of Additional Information dated: March 31, 1995

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the current prospectus for Aetna Series Fund, Inc. dated
March 31, 1995. A free prospectus is available upon request by writing or
calling:

                            Aetna Series Fund, Inc.
                             151 Farmington Avenue
                        Hartford, Connecticut 06156-8962
                                 1-800-367-7732

                     Read the prospectus before you invest.



                       TABLE OF CONTENTS

General Information and History .................................    2
Additional Investment Restrictions and Policies of the Funds.....    2
Description of Various Securities and Investment Techniques.....     5
Directors and Officers of the Company ...........................   19
Control Persons and Principal Holders of the Funds ..............   21
The Investment Advisory Contract ................................   21
The Administrative Services Agreement ...........................   24
Sub-Advisory Agreements .........................................   25
Custodian .......................................................   26
Independent Auditors ............................................   26
Principal Underwriter ...........................................   26
Distribution Arrangements .......................................   27
Brokerage Allocation ............................................   27
Description of Shares ...........................................   28
Sale and Redemption of Shares ...................................   30
Net Asset Value .................................................   31
Tax Status ......................................................   31
Performance Information .........................................   39
The Aetna Way Investment Philosophy .............................   42
Independent Auditors ............................................   42
Financial Statements ............................................   43



<PAGE>

                        GENERAL INFORMATION AND HISTORY

        Aetna Series Fund, Inc. (Company) is a diversified, open-end management
investment company which currently offers thirteen different series of Funds,
each representing a diversified portfolio of investments with different
investment objectives, policies and restrictions. The following ten Funds are
described in this Statement of Additional Information:

        1. Aetna Money Market Fund (Money Market Fund), a portfolio consisting
           of high-quality money market instruments;

        2. Aetna Government Fund (Government Fund), a portfolio of U.S.
           Government securities;

        3. Aetna Bond Fund (Bond Fund), a portfolio primarily of high-quality
           corporate and U.S. Government securities;

        4. Aetna Tax-Free Fund (Tax-Free Fund), a portfolio primarily of
           municipal securities;

        5. The Aetna Fund (Aetna Fund), a flexible portfolio of stocks, bonds
           and money market instruments;

        6. Aetna Growth and Income Fund (Growth and Income Fund), a common stock
           portfolio;

        7. Aetna Growth Fund (Growth Fund), a common stock portfolio of
           companies believed to have potential for growth;

        8. Aetna Small Company Growth Fund (Small Company Growth Fund), a common
           stock portfolio of companies with smaller market capitalizations;

        9. Aetna International Growth Fund (International Growth Fund), a common
           stock portfolio of companies traded outside North America;

       10. Aetna Asian Growth Fund (Asian Growth Fund), a common stock
           portfolio of companies traded in Asia excluding Japan.

        The investment objectives and general investment policies of each Fund
are described in the Prospectus.

          ADDITIONAL INVESTMENT RESTRICTIONS AND POLICIES OF THE FUNDS

        The investment objectives and certain investment restrictions of the
Funds are matters of fundamental policy for purposes of the Investment Company
Act of 1940 (the 1940 Act) and therefore cannot be changed, with regard to a
particular Fund, without the approval of a majority of the outstanding voting
securities of that Fund. This means the lesser of: (i) 67% of the shares of a
Fund present at a shareholders' meeting if the holders of more than 50% of the
shares of that Fund then outstanding are present in person or by proxy; or (ii)
more than 50% of the outstanding voting securities of a Fund.

As a matter of fundamental policy, none of the above mentioned Funds will:

(1) 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 a Fund's
    total assets. Securities issued or guaranteed by the U.S. Government, its
    agencies and instrumentalities are excluded from this restriction;

(2) concentrate its investments in any one industry except that a Fund may
    invest up to 25% of its total assets in securities issued by companies
    principally engaged in any one industry. For purposes of this restriction,
    finance companies will be classified as separate industries according to the
    end user of their services, such as automobile finance, computer finance and
    consumer finance. This limitation will not, however, apply to securities
    issued or guaranteed by the U.S. Government, its agencies and
    instrumentalities. Additionally, for the Money Market Fund, investments in
    the following shall not be subject to the 25% limitation: securities
    invested in, or repurchase agreements for, U.S. Government securities;



                                       2
<PAGE>

    and certificates of deposit, bankers' acceptances, or securities of banks
    and bank holding companies;

(3) make loans, except that, to the extent appropriate under its investment
    program, a 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;

(4) issue any senior security (as defined in the 1940 Act), except that (a) a
    Fund may enter into commitments to purchase securities in accordance with
    that Fund's investment program, including reverse repurchase agreements,
    delayed delivery and when-issued securities, which may be considered the
    issuance of senior securities, (b) a 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) a Fund (other than the Money Market 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, a Fund may borrow
    money as authorized by the 1940 Act;

(5) purchase real estate, interests in real estate or real estate limited
    partnership interests except that, to the extent appropriate under its
    investment program, a 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;

(6) invest in commodity contracts, except that a Fund may, to the extent
    appropriate under its investment program, purchase securities of companies
    engaged in such activities; may (other than the Money Market Fund) 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;

(7) borrow money, except that (a) a Fund (other than the Money Market Fund) may
    enter into certain futures contracts and options related thereto; (b) a Fund
    may enter into commitments to purchase securities in accordance with that
    Fund's investment program, including delayed delivery and when-issued
    securities and reverse repurchase agreements; (c) for temporary emergency
    purposes, a Fund may borrow money in amounts not exceeding 5% of the value
    of its total assets at the time when the loan is made and (d) for purposes
    of leveraging, a Fund (other than the Money Market Fund) may borrow money
    from banks (including its custodian bank) only if, immediately after such
    borrowing, the value of that 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 that Fund's assets
    fails to meet the 300% asset coverage requirement relative only to
    leveraging, that Fund will, within three days (not including Sundays and
    holidays), reduce its borrowings to the extent necessary to meet the 300%
    test; or

(8) act as an underwriter of securities except to the extent that, in connection
    with the disposition of portfolio securities by a Fund, that Fund may be
    deemed to be an underwriter under the provisions of the Securities Act of
    1933.

        The Company also has adopted certain other investment restrictions
reflecting the current investment practices of the Funds which may be changed by
the Company's directors and without shareholder vote. Under such restrictions,
none of the Funds will:

                                       3
<PAGE>


(1) 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 programs of each Fund;

(2) except for the International Growth Fund and Asian Growth Fund, 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). A 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%. The Money Market Fund may only purchase foreign securities or
    obligations that are U.S. dollar denominated;

(3) invest in companies for the purpose of exercising control or management;

(4) purchase the securities of any other investment company, except as permitted
    under the 1940 Act;

(5) purchase interests in oil, gas or other mineral exploration programs;
    however, this limitation will not prohibit the acquisition of securities of
    companies engaged in the production or transmission of oil, gas, or other
    minerals; or

(6) invest more than 25% of the total value of its assets in high risk
    high-yield securities or "junk bonds" (securities rated BB/Ba or lower by
    Standard & Poor's Corporation or Moody's Investors Service, Inc., or, if
    unrated, considered by the Investment Adviser to be of comparable quality).

        In order to permit the sale of its shares in certain states, the Funds
have undertaken to adhere to the following investment policies, each of which
may be changed without shareholder approval:

(1) No Fund will invest more than 5% of the value of a Fund's net assets in
    warrants, valued at the lower of cost or market. Included within that
    amount, but not more than 2% of the value of a Fund's net assets, may be
    warrants which are not listed on the New York, American or any recognized
    foreign stock exchange. Warrants acquired by a Fund in units or attached to
    securities may be deemed to be without value;

(2) No Fund will invest more than 15% (10% for the Money Market Fund) 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 Securities Act of 1933, 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; and

(3) A Fund may not purchase securities of companies which together with their
    predecessors have a record of less than three years' continuous operations,
    if, as a result, more than 5% of such Fund's net assets would then be
    invested in such securities.

                                       4
<PAGE>

        A Fund may make additional commitments more restrictive than the
investment limitations described in the preceding paragraphs in order to sell
its shares in a particular state. Should a Fund determine that any such
commitment, either those currently in effect or any future commitment, is no
longer in its best interest, it will revoke the commitment and terminate sales
of its shares in the state involved.

        Where a Fund's investment objective or policy 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.


          DESCRIPTION OF VARIOUS SECURITIES AND INVESTMENT TECHNIQUES

Futures Contracts

        Each Fund, except the Money Market Fund, may enter into interest rate or
stock index futures contracts (futures or futures contracts) or options thereon
as a hedge against changes in interest rates or equities prices and in
anticipation of future purchases or sales of securities (see discussion in the
Prospectus under the caption "Risk Factors and Other Considerations"). A Fund's
hedging may include sales of futures as an offset against the effect of expected
increases in interest rates or declines in equities prices. Although techniques
other than sales and purchases of futures contracts could be used to reduce the
exposure of a Fund to market fluctuations, it may be able to hedge its exposure
more effectively and perhaps at a lower cost through using futures contracts.

        A Fund may 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 Commodity Futures Trading Commission.

        A Fund (other than the Money Market Fund) may purchase and sell futures
contracts and related options under the following conditions: (a) the
then-current aggregate futures market prices of financial instruments required
to be delivered and purchased under open futures contracts shall not exceed 30%
of a Fund's total assets, at market value; and (b) no more than 5% of the
assets, at market value at the time of entering into a contract, shall be
committed to margin deposits in relation to futures contracts. As evidence of
this hedging intent, each Fund expects that at least 75% of futures contract
purchases will be "completed"; that is, upon the sale of these long contracts,
equivalent amounts of related securities will have been or are then being
purchased by that Fund in the cash market.

        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 a Fund will be able to enter into an offsetting transaction with

                                       5
<PAGE>

respect to a particular contract at a particular time. If a Fund is not able to
enter into an offsetting transaction, it will continue to be required to
maintain the margin deposits on the contract.

        The prices of futures contracts are volatile and are influenced, among
other things, by actual and anticipated changes in interest rates and equities
prices, which in turn are affected by fiscal and monetary policies and national
and international political and economic events.

        At best, the correlation between changes in prices of futures contracts
and of the securities being hedged can be only approximate. The degree of
imperfection of correlation depends upon circumstances such as: variations in
speculative market demand for futures and for securities, including technical
influences in futures trading; and differences between the financial instruments
being hedged and the instruments underlying the standard futures contracts
available for trading. Even a well-conceived hedge may be unsuccessful to some
degree because of unexpected market behavior or stock market or interest rate
trends.

        Most United States futures exchanges limit the amount of fluctuation
permitted in interest rate futures contract prices during a single trading day,
and, as noted, temporary regulations limiting price fluctuations for stock index
futures contracts are also now in effect. The daily limit establishes the
maximum amount that the price of a futures contract may vary either up or down
from the previous day's settlement price at the end of a trading session. Once
the daily limit has been reached in a particular type of contract, no trades may
be made on that day at a price beyond that limit. The daily limit governs only
price movement during a particular trading day and therefore does not limit
potential losses, because the limit may prevent the liquidation of unfavorable
positions. Futures contract prices have occasionally moved to the daily limit
for several consecutive trading days with little or no trading, thereby
preventing prompt liquidation of futures positions and subjecting some persons
engaging in futures transactions to substantial losses.

        The risk involved in writing options on futures contracts or market
indices is that there could be an increase in the market value of such contracts
or indices. If that occurred, the option would be exercised and the Fund
involved would not benefit from any increase in value above the exercise price.
Usually, this risk can be eliminated by entering into an offsetting transaction.
However, the cost to do an offsetting transaction and terminate the Fund's
obligation might be more or less than the premium received when it originally
wrote the option. Further, the Fund might occasionally not be able to close the
option because of insufficient activity in the options market.

        Sales of futures contracts which are intended to hedge against a change
in the value of securities held by a Fund may affect the holding period of such
securities and, consequently, the nature of the gain or loss on such securities
upon disposition.

        "Margin" is the amount of funds that must be deposited by a Fund with a
commodities broker in a custodian account in order to initiate futures trading
and to maintain open positions in a 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 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 a Fund. These daily payments to and from
a Fund are called variation margin. At times of


                                       6
<PAGE>

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, each Fund will mark to market the current value of its open
futures contracts. Each Fund expects to earn interest income on its initial
margin deposits. Furthermore, in the case of a futures contract purchase, each
Fund has deposited in a segregated account money market instruments sufficient
to meet all futures contract initial margin requirements.

        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 losses or gains to a
Fund. 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, a 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.

Covered Call and Put Options on Securities

        Each Fund (except the Money Market Fund) may write (sell) covered call
options (call options) and purchase put options (put options) on securities and
indexes, and purchase call and sell put options to close out positions
previously opened by a 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 a 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 a Fund (and involved in the options) on
the net asset value per share of a 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, by 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). A Fund will only
write a call option on a security which it already owns and will not write call
options on when-issued securities. A Fund may purchase a put option on a
security that it already owns and on stock indexes.

        A 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 the
creditworthiness criteria of the Investment Adviser or subadviser.

        When writing a call option, a Fund, in return for the premium, gives up
the opportunity for 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 a Fund has written
expires, that 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


                                       7
<PAGE>

call option is exercised, a Fund will realize a gain or loss from the sale of
the underlying security. A Fund will purchase put options only when the
Investment Adviser or sub adviser 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 utilized to
protect a 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 a 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,
a 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 maintained in a segregated
account of a Fund's custodian. The Funds do not consider a security covered by a
call or put option to be "pledged" as that term is used in their policies which
limit the pledging or mortgaging of their assets.

        The premium a Fund will receive from writing a call option, or that a
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 a Fund for writing call options will
be recorded as a liability in the statement of assets and liabilities of that
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 a Fund when purchasing a put option will
be recorded as an asset in the statement of assets and liabilities of that 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 an
identical option in a closing transaction, or by exercising the option.

        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 a 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 a 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 a Fund will be able to effect such closing transactions at a
favorable price. If a 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. A Fund will pay brokerage
commissions in connection with the sale or purchase of options to close out
previously established option 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 an option may be below, equal to, or above the
current market price of the underlying security at the time the option is
written. From time to time, a Fund may purchase an underlying security for
delivery in accordance with an exercise notice of a call option assignment,
rather than delivering such security from its portfolio. In such cases
additional brokerage commissions will be incurred.

        A 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 option. Also, because
increases in the market price of a call option will generally reflect increases
in the market price of


                                       8
<PAGE>

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 a Fund.

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 a Fund's futures and options transactions.

Risk of Imperfect Correlation - A 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 a 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 contracts 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 a Fund to post additional cash or cash equivalents as the
value of the position fluctuates. 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


                                       9
<PAGE>

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, a Fund's overall performance may be poorer than if it had not
entered into any such contract. For example, if a 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
a Fund's portfolio.

Restrictions on the Use of Futures and Option Contracts

        Regulations of the CFTC require that the Fund enter into transactions in
futures contracts and options thereon for hedging purposes only, in order to
assure that they are not deemed to be "commodity pools" under such regulations.
In particular, 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.

        A Fund's ability to engage in the hedging transactions described herein
may be further 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.

                                       10
<PAGE>

Repurchase Agreements

        Each Fund may enter into repurchase agreements with domestic banks and
broker-dealers meeting certain size and creditworthiness standards established
by the Company's Board of Directors. Under a repurchase agreement, a Fund may
acquire a debt instrument for a relatively short period (usually not more than
one week) subject to an obligation of the seller to repurchase and a Fund to
resell the instrument at a fixed price and time, thereby determining the yield
during a 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 a 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 a Fund. In that event, a 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, a Fund's ability to liquidate the
collateral may be delayed or limited. Under the 1940 Act, repurchase agreements
are considered loans by a Fund. Repurchase agreements maturing in more than
seven days will not exceed 10 percent of the total assets of a Fund.

Variable Rate Demand Instruments

        Variable rate demand instruments (including floating rate instruments)
held by a Fund may have maturities of more than one year, provided: (i) the Fund
is entitled to the payment of principal at any time, or during specified
intervals not exceeding one year, upon giving the prescribed notice (which may
not exceed 30 days), and (ii) the rate of interest on such instruments is
adjusted at periodic intervals not to exceed one year. In determining whether a
variable rate demand instrument has a remaining maturity of one year or less,
each instrument will be deemed to have a maturity equal to the longer of the
period remaining until its next interest rate adjustment or the period remaining
until the principal amount can be recovered through demand. A Fund will be able
(at any time or during specified periods not exceeding one year, depending upon
the note involved) to demand payment of the principal of a note. If an issuer of
a variable rate demand note defaulted on its payment obligation, a Fund might be
unable to dispose of the note and a loss would be incurred to the extent of the
default. A Fund may invest in variable rate demand notes only when the
investment is deemed to involve minimal credit risk. The continuing
creditworthiness of issuers of variable rate demand notes held by a Fund will
also be monitored to determine whether such notes should continue to be held.
Variable and floating rate instruments with demand periods in excess of seven
days and which cannot be disposed of promptly within seven business days and in
the usual course of business without taking a reduced price will be treated as
illiquid securities that are subject to the limitations on illiquid securities
set forth in this SAI.

Securities Lending

        The Funds can lend portfolio securities subject to the following
conditions: (i) the borrower will provide at least 100% collateral throughout
the life of the loan; (ii) loans will be made subject to the rules of the New
York Stock Exchange; (iii) the loan collateral will be either cash or direct
obligations of the U.S. government or agencies thereof; (iv) cash collateral
will be invested only in highly liquid short-term investments; (v) during the
existence of a loan, a Fund will continue to receive any distributions paid on
the borrowed securities or amounts equivalent thereto; and (vi) no more than
one-third of the net assets of a Fund will be on loan at any one time.

        In the Investment Adviser's opinion, lending portfolio securities to
qualified broker-dealers affords a Fund a means of increasing the yield on its
portfolio. A 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. A Fund will continue to receive the interest or dividends paid on
any securities


                                       11
<PAGE>

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 Investment Adviser or subadviser may terminate
the loan to vote such proxy.

        The primary risk a 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 the security loaned, and the borrower would be unable to furnish
additional collateral. The borrower would be liable for any shortage, but a 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

        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. Investments in securities of foreign
issuers involve certain risks not ordinarily associated with investments in
securities of domestic issuers. Such risks include fluctuations in exchange
rates, adverse foreign political and economic developments, and the possible
imposition of exchange controls or other foreign governmental laws or
restrictions. Since the Funds (except the Money Market Fund) may invest in
securities denominated or quoted in currencies other than the U.S. dollar,
changes in foreign currency exchange rates will affect the value of securities
in the portfolio and the unrealized appreciation or depreciation of investments
so far as U.S. investors are concerned. In addition, with respect to certain
countries, there is the possibility of expropriation of assets, confiscatory
taxation, political or social instability, or diplomatic developments that could
adversely affect investments in those countries.

        There may be less publicly available information about a foreign company
than about a U.S. company, and foreign companies may not be subject to
accounting, auditing, and financial reporting standards and requirements
comparable to or as uniform as those of U.S. companies. Foreign securities
markets, while growing in volume, have, for the most part, substantially less
volume than U.S. markets. Securities of many foreign companies are less liquid
and their prices more volatile than securities of comparable U.S. companies.
Transactional costs in non-U.S. securities markets are generally higher than in
U.S. securities markets. There is generally less government supervision and
regulation of exchanges, brokers, and issuers than there is in the U.S. The
Company might have greater difficulty taking appropriate legal action with
respect to foreign investments in non-U.S. courts than with respect to domestic
issuers in U.S. courts. In addition, transactions in foreign securities may
involve greater time from the trade date until settlement than domestic
securities transactions and involve the risk of possible losses through the
holding of securities by custodians and securities depositories in foreign
countries.

        Currently, direct investment in equity securities in China and Taiwan is
restricted, and investments may only be made through a limited number of
approved vehicles. At present this includes investment in listed and unlisted
investment companies, subject to limitations under the 1940 Act. Investment in
these closed-end funds may involve the payment of additional premiums to acquire
shares in the open-market and the yield of these securities will be reduced by
the operating expenses of such companies. In addition, an investor should
recognize that he will bear not only his proportionate share of the expenses of
the Fund, but also indirectly bear similar expenses of the underlying closed-end
fund. Also, as a result of a Fund's policy of investing in closed-end mutual

                                       12
<PAGE>

funds, investors in the Fund may receive taxable capital gains distributions to
a greater extent than if he or she had invested directly in the underlying
closed-end fund.

        Dividend and interest income from foreign securities may generally be
subject to withholding taxes by the country in which the issuer is located and
may not be recoverable by a Fund or its investors.

        Depository receipts are typically dollar denominated, although their
market price is subject to fluctuations of the foreign currency in which the
underlying securities are denominated. Depository receipts include: American
Depository Receipts (ADRs), which are typically designed for U.S. investors. The
ADR securities are held either in physical form or in book entry form; European
Depository Receipts (EDRs), which are similar to ADRs, but may be listed and
traded on a European exchange as well as in the U.S. Typically, these securities
are traded on the Luxembourg exchange in Europe; and Global Depository Receipts
(GDRs), which are similar to EDRs, although they may be held through foreign
clearing agents, such as Euroclear and other foreign depositories. All
depository receipts will be considered foreign securities for purposes of a
Fund's investment limitation concerning investment in foreign securities.

Municipal Bonds

        The Tax-Free Fund invests in debt obligations issued by states and their
political subdivisions (for example, counties, cities, towns, villages,
districts and authorities) the interest from which is, in the opinion of bond
counsel, exempt from federal income tax ("Municipal Bonds"). Such obligations
are issued to obtain funds to construct, repair or improve various public
facilities such as airports, bridges, highways, housing, schools, streets and
water and sewer works. Municipal Bonds may also be issued to refinance
outstanding obligations or to obtain funds for general operating expenses. In
addition, certain types of "private activity" bonds may be issued by public
authorities to finance privately operated housing facilities, local facilities
for water supply, gas, electricity or sewage or solid waste disposal, student
loans, or to obtain funds to lend to public or private institutions for the
construction of educational, hospital and housing facilities. Such obligations
are included under the definition of Municipal Bonds if the interest paid
thereon is, in the opinion of bond counsel, exempt from federal income tax.

        The two principal classifications of Municipal Bonds are "general
obligation" and "revenue" or "special tax" bonds. General obligation bonds are
backed by the issuer's pledge of its full faith, credit and taxing power for the
payment of principal and interest. Short-term municipal obligations include tax
anticipation notes and revenue anticipation notes, as well as tax-exempt
commercial paper. Revenue or special tax bonds are payable only from a
particular facility or class of facilities or, in some cases, from the proceeds
of a special excise or revenue tax, but not from general tax revenues. Certain
revenue bonds, such as industrial revenue bonds, do not have the pledge of
credit of the issuer. The payment of principal and interest on such revenue
bonds is dependent solely on the ability of the user of the facilities financed
by the bonds to meet its financial obligations and the pledge, if any, of real
and personal property financed as security for such payment.

        From time to time, proposals have been introduced before Congress and
before State and local legislatures to restrict or eliminate the federal income
tax exemption or state and local income tax exemption, respectively, for
interest on Municipal Bonds. If any such proposal were enacted, it might
restrict the ability of the Tax-Free Fund to achieve its investment objective.
In that event, the Fund's directors and officers would reevaluate its investment
objectives and policies.

        Additionally, the Tax-Free Fund purchases Municipal Bonds based on the
opinions of bond counsel regarding the federal income tax status of the
obligations. These opinions generally will be based upon covenants by the
issuers regarding continuing compliance with federal tax requirements.


                                       13
<PAGE>

If the issuer of an obligation fails to comply with its covenants at any time,
interest on the obligation could become federally taxable retroactive to the
date the obligation was issued.

Municipal Lease Obligations

        The Tax-Free Fund may invest up to 5% of its net assets in municipal
lease obligations. Municipal leases may take the form of a lease or an
installment purchase contract issued by a state or local government authority to
obtain funds to acquire a wide variety of equipment and facilities. Although
lease obligations do not constitute general obligations of the municipality for
which the municipality's taxing power is pledged, a lease obligation is
ordinarily backed by the municipality's covenant to budget for, appropriate and
make the payments due under the lease obligation. However, certain lease
obligations contain "non-appropriation" clauses which provide that the
municipality has no obligation to make lease or installment purchase payments in
future years unless money is appropriated for such purpose on a yearly basis. In
addition to the risk of "non-appropriation," municipal lease securities do not
yet have a highly developed market to provide the degree of liquidity of
conventional municipal bonds. Municipal leases, like other municipal debt
obligations, are subject to the risk of non-payment. The ability of issuers of
municipal leases to make timely lease payments may be adversely affected in
general economic downturns and as relative governmental cost burdens are
reallocated among federal, state and local governmental units. Such non-payment
would result in a reduction of income to the Fund, and could result in a
reduction in the value of the municipal lease experiencing non-payment and a
potential decrease in the net asset value of the Fund.

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, and typically do, 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 a 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 a Fund buys
mortgage-related securities at a premium, mortgage 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, a 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,


                                       14
<PAGE>

assuming no repayments -- 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 of such obligations is made from payment 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 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. CMOs and REMICs may be issued in a number of
classes or "tranches" with different maturities. These classes are retired in
sequence as the underlying mortgages are repaid.

Asset-Backed Securities

        Asset-backed securities are collateralized by short-term loans such as
automobile loans, computer leases, 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.

        Other asset-backed securities are similar to CMOs and REMICs in
structure and operations. 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.

        CMOs, REMICs and other asset-backed securities are subject to the type
of prepayment risk discussed above due to the possibility that prepayments on
the underlying assets will alter the cash flow. The collateral behind
asset-backed securities tends to have prepayment rates that do not vary with
interest rates; the short-term nature of the loans may also tend to reduce the
impact of any change in prepayment level. However, faster prepayments will
shorten the average life and slower prepayments will lengthen it. Asset-backed
securities may be pass-through, representing actual equity ownership of the
underlying assets, or pay-through, representing debt instruments supported by
cash flows from the underlying assets.

        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

                                       15
<PAGE>

        All of the Funds except the Money Market Fund, Government Fund,
International Growth Fund and Asian Growth Fund may invest in high risk
high-yield securities (junk bonds) which are fixed income securities that offer
a current yield above that generally available on debt securities rated in the
four highest categories by Moody's Investors Service, Inc. (Moody's) and
Standard & Poor's Corporation (S&P) or other rating agencies, or, if unrated,
are considered to be of comparable quality by the Investment Adviser. 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.

        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 a 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 a Fund's
objectives, the Investment Adviser seeks to identify situations in which the
rating agencies have not fully perceived the value of the security or in which
the Investment Adviser believes that future developments will enhance the
creditworthiness and the ratings of the issuer.

        High risk high-yield securities (junk bonds) will constitute no more
than 25% of the assets of any Fund (5% of the assets of the Tax-Free Fund).

        The yields earned on high risk high-yield securities (junk bonds)
generally are related to the quality ratings assigned by recognized ratings
agencies. The securities in which the Funds invest 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 high risk high-yield securities (junk bonds) 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 these securities 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 a 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 a 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

                                       16
<PAGE>


            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)
            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 these securities 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 tend to be institutions rather than individuals, a factor
            that further limits the secondary market. Many of such 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 these securities 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. 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 Investment Adviser 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 a Fund's investment objective may be more dependent
            on the Investment Adviser's own credit analysis than might be the
            case for a fund which does not invest in these securities.

        (5) Congressional Proposals. New laws and proposed new laws may have a
            negative impact on the market for high-risk high-yield securities
            (junk bonds). As examples, recent legislation requires
            federally-insured savings and loan associations to divest themselves
            of their investments in these securities and other proposals are
            designed to limit the use of, or tax and other advantages of, these
            securities. Any such proposals, if enacted, could have a negative
            effect on a Fund's net asset value.

Zero Coupon and Pay-in-Kind Securities

        All of the Funds may invest in zero coupon securities and all Funds
except the Money Market Fund may invest in pay-in-kind securities. In addition,
the Funds may invest in STRIPS (Separate Trading of Registered Interest and
Principal of 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. STRIPS
are created by the Federal reserve bank by separating the


                                       17
<PAGE>

interest and principal components of an outstanding U.S. treasury bond and
selling them as individual securities. The market prices of zero coupon, STRIPS
and delayed 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 apply to these
securities. Zero coupon and pay-in-kind securities are also subject to the risk
that in the event of a default, the Funds may realize no return on its
investment, because these securities do not pay cash interest.

Convertibles

        A convertible bond or convertible preferred stock gives the holder the
option of converting these securities into common stock. Some convertible
securities 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 subscribe for new shares in the issuing
company within a specified time period, according to a predetermined formula
governing the number of shares per warrant and the price to be paid for those
shares. Warrants may be issued separately or in association with a new issue of
bonds, preferred stock, common stock or other securities.

        Covered warrants allow the holder to purchase existing shares in the
issuing company, or in a company associated with the issuer, or in a company in
which the issuer has or may have a share stake which covers all or part of the
warrant's subscription rights.

When-Issued or Delayed-Delivery Securities

        During any period that a Fund has outstanding a commitment to purchase
securities on a when-issued or delayed-delivery basis, that 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 purchasing 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 purchasing Fund's liquidity and ability to
manage its portfolio. When a 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. A 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 purchasing 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.

Portfolio Turnover

        The Funds (excluding the Money Market Fund) do not intend to make a
general practice of short-term trading, although they may occasionally realize
short-term gains or losses. Purchases and sales will be made whenever such
action is deemed prudent and consistent with a Fund's investment objectives. It
is anticipated that under normal market conditions average annual portfolio
turnover rates will not exceed 100% for the Funds. A high turnover rate involves
greater expenses and may involve greater risk to a Fund.

                     DIRECTORS AND OFFICERS OF THE COMPANY

                                       18
<PAGE>


The investments and administration of the Company are under the direction of the
Board of Directors. The Directors and executive officers of the Company 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 (*), and hold similar positions with other investment
companies in the same fund complex managed by the Investment Adviser.

<TABLE>
<CAPTION>
- ---------------------------------- -------------------- ----------------------------------------------------
                                   Position(s) Held
Name, Address and Age              with Registrant      Principal Occupation During Past Five Years
- ---------------------------------- -------------------- ----------------------------------------------------
<S>                               <C>                   <C>
Shaun P. Mathews *                 Director and         Senior Vice President, Strategic Markets and
151 Farmington Avenue              President            Products, and Director of ALIAC.
Hartford, Connecticut
Age 38
- ---------------------------------- -------------------- ----------------------------------------------------
- ---------------------------------- -------------------- ----------------------------------------------------
Morton Ehrlich                     Director             Chairman and Chief Executive Officer, Integrated
1000 Venetian Way                                       Management Corp. and Universal Research
Miami, Florida                                          Technologies; Director and Chairman, Audit
Age 60                                                  Committee, National Bureau of Economic Research;
                                                        from October 1988 to December 1991, President,
                                                        LIFECO, Travel Services Corp.; from October 1985
                                                        to October 1988, Executive Vice President, TWA.
- ---------------------------------- -------------------- ----------------------------------------------------
- ---------------------------------- -------------------- ----------------------------------------------------
Maria T. Fighetti                  Director             Manager/Attorney, Health Services, Mental Hygiene
325 Piermont Road                                       Services.
Closter, New Jersey
Age 50
- ---------------------------------- -------------------- ----------------------------------------------------
- ---------------------------------- -------------------- ----------------------------------------------------
David L. Grove                     Director             Private Investor; Economic/Financial Consultant.
5 The Knoll
Armong, New York
Age 76
- ---------------------------------- -------------------- ----------------------------------------------------
- ---------------------------------- -------------------- ----------------------------------------------------
Daniel P. Kearney *                Director             Executive Vice President of Aetna Life and
151 Farmington Avenue                                   Casualty Company.
Hartfor d, Connecticut
Age 54
- ---------------------------------- -------------------- ----------------------------------------------------
- ---------------------------------- -------------------- ----------------------------------------------------
Sidney Koch                        Director             Financial Adviser, Hambro America, Inc.; from
455 East 86th Street                                    January 1988 to January 1993, Financial Adviser,
New York, New York                                      Daiwa Securities America, Inc.
Age 59
- ---------------------------------- -------------------- ----------------------------------------------------
- ---------------------------------- -------------------- ----------------------------------------------------
Corine T. Norgaard                 Director             Professor, Accounting and Dean of the School of
School of Management                                    Management School of Management, Binghamton
Binghamton University                                   University, Binghamton, NY; Professor, Accounting,
Binghamton, New York                                    University of Connecticut, Storrs, Connecticut;
Age 58                                                  Director, The Advest Group, Inc. (holding company
                                                        for brokerage firm).
- ---------------------------------- -------------------- ----------------------------------------------------
- ---------------------------------- -------------------- ----------------------------------------------------
Richard G. Scheide                 Director             Consultant, Fleet Bank of Massachusetts, N.A. from
11 Lily Street                                          1976 to 1991, Executive Vice President, Bank of
Nantucket, Massachusetts                                New England, N.A.
Age 65
- ---------------------------------- -------------------- ----------------------------------------------------
- ---------------------------------- -------------------- ----------------------------------------------------
James C. Hamilton *                Vice President       Vice President, Treasurer and Director of ALIAC.
151 Farmington Avenue              and Treasurer
Hartford, Connecticut
Age 53
- ---------------------------------- -------------------- ----------------------------------------------------
- ---------------------------------- -------------------- ----------------------------------------------------
Susan E. Bryant                    Secretary            Counsel, from 1991 to 1993, General Counsel, First
151 Farmington Avenue                                   Investors Corporation; 1986 to

                                       19

<PAGE>

                                                        1991, Hartford, Connecticut
                                                        Administrator, Oklahoma Department of Securities
Age 47                                                  and President, North American Securities
                                                        Administrators Association.
- ---------------------------------- -------------------- ----------------------------------------------------
</TABLE>


Members of the Board of Directors who are also directors, officers or employees
of Aetna Life and Casualty Company are not entitled to any fee. Members of the
Board of Directors who are not affiliated as employees of Aetna or its
subsidiaries receive an annual retainer of $5,000 for service on the Board, and
a fee of $200 per Fund for each meeting of such Board (equal to an aggregate
annual fee of $10,400). They may also receive an annual fee of $2,000 or $2,500
for service on the Audit and Contract Committees, respectively.

As of December 31, 1994, the unaffiliated members of the Board of Directors were
compensated as follows:

<TABLE>
<CAPTION>
- --------------------------- ------------------- -------------------- ------------------- -------------------
                                                Pension or                               Total
                                                Retirement                               Compensation from
                                                Benefits Accrued     Estimated Annual    Registrant and
                            Aggregate           as Part of Fund      Benefits Upon       Fund Complex*
Name of Person,             Compensation from   Expenses             Retirement          Paid to Directors
Position                    Registrant
- --------------------------- ------------------- -------------------- ------------------- -------------------
<S>                                   <C>              <C>                  <C>                   <C>    
Corine Norgaard                       $ 12,375         None                 None                  $  29,500
Director and
Chairman, Audit and
Contract Committees
- --------------------------- ------------------- -------------------- ------------------- -------------------
- --------------------------- ------------------- -------------------- ------------------- -------------------
Sidney Koch                          $   9,000         None                 None                   $ 21,750
Director and
Member, Audit and
Contract Committees
- --------------------------- ------------------- -------------------- ------------------- -------------------
- --------------------------- ------------------- -------------------- ------------------- -------------------
Maria T. Fighetti                    $   8,750         None                 None                   $ 21,250
Director and
Member, Audit and
Contract Committees
- --------------------------- ------------------- -------------------- ------------------- -------------------
- --------------------------- ------------------- -------------------- ------------------- -------------------
Morton Ehrlich                       $   9,000         None                 None                   $ 23,250
Director and
Member, Audit and
Contract Committees
- --------------------------- ------------------- -------------------- ------------------- -------------------
- --------------------------- ------------------- -------------------- ------------------- -------------------
Richard G. Scheide                    $ 12,750         None                 None                   $ 25,500
Director and
Member, Audit and
Contract Committees
- --------------------------- ------------------- -------------------- ------------------- -------------------
- --------------------------- ------------------- -------------------- ------------------- -------------------
David L.Grove                      $ 12,500 **         None                 None                $ 29,250 **
Director and
Member, Audit and
Contract Committees
- --------------------------- ------------------- -------------------- ------------------- -------------------
</TABLE>


 * Fund Complex presently consists of: Aetna Series Fund, Inc., Aetna Variable
   Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna Investment
   Advisers Fund, Inc. and Aetna Get Fund (Series B).

** Mr. Grove elected to defer all such compensation.


               CONTROL PERSONS AND PRINCIPAL HOLDERS OF THE FUNDS


                                       20
<PAGE>


        As of February 28, 1995, for the Select Class shares, ALIAC owned
113,278 (0.06%) shares of the Money Market Fund; 265,816 (8.80%) shares of the
Bond Fund; 11,161 (0.15%) shares of The Aetna Fund; 10,564 (0.04%) shares of the
Growth and Income Fund; 11,260 (0.38%) shares of the International Growth Fund;
1,720,522 (85.45%) shares of the Government Fund; 126,020 (67.28%) shares of the
Tax-Free Fund; 2,185,847 (81.11%) shares of the Growth Fund; 2,472,661 (98.43%)
shares of the Small Company Growth Fund; and 1,013,800 (31.77%) shares of the
Asian Growth Fund. In addition, Aetna Life Insurance Company (ALIC) owned
2,258,986 (1.28%) shares of the Money Market Fund and 2,043,588 (64.05%) shares
of the Asian Growth Fund, and The Aetna Casualty and Surety Company owned
498,517 (16.73%) shares of the International Growth Fund.

        As of February 28, 1995, for the Adviser Class shares, ALIAC owned
1,434,917 (99.24%) shares of the Bond Fund; 2,703,236 (97.60%) shares of the
International Growth Fund; 2,182,828 (96.18%) shares of the Tax-Free Fund. In
addition, ALIC owned 26,060,530 (39.78%) shares of the Money Market Fund.

        As of February 28, 1995, officers and Directors owned less than 1% of
the outstanding shares of any of the Funds.

                        THE INVESTMENT ADVISORY CONTRACT

        On December 13, 1994 the Company's Board of Directors (Directors)
reapproved an investment advisory agreement (Management Agreements) between the
Company and the Investment Adviser with respect to each of the Funds. Under the
Management Agreements, the Investment Adviser has responsibility for managing
the investment and reinvestment of the assets of the Funds, subject to the
supervision of the Directors. The Management Agreements direct the Investment
Adviser to continuously furnish an investment program for each Fund, determine
what securities and other instruments should be purchased or sold by each Fund,
obtain and evaluate economic, statistical and financial data affecting any
Fund's portfolio, and take any actions necessary to carry out its investment
advisory responsibilities.

        The Investment Adviser furnishes to the Company all necessary office
space, facilities and equipment and pays the salaries, employment benefits and
other related costs of personnel engaged in providing investment advice. In
addition, the Investment Adviser pays any fees and expenses of all Directors of
the Company who are employees of the Investment Adviser or an affiliated
corporation and any salaries and employment benefits of officers of the Company
who are affiliated persons of the Investment Adviser for acting as officers of
the Company.

        For its services the Investment Adviser receives the following annual
investment advisory fees expressed as a percentage of the daily net assets of
each Fund:

                                       21
<PAGE>


Money Market Fund                       Bond Fund

Fee     Assets                          Fee             Assets
0.40%   On first $500 million           0.50%           On first $250 million
0.35%   On next $500 million            0.475%          On next $250 million
0.34%   On next $1 billion              0.45%           On next $250 million
0.33%   On next $1 billion              0.425%          On next $1.25 billion
0.30%   Over $3 billion                 0.40%           Over $2 billion

Government Fund                         Tax-Free Fund

Fee     Assets                          Fee             Assets
0.50%   On first $250 million           0.50%           On first $250 million
0.475%  On next $250 million            0.475%          On next $250 million
0.450%  On next $250 million            0.45%           On next $250 million
0.425%  On next $1.25 billion           0.425%          On next $1.25 billion
0.40%   Over $2 billion                 0.40%           Over $2 billion

The Aetna Fund                          Growth and Income Fund

Fee     Assets                          Fee             Assets
0.80%   On first $500 million           0.70%           On first $250 million
0.75%   On next $500 million            0.65%           On next $250 million
0.70%   On next $1 billion              0.625%          On next $250 million
0.65%   Over $2 billion                 0.60%           On next $1.25 billion
                                        0.55%           Over $2 billion

Growth Fund                             Small Company Growth Fund

Fee     Assets                          Fee             Assets
0.70%   On first $250 million           0.850%          On first $250 million
0.65%   On next $250 million            0.80%           On next $250 million
0.625%  On next $250 million            0.775%          On next $250 million
0.60%   On next $1.25 billion           0.75%           On next $1.25 billion
0.55%   On next $2 billion              0.725%          On next $2 billion

International Growth Fund               Asian Growth Fund

Fee     Assets                          Fee            Assets
0.85%   On first $250 million           1.00%          On first $250 million
0.80%   On next $250 million            0.875%         On next $250 million
0.775%  On next $250 million            0.85%          On next $250 million
0.75%   On next $1.25 billion           0.825%         On next $1.25 billion
0.70%   Over $2 billion                 0.80%          Over $2 billion






The Investment Adviser received investment advisory fees as follows:


                                       22
<PAGE>

                                  Total       Investment        Net Investment
                               Investment       Adviser         Advisory Fees
                              Advisory Fees   Reimbursement         Paid
For Year Ended
December 31, 1992
Money Market Fund              $114,880         $114,880           $      0
Bond Fund                       147,232          147,232                  0
The Aetna Fund                  223,049          223,049                  0
Growth and Income Fund          101,055           86,296             14,759
International Growth Fund        13,409          113,409                  0

For Year Ended
December 31, 1993
Money Market Fund              $289,838         $289,838           $      0
Bond Fund                       213,990          180,946             33,044
The Aetna Fund                  380,035          188,012            192,023
Growth and Income Fund          296,943           61,659            235,284
International Growth Fund       267,280           92,553            174,727

For Period Ended
October 31, 1994*
Money Market Fund              $544,857         $544,857           $      0
Government Fund                  91,999           90,010              1,989
Bond Fund                       210,162          128,686             81,476
Tax-Free Fund                    96,433           83,178             13,255
The Aetna Fund                  569,014          156,406            412,608
Growth and Income Fund          625,998          101,043            524,955
Growth Fund                     121,917           82,976             38,941
Small Company Growth Fund       144,601           73,512             71,089
International Growth Fund       357,374           55,230            302,144
Asian Growth Fund               183,192          111,555             71,637

* In 1994, the Company changed its fiscal year to end on October 31.


        The Investment Adviser has agreed to reimburse the Funds for any
expenses (including management fees, but excluding taxes, interest, brokerage
commissions and certain extraordinary expenses) which may be incurred in any one
year in excess of the allowable expense limitations of the state in which shares
of the Fund are registered for sale having the most stringent expense
reimbursement provisions. As of the date of this SAI, the most stringent
limitation rate applicable to a Fund is 2-1/2% of the first $30 million of a
Fund's average net assets, 2% of the next $70 million of such Fund's average net
assets, and 1-1/2% of the remaining average net assets of such Fund for any
fiscal year.

        Unless terminated earlier, the Management Agreements remain in effect
from year-to-year if approved annually by a majority vote of the Directors,
including a majority of the Directors who are not "interested persons," cast in
person at a meeting called for that purpose. Each Management Agreement may be
terminated as to a particular Fund without penalty at any time on sixty days'
written notice by (i) the Directors, (ii) a majority vote of the outstanding
voting securities of that Fund, or (iii) the Investment Adviser. The Management
Agreements terminate automatically in the event of assignment.

        The service mark of each Fund and the name "Aetna" have been adopted by
the Company with the permission of Aetna Life and Casualty Company and their
continued use is subject to the right of

                                       23
<PAGE>

Aetna Life and Casualty Company to withdraw this permission in the event the
Investment Adviser or another subsidiary or affiliated corporation of Aetna Life
and Casualty Company should not be the investment adviser of the Funds.

                     THE ADMINISTRATIVE SERVICES AGREEMENT

        Pursuant to the Administrative Services Agreements described below,
ALIAC acts as administrator and provides certain administrative and shareholder
services necessary for Company operations and is responsible for the supervision
of other service providers. The services provided by ALIAC include: (1) internal
accounting services, (2) regulatory compliance, such as reports and filings with
the Commission and state securities commissions, (3) preparing financial
information for proxy statements, (4) preparing semiannual and annual reports to
shareholders, (5) preparing federal, state and local income tax returns, (6)
overseeing the determination and publication of net asset values, (7) certain
shareholder communications, (8) supervision of the custodians and transfer
agent, and (9) reporting to the Directors.

        For its services, each Fund pays ALIAC a monthly fee at an annual rate
based on average net assets as follows: 0.25% on the first $250 million, 0.24%
on the next $250 million, 0.23% on the next $250 million, 0.22% on the next $250
million, 0.20% on the next $1 billion and 0.18% on assets over $2.0 billion. The
Investment Adviser received administrative service fees as follows:

                                 Total         Investment   Net Administrative
                             Administrative     Adviser       Advisory Fees
                             Advisory Fees    Reimbursement       Paid
For Year Ended
December 31, 1992
Money Market Fund            $ 71,800           $ 71,800           $      0
Bond Fund                      73,616             73,616                  0
The Aetna Fund                 69,703             69,703                  0
Growth and Income Fund         36,091             24,157             11,934
International Growth Fund      33,355             25,124              8,231

For Year Ended
December 31, 1993
Money Market Fund            $181,154           $181,154           $      0
Bond Fund                     106,995             42,167             64,828
The Aetna Fund                118,761              8,060            110,701
Growth and Income Fund        106,050                  0            106,050
International Growth Fund      78,613                  0             78,613

For Period Ended
October 31, 1994*
Money Market Fund            $544,857           $544,857           $      0
Government Fund                91,999             90,010              1,989
Bond Fund                     210,162            128,686             81,476
Tax-Free Fund                  96,433             83,178             13,255
The Aetna Fund                569,014            156,406            412,608
Growth and Income Fund        625,998            101,043            524,955
Growth Fund                   121,917             82,976             38,941
Small Company Growth Fund     144,601             73,512             71,089
International Growth Fund     357,374             55,230            302,144
Asian Growth Fund             183,192            111,555             71,637

* In 1994, the Company changed its fiscal year to end on October 31.


                                       24
<PAGE>

Unless terminated earlier, the Administrative Services Agreements remain in
effect from year-to-year if approved annually by a majority of the Directors who
are not "interested persons" as defined in the 1940 Act. It may be terminated by
either party on sixty days' written notice.

                            SUB-ADVISORY AGREEMENTS

        On December 13, 1994, the Directors reapproved sub-advisory agreements
(Sub-advisory Agreements) between the Investment Adviser and the following
sub-advisers: Aeltus Investment Management, Inc. (Aeltus) with respect to the
Tax-Free Fund, the Growth Fund and the Small Company Growth Fund; Aeltus
Investment Management International (F.E.) Limited (Aeltus Far East) with
respect to the Asian Growth Fund; and Dunedin Fund Managers Ltd. (Dunedin) with
respect to the International Growth Fund. The Sub-advisory Agreements remain in
effect from year-to-year if approved annually by a majority vote of the
Directors, including a majority of the Directors who are not "interested
persons," cast in person at a meeting called for that purpose. The Sub-advisory
Agreements may be terminated without penalty at any time on sixty days' written
notice by (i) the Directors, (ii) a majority vote of the outstanding voting
securities of the respective Funds, (iii) the Investment Adviser, or (iv)
Aeltus, Aeltus Far East or Dunedin, respectively. The Sub-advisory Agreements
terminate automatically in the event of their assignment or in the event of the
termination of the Management Agreement.

        Under the Sub-advisory Agreements, each sub-adviser supervises the
investment and reinvestment of cash and securities comprising the assets of the
applicable Funds. The Sub-advisory Agreements also direct the sub-advisers to
(a) determine the securities to be purchased or sold by the Funds, and (b) take
any actions necessary to carry out their investment sub-advisory
responsibilities.

        Each sub-adviser pays the salaries, employment benefits and other
related costs of personnel engaged in providing investment advice including
office space, facilities and equipment.

        As compensation, the Investment Adviser pays the sub-advisers a monthly
fee at an annual rate based on the average daily net assets of each Fund as
follows:

Tax-Free Fund                        Growth Fund
Fee     Assets                       Fee             Assets
0.30%   On first $50 million         0.45%           On first $50 million
0.25%   On next $50 million          0.40%           On next $50 million
0.20%   On excess                    0.30%           On next $50 million
        $100,000 minimum             0.25%           On excess
                                                     $100,000 minimum

Small Company Growth Fund            International Growth Fund
Fee     Assets                       Fee             Assets
0.55%   On first $50 million         0.40%           On first $250 million
0.40%   On next $50 million          0.37%           On next $250 million
0.30%   On next $50 million          0.36%           On next $250 million
0.25%   On excess                    0.35%           On next $1.25 billion
        $100,000 minimum             0.32%           Over $2 billion


                                       25
<PAGE>


                        Asian Growth Fund
                        Fee             Assets
                        0.65%           On first $50 million
                        0.50%           On next $50 million
                        0.40%           On next $50 million
                        0.30%           On excess
                                        $150,000 minimum

        The Investment Adviser has certain obligations under the Sub-advisory
Agreements and retains overall responsibility for monitoring the investment
program maintained by Aeltus, Aeltus Far East and Dunedin for compliance with
applicable laws and regulations and each Funds' respective investment
objectives. The Investment Adviser will also obtain and evaluate data regarding
economic trends in the United States and industries in which the Funds invest
and consult with the Subadvisers on such data and trends. In addition, the
Investment Adviser will consult with and assist the Subadvisers in maintaining
appropriate policies, procedures and records and oversee matters relating to
promotion, marketing materials and reports by the Subadvisers to the Directors.

                                   CUSTODIAN

        Mellon Bank, N.A., One Mellon Bank Center, Pittsburgh, PA, 15258 serves
as custodian for assets of all Funds except the International Growth and Asian
Growth Funds. Brown Brothers Harriman & Company, 40 Water Street, Boston, MA
02109 serves as custodian for assets of the International Growth and Asian
Growth Funds. Neither custodian participates in determining the investment
policies of a Fund or in deciding which securities are purchased or sold by a
Fund. A Fund, however, may invest in obligations of the custodian and may
purchase or sell securities from or to the custodians.

        Regarding portfolio securities which are purchased outside the United
States, Brown Brothers Harriman & Company has entered into sub-custodian
agreements with several foreign banks or clearing agencies which are designed to
comply with Rule 17f-5 under the 1940 Act with respect to portfolio securities
held in custody by foreign banks.

                              INDEPENDENT AUDITORS

        KPMG Peat Marwick LLP, CityPlace II, Hartford, Connecticut 06103-4103
serves as independent auditors to the Funds. KPMG Peat Marwick LLP provides
audit services, assistance and consultation in connection with Commission
filings.

                             PRINCIPAL UNDERWRITER

        ALIAC is the principal underwriter of the Funds pursuant to a contract
(Underwriting Agreement) between it and the Company dated January 1, 1994. The
Underwriting Agreement may be continued annually if approved annually by the
Directors or by a vote of holders of a majority of each Fund's shares, and by a
vote of a majority of the Directors who are not "interested persons", as that
term is defined in the 1940 Act, of ALIAC, and who are not interested persons of
the Company, appearing in person at a meeting called for the purpose of
approving such agreement. This agreement terminates automatically upon
assignment, and may be terminated at any time on sixty (60) days' written notice
by the Directors or ALIAC or by vote of holders of a majority of a Fund's shares
without the payment of any penalty.

        ALIAC is registered as a broker-dealer with the Commission and is a
member of the National Association of Securities Dealers, Inc.

                                       26
<PAGE>

                           DISTRIBUTION ARRANGEMENTS

        Shares of the Company are distributed on a best efforts basis by ALIAC
which may contract with various broker-dealers, including one or more
affiliates, for distribution of shares of the Company. On February 8, 1994,
ALIAC entered into an agreement (Dealer Agreement) with Aetna Investment
Services Inc., an affiliate of ALIAC, to distribute shares of the Company. To
compensate ALIAC for the services it provides Adviser Class shareholders, ALIAC
is paid an annual service fee with respect to Adviser Class shares of the Funds
at the rate of 0.25% (0.10% for the Money Market Fund) of the average daily net
assets of the class pursuant to a Shareholder Services Plan. ALIAC is also paid
an annual distribution fee with respect to Adviser Class shares of the Funds
(other than the Money Market Fund) at the rate of 0.50% of average daily net
assets attributable to those shares under a Distribution Plan adopted by the
Company pursuant to Rule 12b-1 of the 1940 Act to cover expenses primarily
intended to result in the sale of Adviser Class shares.

        For year ended 1993, ALIAC received no payments under the Shareholder
Services Plan or Distribution Plan. For the fiscal period ended October 31,
1994, ALIAC received $229 from Government Fund; $102,308 from Bond Fund;
$104,602from Tax-Free fund; $103,950 from Aetna Fund; $102,402 from Growth and
Income Fund; $545 from Growth Fund; $321 from Small Company Growth Fund;
$104,655 from International Growth Fund; $305 from Asian Growth Fund for
Shareholder Service and Distribution Fees.

        The Shareholder Services Plan and the Distribution Plan (Plans) continue
from year-to-year, provided such continuance is approved annually by vote of the
Directors, including a majority of Directors who are not interested persons of
the Company and who have no direct or indirect financial interest in the
operation of the Plans (Independent Directors). The Distribution Plan may not be
amended to increase the amount to be spent for the services provided by ALIAC
without shareholder approval. All amendments to the Plans must be approved by
the Directors in the manner described above. The Plans may be terminated at any
time, without penalty, by vote of a majority of the independent Directors on not
more than 30 days written notice to any other party to the Plan. Pursuant to the
Plans, ALIAC will provide the Directors periodic reports of amounts expended
under the Plans and the purpose for which such expenditures were made.

                              BROKERAGE ALLOCATION

        Subject to the direction of the Directors, the Investment Adviser and
Subadvisers (Advisers) have responsibility for making a Fund's investment
decisions, for effecting the execution of trades for a Fund's portfolio and for
negotiating any brokerage commissions thereon. It is the Advisers' policy to
obtain "best execution," which means prompt and efficient execution of the
transaction at the best obtainable price with payment of commissions which are
reasonable in relation to the value of the services provided by the broker,
taking into consideration research and other services provided.

        The Advisers receive a variety of brokerage and research services from
brokerage firms in return for the execution by such brokerage firms of trades on
behalf of the Funds. 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 Funds and other investment companies,
services related to the execution of trades in a Fund's securities and advice as
to the valuation of securities, the providing of equipment used to communicate
research information, and specialized consultations with Fund personnel with
respect to computerized systems and data furnished to the Fund as a component of
other research


                                       27
<PAGE>

services. The Advisers consider 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
a Fund's securities and may pay higher commission rates than the lowest
available when it is reasonable to do so in light of the value of the brokerage
and research services received generally or in connection with a particular
transaction.

        The research services provided by a particular broker may be useful only
to one or more of the advisory accounts of ALIAC and its affiliates. Investment
research received for the commission of those other accounts may be useful to
one or more of the Funds and such other accounts.

        Consistent with federal legislation, the Advisers 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
Adviser'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 Adviser's opinion as to
which services and which means of payment are in the long-term best interests of
the Funds. The Funds will not effect any brokerage transactions in portfolio
securities with ALIAC or any affiliate of the Funds or the Investment Adviser
except in accordance with applicable SEC rules. Such transactions will comply
with Rule 17e-1 of the 1940 Act.

        Certain executive officers of the Investment Adviser also have
supervisory responsibility with respect to the securities portfolio of the
Investment Adviser's own general account. Further, the Investment Adviser also
acts as investment adviser to other investment companies registered under the
1940 Act. In placing orders for the purchase and sale of debt securities for a
Fund, the Investment Adviser will normally use its own facilities. A Fund and
another advisory client of the Investment Adviser, or the Investment Adviser
itself, 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 investment objectives of a Fund and the other portfolios,
the relative size of portfolio holdings of the same or comparable securities,
availability of cash for investment by a Fund and the other portfolios, and the
size of the Funds' 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 1992, the following brokerage commissions were paid: $2,916 by the
Bond Fund; $39,090 by The Aetna Fund; $38,678 by the Growth and Income Fund; and
$200,818 by the International Growth Fund. For 1993, the following brokerage
commissions were paid: $3,708 by the Bond Fund; $56,633 by The Aetna Fund;
$58,319 by the Growth and Income Fund; and $277,873 by the International Growth
Fund. For the fiscal period ended October 31, 1994, the following brokerage
commissions were paid: $58,000 for the Tax-Free Fund; $5,112 by the Bond Fund;
$129,278 by The Aetna Fund; $278,919 by the Growth and Income Fund; $96,666 for
the Growth Fund; $122,178 for the Small Company Growth Fund.

                             DESCRIPTION OF SHARES

        The Company's Articles of Incorporation, as amended (Articles) permit
the Directors to cause the Company to issue full and fractional shares of one or
more series, each of which represents a proportionate interest in one Fund equal
to each other share in that Fund. The Directors have the power to divide or
combine the shares of a particular series into a greater or lesser number of
shares without thereby changing the proportional beneficial interest in a Fund.
The Directors also have the


                                       28
<PAGE>

power to subdivide each series into classes of shares having different
attributes so long as each share of each class represents a proportionate
interest in one Fund equal to each other share in that Fund. The Company
currently issues shares in thirteen Series with each Series issuing common stock
classified into two classes, Adviser Class shares and Select Class shares. Each
class of shares has the same rights, privileges and preferences, except with
respect to: (a) the effect of the respective sales charges, if any, for each
class; (b) the distribution and/or service fees borne by each class; (c) the
expenses allocable exclusively to each class; (d) voting rights on matters
exclusively affecting a single class; and (e) the exchange privilege of each
class.

        The Company has obtained a ruling from the Internal Revenue Service
(IRS) with respect to the ten Funds described in this SAI to the effect that
differing distributions among the classes of its shares will not result in the
Fund's dividends or other distributions being regarded as "preferential
dividends" under the Internal Revenue Code of 1986, as amended. Generally, a
preferential dividend is a dividend which a Fund cannot treat as having been
distributed for purposes of determining (i) whether the Fund qualifies as a
regulated investment company (RIC) for federal income tax purposes and (ii) the
Fund's tax calculations. In order to qualify as a RIC, each Fund must satisfy
certain requirements, including an income distribution requirement. If a Fund so
qualifies, it generally will not be subject to federal tax on income timely
distributed to shareholders. The Company is currently seeking a similar ruling
for its three newest Funds.

        Upon liquidation of any Fund, shareholders of the series of shares
representing an interest in that Fund are entitled to share pro rata in the net
assets of the Fund available for distribution to shareholders. Shares of each
Fund are fully paid and nonassessable when issued.

        Nothing in the Articles protects a Director against any liability to
which he or she 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 or her office.

Voting Rights
        Shareholders of each class are entitled to one vote for each full share
held (and fractional votes for fractional shares of each class held) and will
vote on the election of Directors and on other matters submitted to the vote of
shareholders. Generally, shares of the Company will be voted on a Company-wide
basis on all matters except matters affecting only the interests of one Fund or
one class of shares. 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, 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

                                       29
<PAGE>

        Adviser and Select Class shares of the Funds are sold and redeemed at
the net asset value next determined after receipt of a purchase or redemption
order in acceptable form by Firstar Trust Company, the transfer agent for each
Fund. If an order is received by the Company, shares will be priced at the net
asset value next-determined following receipt of the order by the Company.
Occasionally orders may be submitted through a broker. It is the broker's
responsibility to promptly remit orders to the transfer agent and shares will be
purchased as described above. No sales charge or redemption charge is imposed on
Select Class shares. No initial sales charge is imposed at the time of purchase
on Adviser Class shares; however, a contingent deferred sales charge is imposed
on certain redemptions of Adviser Class shares. The value of shares redeemed may
be more or less than the shareholder's cost, depending upon the market value of
the portfolio securities at the time of redemption. Payment for shares redeemed
will be made within seven days after the redemption request is received in
proper form by the transfer agent. Any written request to redeem shares must
bear the signatures of all the registered holders of those shares. The
signatures must be guaranteed by a national or state bank, trust company or a
member of a national securities exchange. The transfer agent will, on request,
explain any additional requirements for shares held in the name of a
corporation, partnership, trustee, guardian or in any other representative
capacity.

        The right to redeem a Fund's shares may be suspended or payment therefor
postponed for any period during which (a) trading on the New York Stock Exchange
(Exchange) is restricted as determined by the Securities and Exchange Commission
(Commission) or such Exchange is closed for other than weekends and holidays;
(b) an emergency exists, as determined by the Commission, as a result of which
(i) disposal by a Fund of securities owned by it is not reasonably practicable,
or (ii) it is not reasonably practicable for a Fund to determine fairly the
value of its net assets; or (c) the Commission by order so permits for the
protection of shareholders of a Fund.

        An open account is automatically set up and maintained for each
shareholder to facilitate the voluntary accumulation of each Fund's shares. The
open account system makes unnecessary the issuance and delivery of stock
certificates, thereby relieving shareholders of the responsibility of
safekeeping. Through the open account system, each shareholder is informed of
his or her holdings after any transaction affecting the number of shares he or
she owns. Share certificates will not be issued.

        There is a $1,000 minimum initial investment for each Fund with a
minimum of $500 for Individual Retirement Accounts. All minimum dollar amount
requirements may be waived for employees and retirees of, and persons associated
with, Aetna, the Systematic Investment feature and payroll deduction programs.

        Checks sent to shareholders who have requested dividends and/or capital
gains distributions to be paid in cash and which are subsequently returned by
the United States Postal Service as not deliverable or which remain uncashed for
six months or more will be reinvested in the Fund and credited to the
shareholder's account at the then current net asset value. Further, subsequent
dividends and distributions will be automatically reinvested in the Fund and
credited to the shareholder's account.

        A Fund reserves the right, if conditions exist which make cash payments
undesirable, to honor any request for redemption or repurchase of a Fund's
shares by making payment, in whole or in part, in securities chosen by that Fund
and valued in the same way as they would be valued for purposes of computing
that Fund's net asset value. If payment is made in securities, a shareholder may
incur transactions costs in converting these securities into cash. The Funds
have elected, however, to be governed by Rule 18f-1 under the 1940 Act so that a
Fund is obligated to redeem its shares solely in cash up to the lesser of
$250,000 or 1% of its net asset value during any 90-day period for any one
shareholder of a Fund.

                                       30
<PAGE>

                                NET ASSET VALUE

        Equity securities of a Fund which are traded on a registered securities
exchange are valued at 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 (including
long-term debt securities) 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.
Short-term debt securities maturing in sixty days or less at the date of
purchase, and all securities in the Money Market Fund, will be valued using the
"amortized cost" method of valuation. This involves valuing an instrument at its
cost and thereafter assuming a constant amortization of premium or increase of
discount. Long-term debt securities 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.

        Options are valued at the mean of the last bid and asked price on the
exchange where the option is primarily 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.

                                   TAX STATUS

        The following is only a summary of certain additional tax considerations
generally affecting each 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 each Fund or its shareholders, and the discussions here and in the
Prospectus are not intended as substitutes for careful tax planning.

Qualification as a Regulated Investment Company

        Each Fund has elected to be taxed as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (Code). As a
regulated investment company, a Fund 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) and at least 90% of its
tax-exempt income (net of expenses allocable thereto) for the taxable year
(Distribution Requirement), and satisfies certain other requirements of the Code
that are described below. Distributions by a 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 (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

                                       31
<PAGE>

foreign currencies (or options, futures or forward contracts thereon) held for
less than three months (Short-Short Gain Test). For purposes of these
calculations, gross income includes tax-exempt income. 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, a 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 a 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 a 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.

        In general, gain or loss recognized by a Fund on the disposition of an
asset will be a capital gain or loss. However, gain recognized on the
disposition of a debt obligation (including municipal obligations) purchased by
a Fund at a market discount (generally, at a price less than its principal
amount) will be treated as ordinary income to the extent of the portion of the
market discount which accrued during the period of time the Fund held the debt
obligation. In addition, under the rules of Code Section 988, gain or loss
recognized on the disposition of a debt obligation denominated in a foreign
currency or an option with respect thereto (but only to the extent attributable
to changes in foreign currency exchange rates), and gain or loss recognized on
the disposition of a foreign currency forward contract, futures contract, option
or similar financial instrument, or of foreign currency itself, except for
regulated futures contracts or non-equity options subject to Code Section 1256
(unless the Fund elects otherwise), will generally be treated as ordinary income
or loss.

        In general, for purposes of determining whether capital gain or loss
recognized by a Fund on the disposition of an asset is long-term or short-term,
the holding period of the asset may be affected if (1) the asset is used to
close a "short sale" (which includes for certain purposes the acquisition of a
put option) or is substantially identical to another asset so used, (2) the
asset is otherwise held by the Fund as part of a "straddle" (which term
generally excludes a situation where the asset is stock and the Fund grants a
qualified covered call option (which, among other things, must not be
deep-in-the-money) with respect thereto) or (3) the asset is stock and the Fund
grants an in-the-money qualified covered call option with respect thereto.
However, for purposes of the Short-Short Gain Test, the holding period of the
asset disposed of may be reduced only in the case of clause (1) above. In
addition, a Fund may be required to defer the recognition of a loss on the
disposition of an asset held as part of a straddle to the extent of any
unrecognized gain on the offsetting position.

        Any gain recognized by a Fund on the lapse of, or any gain or loss
recognized by a Fund from a closing transaction with respect to, an option
written by the Fund will be treated as a short-term capital gain or loss. For
purposes of the Short-Short Gain Test, the holding period of an option written
by a Fund will commence on the date it is written and end on the date it lapses
or the date a closing transaction is entered into. Accordingly, a Fund may be
limited in its ability to write options which expire within three months and to
enter into closing transactions at a gain within three months of the writing of
options.

        Transactions that may be engaged in by a Fund (such as regulated futures
contracts, certain foreign currency contracts, and options on stock indexes and
futures contracts) will be subject to special tax treatment as "Section 1256
contracts." Section 1256 contracts are treated as if they are sold for their
fair market value on the last business day of the taxable year, even though a
taxpayer's obligations (or rights) under such contracts have not terminated (by
delivery, exercise, entering into



                                       32
<PAGE>

a closing transaction or otherwise) as of such date. Any gain or loss recognized
as a consequence of the year-end deemed disposition of Section 1256 contracts is
taken into account for the taxable year together with any other gain or loss
that was previously recognized upon the termination of Section 1256 contracts
during that taxable year. Any capital gain or loss for the taxable year with
respect to Section 1256 contracts (including any capital gain or loss arising as
a consequence of the year-end deemed sale of such contracts) is generally
treated as 60% long-term capital gain or loss and 40% short-term capital gain or
loss. A Fund, however, may elect not to have this special tax treatment apply to
Section 1256 contracts that are part of a "mixed straddle" with other
investments of the Fund that are not Section 1256 contracts. The IRS has held in
several private rulings (and Treasury Regulations now provide) that gains
arising from Section 1256 contracts will be treated for purposes of the
Short-Short Gain Test as being derived from securities held for not less than
three months if the gains arise as a result of a constructive sale under Code
Section 1256.

        A Fund may purchase securities of certain foreign investment funds or
trusts which constitute passive foreign investment companies (PFICs) for federal
income tax purposes. If a Fund invests in a PFIC, it may elect to treat the PFIC
as a qualifying electing fund (QEF) in which event the Fund will each year have
ordinary income equal to its pro rata share of the PFIC's ordinary earnings for
the year and long-term capital gain equal to its pro rata share of the PFIC's
net capital gain for the year, regardless of whether the Fund receives
distributions of any such ordinary earning or capital gain from the PFIC. If a
Fund does not (because it is unable to, chooses not to or otherwise) elect to
treat the PFIC as a QEF, then in general (1) any gain recognized by the Fund
upon sale or other disposition of its interest in the PFIC or any excess
distribution received by the Fund from the PFIC will be allocated ratably over
the Fund's holding period of its interest in the PFIC, (2) the portion of such
gain or excess distribution so allocated to the year in which the gain is
recognized or the excess distribution is received shall be included in the
Fund's gross income for such year as ordinary income (and the distribution of
such portion by the Fund to shareholders will be taxable as an ordinary income
dividend, but such portion will not be subject to tax at the Fund level), (3)
the Fund shall be liable for tax on the portions of such gain or excess
distribution so allocated to prior years in an amount equal to, for each such
prior year, (i) the amount of gain or excess distribution allocated to such
prior year multiplied by the highest tax rate (individual or corporate) in
effect for such prior year plus (ii) interest on the amount determined under
clause (i) for the period from the due date for filing a return for such prior
year until the date for filing a return for the year in which the gain is
recognized or the excess distribution is received at the rates and methods
applicable to underpayments of tax for such period, and (4) the distribution by
the Fund to shareholders of the portions of such gain or excess distribution so
allocated to prior years (net of the tax payable by the Fund thereon) will again
be taxable to the shareholders as an ordinary income dividend.

        Under recently proposed Treasury regulations a Fund can elect to
recognize as gain the excess, as of the last day of its taxable year, of the
fair market value of each share of PFIC stock over the Fund's adjusted tax basis
in that share ("mark to market gain"). Such mark to market gain will be included
by the Fund as ordinary income, such gain will not be subject to the Short-Short
Gain Test, and the Fund's holding period with respect to such PFIC stock
commences on the first day of the next taxable year. If a Fund makes such
election in the first taxable year it holds PFIC stock, the Fund will include
ordinary income from any mark to market gain, if any, and will not incur the tax
described in the previous paragraph.

        Treasury regulations permit a regulated investment company, in
determining its investment company taxable income and net capital gain (i.e.,
the excess of net long-term capital gain over net short-term capital loss) for
any taxable year, to elect (unless it has made a taxable year election for
excise tax purposes as discussed below) to treat all or any part of any net
capital loss, any net long-term capital loss or any net foreign currency loss
incurred after October 31 as if it had been incurred in the succeeding year.

                                       33
<PAGE>

        In addition to satisfying the requirements described above, each 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 a 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 or guaranteed by agencies or 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.

        If for any taxable year a 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.


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 (taxable year election)). Tax-exempt
interest on municipal obligations is not subject to the excise tax.) 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 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).

        Each 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 a Fund may in certain circumstances be


                                       34
<PAGE>

required to liquidate portfolio investments to make sufficient distributions to
avoid excise tax liability.

Fund Distributions

        Each Fund anticipates distributing substantially all of its investment
company taxable income for each taxable year. Depending on a Fund's
investment's, distributions by a Fund may be treated as a net capital gain
dividend, an ordinary income dividend, a U. S. Government interest dividend, a
qualifying dividend, or an exempt interest dividend. Dividends paid on Select
Class and Advisor Class shares are calculated at the same time and in the same
manner. In general, dividends on Advisor Class shares are expected to be lower
than those on Select Class shares due to the higher distribution expenses borne
by the Advisor Class shares. Dividends may also differ between classes as a
result of differences in other class specific expenses.

        Each Fund may either retain or distribute to shareholders its net
capital gain for each taxable year. Each Fund currently intends to distribute
any such amounts. If net capital gain is distributed and designated as a capital
gain dividend, it will be taxable to shareholders as long-term capital gain,
regardless of the length of time the shareholder has held his shares or whether
such gain was recognized by the Fund prior to the date on which the shareholder
acquired his shares. The Code provides, however, that under certain conditions
only 50% of the capital gain recognized upon the Fund's disposition of domestic
"small business" stock will be subject to tax.

        Conversely, if a 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. If 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.

        The Tax-Free Fund intends to qualify to pay exempt-interest dividends by
satisfying the requirement that at the close of each quarter of the Tax-Free
Fund's taxable year at least 50% of the Tax-Free Fund's total assets consists of
tax-exempt municipal obligations. Distributions from the Tax-Free Fund will
constitute exempt-interest dividends to the extent of the Tax-Free Fund's
tax-exempt interest income (net of expenses and amortized bond premium).
Exempt-interest dividends distributed to shareholders of the Tax-Free Fund are
excluded from gross income for federal income tax purposes. However,
shareholders required to file a federal income tax return will be required to
report the receipt of exempt-interest dividends on their returns. Moreover,
while exempt-interest dividends are excluded from gross income for federal
income tax purposes, they may be subject to alternative minimum tax (AMT) in
certain circumstances and may have other collateral tax consequences as
discussed below. Distributions by the Tax-Free Fund of any investment company
taxable income or of any net capital gain will be taxable to shareholders as
discussed above.

        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. Exempt-interest dividends derived from certain "private activity"
municipal obligations issued after August 7, 1986 will generally constitute an
item


                                       35
<PAGE>

of tax preference includable in AMTI for both corporate and noncorporate
taxpayers. In addition, exempt-interest dividends derived from all municipal
obligations, regardless of the date of issue, must be included in 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.

        Exempt-interest dividends must be taken into account in computing the
portion, if any, of social security or railroad retirement benefits that must be
included in an individual shareholder's gross income and subject to federal
income tax. Further, a shareholder of the Tax-Free Fund is denied a deduction
for interest on indebtedness incurred or continued to purchase or carry shares
of the Tax-Free Fund. Moreover, a shareholder who is (or is related to) a
"substantial user" of a facility financed by industrial development bonds held
by the Tax-Free Fund will likely be subject to tax on dividends paid by the
Tax-Free Fund which are derived from interest on such bonds. Receipt of
exempt-interest dividends may result in other collateral federal income tax
consequences to certain taxpayers, including financial institutions, property
and casualty insurance companies and foreign corporations engaged in a trade or
business in the United States. Prospective investors should consult their own
tax advisers as to such consequences.

        Ordinary income dividends paid by a Fund with respect to a taxable year
will qualify for the 70% 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 a Fund from domestic corporations for the taxable year.
Generally, substantially all of the dividends paid by the Growth and Income
Fund, and, to a lesser degree, by the Aetna Fund, the Growth Fund, and the Small
Company Growth Fund, will qualify for the 70% dividends-received deduction. A
dividend received by a 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 (1) if the corporate
shareholder fails to satisfy the foregoing requirements with respect to its
shares of the Fund or (2) by application of Code Section 246(b) which in general
limits the dividends-received deduction to 70% of the shareholder's taxable
income (determined without regard to the dividends-received deduction and
certain other items).

        For purposes of the corporate AMT and the environmental superfund 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 a 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.

                                       36
<PAGE>

        Investment income that may be received by a 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 a 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 a Fund's assets to be invested in various countries is not known.
The International Growth Fund and the Asian Growth Fund anticipate investing
substantially in foreign securities. If more than 50% of the value of a Fund's
total assets at the close of its taxable year consist of the stock or securities
of foreign corporations, the Fund may elect to "pass through" to the Fund
shareholders the amount of foreign taxes paid by the Fund. If the Fund so
elects, each shareholder would be required to include in gross income, even
though not actually received, his pro rata share of the foreign taxes paid by
the Fund, but would be treated as having paid his pro rata share of such foreign
taxes and would therefore be allowed to either deduct such amount in computing
taxable income or use such amount (subject to various Code limitations) as a
foreign tax credit against federal income tax (but not both). For purposes of
the foreign tax credit limitation rules of the Code, each shareholder would
treat as foreign source income his pro rata share of such foreign taxes plus the
portion of dividends received from a Fund representing income derived from
foreign sources. No deduction for foreign taxes could be claimed by an
individual shareholder who does not itemize deductions. Each shareholder should
consult his own tax adviser regarding the potential application of foreign tax
credits.

        Distributions by a Fund that do not constitute ordinary income
dividends, exempt-interest 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 by a Fund will be treated in the manner described above
regardless of whether such distributions are paid in cash or reinvested in
additional shares of the Fund (or of another fund). 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 a 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 a 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 a 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.

        Each Fund will be required in certain cases to withhold and remit to the
U.S. Treasury 31% of ordinary income dividends and capital gain dividends, and
the proceeds of redemption of shares, paid to any shareholder (1) who has
provided either an incorrect tax identification number or no number at all, (2)
who is subject to backup withholding by the IRS for failure to report the
receipt of interest or dividend income properly, or (3) who has failed to
certify to the Fund that it is not subject to backup withholding or that it is a
corporation or other "exempt recipient."

Sale or Redemption of Shares

                                       37
<PAGE>

        The Money Market Fund seeks to maintain a stable net asset value of
$1.00 per share; however, there can be no assurance that the Money Market Fund
will do this. In such a case, and in the case of all other Funds (including the
Tax-Free Fund), a shareholder will recognize gain or loss on the sale or
redemption of shares of a 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 (even if the gain is attributable to a dividend that would otherwise
be received tax-free by the shareholder). 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 a 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 for six
months or less will be disallowed to the extent of the amount of exempt-interest
dividends received on such shares and (to the extent not disallowed) will be
treated as a long-term capital loss to the extent of the amount of capital gain
dividends received on such shares. For this purpose, the special holding period
rules of Code Section 246(c)(3) and (4) (discussed above in connection with the
dividends-received deduction for corporations) generally will apply in
determining the holding period of shares. Long-term capital gains of
noncorporate taxpayers are currently taxed at a maximum rate 11.6% lower than
the maximum rate applicable to ordinary income. Capital losses in any year are
deductible only to the extent of capital gains plus, in the case of a
noncorporate taxpayer, $3,000 of ordinary income.

Foreign Shareholders

        Taxation of a shareholder who, as to the United States, is a nonresident
alien individual, foreign trust or estate, foreign corporation, or foreign
partnership (foreign shareholder), depends on whether the income from a Fund is
"effectively connected" with a U.S. trade or business carried on by such
shareholder.

        If the income from a Fund is not effectively connected with a U.S. trade
or business carried on by a foreign shareholder, ordinary income dividends paid
to a foreign shareholder will be subject to U.S. withholding tax at the rate of
30% (or lower treaty rate) upon the gross amount of the dividend. Furthermore,
such a foreign shareholder may be subject to U.S. withholding tax at the rate of
30% (or lower treaty rate) on the gross income resulting from the Fund's
election to treat any foreign taxes paid by it as paid by its shareholders, but
may not be allowed a deduction against this gross income or a credit against
this U.S. withholding tax for the foreign shareholder's pro rata share of such
foreign taxes which it is treated as having paid. Such a foreign shareholder
would generally be exempt from U.S. federal income tax on gains realized on the
sale of shares of the Fund, capital gain dividends and exempt-interest dividends
and amounts retained by the Fund that are designated as undistributed capital
gains.

        If the income from a Fund is effectively connected with a U.S. trade or
business carried on by a foreign shareholder, then ordinary income dividends,
capital gain dividends, and any gains realized upon the sale of shares of the
Fund will be subject to U.S. federal income tax at the rates applicable to U.S.
citizens or domestic corporations.

        In the case of foreign noncorporate shareholders, a Fund may be required
to withhold U.S. federal income tax at a rate of 31% on distributions that are
otherwise exempt from withholding tax (or taxable at a reduced treaty rate)
unless such shareholders furnish the Fund with proper notification of its
foreign status.

                                       38
<PAGE>

        The tax consequences to a foreign shareholder entitled to claim the
benefits of an applicable tax treaty may be different from those described
herein. Foreign shareholders are urged to consult their own tax advisers with
respect to the particular tax consequences to them of an investment in a Fund,
including the applicability of foreign taxes.

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,
exempt-interest 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 a Fund.

                            PERFORMANCE INFORMATION

        Performance information for each class of shares of the Funds including
the yield and effective yield of the Money Market Fund, the yield of the
remaining Funds, and the total return of all Funds, may appear in reports or
promotional literature to current or prospective shareholders.

Money Market Fund Yields

        Current yield for the Money Market Fund will be computed by determining
the net change, exclusive of capital changes, at the beginning of a seven-day
period in the value of a hypothetical investment, subtracting any deductions
from shareholder accounts, and dividing the difference by the value of the
hypothetical investment at the beginning of the base period to obtain the base
period return. This base period return is then multiplied by (365/7) with the
resulting yield figure carried to at least the nearest hundredth of one percent.
Calculation of "effective yield" begins with the same "base period return" used
in the calculation of yield, which is then annualized to reflect weekly
compounding pursuant to the following formula:
                                                        365/7
             Effective Yield = [(Base Period Return + 1)     ] - 1

        The yield and effective yield for the Money Market Fund for the seven
days ended October 31, 1994 were 4.88% and 5.01%, respectively.

30-Day Yield for Non-Money Market Funds

        Quotations of yield for the remaining Funds will be based on all
investment income per share earned during a particular 30-day period, less
expenses accrued during the period ("net investment income"), and will be
computed by dividing net investment income by the value of a share on the last
day of the period, according to the following formula:

                                                   6
                           YIELD = 2[((a-b/cd) + 1)  - 1]

Where:  a = dividends and interest earned during the period
        b = the expenses accrued for the period (net of reimbursements)
        c = the average daily number of shares outstanding during the period

                                       39
<PAGE>

        d = the maximum offering price per share on the last day of the period

        The yield for the Bond Fund for the 30-day period ended October 31, 1994
was 6.85% for the Select Class, and 6.06% for the Adviser Class.

Average Annual Total Return for Non-Money Market Funds

        Quotations of average annual total return for any Fund will be expressed
in terms of the average annual compounded rate of return of a hypothetical
investment in a Fund over a period of one, five and ten years (or, if less, up
to the life of the Fund), calculated pursuant to the formula:

                                        n
                                P(1 + T)  = ERV

Where:      P   = a hypothetical initial payment of $1,000
            T   = an average annual total return
            n   = the number of years
            ERV = the ending redeemable value of a hypothetical $1,000 payment
                  made at the beginning of the 1, 5, or 10 year period at the
                  end of the 1, 5, or 10 year period (or fractional portion
                  thereof)

        Performance information for a Fund may be compared, in reports and
promotional literature, to: (i) the Standard & Poor's 500 Stock Index (S&P 500),
Shearson Lehman Aggregate Bond Index, Dow Jones Industrial Average (DJIA),
Donoghue Money Market Averages, Russell 2000 or other indices that measure
performance of a pertinent group of securities widely regarded by investors as
representative of the securities markets in general; (ii) other groups of
investment companies tracked by Lipper Analytical Services, a widely used
independent research firm which ranks mutual funds and other investment
companies by overall performance, investment objectives, and assets, or tracked
by other services, companies, publications, or persons who rank such investment
companies on overall performance of other criteria; (iii) the Consumer Price
Index (measure for inflation) to assess the real rate of return from an
investment in a Fund; (iv) the Morgan Stanley Capital International Europe,
Australia, Far East (EAFE) Index and (v) the Morgan Stanley Capital
International Far East Free (FEF ex. Japan) Index.

        The Funds may also from time to time include in such advertising a total
return figure that is not calculated according to the formula set forth above in
order to compare more accurately the performance of a Fund with other measures
of investment return. For example: Unmanaged indices may assume the reinvestment
of dividends but generally do not reflect deductions for administrative and
management costs and expenses.


                                       40
<PAGE>

Total Return Quotations
Select Class

        Assumptions:
* The 1 year figures are based on an initial $1,000 purchase made January 1,
1994 and redeemed on October 31, 1994. * The 5 year figures are based on an
initial $1,000 purchase made January 1, 1992 (effective date of Funds) and
redeemed on October 31, 1994.


                                              1 Year                    5 Years
         Money Market                         3.33%                      3.74%
         Bond                                (3.31)%                     4.82%
         The Aetna Fund                      (0.42)%                     4.15%
         Growth and Income                    1.40%                      5.54%
         International Growth                 3.49%                      6.74%



Assumption:
* The 1 year figures are based on an initial $1,000 purchase made January 1,
1994 (effective date of Funds) and redeemed on October 31, 1994.


                                                1 Year
         Government                            (2.37)%
         Tax-Free                              (6.95)%
         Growth                                 7.70%
         Small Company Growth                   3.90%
         Asian Growth                          (5.10)%


        Assumption:
* The 1 year figures are based on an initial $1,000 purchase made April 15, 1994
(effective date of Adviser Class shares) and redeemed on October 31, 1994.

                                                1 Year
         Money Market                            3.20%
         Government                             (1.06)%
         Bond                                   (1.68)%
         Tax-Free                               (2.30)%
         The Aetna Fund                          0.82%
         Growth and Income                       2.67%
         Growth                                  3.54%
         Small Company Growth                   (0.03)%
         International Growth                    1.38%
         Asian Growth                            9.41%



All figures are based on actual investment performance. Performance figures for
the Adviser Class shares reflect the deduction of the maximum contingent
deferred sales charge of 1% assuming shares were redeemed at the end of the
period.

                                       41
<PAGE>


        From time to time sales materials and advertisements may include
discussions which compare the cost of borrowing a specific amount of money at a
given loan rate over a set period of time to the cost of a monthly investment
program, over the same time period, which earns the same rate of return. The
comparison may involve historical rates of return on a given index, or may
involve performance of any of the Funds. In addition, the value of a college
education may be expressed in sales and advertising materials as a comparison of
salaries between college graduates and non-college graduates.


                      THE AETNA WAY INVESTMENT PHILOSOPHY

        The Investment Adviser believes that the best way for most individual
investors to achieve consistent investment results and to outperform inflation
is to rigorously apply time-tested principles of conservative investing. These
include a well-diversified portfolio that balances risk and return and a
long-term view of security markets. We consider this "The Aetna Way" of
investing.


                              INDEPENDENT AUDITORS

        The financial statements and financial highlights of Aetna Series Fund,
Inc. as of October 31, 1994 and for each of the years in the two-year period
ended December 31, 1993 and the ten-month period ended October 31, 1994, are
included herein and elsewhere in the registration statement in reliance upon the
report of KPMG Peat Marwick LLP, independent auditors, and upon the authority of
said firm as experts in accounting and auditing.


                                       42

<PAGE>
<TABLE>
<CAPTION>
           Aetna Series Fund, Inc.            Money Market Fund Government Fund
Assets:                                      
<S>                                                <C>             <C>
Investments, at market value (Note 1)........      $206,636,828    $26,001,654 
Cash.........................................               752            656 
Receivable for: Dividends and interest.......           764,881        274,011 
 Investments sold............................                 0              0 
 Fund shares sold............................         2,218,521              0 
                                              ----------------- ---------------
Total receivables............................         2,983,402        274,011 
Deferred organizational expenses.............            25,747              0 
                                              ----------------- ---------------
Total assets.................................       209,646,729     26,276,321 
                                              ----------------- ---------------
Liabilities:                                 
Payable for: Investments purchased...........                 0              0 
 Fund shares redeemed........................           490,907            158 
 Other liabilities...........................            48,947         15,692 
                                              ----------------- ---------------
Total liabilities............................           539,854         15,850 
                                              ----------------- ---------------
NET ASSETS applicable to outstanding                                           
fund shares..................................      $209,106,875    $26,260,471 
                                              ================= ===============
Net assets represented by:                   
Capital stock................................          $209,107         $2,790 
Additional paid-in capital...................       208,897,768     27,560,689 
                                              ----------------- ---------------
                                                    209,106,875     27,563,479 
Unrealized gain (loss) on investments........                 0     (1,140,801)
Undistributed net investment income..........                 0        108,685 
Accumulated net realized gain (loss) on                                        
investments..................................                 0       (270,892)
                                              ----------------- ---------------
Total - representing net assets applicable to                                  
outstanding fund shares......................      $209,106,875    $26,260,471 
                                              ================= ===============
Capital Shares, $.001 par value              
Select Class: Outstanding....................       161,756,379      2,774,007 
Net Assets...................................      $161,756,379    $26,109,899 
Net Asset Value per share....................             $1.00          $9.41 
Adviser Class: Outstanding...................        47,350,496         16,003 
Net Assets...................................       $47,350,496       $150,572 
Net Asset Value per share....................             $1.00          $9.41 
Cost of Investments..........................      $206,636,828    $27,142,455 

</TABLE>
Statements of Assets and Liabilities
October 31, 1994
See Notes to Financial Statements.
43

<PAGE>
<TABLE>
<CAPTION>
 Bond Fund   Tax-Free Fund The Aetna Fund
<S>           <C>           <C>          
$50,837,696   $26,597,750   $102,959,340 
    108,495           936            497 
    885,009       542,686        487,617 
  2,712,287             0      2,488,980 
      8,464             0         59,357 
- ------------ ------------- --------------
  3,605,760       542,686      3,035,954 
     25,747             0         25,747 
- ------------ ------------- --------------
 54,577,698    27,141,372    106,021,538 
- ------------ ------------- --------------
  1,498,875             0      3,037,773 
     40,235        59,403        198,234 
     49,352        36,307        123,336 
- ------------ ------------- --------------
  1,588,462        95,710      3,359,343 
- ------------ ------------- --------------
$52,989,236   $27,045,662   $102,662,195 
============ ============= ==============
     $5,530        $3,014         $9,645 
 55,531,752    29,401,183    100,511,852 
- ------------ ------------- --------------
 55,537,282    29,404,197    100,521,497 
 (1,609,347)   (1,867,568)     2,614,894 
     54,057        16,599        973,633 
   (992,756)     (507,566)    (1,447,829)
- ------------ ------------- --------------
$52,989,236   $27,045,662   $102,662,195 
============ ============= ==============
  2,879,421       163,041      7,159,113 
$27,584,028    $1,464,577    $76,266,505 
      $9.58         $8.98         $10.65 
  2,650,978     2,851,067      2,485,397 
$25,405,208   $25,581,085    $26,395,690 
      $9.58         $8.97         $10.62 
$52,447,043   $28,465,318   $100,344,446 
</TABLE>
                                               Aetna Mutual Funds Annual Report
                                                                             44

<PAGE>
<TABLE>
<CAPTION>
          Aetna Series Fund, Inc.          Growth and Income Fund Growth Fund 
<S>                                                 <C>           <C>
Assets:                                   
Investments, at market value (Note 1).....          $306,028,411  $27,953,490 
Cash......................................                   672          440 
Cash denominated in foreign currencies....                     0            0 
Receivable for: Dividends and interest....               319,418       36,010 
 Investments sold.........................             5,731,138    1,089,194 
 Fund shares sold.........................                73,995       49,422 
 Recoverable taxes........................                     0            0 
 Variation margin                                                             
(Note 7)..................................                53,170            0 
 Forward foreign currency                                                     
exchange contracts                                                            
(Note 7)..................................                     0            0 
                                           ---------------------- ------------
Total receivables.........................             6,177,721    1,174,626 
Deferred organizational expenses..........                25,747            0 
                                           ---------------------- ------------
Total assets..............................           312,232,551   29,128,556 
                                           ---------------------- ------------
Liabilities:                              
Payable for: Investments purchased........             4,842,793    1,166,370 
 Fund shares redeemed.....................               124,372            0 
 Forward foreign currency                                                     
exchange contracts                                                            
(Note 7)..................................                     0            0 
 Other liabilities........................               165,484       27,720 
Deferred premiums on written options, at                                      
market value (Note 5).....................                     0      329,469 
                                           ---------------------- ------------
Total liabilities.........................             5,132,649    1,523,559 
                                           ---------------------- ------------
NET ASSETS applicable to outstanding                                          
fund shares...............................          $307,099,902  $27,604,997 
                                           ====================== ============
Net assets represented by:                
Capital stock.............................               $27,652       $2,560 
Additional paid-in capital................           298,558,488   26,218,497 
                                           ---------------------- ------------
                                                     298,586,140   26,221,057 
Unrealized gain (loss) on investments and                                     
foreign currency transactions.............            10,174,978    1,193,732 
Undistributed net investment income.......               603,617      207,053 
Accumulated net realized gain (loss) on                                       
investments...............................            (2,264,833)     (16,845)
                                           ---------------------- ------------
Total - representing net assets applicable                                    
to outstanding fund shares................          $307,099,902  $27,604,997 
                                           ====================== ============
Capital Shares, $.001 par value           
Select Class: Outstanding.................            27,133,462    2,521,579 
Net Assets................................          $301,360,039  $27,188,261 
Net Asset Value per share.................                $11.11       $10.78 
Adviser Class: Outstanding................               518,198       38,808 
Net Assets................................            $5,739,863     $416,736 
Net Asset Value per share.................                $11.08       $10.74 
Cost of Investments.......................          $295,906,603  $26,658,933 
</TABLE>
Statements of Assets and Liabilities
October 31, 1994
See Notes to Financial Statements.
45
<PAGE>
<TABLE>
<CAPTION>
Small Company Growth Fund International Growth Fund Asian Growth Fund
              <S>                       <C>              <C>          
              $26,040,231               $58,662,111      $29,245,895 
                    2,833                        23              866 
                        0                         0          577,156 
                   12,847                   185,617           88,016 
                1,590,685                   586,387          826,688 
                        0                    50,895              826 
                        0                    75,575                0 
                        0                         0                0 
                        0                 9,800,000                0 
- ------------------------- ------------------------- -----------------
                1,603,532                10,698,474          915,530 
                        0                    25,746                0 
- ------------------------- ------------------------- -----------------
               27,646,596                69,386,354       30,739,447 
- ------------------------- ------------------------- -----------------
                                                                     
                1,532,487                 1,144,689          999,582 
                        0                        13                0 
                        0                10,025,231                0 
                   30,678                    90,397           39,529 
                        0                         0                0 
- ------------------------- ------------------------- -----------------
                1,563,165                11,260,330        1,039,111 
- ------------------------- ------------------------- -----------------
              $26,083,431               $58,126,024      $29,700,336 
========================= ========================= =================
                   $2,510                    $5,038           $3,131 
               25,529,909                50,531,304       27,857,983 
- ------------------------- ------------------------- -----------------
               25,532,419                50,536,342       27,861,114 
                1,479,455                 3,050,018        2,026,393 
                   36,675                 1,795,158          101,618 
                (965,118)                 2,744,506         (288,789)
- ------------------------- ------------------------- -----------------
              $26,083,431               $58,126,024      $29,700,336 
========================= ========================= =================
                2,490,544                 2,723,159        3,098,026 
              $25,878,721               $31,478,842      $29,385,839 
                   $10.39                    $11.56            $9.49 
                   19,787                 2,314,960           33,230 
                 $204,710               $26,647,182         $314,497 
                   $10.35                    $11.51            $9.46 
              $24,560,776               $55,397,816      $27,220,963 
</TABLE>

                                               Aetna Mutual Funds Annual Report
                                                                             46
<PAGE>
<TABLE>
<CAPTION>

            Aetna Series Fund, Inc.             Money Market Fund Government Fund
<S>                                                    <C>            <C>        
Investment income: (Note 1)                                                      
Dividends (net of foreign taxes                                                  
withheld of $15,364 in The                                                       
Aetna Fund)....................................               $0              $0 
Interest.......................................        5,839,361       1,051,240 
                                                ----------------- ---------------
Total investment income........................        5,839,361       1,051,240 
Investment expenses: (Notes 2 and 3)                                              
Investment advisory fee........................          544,857          91,999 
Administrative service fee.....................          340,536          46,000 
12b-1 and service fees.........................           17,959             229 
Other expenses.................................          273,986          76,307 
                                                ----------------- ---------------
Expenses before reimbursement                                                    
and waiver from Adviser........................        1,177,338         214,535 
Expense reimbursement and                                                        
waiver from Adviser............................         (909,203)       (138,545)
                                                ----------------- ---------------
Total investment expenses......................          268,135          75,990 
                                                ----------------- ---------------
Net investment income..........................        5,571,226         975,250 
                                                ----------------- ---------------
Realized and unrealized gain (loss)                                              
on investments: (Notes 1, 4 and 5)                                               
Realized gain (loss) on sales of                                                 
investments (excluding short-term investments):                                  
Proceeds from sales............................                0       7,331,513 
Cost of investments sold.......................                0       7,630,339 
                                                ----------------- ---------------
                                                               0        (298,826)
Realized gain (loss) on written                                                  
options........................................                0               0 
                                                ----------------- ---------------
Net realized gain (loss) on                                                      
investments....................................                0        (298,826)
Unrealized gain (loss) on                                                        
investments                                                                      
Beginning of period............................                0               0 
End of period..................................                0      (1,140,801)
                                                ----------------- ---------------
                                                               0      (1,140,801)
Net realized and unrealized gain                                                 
(loss) on investments..........................                0      (1,439,627)
                                                ----------------- ---------------
Increase (decrease) in net assets                                                
resulting from operations......................       $5,571,226       $(464,377)
                                                ================= ===============
</TABLE>

Statements of Operations

Ten-month period ended October 31, 1994
See Notes to Financial Statements.
47
<PAGE>
<TABLE>
<CAPTION>
  Bond Fund   Tax-Free Fund The Aetna Fund
   <S>           <C>           <C>        
    $111,966            $0     $1,055,428 
   2,813,748     1,036,452      1,811,322 
- ------------- ------------- --------------
   2,925,714     1,036,452      2,866,750 
     210,162        96,433        569,014 
     105,128        48,217        177,792 
     102,308       104,602        103,950 
     129,572        75,724        190,963 
- ------------- ------------- --------------
     547,170       324,976      1,041,719 
    (128,686)     (130,489)      (156,406)
- ------------- ------------- --------------
     418,484       194,487        885,313 
- ------------- ------------- --------------
   2,507,230       841,965      1,981,437 
- ------------- ------------- --------------
  24,333,222     6,408,990     66,778,263 
  25,216,010     6,916,556     68,213,735 
- ------------- ------------- --------------
    (882,788)     (507,566)    (1,435,472)
           0             0        632,743 
- ------------- ------------- --------------
    (882,788)     (507,566)      (802,729)
   1,792,202             0      3,870,569 
  (1,609,347)   (1,867,568)     2,614,894 
- ------------- ------------- --------------
  (3,401,549)   (1,867,568)    (1,255,675)
  (4,284,337)   (2,375,134)    (2,058,404)
- ------------- ------------- --------------
 $(1,777,107)  $(1,533,169)      $(76,967)
============= ============= ==============
</TABLE>
                                               Aetna Mutual Funds Annual Report
                                                                             48
<PAGE>
<TABLE>
<CAPTION>
            Aetna Series Fund, Inc.             Growth and Income Fund Growth Fund 
<S>                                                        <C>            <C>      
Investment income: (Note 1)                                                        
Dividends*.....................................            $1,972,381     $287,741 
Interest.......................................               440,846       65,120 
                                                ---------------------- ------------
Total investment income........................             2,413,227      352,861 
Investment expenses: (Notes 2 and 3)                                               
Investment advisory fee........................               625,998      121,917 
Administrative service fee.....................               223,571       43,542 
12b-1 and service fees.........................               102,402          545 
Other expenses.................................               170,540       83,223 
                                                ---------------------- ------------
Expenses before reimbursement and                                                  
waiver from Adviser............................             1,122,511      249,227 
Expense reimbursement and waiver                                                   
from Adviser...................................              (101,043)     (87,583)
                                                ---------------------- ------------
Total investment expenses......................             1,021,468      161,644 
                                                ---------------------- ------------
Net investment income..........................             1,391,759      191,217 
                                                ---------------------- ------------
Realized and unrealized gain (loss)                                                
on investments: (Notes 1, 4, 5 and 7)                                              
Realized gain (loss) on sales of                                      
investments (excluding short-term investments):                       
Proceeds from sales............................            58,873,474   24,532,825 
Cost of investments sold.......................            60,793,131   24,614,896 
                                                ---------------------- ------------
                                                           (1,919,657)     (82,071)
Realized gain (loss) on written                                                    
options........................................               441,049       88,437 
Realized gain (loss) on futures and                                                
forward currency contracts.....................                     0       (7,375)
Realized gain (loss) on foreign                                                    
currency related transactions..................                     0            0 
                                                ---------------------- ------------
Net realized gain (loss) on                                                        
investments....................................            (1,478,608)      (1,009)
Unrealized gain (loss) on                                             
investments                                                           
Beginning of period............................             4,240,490            0 
End of period..................................            10,121,808    1,193,732 
                                                ---------------------- ------------
                                                            5,881,318    1,193,732 
Unrealized gain (loss) on futures                                                  
and forward currency contracts.................                53,170            0 
Unrealized gain (loss) on foreign                                                  
currency related transactions..................                     0            0 
                                                ---------------------- ------------
Net unrealized gain (loss) on                                                      
investments....................................             5,934,488    1,193,732 
                                                ---------------------- ------------
Net realized and unrealized gain                                                   
(loss) on investments..........................             4,455,880    1,192,723 
                                                ---------------------- ------------
Increase (decrease) in net assets                                                  
resulting from operations......................            $5,847,639   $1,383,940 
                                                ====================== ============
</TABLE>
*Amounts are net of foreign taxes withheld of $22,846 in The Growth and Income
Fund, $1,897 in The Growth Fund, $142,109 in The International Growth Fund, and
$23,731 in The Asian Growth Fund.
Statements of Operations

Ten-month period ended October 31, 1994
See Notes to Financial Statements.
49
<PAGE>
<TABLE>
<CAPTION>
Small Company Growth Fund International Growth Fund Asian Growth Fund
<S>             <C>                       <C>               <C>      
                $139,235                  $846,020          $316,724 
                  92,522                   102,225            76,404 
- ------------------------- ------------------------- -----------------
                 231,757                   948,245           393,128 
                 144,601                   357,374           183,192 
                  42,530                   105,110            45,798 
                     321                   104,655               305 
                  82,255                   232,950           133,328 
- ------------------------- ------------------------- -----------------
                 269,707                   800,089           362,623 
                 (73,512)                  (55,230)         (111,555)
- ------------------------- ------------------------- -----------------
                 196,195                   744,859           251,068 
- ------------------------- ------------------------- -----------------
                  35,562                   203,386           142,060 
- ------------------------- ------------------------- -----------------
              22,425,880                38,557,449        14,220,567 
              23,389,885                34,441,009        14,509,355 
- ------------------------- ------------------------- -----------------
                (964,005)                4,116,440          (288,788)
                       0                         0                 0 
                       0                  (315,272)                0 
                       0                   (87,098)          (40,443)
- ------------------------- ------------------------- -----------------
                (964,005)                3,714,070          (329,231)
                       0                 5,327,835                 0 
               1,479,455                 3,264,295         2,024,932 
- ------------------------- ------------------------- -----------------
               1,479,455                (2,063,540)        2,024,932 
                       0                  (225,231)                0 
                       0                    10,954             1,461 
- ------------------------- ------------------------- -----------------
               1,479,455                (2,277,817)        2,026,393 
- ------------------------- ------------------------- -----------------
                 515,450                 1,436,253         1,697,162 
- ------------------------- ------------------------- -----------------
                $551,012                $1,639,639        $1,839,222 
========================= ========================= =================
</TABLE>

                                               Aetna Mutual Funds Annual Report
                                                                             50

<PAGE>
<TABLE>
<CAPTION>
        Aetna Series Fund, Inc.                Money Market Fund       Government Fund
                                              Ten-month                    Ten-month  
                                             period ended   Year ended   period ended 
                                             October 31,   December 31,   October 31, 
                                                 1994          1993          1994     
                                            -------------- ------------- -------------
<S>                                            <C>           <C>             <C>      
From Operations:                           
Net investment income......................    $5,571,226    $2,421,246      $975,250 
Net realized gain (loss) on investments....             0           271      (298,826)
Net unrealized gain (loss) on                                                         
investments................................             0             0    (1,140,801)
                                            -------------- ------------- -------------
Increase (decrease) in net assets resulting                                           
from operations............................     5,571,226     2,421,517      (464,377)
                                            -------------- ------------- -------------
From Distributions to Shareholders: (Note 1)              
Select Class:                              
Dividends to shareholders from net                                                    
investment income..........................    (4,776,403)   (2,421,246)     (836,799)
Dividends in excess of net investment                                                 
income.....................................             0          (271)            0 
Distributions to shareholders from                                                    
realized gain on investments...............             0             0             0 
Return of capital distributions............             0             0             0 
Adviser Class:                                                                        
Dividends to shareholders from net                                                    
investment income..........................      (794,823)            0        (1,832)
Dividends in excess of net investment                                                 
income.....................................             0             0             0 
Distributions to shareholders from                                                    
realized gain on investments...............             0             0             0 
                                            -------------- ------------- -------------
Decrease in net assets from distributions                                             
to shareholders............................    (5,571,226)   (2,421,517)     (838,631)
                                            -------------- ------------- -------------
From Fund Share Transactions:              
(Note 8)                                   
Select Class:                              
Proceeds from shares sold..................   184,288,133   125,536,601    26,189,218 
Net asset value of shares issued upon                                                 
reinvestment of dividends and                                                         
distributions..............................     4,313,330     2,276,753     1,222,008 
Cost of shares redeemed....................  (134,729,463)  (56,450,873)         (904)
Adviser Class:                             
Proceeds from shares sold..................    49,918,444             0       165,129 
Net asset value of shares issued upon                                                 
reinvestment of dividends and                                                         
distributions..............................       788,233             0         2,374 
Cost of shares redeemed....................    (3,356,170)            0       (14,346)
                                            -------------- ------------- -------------
Increase in net assets from fund share                                                
transactions...............................   101,222,507    71,362,481    27,563,479 
                                            -------------- ------------- -------------
Change in net assets.......................   101,222,507    71,362,481    26,260,471 
Net Assets:                                
Beginning of period........................   107,884,368    36,521,887             0 
                                            -------------- ------------- -------------
End of period..............................  $209,106,875  $107,884,368   $26,260,471 
                                            ============== ============= =============
End of period net assets includes                                                     
undistributed (distributions in excess                                                
of) net investment income..................            $0            $0      $108,685 
                                            ============== ============= =============
</TABLE>
Statements of Changes in Net Assets

See Notes to Financial Statements.
51
<PAGE>
<TABLE>
<CAPTION>
        Bond Fund          Tax-Free Fund       The Aetna Fund      
  Ten-month                  Ten-month     Ten-month               
period ended   Year ended  period ended  period ended   Year ended 
 October 31,  December 31,  October 31,   October 31,  December 31,
    1994          1993         1994          1994          1993    
- ------------- ------------ ------------- ------------- ------------
<S>            <C>             <C>         <C>          <C>        
 $ 2,507,230   $2,285,560      $841,965    $1,981,437   $1,525,462 
    (882,788)     394,102      (507,566)     (802,729)    (447,354)
  (3,401,549)   1,339,297    (1,867,568)   (1,255,675)   3,380,936 
- ------------- ------------ ------------- ------------- ------------
  (1,777,107)   4,018,959    (1,533,169)      (76,967)   4,459,044 
- ------------- ------------ ------------- ------------- ------------
  (1,488,587)  (2,285,560)     (178,416)     (729,483)  (1,525,462)
           0     (279,904)            0             0      (75,813)
           0            0             0             0            0 
           0            0             0             0     (147,662)
    (709,993)           0      (646,950)     (267,325)           0 
           0            0             0             0            0 
           0            0             0             0            0 
- ------------- ------------ ------------- ------------- ------------
  (2,198,580)  (2,565,464)     (825,366)     (996,808)  (1,748,937)
- ------------- ------------ ------------- ------------- ------------
  13,687,226    8,345,965    28,310,131    50,816,381   24,210,202 
   1,375,268    2,452,026       177,341     1,709,717    1,731,510 
 (31,166,825)  (2,672,035)  (25,636,777)  (38,967,995)  (2,395,178)
  25,571,124            0    25,973,435    25,942,576            0 
     709,934            0       645,691       267,247            0 
        (231)           0       (65,624)      (14,313)           0 
- ------------- ------------ ------------- ------------- ------------
  10,176,496    8,125,956    29,404,197    39,753,613   23,546,534 
- ------------- ------------ ------------- ------------- ------------
   6,200,809    9,579,451    27,045,662    38,679,838   26,256,641 
  46,788,427   37,208,976             0    63,982,357   37,725,716 
- ------------- ------------ ------------- ------------- ------------
$ 52,989,236  $46,788,427  $ 27,045,662  $102,662,195  $63,982,357 
============= ============ ============= ============= ============
     $54,057    $(235,823)      $16,599      $973,633     $(10,996)
============= ============ ============= ============= ============
</TABLE>
                                               Aetna Mutual Funds Annual Report
                                                                             52
<PAGE>
<TABLE>
<CAPTION>
         Aetna Series Fund, Inc.                Growth and Income Fund         Growth Fund   
                                             Ten-month                          Ten-month    
                                            period ended      Year ended       period ended  
                                          October 31, 1994 December 31, 1993 October 31, 1994
                                          ---------------- ----------------- ----------------
<S>                                          <C>                    <C>            <C>
From Operations:                         
Net investment income....................    $  1,391,759          $753,283         $191,217 
Net realized gain (loss) on investments..      (1,478,608)         (671,266)          (1,009)
Net unrealized gain (loss) on                                                                
investments..............................       5,934,488         2,931,172        1,193,732 
                                          ---------------- ----------------- ----------------
Increase (decrease) in net assets                                                            
resulting from operations................       5,847,639         3,013,189        1,383,940 
                                          ---------------- ----------------- ----------------
From Distribution to Shareholders: (Note 1)               
Select Class:                            
Dividends to shareholders from net                                                           
investment income........................        (609,602)         (753,283)               0 
Dividends in excess of net investment                                                        
income...................................               0                 0                0 
Distributions to shareholders from                                                           
realized gain on investments.............               0                 0                0 
Return of capital distributions..........               0           (35,277)               0 
Adviser Class:                           
Dividends to shareholders from net                                                           
investment income........................        (178,540)                0                0 
Dividends in excess of net investment                                                        
income...................................               0                 0                0 
Distributions to shareholders from                                                           
realized gain on investments.............               0                 0                0 
                                          ---------------- ----------------- ----------------
Decrease in net assets from distributions                                                    
to shareholders..........................        (788,142)         (788,560)               0 
                                          ---------------- ----------------- ----------------
From Fund Share Transactions:            
(Note 8)                                 
Select Class:                            
Proceeds from shares sold................     283,178,288        28,504,057       25,821,070 
Net asset value of shares issued upon                                                        
reinvestment of dividends and                                                                
distributions............................         607,349           785,403                0 
Cost of shares redeemed..................     (47,350,637)       (2,860,348)          (6,065)
Adviser Class:                           
Proceeds from shares sold................      26,073,067                 0          406,304 
Net asset value of shares issued upon                                                        
reinvestment of dividends and                                                                
distributions............................         178,486                 0                0 
Cost of shares redeemed..................     (20,772,927)                0             (252)
                                          ---------------- ----------------- ----------------
Increase in net assets from fund share                                                       
transactions.............................     241,913,626        26,429,112       26,221,057 
                                          ---------------- ----------------- ----------------
Change in net assets.....................     246,973,123        28,653,741       27,604,997 
Net Assets:                              
Beginning of period......................      60,126,779        31,473,038                0 
                                          ---------------- ----------------- ----------------
End of period............................    $307,099,902       $60,126,779      $27,604,997 
                                          ================ ================= ================
End of period net assets includes                                                            
undistributed (distributions in excess                                                       
of) net investment income................    $    603,617                $0      $   207,053 
                                          ================ ================= ================
</TABLE>
Statements of Changes in Net Assets

See Notes to Financial Statements.
53

<PAGE>

<TABLE>
<CAPTION>
Small Company Growth Fund     International Growth Fund      Asian Growth Fund
        Ten-month            Ten-month                           Ten-month    
      period ended          period ended      Year ended       period ended   
    October 31, 1994      October 31, 1994 December 31, 1993 October 31, 1994 
- ------------------------- ---------------- ----------------- -----------------
<S>              <C>             <C>               <C>               <C>      
                 $35,562         $203,386          $156,376          $142,060 
                (964,005)       3,714,070         2,789,870          (329,231)
               1,479,455       (2,277,817)        5,524,689         2,026,393 
- ------------------------- ---------------- ----------------- -----------------
                 551,012        1,639,639         8,470,935         1,839,222 
- ------------------------- ---------------- ----------------- -----------------
                       0                0          (156,376)                0 
                       0                0        (1,174,798)                0 
                       0                0           (80,365)                0 
                       0                0                 0                 0 
                       0                0                 0                 0 
                       0                0                 0                 0 
                       0                0                 0                 0 
- ------------------------- ---------------- ----------------- -----------------
                       0                0        (1,411,539)                0 
- ------------------------- ---------------- ----------------- -----------------
              25,355,267       17,741,029         6,065,970        27,568,716 
                       0                0         1,281,531                 0 
                 (22,139)     (27,138,021)       (1,200,499)          (10,261)
                 199,540       26,042,111                 0           303,864 
                       0                0                 0                 0 
                    (249)          (5,489)                0            (1,205)
- ------------------------- ---------------- ----------------- -----------------
              25,532,419       16,639,630         6,147,002        27,861,114 
- ------------------------- ---------------- ----------------- -----------------
              26,083,431       18,279,269        13,206,398        29,700,336 
                       0       39,846,755        26,640,357                 0 
- ------------------------- ---------------- ----------------- -----------------
             $26,083,431      $58,126,024       $39,846,755       $29,700,336 
========================= ================ ================= =================
                 $36,675       $1,795,158                $0          $101,618 
========================= ================ ================= =================
</TABLE>
                                               Aetna Mutual Funds Annual Report
                                                                             54
<PAGE>

1. Summary of Significant Accounting Policies

Aetna Series Fund, Inc. ("Company") is registered under the Investment Company
Act of 1940 as a diversified, open-end management investment company
incorporated under the laws of Maryland on June 17, 1991. The Articles of
Incorporation permit the Company to offer separate funds ("Funds") each of
which has its own investment objectives, policies and restrictions. Operations
of the Company commenced on December 23, 1991.

Shares of each Fund are available to all investors including employers and
employees who utilize the Funds as investment options under retirement plans.
Each Fund offers two classes of shares, the Select Class shares and the Adviser
Class shares. The Select Class of shares are offered principally to
institutions and are not subject to sales charges or service fees. The Adviser
Class of shares are offered primarily to the general public and are subject to
deferred sales charges payable upon redemption within four calendar years after
the year of purchase. The Adviser Class shares were made available to the
public on April 15, 1994. Additionally, the Adviser Class is subject to a
shareholder service fee and an annual Rule 12b-1 distribution plan expense.

The Company offers the following ten Funds:
~ Aetna Money Market Fund (Money Market Fund)* - a portfolio consisting of
  high-quality money market instruments;
~ Aetna Government Fund (Government Fund)** - a portfolio of U.S. Government
  securities;
~ Aetna Bond Fund (Bond Fund)* - a portfolio primarily of high-quality
  corporate and U.S. Government securities;
~ Aetna Tax-Free Fund (Tax-Free Fund)** - a portfolio primarily of municipal
  securities;
~ The Aetna Fund (The Aetna Fund)* - a flexible portfolio of stocks, bonds and
  money market instruments;
~ Aetna Growth and Income Fund (Growth and Income Fund)* - a diversified
  common stock portfolio;
~ Aetna Growth Fund (Growth Fund)** - a common stock portfolio of companies
  believed to have potential for growth;
~ Aetna Small Company Growth Fund (Small Company Growth Fund)** - a common st
  ock portfolio of companies with smaller market capitalizations;
~ Aetna International Growth Fund (International Growth Fund)* - a common stock
  portfolio of companies traded outside North America; and
~ Aetna Asian Growth Fund (Asian Growth Fund)** - a common stock portfolio of
  companies traded in Asia excluding Japan.

 * Funds became available for sale to the public on December 23, 1991.
** Funds became available for sale to the public on January 2, 1994.
Aetna Series Fund, Inc.
Notes to Financial Statements

October 31, 1994
Aetna Mutual Funds Annual Report
55
<PAGE>

1. Summary of Significant Accounting Policies (Continued)

Aetna Life Insurance and Annuity Company ("ALIAC") serves as the Investment
Adviser and as principal underwriter to each Fund. Aeltus Investment
Management, Inc. ("Aeltus") is employed as a sub-adviser to the Tax-Free Fund,
the Growth Fund and the Small Company Growth Fund. Aeltus Investment Management
International (F.E.) Limited ("Aeltus Far East") is employed as a sub-adviser
to the Asian Growth Fund. Dunedin Fund Managers Ltd. ("Dunedin") is employed as
the sub-adviser to the International Growth Fund.

Effective October 31, 1994, the Company changed its fiscal year end from
December 31 to October 31.

The following is a summary of significant accounting policies consistently
followed by the Funds in the preparation of their financial statements. The
policies are in conformity with generally accepted accounting principles.

A. Valuation of Investments

In all Funds except the Money Market Fund, 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, except that short-term investments are amortized to maturity value
during the sixty days prior to maturity. Other securities are valued in good
faith using methods approved by the Board of Directors. 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 more than sixty days when purchased which are held on the sixtieth day prior
to maturity are valued at amortized cost (market value on the sixtieth day
adjusted for amortization of premium or accretion of discount) which when
combined with accrued interest approximates market. The Money Market Fund
states all investments at amortized cost which approximates market value.

Securities traded in foreign currency amounts are translated into United States
dollars as follows: market value of investments, assets and liabilities at the
daily rate of exchange; purchases and sales of investments, income, and
expenses at the rate of exchange prevailing on the respective dates of such
transactions.

B. Option Contracts

Purchases of call options are recorded as an investment, the value of which is
marked-to-market daily. When a purchased option expires, the Funds will realize
a loss equal to the premium paid. When the Funds enter into a closing sale
transaction, the Funds will realize a gain or loss depending on whether the
sales proceeds from the closing sale transaction are greater or less than the
cost of the option. When the
                                               Aetna Mutual Funds Annual Report
                                                                             56
<PAGE>

1. Summary of Significant Accounting Policies (Continued)

Funds exercise a call option, the cost of the security which the Funds purchase
upon exercise will be increased by the premium originally paid.

The Funds write covered call options. When the Funds write a covered call
option, an amount equal to the premium received by the Funds is recorded as a
liability, the value of which is marked-to-market daily. When a written option
expires, the Funds will realize a gain equal to the amount of the premium
received. When the Funds enter into a closing purchase transaction, the Funds
will realize a gain (or loss if the cost of the closing purchase transaction
exceeds the premium received when the option was written) without regard to any
unrealized gain or loss on the underlying security, and the liability related
to such option is eliminated. When a covered call option is exercised, the
Funds will realize a gain or loss from the sale of the underlying security and
the proceeds from such sale are increased by the premium originally received.

Unlike options on specific securities, all settlements of options on stock
indices are in cash and gains or losses depend on general movements in the
stocks included in the index rather than price movements in a particular stock.
There is no physical delivery of securities.

The risk associated with purchasing call options is limited to the premium
originally paid. The risk in writing a covered call option is that the Fund may
forego the opportunity for profit if the market price of the underlying
security increases and the option is exercised. There is also the risk the Fund
may not be able to enter into a closing transaction because of an illiquid
secondary market. In addition, the Fund could be exposed to risks if the
counterparties to the transaction are unable to meet the terms of the
contracts.

C. Futures and Forward Foreign Currency Exchange Contracts

A futures contract is an agreement between two parties to buy and sell a
specific amount of a commodity, security, financial instrument, or, in the case
of a stock index, cash at a set price on a future date. Upon entering into a
futures contract the Fund is required to deposit with a broker an amount
("initial margin") equal to a certain percentage of the purchase price
indicated in the futures contract. Subsequent payments ("variation margin") are
made or received by the Fund each day, as the value of the underlying
instrument or index fluctuates, and are recorded for book purposes as
unrealized gains or losses by the Fund.

From time to time, the Fund may enter into forward foreign currency exchange
contracts to hedge certain foreign currency assets. Contracts are recorded at
market value and marked to market daily. Realized gains and losses arising from
such
Aetna Mutual Funds Annual Report
57
<PAGE>

1. Summary of Significant Accounting Policies (Continued)

transactions are included in realized gain (loss) on foreign currency related
transactions. The Fund is subject to the credit risk that the other party will
not complete the obligations of the contract.

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.

D. Illiquid and Restricted Securities

Illiquid securities are securities that are not readily marketable. Disposing
of illiquid investments may involve time-consuming negotiation and legal
expenses, and it may be difficult or impossible for the Funds to sell them
promptly at an acceptable price. Restricted securities are subject to legal or
contractual restrictions on resale and may not be publicly sold without
registration under the Federal Securities Act of 1933. The Funds may invest up
to 15% (10% in the case of the Money Market Fund) of its total assets in
illiquid securities. Illiquid and restricted securities are valued using market
quotations when readily available. In the absence of market quotations, the
securities are valued based upon their fair value determined under procedures
approved by the Board of Directors. The Funds will not pay the costs of
disposition of restricted securities other than ordinary brokerage fees, if
any.

E. Federal Income Taxes

The Funds have qualified, and intend to qualify in the future, as a regulated
investment company under the Internal Revenue Code of 1986, as amended
("Internal Revenue Code"). Thus, the Funds are relieved of any federal income
tax liability by distributing all of their net taxable investment income and
net taxable capital gains, if any, to shareholders. The Funds intend to avoid
excise tax liability by making the distributions required under the Internal
Revenue Code.

F. Distributions and Dividends

The Funds distribute all net investment income and net capital gains, if any,
to shareholders. Distributions from net investment income are based on taxable
net income and are made as follows: Money Market Fund declares dividends daily
and pays them monthly; Government Fund, Bond Fund, and Tax-Free Fund declare
and pay dividends monthly; The Aetna Fund and Growth and Income Fund declare
and pay dividends semi-annually in June and December; and, Growth Fund, Small
Company Growth Fund, International Growth Fund, and Asian Growth Fund declare
and pay dividends annually in December. All Funds distribute net capital gains,
if any, annually.
                                               Aetna Mutual Funds Annual Report
                                                                             58
<PAGE>

1. Summary of Significant Accounting Policies (Continued)

The Board of Directors of the Funds declared the following dividends from net
investment income during the ten-month period ended October 31, 1994 (per
share):

                          Select Class Adviser Class
                          ------------ -------------
Money Market Fund .......        $0.03         $0.03
Government Fund .........         0.36          0.26
Bond Fund ...............         0.45          0.27
Tax-Free Fund ...........         0.33          0.23
The Aetna Fund ..........         0.12          0.11
Growth and Income Fund ..         0.08          0.08

On November 30, 1994, the Board of Directors declared and paid the following
dividends per share from net investment income to shareholders of record on
November 29, 1994.

                     Select Class Adviser Class
                     ------------ -------------
Money Market Fund ..      $0.0042       $0.0042
Government Fund ....       0.0450        0.0430
Bond Fund ..........       0.0450        0.0425
Tax-Free Fund ......       0.0350        0.0280

Net investment income and net realized gains differ for financial statement and
tax purposes primarily because of the treatment of currency gains and losses as
ordinary income and the deferral of "wash sale" losses for tax purposes. The
character of distributions made during the year from net investment income or
net realized gains may also differ from its ultimate characterization for
federal income tax purposes. The effect on dividend distributions of permanent
book-to-tax differences, if any, are reflected in additional paid-in capital.

On the Statements of Assets and Liabilities, due to current permanent
book-to-tax differences, accumulated net realized gain (loss), and
undistributed net investment income have been increased (decreased) as follows:

                              Accumulated  Undistributed  Additional
                             Net Realized  Net Investment   Paid-in 
                              Gain (Loss)      Income       Capital 
                             ------------- -------------- ----------
Government Fund ............      $27,934       $(27,934)         $-
Bond Fund ..................       18,769        (19,866)      1,097
Growth Fund ................      (15,836)        15,836           -
Small Company Growth Fund ..       (1,113)         1,113           -
International Growth Fund ..   (1,591,772)     1,591,772           -
Asian Growth Fund ..........       40,442        (40,442)          -
Aetna Mutual Funds Annual Report
59
<PAGE>

1. Summary of Significant Accounting Policies (Continued)

G. Other

The Funds record short-term investment transactions on a trade-date basis. All
other investment transactions are accounted for on the day after the trade
date. On the Funds' Statements of Assets and Liabilities, all investment
transactions have been adjusted to trade date. Interest income is recorded as
earned. Dividend income and stock splits as well as dividends and distributions
to the shareholders are recorded on the ex-dividend date. Realized gains and
losses from investment transactions are determined on an identified cost basis.

H. Deferred Organizational Costs

The Company paid organizational expenses in connection with the start-up and
initial registration of the Company. These organizational expenses have been
capitalized and allocated equally to the Money Market Fund, the Bond Fund, The
Aetna Fund, the Growth and Income Fund, and the International Growth Fund. The
organizational expenses are being amortized over 60 months on a straight-line
basis beginning with the commencement of operations. If any or all of the
shares representing initial capital of each Fund are redeemed by any holder
thereof prior to the end of the amortization period, the proceeds will be
reduced by the unamortized organizational expense balance in the same
proportion as the number of shares redeemed bears to the number of initial
shares outstanding immediately preceding the redemption.

2. Investment Advisory, Management, Shareholder Service and Distribution Fees

The Funds pay the Investment Adviser the following annual fees expressed as a
percentage of the average daily net assets of each Fund. As the Funds' net
assets exceed predetermined thresholds ($500 million for Money Market Fund and
The Aetna Fund, $250 million for Government Fund, Bond Fund, Tax-Free Fund,
Growth and Income Fund, Growth Fund, Small Company Growth Fund, International Gr
owth Fund, and Asian Growth Fund) lower advisory fees apply.

                     Fee
                    ----
Money Market Fund.. .40%
Government Fund.... .50%
Bond Fund.......... .50%
Tax-Free Fund...... .50%
The Aetna Fund..... .80%
                             Fee 
                            -----
Growth and Income Fund.....  .70%
Growth Fund................  .70%
Small Company Growth Fund..  .85%
International Growth Fund..  .85%
Asian Growth Fund.......... 1.00%

The Adviser has entered into sub-advisory agreements with Aeltus, Aeltus Far
East, and Dunedin. The sub-advisers supervise the investment and reinvestment
of cash and securities and receive a fee from the investment adviser based on
the average
                                               Aetna Mutual Funds Annual Report
                                                                             60
<PAGE>

2. Investment Advisory, Management, Shareholder Service and Distribution Fees 
   (continued)

daily net assets of the Funds. As each Fund's net assets exceed predetermined
thresholds ($50 million for Tax-Free Fund, Growth Fund, Small Company Growth
Fund and Asian Growth Fund and $250 million for International Growth Fund)
lower fees apply.

Fund                           Sub-Adviser   Fees
- ---------------------------- --------------- ----
Tax-Free Fund ..............      Aeltus     .30%
Growth Fund ................      Aeltus     .45%
Small Company Growth Fund ..      Aeltus     .55%
Asian Growth Fund .......... Aeltus Far East .65%
International Growth Fund ..     Dunedin     .40%

The Company has entered into an administrative services agreement with ALIAC
under which ALIAC acts as administrator and provides certain administrative and
shareholder services necessary for Company operations and is responsible for
the supervision of other service providers. Each Fund pays ALIAC a monthly fee
for its services at an annual rate based on average daily net assets of 0.25%
on the first $250 million. As each Fund's net assets exceed $250 million, lower
fees apply.

The Funds have adopted a Shareholder Service Plan for the Adviser Class shares.
Under the Shareholder Service Plan, ALIAC is paid a service fee at an annual
rate of 0.25% (0.10% for the Money Market Fund) of the daily net assets of the
Adviser Class of each fund. This fee is used as compensation for expenses
incurred in servicing shareholder accounts. For the ten-month period ended
October 31, 1994, the Funds paid ALIAC $191,071 in service fees. Additionally,
the Funds have adopted a Distribution Plan pursuant to Rule 12b-1 of the
Investment Company Act of 1940. The Distribution Plan provides for payments to
ALIAC at an annual rate 0.50% of the daily net assets of the Adviser Class
shares of each Fund, except for the Money Market Fund. Amounts paid by the
Funds under the Adviser Class Distribution Plan are used to pay expenses
incurred in promoting the sales of the Adviser Class shares. For the ten-month
period ended October 31, 1994, the Funds paid ALIAC $346,205 in Rule 12b-1
fees. Presently, the Funds class specific expenses are limited to Shareholder Se
rvice and Distribution Plan expenses incurred by the Adviser Class shares.
Aetna Mutual Funds Annual Report
61
<PAGE>

3. Other Investment Expenses and Reimbursement from Adviser

Other investment expenses for the ten-month period ended October 31, 1994
follow:

                            Money                                  The  
                           Market  Government   Bond   Tax-Free   Aetna 
                            Fund      Fund      Fund     Fund     Fund  
                          -------- ---------- -------- -------- --------
Organizational Expenses..   $9,983        $-    $9,983      $-    $9,983
Printing/Postage.........    8,556      5,694    8,556    5,694    8,556
Custody Fees.............   22,888      7,490   11,554    7,185   38,717
Transfer Agent Fees......  157,816     22,099   36,626   22,118   60,863
Audit Fees...............   11,180     10,044    9,649    9,747   10,867
Directors' Fees..........    7,083      7,083    7,083    7,083    7,083
Proxy....................   11,225         -     7,125       -     8,538
State and Federal Fees...   39,681     18,323   33,422   18,323   40,782
Miscellaneous............    5,574      5,574    5,574    5,574    5,574
                          -------- ---------- -------- -------- --------
Total.................... $273,986    $76,307 $129,572  $75,724 $190,963
                          ======== ========== ======== ======== ========

                           Growth           Small                        
                             and           Company International   Asian 
                           Income   Growth  Growth     Growth     Growth 
                            Fund     Fund    Fund       Fund       Fund  
                          -------- ------- ------- ------------- --------
Organizational Expenses..   $9,983     $-      $-         $9,983      $- 
Printing/Postage.........    8,556   5,694   5,694         8,556    5,694
Custody Fees.............   42,361  14,294  13,435       123,101   63,644
Transfer Agent Fees......   44,570  22,104  22,218        32,111   22,891
Audit Fees...............    9,785  10,151   9,928         9,227   10,119
Directors' Fees..........    7,083   7,083   7,083         7,083    7,083
Proxy....................    7,613      -       -          7,169       - 
State and Federal Fees...   35,015  18,323  18,323        30,146   18,323
Miscellaneous............    5,574   5,574   5,574         5,574    5,574
                          -------- ------- ------- ------------- --------
Total.................... $170,540 $83,223 $82,255      $232,950 $133,328
                          ======== ======= ======= ============= ========

Total fund investment expenses include investment advisory fees, administrative
service fees and other expenses that a Fund incurs. The Investment Adviser may,
from time to time, make reimbursements to a Fund for some or all of its
operating expenses. Reimbursement arrangements, which may be terminated at any
time without notice, will increase a Fund's yield. For the ten-month period
ended October 31, 1994, the Investment Adviser reimbursed a portion of its fees
and expenses which is reflected as a reduction of expenses in the Statements of
Operations.

                                               Aetna Mutual Funds Annual Report
                                                                             62
<PAGE>

4. Purchases and Sales of Investment Securities

Purchases and sales of investment securities excluding short-term investments
for all Funds except the Money Market Fund, for the ten-month period ended
October 31, 1994:

                                 Cost of       Proceeds   
                                Purchases     from Sales  
                             -------------- --------------
Money Market Fund .......... $3,069,652,206 $2,989,457,790
Government Fund ............     30,239,903      7,331,513
Bond Fund ..................     32,917,730     24,333,222
Tax-Free Fund ..............     33,981,900      6,408,990
The Aetna Fund .............    110,864,233     66,778,263
Growth and Income Fund .....    295,250,529     58,873,474
Growth Fund ................     49,588,790     24,532,825
Small Company Growth Fund ..     45,903,349     22,425,880
International Growth Fund ..     52,706,095     38,557,449
Asian Growth Fund ..........     39,659,318     14,220,567

5. Options


All Funds except the Money Market Fund may use options. For the ten-month
period ended October 31, 1994, the following reflects the covered call option
activity:

                                    The Aetna Fund         
                          ---------------------------------
                          Number of  Deferred              
                           Option     Premium     Realized 
                          Contracts  Received   Gain (Loss)
                          --------- ----------- -----------
Outstanding January 1 ...    1,814    $521,998          $- 
Written .................    1,790     627,606           - 
Cancelled ...............   (1,172)   (418,982)      53,975
Exercised ...............     (548)   (151,854)          - 
Expired .................   (1,884)   (578,768)     578,768
                          --------- ----------- -----------
Outstanding October 31 ..       -          $-      $632,743
                          ========= =========== ===========

                                Growth and Income Fund      
                          ----------------------------------
                          Number of   Deferred              
                           Option     Premium      Realized 
                          Contracts   Received   Gain (Loss)
                          --------- ------------ -----------
Outstanding January 1 ...      624     $187,656          $- 
Written .................    2,417      764,141           - 
Cancelled ...............   (1,152)   ( 380,144)     103,393
Exercised ...............     (732)   ( 233,997)          - 
Expired .................   (1,157)   ( 337,656)     337,656
                          --------- ------------ -----------
Outstanding October 31 ..       -           $-      $441,049
                          ========= ============ ===========

Aetna Mutual Funds Annual Report
63
<PAGE>

5. Options (Continued)

                                    Growth Fund           
                         ---------------------------------
                         Number of  Deferred              
                          Option     Premium    Realized  
                         Contracts  Received   Gain (Loss)
                         --------- ----------- -----------
Outstanding January 1...        -          $-          $- 
Written.................      923     424,911           - 
Cancelled...............     (153)    (75,451)    (18,308)
Exercised...............      (60)    (14,070)         -  
Expired.................     (115)   (106,745)    106,745 
                         --------- ----------- -----------
Outstanding October 31..      595    $228,645    $ 88,437 
                         ========= =========== ===========

6. Capital Loss Carryforward

At October 31, 1994, for federal income tax purposes the Funds had the
following capital loss carryforwards:

                       Capital Loss   Year of 
Fund                   Carryforward Expiration
- ---------------------- ------------ ----------
Government Fund            $270,893       2002
- ----------------------------------------------
Bond Fund                   128,736       2001
                            835,379       2002
- ----------------------------------------------
Tax-Free Fund               507,565       2002
- ----------------------------------------------
Aetna Fund                  434,615       2001
                            992,264       2002
- ----------------------------------------------
Growth and Income Fund       54,853       2000
                            621,144       2001
                            965,089       2002
- ----------------------------------------------
Small Company Fund          832,297       2002
- ----------------------------------------------
Asian Growth Fund           288,788       2002

The Board of Directors will not distribute any realized gains until the capital
loss carry forwards have been offset or expire.

7. Open Futures and Forward Foreign Currency Exchange Contracts

At October 31, 1994, the Growth and Income Fund had 38 S&P 500 open futures
contracts with a short position. The open futures contracts had a market value
of $8,976,500 and cost $9,030,480. The unrealized gain of $53,170 on these
contracts is reflected in the accompanying financial statements.
                                               Aetna Mutual Funds Annual Report
                                                                             64
<PAGE>

7. Open Futures and Forward Foreign Currency Exchange Contracts (Continued)

At October 31, 1994, the International Growth Fund had the following open
forward foreign currency exchange contracts that obligate the Fund to deliver
currencies at specified future dates. The unrealized loss of $225,231 on these
contracts is included in the accompanying financial statements. The terms of
the open contracts are as follows:

                            U.S. $ Value                 
 Exchange  Currency to be      as of       Currency to be
   Date       Delivered   October 31, 1994    Received   
- ---------- -------------- ---------------- --------------
              2,485,040                                  
12/07/94 .  Deutsche Mark      $ 1,653,056     $1,600,000
             809,668,000                                 
11/16/94 .  Japanese Yen         8,372,175      8,200,000
                          ---------------- --------------
                               $10,025,231     $9,800,000
                          ================ ==============
Aetna Mutual Funds Annual Report
65
<PAGE>

8. Authorized Capital Shares and Capital Share Transactions

The Funds are authorized to issue a total of 4.0 billion shares. Of those 4.0
billion shares, 3.8 billion have been designated to the Funds as follows: All
of the Funds, except the Money Market Fund, have been allocated 100 million
shares each of Select Class shares and Adviser Class shares. The Money Market
Fund has been allocated one billion shares each of Select Class shares and
Adviser Class shares.

Select and Adviser Class share transactions for each Fund were as follows:

                               Money Market Fund
<TABLE>
<CAPTION>
                                     Select
                                    Adviser
                                       For the                            For the     
                                      Ten-Month          For the         Ten-Month    
                                     Period Ended      Year Ended       Period Ended  
                                   October 31, 1994 December 31, 1993 October 31, 1994
                                   ---------------- ----------------- ----------------
<S>                                    <C>               <C>               <C>        
Shares sold.......................     184,288,133       125,536,601       49,918,444 
Shares issued upon reinvestment ..       4,313,330         2,276,753          788,233 
Shares redeemed ..................    (134,729,463)      (56,450,873)      (3,356,170)
                                   ---------------- ----------------- ----------------
Net increase .....................      53,872,000        71,362,481       47,350,507 
                                   ================ ================= ================
<CAPTION>
                                    Government Fund

                                        Select
                                        Adviser
                                       For the                            For the     
                                      Ten-Month                          Ten-Month    
                                     Period Ended                       Period Ended  
                                   October 31, 1994                   October 31, 1994
                                   ----------------                   ----------------
Shares sold ......................       2,647,126                             17,344 
Shares issued upon reinvestment ..         126,976                                162 
Shares redeemed ..................             (95)                            (1,503)
                                   ----------------                   ----------------
Net increase .....................       2,774,007                             16,003 
                                   ================                   ================
<CAPTION>
                                       Bond Fund

                                        Select
                                        Adviser
                                       For the                            For the     
                                      Ten-Month          For the         Ten-Month    
                                     Period Ended      Year Ended       Period Ended  
                                   October 31, 1994 December 31, 1993 October 31, 1994
                                   ---------------- ----------------- ----------------
Shares sold ......................       1,375,291           808,633        2,577,890 
Shares issued upon reinvestment ..         161,898           237,279           73,112 
Shares redeemed ..................      (3,169,473)         (258,122)             (24)
                                   ---------------- ----------------- ----------------
Net increase (decrease) ..........      (1,632,284)          787,790        2,650,978 
                                   ================ ================= ================
</TABLE>
                                               Aetna Mutual Funds Annual Report
                                                                             66
<PAGE>

8. Authorized Capital Shares and Capital Share Transactions (Continued)

                                 Tax-Free Fund
<TABLE>
<CAPTION>
                                     Select
                                    Adviser
                                       For the                            For the     
                                      Ten-Month                          Ten-Month    
                                     Period Ended                       Period Ended  
                                   October 31, 1994                   October 31, 1994
                                   ----------------                   ----------------
<S>                                      <C>                                <C>       
Shares sold ......................       2,896,031                          2,770,659 
Shares issued upon reinvestment ..          19,126                             87,705 
Shares redeemed ..................      (2,752,116)                            (7,297)
                                   ----------------                   ----------------
Net increase .....................         163,041                          2,851,067 
                                   ================                   ================
<CAPTION>

                                    The Aetna Fund

                                        Select
                                        Adviser
                                       For the                            For the     
                                      Ten-Month          For the         Ten-Month    
                                     Period Ended      Year Ended       Period Ended  
                                   October 31, 1994 December 31, 1993 October 31, 1994
                                   ---------------- ----------------- ----------------
<S>                                      <C>               <C>              <C>       
Shares sold ......................       4,761,580         2,272,022        2,469,921 
Shares issued upon reinvestment ..         166,181           162,417           16,842 
Shares redeemed ..................      (3,684,549)         (225,285)          (1,366)
                                   ---------------- ----------------- ----------------
Net increase .....................       1,243,212         2,209,154        2,485,397 
                                   ================ ================= ================
<CAPTION>

                                Growth and Income Fund

                                        Select
                                        Adviser
                                       For the                            For the     
                                      Ten-Month          For the         Ten-Month    
                                     Period Ended      Year Ended       Period Ended  
                                   October 31, 1994 December 31, 1993 October 31, 1994
                                   ---------------- ----------------- ----------------
<S>                                     <C>                <C>              <C>       
Shares sold ......................      26,001,787         2,648,946        2,425,064 
Shares issued upon reinvestment ..          57,454            72,293           16,760 
Shares redeemed ..................      (4,378,789)         (264,193)      (1,923,626)
                                   ---------------- ----------------- ----------------
Net increase .....................      21,680,452         2,457,046          518,198 
                                   ================ ================= ================
<CAPTION>
                                      Growth Fund

                                        Select
                                        Adviser
                                       For the                            For the     
                                      Ten-Month                          Ten-Month    
                                     Period Ended                       Period Ended  
                                   October 31, 1994                   October 31, 1994
                                   ----------------                   ----------------
<S>                                      <C>                                   <C>    
Shares sold ......................       2,522,145                             38,832 
Shares issued upon reinvestment ..               0                                  0 
Shares redeemed ..................            (566)                               (24)
                                   ----------------                   ----------------
Net increase .....................       2,521,579                             38,808 
                                   ================                   ================
Aetna Mutual Funds Annual Report
67
</TABLE>

<PAGE>

8. Authorized Capital Shares and Capital Share Transactions (Continued)

                           Small Company Growth Fund
<TABLE>
<CAPTION>
                                     Select
                                    Adviser
                                   For the Ten-Month                    For the Ten-Month
                                     Period Ended                         Period Ended   
                                   October 31, 1994                     October 31, 1994 
                                   -----------------                    -----------------
<S>                                       <C>                                     <C>    
Shares sold ......................        2,492,687                               19,811 
Shares issued upon reinvestment ..                0                                    0 
Shares redeemed ..................           (2,143)                                 (24)
                                   -----------------                    -----------------
Net increase .....................        2,490,544                               19,787 
                                   =================                    =================
<CAPTION>

                                International Growth Fund

                                          Select
                                         Adviser
                                   For the Ten-Month                    For the Ten-Month
                                     Period Ended    For the Year Ended   Period Ended   
                                   October 31, 1994  December 31, 1993  October 31, 1994 
                                   ----------------- ------------------ -----------------
<S>                                       <C>                  <C>             <C>       
Shares sold ......................        1,569,806            555,141         2,315,445 
Shares issued upon reinvestment ..                0            124,679                 0 
Shares redeemed ..................       (2,413,248)          (113,510)             (485)
                                   ----------------- ------------------ -----------------
Net increase (decrease) ..........         (843,442)           566,310         2,314,960 
                                   ================= ================== =================
<CAPTION>

                                    Asian Growth Fund

                                          Select
                                         Adviser
                                   For the Ten-Month                    For the Ten-Month
                                     Period Ended                         Period Ended   
                                   October 31, 1994                     October 31, 1994 
                                   -----------------                    -----------------
<S>                                       <C>                                     <C>    
Shares sold ......................        3,099,129                               33,362 
Shares issued upon reinvestment ..                0                                    0 
Shares redeemed ..................           (1,103)                                (132)
                                   -----------------                    -----------------
Net increase .....................        3,098,026                               33,230 
                                   =================                    =================
</TABLE>
                                               Aetna Mutual Funds Annual Report
                                                                             68
<PAGE>
<TABLE>
<CAPTION>
                                                              Money Market Fund
                                                    Select Class                      Adviser Class*
                                         Ten-month                                                            
                                       period ended  Year ended   Year ended                                 
                                       October 31,  December 31, December 31,           Period from          
                                           1994         1993         1992     April 15, 1994-October 31, 1994
                                       ------------ ------------ ------------ -------------------------------
<S>                                          <C>           <C>          <C>                             <C>  
Net asset value, beginning of period..       $1.00         1.00         1.00                            1.00 
                                       ------------ ------------ ------------ -------------------------------
Income from                           
Investment Operations                 
Net investment income.................         .03          .03          .04                             .03 
Net realized and unrealized gain                                                                             
(loss) on investments.................         .00          .00          .00                             .00 
                                       ------------ ------------ ------------ -------------------------------
Total.................................         .03          .03          .04                             .03 
Less Distributions                    
Dividends from net investment                                                                                
income................................        (.03)        (.03)        (.04)                           (.03)
Dividends in excess of net investment                                                                        
income................................         .00          .00          .00                             .00 
Distributions from realized gain on                                                                          
investments...........................         .00          .00          .00                             .00 
                                       ------------ ------------ ------------ -------------------------------
Net asset value, end of period........       $1.00         1.00         1.00                            1.00 
                                       ============ ============ ============ ===============================
Total return..........................        3.33%        3.29%        3.98%                           2.41%
Net assets, end of period (000's).....    $161,756      107,844       36,522                          47,350 
Ratio of total investment expenses to                                                                        
average net assets**..................        0.21%        0.00%        0.00%                           0.21%
Ratio of net investment income to                                                                            
average net assets**..................        4.05%        3.33%        3.93%                           4.27%
Ratio of net investment expense before                                                                       
reimbursement and waiver to average                                                                          
net assets**..........................        0.85%        0.95%        1.04%                           0.92%
Ratio of net investment income before                                                                        
reimbursement and waiver to average                                                                          
net assets**..........................        3.38%        2.38%        2.87%                           3.67%
</TABLE>

  * The Adviser class became available for sale on April 15, 1994.
 ** Annualized for periods less than one year.
Per share data calculated using average number of shares outstanding throughout
the period.
Financial Highlights

Selected data for a fund share outstanding throughout each period:
See Notes to Financial Statements.
69
<PAGE>
                               
<TABLE>
<CAPTION>
                                                                           Government Fund
                                                               Select Class         Adviser Class*
                                                                Ten-month                                    
                                                              period ended             Period from           
                                                             October 31, 1994 April 15, 1994-October 31, 1994
                                                             ---------------- -------------------------------
<S>                                                                  <C>                               <C>   
Net asset value, beginning of period........................         $10.00                            9.67  
                                                             ---------------- -------------------------------
Income from                                                 
Investment Operations                                       
Net investment income.......................................            .40                             .24  
Net realized and unrealized gain (loss) on investments......           (.63)                           (.24) 
                                                             ---------------- -------------------------------
Total.......................................................           (.23)                            .00  
Less Distributions                                          
Dividends from net investment income........................           (.36)                           (.26) 
Dividends in excess of net investment income................            .00                             .00  
Distributions from realized gain on investments.............            .00                             .00  
                                                             ---------------- -------------------------------
Net asset value, end of period..............................         $ 9.41                            9.41  
                                                             ================ ===============================
Total return................................................          (2.37)%                         (0.06)%
Net assets, end of period (000's)...........................        $26,110                             151  
Ratio of total investment expenses to average net assets**..           0.41 %                          1.28 %
Ratio of net investment income to average net assets**......           5.29 %                          4.68 %
Ratio of net investment expense before reimbursement and                                                     
waiver to average net assets**..............................           1.16 %                          2.11 %
Ratio of net investment income before reimbursement and                                                      
waiver to average net assets**..............................           4.54 %                          3.85 %
Portfolio turnover rate.....................................          43.63 %                         43.63 %
</TABLE>
                                               Aetna Mutual Funds Annual Report
                                                                             70
<PAGE>
                                  
<TABLE>
<CAPTION>
                                                                Bond Fund
                                                   Select Class                   Adviser Class*
                                        Ten-month                                                       
                                       period ended  Year ended   Year ended         Period from        
                                       October 31,  December 31, December 31, April 15, 1994-October 31,
                                          1994          1993         1992               1994            
                                       ------------ ------------ ------------ --------------------------
<S>                                        <C>             <C>         <C>                        <C>   
Net asset value, beginning of period..     $10.37          9.99        10.00                      9.92  
                                       ------------ ------------ ------------ --------------------------
Income from                           
Investment Operations                 
Net investment income.................        .52           .55          .53                       .28  
Net realized and unrealized gain                                                                        
(loss) on investments.................       (.86)          .45          .16                      (.35) 
                                       ------------ ------------ ------------ --------------------------
Total.................................       (.34)         1.00          .69                      (.07) 
Less Distributions                    
Dividends from net investment                                                                           
income................................       (.45)         (.55)        (.53)                     (.27) 
Dividends in excess of net investment                                                                   
income................................        .00          (.07)        (.17)                      .00  
Distributions from realized gain on                                                                     
investments...........................        .00           .00          .00                       .00  
                                       ------------ ------------ ------------ --------------------------
Net asset value, end of period........     $ 9.58         10.37         9.99                      9.58  
                                       ============ ============ ============ ==========================
Total return..........................      (3.31)%       10.20%        7.23%                    (0.68)%
Net assets, end of period (000's).....    $27,584        46,788       37,209                    25,405  
Ratio of total investment expenses to                                                                   
average net assets**..................       0.76 %        0.47%        0.05%                     1.49 %
Ratio of net investment income to                                                                       
average net assets**..................       6.29 %        5.34%        5.44%                     5.36 %
Ratio of net investment expense before                                                                  
reimbursement and waiver to average                                                                     
net assets**..........................       1.06 %        1.01%        1.10%                     1.81 %
Ratio of net investment income before                                                                   
reimbursement and waiver to average                                                                     
net assets**..........................       5.98 %        4.80%        4.39%                     5.04 %
Portfolio turnover rate...............      51.80 %       50.01%       57.05%                    51.80 %
</TABLE>
  * The Adviser class became available for sale on April 15, 1994.
 ** Annualized for periods less than one year.
*** The .33 distribution in the Select Class is composed of .25 of tax exempt
and .08 taxable income per share. The .23 distribution in the Adviser Class is
composed of .21 of tax exempt and .02 of taxable income per share.
Per share data calculated using average number of shares outstanding throughout
the period.
Financial Highlights

Selected data for a fund share outstanding throughout each period:
See Notes to Financial Statements.
71
<PAGE>
                                
<TABLE>
<CAPTION>
                                                                              Tax-Free Fund
                                                               Select Class          Adviser Class*
                                                                Ten-month                                    
                                                              period ended             Period from           
                                                             October 31, 1994 April 15, 1994-October 31, 1994
                                                             ---------------- -------------------------------
<S>                                                                  <C>                               <C>   
Net asset value, beginning of period........................         $10.00                            9.32  
                                                             ---------------- -------------------------------
Income from                                                 
Investment Operations                                       
Net investment income.......................................            .38                             .21  
Net realized and unrealized gain (loss) on investments......          (1.07)                           (.33) 
                                                             ---------------- -------------------------------
Total.......................................................           (.69)                           (.12) 
Less Distributions                                          
Dividends from net investment income***.....................           (.33)                           (.23) 
Dividends in excess of net investment income................            .00                             .00  
Distributions from realized gain on investments.............            .00                             .00  
                                                             ---------------- -------------------------------
Net asset value, end of period..............................         $ 8.98                            8.97  
                                                             ================ ===============================
Total return................................................          (6.95)%                         (1.32)%
Net assets, end of period (000's)...........................         $1,465                          25,581  
Ratio of total investment expenses to average net assets**..           0.30 %                          1.27 %
Ratio of net investment income to average net assets**......           4.85 %                          4.20 %
Ratio of net investment expense before reimbursement and                                                     
waiver to average net assets**..............................           1.20 %                          1.87 %
Ratio of net investment income before reimbursement and                                                      
waiver to average net assets**..............................           3.94 %                          3.60 %
Portfolio turnover rate.....................................          29.14 %                         29.14 %
</TABLE>
                                               Aetna Mutual Funds Annual Report
                                                                             72
<PAGE>
                                

<TABLE>
<CAPTION>
                                                        The Aetna Fund
                                                Select Class               Adviser Class*
                                     Ten-month                                             
                                    period ended  Year ended   Year ended    Period from   
                                    October 31,  December 31, December 31, April 15, 1994- 
                                       1994          1993         1992     October 31, 1994
                                    ------------ ------------ ------------ ----------------
<S>                                     <C>            <C>          <C>              <C>   
Net asset value, beginning of                                                              
period.............................     $10.82         10.18        10.00            10.54 
                                    ------------ ------------ ------------ ----------------
Income from                        
Investment Operations              
Net investment income..............        .23           .34          .43              .19 
Net realized and unrealized gain                                                           
(loss) on investments..............       (.28)          .64          .24              .00 
                                    ------------ ------------ ------------ ----------------
Total..............................       (.05)          .98          .67              .19 
Less Distributions                 
Dividends from net investment                                                              
income.............................       (.12)         (.30)        (.39)            (.11)
Dividends in excess of net                                                                 
investment income..................        .00          (.01)        (.10)             .00 
Distributions from realized gain                                                           
on investments.....................        .00           .00          .00              .00 
Return of capital distribution.....        .00          (.03)         .00              .00 
                                    ------------ ------------ ------------ ----------------
Net asset value, end of period.....     $10.65         10.82        10.18            10.62 
                                    ============ ============ ============ ================
Total return.......................      (0.42)%        9.84%        6.64%            1.84%
Net assets, end of period (000's)..    $76,267        63,982       37,726           26,396 
Ratio of total investment expenses                                                         
to average net assets**............       1.09 %        0.93%        0.07%            1.87%
Ratio of net investment income to                                                          
average net assets**...............       2.65 %        3.21%        4.31%            1.90%
Ratio of net investment expense                                                            
before reimbursement and                                                                   
waiver to average net assets**.....       1.32 %        1.34%        1.47%            2.06%
Ratio of net investment income                                                             
before reimbursement and                                                                   
waiver to average net assets**.....       2.42 %        2.79%        2.91%            1.67%
Portfolio turnover rate............      86.10 %       19.95%       13.35%           86.10%
</TABLE>
  * The Adviser class became available for sale on April 15, 1994.
 ** Annualized for periods less than one year.
Per share data calculated using average number of shares outstanding throughout
the period.
Financial Highlights

Selected data for a fund share outstanding throughout each period:
See Notes to Financial Statements.
73
<PAGE>
                            

<TABLE>
<CAPTION>
                                                  Growth and Income Fund
                                                 Select Class              Adviser Class*
                                     Ten-month                                             
                                    period ended  Year ended   Year ended    Period from   
                                    October 31,  December 31, December 31, April 15, 1994- 
                                        1994         1993         1992     October 31, 1994
                                    ------------ ------------ ------------ ----------------
<S>                                      <C>           <C>          <C>              <C>   
Net asset value, beginning of                                                              
period.............................      $11.03        10.51        10.00            10.75 
                                    ------------ ------------ ------------ ----------------
Income from                        
Investment Operations              
Net investment income..............         .12          .19          .26              .11 
Net realized and unrealized gain                                                           
(loss) on investments..............         .04          .50          .51              .30 
                                    ------------ ------------ ------------ ----------------
Total..............................         .16          .69          .77              .41 
Less Distributions                 
Dividends from net investment                                                              
income.............................        (.08)        (.16)        (.26)            (.08)
Dividends in excess of net                                                                 
investment income..................         .00          .00          .00              .00 
Distributions from realized gain                                                           
on investments.....................         .00          .00          .00              .00 
Return of capital distribution.....         .00         (.01)         .00              .00 
                                    ------------ ------------ ------------ ----------------
Net asset value, end of period.....      $11.11        11.03        10.51            11.08 
                                    ============ ============ ============ ================
Total return.......................        1.40%        6.58%        7.81%            3.71%
Net assets, end of period (000's)..    $301,360       60,127       31,473            5,740 
Ratio of total investment expenses                                                         
to average net assets**............        0.92%        1.13%        0.33%            2.32%
Ratio of net investment income to                                                          
average net assets**...............        1.51%        1.77%        2.83%            1.74%
Ratio of net investment expense                                                            
before reimbursement and                                                                   
waiver to average net assets**.....        1.03%        1.27%        1.72%            2.42%
Ratio of net investment income                                                             
before reimbursement and                                                                   
waiver to average net assets**.....        1.39%        1.55%        1.44%            1.65%
Portfolio turnover rate............       54.13%       23.60%       14.44%           54.13%
                                               Aetna Mutual Funds Annual Report
                                                                             74
</TABLE>
<PAGE>


<TABLE>
<CAPTION>
                                                                      Growth Fund
                                                               Select Class   Adviser Class*
                                                                Ten-month       Period from   
                                                              period ended    April 15, 1994- 
                                                             October 31, 1994 October 31, 1994
                                                             ---------------- ----------------
<S>                                                                  <C>               <C>    
Net asset value, beginning of period........................         $10.00            10.26  
                                                             ---------------- ----------------
Income from                                                 
Investment Operations                                       
Net investment income (loss)................................            .09             (.02) 
Net realized and unrealized gain (loss) on investments......            .69              .50  
                                                             ---------------- ----------------
Total.......................................................            .78              .48  
Less Distributions                                                                            
Dividends from net investment income........................            .00              .00  
Dividends in excess of net investment income................            .00              .00  
Distributions from realized gain on investments.............            .00              .00  
                                                             ---------------- ----------------
Net asset value, end of period..............................         $10.78            10.74  
                                                             ================ ================
Total return................................................           7.70 %           4.58 %
Net assets, end of period (000's)...........................        $27,188              417  
Ratio of total investment expenses to average net assets**..           0.92 %           1.72 %
Ratio of net investment income to average net assets**......           1.10 %          (0.25)%
Ratio of net investment expense before reimbursement and                                      
waiver to average net assets**..............................           1.42 %           2.17 %
Ratio of net investment income before reimbursement and                                       
waiver to average net assets**..............................           0.60 %          (0.71)%
Portfolio turnover rate.....................................         120.32 %         120.32 %
</TABLE>

  * The Adviser class became available for sale on April 15, 1994.
 ** Annualized for periods less than one year.
Per share data calculated using average number of shares outstanding throughout
the period.

Financial Highlights

Selected data for a fund share outstanding throughout each period:
See Notes to Financial Statements.
75
<PAGE>


<TABLE>
<CAPTION>
                                                              Small Company Growth Fund
                                                           Select Class    Adviser Class*
                                                            Ten-month       Period from   
                                                          period ended    April 15, 1994- 
                                                         October 31, 1994 October 31, 1994
                                                         ---------------- ----------------
<S>                                                              <C>               <C>    
Net asset value, beginning of period....................         $10.00            10.24  
                                                         ---------------- ----------------
Income from                                             
Investment Operations                                   
Net investment income (loss)............................            .02             (.04) 
Net realized and unrealized gain (loss) on investments..            .37              .15  
                                                         ---------------- ----------------
Total...................................................            .39              .11  
Less Distributions                                                                        
Dividends from net investment income....................            .00              .00  
Dividends in excess of net investment income............            .00              .00  
Distributions from realized gain on investments.........            .00              .00  
                                                         ---------------- ----------------
Net asset value, end of period..........................         $10.39            10.35  
                                                         ================ ================
Total return............................................           3.90 %           0.98 %
Net assets, end of period (000's).......................        $25,879              205  
Ratio of total investment expenses to average net                                         
assets**................................................           1.15 %           1.78 %
Ratio of net investment income to average net assets**..           0.21 %          (0.72)%
Ratio of net investment expense before reimbursement                                      
and waiver to average net assets**......................           1.58 %           2.14 %
Ratio of net investment income before reimbursement and                                   
waiver to average net assets**..........................          (0.22)%          (1.07)%
Portfolio turnover rate.................................         116.28 %         116.28 %
</TABLE>

                                               Aetna Mutual Funds Annual Report
                                                                             76
<PAGE>

<TABLE>
<CAPTION>
                                                    International Growth Fund
                                                Select Class               Adviser Class*
                                     Ten-month                                             
                                    period ended Year ended   Year ended     Period from   
                                    October 31,  December 31, December 31, April 15, 1994- 
                                        1994        1993         1992      October 31, 1994
                                    ------------ ------------ ------------ ----------------
<S>                                      <C>           <C>         <C>               <C>
Net asset value, beginning of                                                              
period.............................      $11.17        8.88        10.00             11.24 
                                    ------------ ------------ ------------ ----------------
Income from                        
Investment Operations              
Net investment income..............         .06         .05          .06               .01 
Net realized and unrealized gain                                                           
(loss) on investments..............         .33        2.65        (1.15)              .26 
                                    ------------ ------------ ------------ ----------------
Total..............................         .39        2.70        (1.09)              .27 
Less Distributions                 
Dividends from net investment                                                              
income.............................         .00        (.05)        (.03)              .00 
Dividends in excess of net                                                                 
investment income..................         .00        (.34)         .00               .00 
Distributions from realized gain                                                           
on investments.....................         .00        (.02)         .00               .00 
                                    ------------ ------------ ------------ ----------------
Net asset value, end of period.....      $11.56       11.17         8.88             11.51 
                                    ============ ============ ============ ================
Total return.......................        3.49%      30.37 %     (10.84)%            2.40%
Net assets, end of period (000's)..     $31,479      39,847       26,640            26,647 
Ratio of total investment expenses                                                         
to average net assets**............        1.66%       1.48 %       0.50 %            2.27%
Ratio of net investment income to                                                          
average net assets**...............        0.71%       0.50 %       1.36 %            0.17%
Ratio of net investment expense                                                            
before reimbursement and                                                                   
waiver to average net assets**.....        1.80%       1.77 %       2.98 %            2.41%
Ratio of net investment income                                                             
before reimbursement and                                                                   
waiver to average net assets**.....        0.57%       0.20 %     (1.12) %            0.02%
Portfolio turnover rate............       81.67%     110.38 %      81.74 %           81.67%
</TABLE>
 * The Adviser class became available for sale on April 15, 1994.
** Annualized for periods less than one year.
Per share data calculated using average number of shares outstanding throughout
the period.
Financial Highlights

Selected data for a fund share outstanding throughout each period:
See Notes to Financial Statements.
77
<PAGE>

<TABLE>
<CAPTION>
                                                                       Asian Growth Fund
                                                              Select Class    Adviser Class*
                                                                Ten-month       Period from   
                                                              period ended    April 15 1994-  
                                                             October 31, 1994 October 31, 1994
                                                             ---------------- ----------------
<S>                                                                  <C>                <C>   
Net asset value, beginning of period........................         $10.00             8.56  
                                                             ---------------- ----------------
Income from                                                 
Investment Operations                                       
Net investment income (loss)................................            .05             (.01) 
Net realized and unrealized gain (loss) on investments......           (.56)             .91  
                                                             ---------------- ----------------
Total.......................................................           (.51)             .90  
Less Distributions                                          
Dividends from net investment income........................            .00              .00  
Dividends in excess of net investment income................            .00              .00  
Distributions from realized gain on investments.............            .00              .00  
                                                             ---------------- ----------------
Net asset value, end of period..............................          $9.49             9.46  
                                                             ================ ================
Total return................................................          (5.10)%          10.51 %
Net assets, end of period (000's)...........................        $29,386              314  
Ratio of total investment expenses to average net assets**..           1.25 %           1.42 %
Ratio of net investment income to average net assets**......           0.71 %          (0.24)%
Ratio of net investment expense before reimbursement and                                      
waiver to average net assets**..............................           1.81 %           1.73 %
Ratio of net investment income before reimbursement and                                       
waiver to average net assets**..............................           0.15 %          (0.55)%
Portfolio turnover rate.....................................          65.50 %          65.50 %

                                               Aetna Mutual Funds Annual Report
                                                                             78
</TABLE>

<PAGE>

                     Principal    Market   
                      Amount       Value   
                    ---------- ------------
Government and Agency                      
Obligations (11.8%)                        
Federal Home Loan                          
Bank System,                               
4.75%, 11/25/94     $1,500,000 $  1,501,016
Federal National                           
Mortgage                                   
Association, 4.75%,                        
11/29/94             6,000,000    5,977,833
Federal National                           
Mortgage                                   
Association, MTN,                          
4.84%, 2/18/97       4,000,000    4,007,644
Student Loan                               
Marketing                                  
Association, FRN,                          
5.20%, 1/21/97       5,000,000    5,005,747
U.S. Treasury Bill,                        
4.915%, 2/09/95      3,000,000    2,959,042
U.S. Treasury Note,                        
3.875%, 4/30/95      5,000,000    4,965,738
                               ------------
Total Government and Agency                
Obligations (cost $24,417,020) $ 24,417,020
                               ------------
Corporate and Foreign         
Obligations (87.9%)           
Foreign & Supranational       
Obligations (15.0%)           
Australian Wheat                           
Board, Comm.                               
Paper, 5.53%,                              
7/24/95              3,000,000    2,996,946
Government                                 
Development Bank                           
of Puerto Rico,                            
Comm. Paper,                               
5.05%, 11/01/94      6,500,000    6,500,000

See Notes to Portfolio of Investments.
                      Principal    Market   
                       Amount       Value   
                     ---------- ------------
Nordbanken N.A.,                            
Inc., Comm. Paper,                          
4.80%, 12/05/94      $4,000,000 $  3,981,867
Nordbanken N.A.,                            
Inc., Comm. Paper,                          
5.12%, 2/07/95        1,200,000    1,183,275
Nordbanken N.A.,                            
Inc., Comm. Paper,                          
5.24%, 3/14/95          500,000      490,321
Province Of British                         
Columbia, Comm.                             
Paper, 4.69%,                               
12/05/94              4,000,000    3,982,282
Skandinaviska                               
Enskilda Banken                             
Funding, Comm.                              
Paper, 3.46%,                               
12/13/94              7,000,000    7,000,000
Svenska                                     
Handelsbanken,                              
Inc., Comm. Paper,                          
4.00%, 5/19/95        5,000,000    5,000,000
                                ------------
Total Foreign & Supranational               
Obligations                     $ 31,134,691
                                ------------
Corporate Obligations (72.9%)  
Aerospace & Aircraft (0.7%)    
Lockheed                                    
Corporation,                                
Comm. Paper,                                
4.013%, 5/11/95       1,500,000    1,502,048
                                ------------
Asset-Backed Securities (10.1%)
Carco Auto Loan                             
Trust 1993-2, Corp.                         
Note, 3.225%,                               
11/15/98              4,500,000    4,500,000
Portfolio of Investments

October 31, 1994
Money Market Fund


Aetna Mutual Funds Annual Report
79
<PAGE>
                       Principal    Market   
                        Amount       Value   
                      ---------- ------------
Case Equipment Loan                          
Trust, Corp. Note,                           
3.58%, 2/15/95        $1,191,005 $  1,190,528
Caterpillar Financial                        
Trust 1993-2, Class                          
A-1, 4.688%,                                 
6/25/95                2,218,231    2,218,110
Money Market Credit                          
Card Trust 1989-1,                           
Corp. Note, 3.26%,                           
6/10/96                  727,273      727,273
Money Market Credit                          
Card Trust 1989-1,                           
Corp. Note, 3.34%,                           
6/10/96                1,089,367    1,089,367
Money Market Credit                          
Card Trust 1989-1,                           
Corp. Note, 3.50%,                           
6/10/96                2,181,818    2,181,818
Olympic Automobile                           
Receivables, Corp.                           
Note, 5.56%,                                 
9/15/95                9,089,482    9,089,482
                                 ------------
                                   20,996,578
                                 ------------
Autos & Auto Equipment (1.0%)   
General Motors                               
Corp., Corp. MTN,                            
8.90%, 2/07/95         2,000,000    2,016,919
                                 ------------
Banks (2.5%)                    
First Fidelity Bank,                         
N.A., Corp. Note,                            
9.75%, 5/25/95         5,000,000    5,101,883
                                 ------------
Computer and Office             
Equipment (2.9%)                
Xerox Mexicana S.A.                          
de C.V., Comm.                               
Paper, 5.04%,                                
11/08/94               2,000,000    1,998,040
                      Principal    Market   
                       Amount       Value   
                     ---------- ------------
Xerox Mexicana S.A.                         
de C.V., Comm.                              
Paper, 5.15%,                               
11/08/94             $4,000,000 $  3,995,994
                                ------------
                                   5,994,034
                                ------------
Diversified (1.3%)             
Dover Corp., Comm.                          
Paper, 4.87%,                               
11/14/94 (a)          1,000,000      998,241
Dover Corp., Comm.                          
Paper, 4.87%,                               
12/29/94 (a)          1,000,000      992,154
Enron Corporation,                          
Comm. Paper,                                
5.05%, 11/02/94         585,000      584,918
                                ------------
                                   2,575,313
                                ------------
Electric Utilities (2.9%)      
Central & South West                        
Corporation,                                
Comm. Paper,                                
5.00%, 12/05/94       3,000,000    2,985,833
Pennsylvania Power                          
and Light Co.,                              
Comm. Paper,                                
4.80%, 11/02/94       3,000,000    2,999,600
                                ------------
                                   5,985,433
                                ------------
Equipment Leasing (3.9%)       
International Lease                         
Finance                                     
Corporation,                                
Comm. Paper,                                
4.82%, 11/15/94       4,000,000    3,992,502
USL Capital                                 
Corporation,                                
Comm. Paper,                                
5.10%, 12/20/94       4,000,000    3,972,233
                                ------------
                                   7,964,735
                                ------------
Money Market Fund


             Aetna Mutual Funds Annual Report
                                           80
<PAGE>
                       Principal    Market   
                        Amount       Value   
                      ---------- ------------
Finance (45.4%)                              
American Express                             
Credit Corp.,                                
Comm. Paper,                                 
4.15%, 12/05/94       $1,000,000 $    999,270
American Honda                               
Finance                                      
Corporation, Corp.                           
Note, 3.865%,                                
3/10/95 (a)            3,100,000    3,099,519
AVCO Financial                               
Services, Inc.,                              
Corp. MTN,                                   
3.62%, 6/02/95         4,000,000    4,000,000
Beneficial                                   
Corporation, Corp.                           
MTN, 4.20%,                                  
6/09/95                5,000,000    5,000,000
Bridgestone Firestone                        
Master Trust,                                
Comm. Paper,                                 
4.90%, 11/17/94 (a)    4,000,000    4,000,000
Bridgestone Firestone                        
Master Trust,                                
Comm. Paper,                                 
4.92%, 11/14/94 (a)    3,000,000    3,000,000
Budget Funding                               
Corporation, Corp.                           
Note, 5.09%,                                 
12/27/94               2,500,000    2,480,206
Budget Funding                               
Corporation, Corp.                           
Note, 5.09%,                                 
12/28/94               2,500,000    2,479,852
Caterpillar Financial                        
Services, Comm.                              
Paper, 5.08%,                                
11/16/94               1,500,000    1,496,825
See Notes to Portfolio of Investments.
                     Principal    Market   
                      Amount       Value   
                    ---------- ------------
CIESCO, L.P.,                              
Comm. Paper,                               
4.85%, 11/01/94     $6,696,000 $  6,696,000
Corporate Asset                            
Funding, Comm.                             
Paper, 4.84%,                              
11/23/94             4,000,000    3,988,169
Countrywide Funding                        
Corporation,                               
Comm. Paper,                               
4.43%, 2/17/95       5,000,000    5,000,000
Countrywide Funding                        
Corporation, Corp.                         
MTN, 4.85%,                                
11/09/94             4,500,000    4,495,150
CSW Credit Inc.,                           
Comm. Paper,                               
5.15%, 11/30/94      3,300,000    3,286,310
Dean Witter,                               
Discover & Co.,                            
Comm. Paper,                               
4.81%, 11/07/94      3,250,000    3,247,395
Fleet Mortgage                             
Group, Inc.,                               
Comm. Paper,                               
4.87%, 11/14/94      7,000,000    6,987,690
General Motors                             
Accept.                                    
Corporation, Corp.                         
MTN, 9.05%,                                
12/12/94             2,000,000    2,008,411
General Motors                             
Accept.                                    
Corporation, Corp.                         
MTN, 9.45%,                                
5/18/95              2,000,000    2,040,119
Greyhound Financial                        
Corp., Comm.                               
Paper, 4.925%,                             
11/14/94             2,200,000    2,196,087
Portfolio of Investments

October 31, 1994
Money Market Fund


Aetna Mutual Funds Annual Report
81
<PAGE>

                     Principal    Market   
                      Amount       Value   
                    ---------- ------------
Greyhound Financial                        
Corp., Comm.                               
Paper, 5.05%,                              
11/28/94            $1,500,000 $  1,494,319
Household Finance                          
Corporation,                               
Comm. Paper,                               
5.15%, 11/28/94      3,300,000    3,287,250
Household Finance                          
Corporation, Corp.                         
MTN, 3.13%,                                
11/10/94             1,500,000    1,500,000
ITT Financial                              
Corporation, Corp.                         
Note, 3.158%,                              
11/17/94             3,500,000    3,499,849
ITT Financial                              
Corporation, Corp.                         
Note, 5.21%,                               
12/12/94             3,000,000    2,982,199
Paccar Financial                           
Corporation, Corp.                         
MTN, 6.13%,                                
12/15/94             1,500,000    1,504,171
Prudential Funding                         
Corp., Comm.                               
Paper, 3.44%,                              
2/24/95              5,000,000    4,998,923
Sears Roebuck                              
Acceptance Corp.,                          
Corp. MTN,                                 
9.03%, 3/21/95       1,000,000    1,013,147
Transamerica                               
Financial Corp.,                           
Comm. Paper,                               
4.65%, 11/22/94      3,000,000    2,991,863

See Notes to Financial Statements.
                     Principal    Market   
                      Amount       Value   
                    ---------- ------------
Whirlpool Financial                        
Corporation,                               
Comm. Paper,                               
5.50%, 1/17/95      $1,500,000   $1,482,354
Whirlpool Financial                        
Corporation,                               
Comm. Paper,                               
5.52%, 2/13/95       3,000,000    2,952,160
                               ------------
                                 94,207,238
                               ------------
Health Services (0.8%)                     
Columbia/HCA                               
Healthcare Corp.,                          
FRN, 4.65%,                                
7/28/97              1,750,000    1,749,153
                               ------------
Retail (1.4%)                              
Dayton Hudson                              
Corporation,                               
Comm. Paper,                               
4.93%, 11/21/94      3,000,000    2,991,783
                               ------------
Total Corporate Obligations    $151,085,117
                               ------------
Total Corporate and Foreign                
Obligations                                
(cost $182,219,808)            $182,219,808
                               ------------
Total Investments                          
(cost $206,636,828) (b)        $206,636,828

Notes to Portfolio of Investments

(a) 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 Directors.

(b) The cost of investments for income tax purposes is identical to book. There
    were no unrealized gains and losses at October 31, 1994.
Category percentages are based on net assets.
Money Market Fund


                                               Aetna Mutual Funds Annual Report
                                                                             82
<PAGE>
                      Principal    Market  
                       Amount      Value   
                     ---------- -----------
U.S. Government and Agency                 
Obligations (75.6%)                        
Agency Mortgage-Backed                     
Securities (14.7%)                         
Federal National                           
Mortgage                                   
Association, 7.00%,                        
6/01/23              $  987,340 $   899,715
Federal National                           
Mortgage                                   
Association, 7.00%,                        
8/01/23               1,008,212     918,733
Government National                        
Mortgage                                   
Association, 9.00%,                        
7/15/16                 610,159     621,409
Government National                        
Mortgage                                   
Association, 9.00%,                        
5/15/16                 559,558     569,875
Government National                        
Mortgage                                   
Association, 8.50%,                        
10/15/07                827,736     844,036
                                -----------
                                  3,853,768
                                -----------
U.S. Agency Obligations (10.0%)            
Private Export                             
Funding, 5.48%,                            
9/15/03                 900,000     821,853
Small Business                             
Administration,                            
8.25%, 11/01/11         909,107     895,915
Small Business                             
Administration                             
92-20K, 7.55%,                             
11/01/12                959,233     909,870
                                -----------
                                  2,627,638
                                -----------

See Notes to Portfolio of Investments.
                         Principal     Market  
                           Amount      Value   
                        ----------- -----------
U.S. Government Obligations (50.9%)            
U.S. Treasury Bond,                            
10.375%, 11/15/12       $ 2,000,000 $ 2,370,000
U.S. Treasury Note,                            
5.125%, 4/30/98           5,000,000   4,676,560
U.S. Treasury Note,                            
5.125%, 6/30/98           2,500,000   2,328,905
U.S. Treasury Note,                            
6.50%, 4/30/99            2,000,000   1,930,624
U.S. Treasury Strips,                          
Zero Coupon,                                   
5/15/03                   4,000,000   2,062,544
                                    -----------
                                     13,368,633
                                    -----------
Total U.S. Government and Agency               
Obligations                                    
(cost $20,935,397)                  $19,850,039
                                    -----------
Foreign & Supranational                        
Obligations (4.1%)                             
International Bank for                         
Reconstruction and                             
Development,                                   
9.25%, 7/15/07            1,000,000   1,077,940
                                    -----------
Total Foreign & Supranational                  
Obligations                                    
(cost $1,133,383)                    $1,077,940
                                    -----------
Short-Term Investments (19.3%)                 
American Express                               
Credit Corp.,                                  
4.72%, 11/02/94           1,279,000   1,278,832
CIESCO, L.P.,                                  
4.85%, 11/01/94           1,200,000   1,200,000
General Electric Co.                           
(U.S.), 4.72%,                                 
11/01/94                    465,000     465,000
Portfolio of Investments

October 31, 1994
Government Fund


Aetna Mutual Funds Annual Report
83
<PAGE>
                      Principal    Market  
                       Amount      Value   
                     ---------- -----------
Koch Industries                            
Incorporated, 4.84%,                       
11/01/94 (a)         $  930,000    $930,000
Norwest Financial,                         
Inc., 4.70%,                               
11/02/94              1,200,000   1,199,843
                                -----------
Total Short-Term Investments               
(cost $5,073,675)                $5,073,675
                                -----------
Total Investments                          
(cost $27,142,455) (b)          $26,001,654


See Notes to Financial Statements.

Notes to Portfolio of Investments

(a) 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 Directors.

(b) The cost of investments for income tax purposes is identical. Unrealized
    gains and losses, based on identified tax cost at October 31, 1994 are as
    follows:

Unrealized gains.....           $0 
Unrealized losses....   (1,140,801)
                      -------------
Net unrealized loss..  $(1,140,801)
                      =============
Category percentages are based on net assets.
Government Fund


                                               Aetna Mutual Funds Annual Report
                                                                             84

<PAGE>

                       Principal     Market  
                         Amount      Value   
                      ----------- -----------
Long-Term Bonds and Notes (91.6%)            
U.S. Government and Agency                   
Obligations (30.8%)                          
Agency Mortgage-Backed                       
Securities (8.0%)                            
Federal Home Loan                            
Mortgage Corp.,                              
5.625%, 12/01/22       $  995,515 $ 1,004,848
Federal National                             
Mortgage                                     
Association, 7.00%,                          
12/01/23                1,014,521     924,482
Federal National                             
Mortgage                                     
Association, 90 34 C                         
PO, CMO, Zero                                
Coupon, 6/25/19           642,099     492,008
Federal National                             
Mortgage                                     
Association, 92                              
114A PO, CMO,                                
Zero Coupon,                                 
6/25/22                 1,077,407     809,402
Government National                          
Mortgage                                     
Association, 10.00%,                         
11/15/18                  176,631     189,326
Government National                          
Mortgage                                     
Association, 10.00%,                         
4/15/19                   122,101     130,877
Government National                          
Mortgage                                     
Association, 10.00%,                         
7/15/19                   175,784     188,418
Government National                          
Mortgage                                     
Association, 10.00%,                         
7/15/19                    34,348      36,816
See Notes to Portfolio of Investments.
                       Principal    Market  
                        Amount      Value   
                      ---------- -----------
Government National                         
Mortgage                                    
Association, 9.50%,                         
7/15/18               $  434,760 $   454,732
                                 -----------
                                   4,230,909
                                 -----------
U.S. Agency Obligations (4.8%)              
Private Export                              
Funding, 5.48%,                             
9/15/03                1,800,000   1,643,706
Small Business                              
Administration                              
92-20K, 7.55%,                              
11/01/12                 959,233     909,870
                                 -----------
                                   2,553,576
                                 -----------
U.S. Government                             
Obligations (18.0%)                         
U.S. Treasury Bond,                         
10.375%, 11/15/12      2,000,000   2,370,000
U.S. Treasury Note,                         
5.125%, 2/28/98        2,000,000   1,878,124
U.S. Treasury Note,                         
6.75%, 5/31/97         4,000,000   3,975,000
U.S. Treasury Strips,                       
Zero Coupon,                                
2/15/12                2,000,000     487,836
U.S. Treasury Strips,                       
Zero Coupon,                                
8/15/10                3,000,000     828,318
                                 -----------
                                   9,539,278
                                 -----------
Total U.S. Government and                   
Agency Obligations               $16,323,763
                                 -----------
Domestic Corporate & Convertible            
Bonds and Notes (23.3%)                     
Asset-Backed Securities (3.8%)              
Advanta Credit Card                         
1993-2, 5.105%,                             
8/31/00                2,000,000   1,993,750
                                 -----------
Portfolio of Investments

October 31, 1994
Bond Fund


Aetna Mutual Funds Annual Report
85
<PAGE>

                        Principal    Market  
                         Amount      Value   
                       ---------- -----------
Finance Companies (11.5%)                    
American Express                             
Credit Corp., 8.50%,                         
6/15/99                $1,000,000 $ 1,020,347
Associates Corp.,                            
8.55%, 7/15/09          1,000,000   1,045,060
Commercial Credit                            
Corp., 8.70%,                                
6/15/09                 1,000,000   1,048,430
General Electric                             
Capital Corporation,                         
6.65%, 4/14/08          1,000,000     966,714
ITT Financial                                
Corporation,                                 
8.875%, 6/15/03         1,000,000   1,038,661
Textron Financial                            
Corp. FRC-MTN,                               
5.26%, 11/24/95 (a)     1,000,000   1,000,000
                                  -----------
                                    6,119,212
                                  -----------
Other Corporate Bonds (7.9%)                 
Georgia Pacific Corp.,                       
9.50%, 12/01/11         1,000,000   1,035,218
Healthtrust Inc.,                            
10.75%, 5/01/02         1,000,000   1,086,250
Tele-Communications,                         
Inc., 9.25%, 4/15/02    1,000,000   1,016,724
TRW Incorporated,                            
9.35%, 6/04/20          1,000,000   1,073,690
                                  -----------
                                    4,211,882
                                  -----------
Total Domestic Corporate &                   
Convertible Bonds and Notes       $12,324,844
                                  -----------
Foreign & Supranational                      
Obligations (28.2%)                          
Abbey National FRN,                          
5.335%, 4/27/95 (a)     2,000,000   1,994,420

                        Principal    Market  
                         Amount      Value   
                       ---------- -----------
Bank of China, 6.75%,                        
3/15/99                $1,000,000 $   942,110
CEMEX S.A., 10.00%,                          
11/05/99                1,000,000   1,005,000
Empresa Dist Sur                             
FRN, 8.763%,                                 
5/17/96                 1,500,000   1,507,500
European Investment                          
Bank, 13.00%,                                
8/31/96                 1,182,000   1,270,366
Interamerican                                
Development Bank,                            
12.25%, 12/15/08        1,200,000   1,578,276
International Bank for                       
Reconstruction and                           
Development,                                 
9.25%, 7/15/07          2,000,000   2,162,475
KFW International                            
Finance, 8.85%,                              
6/15/99                 1,500,000   1,562,103
Korean Development                           
Bank, 8.60%,                                 
3/25/02                 1,000,000     993,670
Republic of Argentina,                       
10.95%, 11/01/99        1,000,000     987,500
Swire Pacific Ltd.,                          
8.50%, 9/29/04 (a)      1,000,000     978,125
                                  -----------
                                   14,981,545
                                  -----------
Non-Agency Mortgage-Backed Securities (9.3%) 
Chase Mortgage                               
1992-F, 8.25%,                               
5/25/08                 1,059,000   1,051,159
Marine Midland                               
1992-1 AM, 8.00%,                            
4/25/23                   977,004     972,119
Bond Fund


                                               Aetna Mutual Funds Annual Report
                                                                             86
<PAGE>

                        Principal    Market  
                         Amount      Value   
                       ---------- -----------
Prudential Home                              
Mortgage 1992 13                             
M1, 7.50%, 5/25/07     $  720,021 $   666,020
Prudential Home                              
Mortgage 92-39 M,                            
7.00%, 12/25/07           925,115     844,482
Residential Funding                          
Corp. 1992 S2A7,                             
8.00%, 5/25/20            400,922     401,451
Resolution Trust Corp.                       
1991 17B6, 8.20%,                            
9/25/21                 1,000,000     995,313
                                  -----------
                                    4,930,544
                                  -----------
Total Foreign & Supranational                
Obligations and Non-Agency                   
Mortgage-Backed Securities        $19,912,089
                                  -----------
Total Long-Term Bonds and                    
Notes (cost $50,181,905)          $48,560,696
                                  -----------
                         Number              
                           of        Market  
                         Shares      Value   
                       ---------- -----------
Preferred Stocks (2.2%)                      
Banking (1.1%)                               
Citicorp PERCS             30,000     588,750
                                  -----------
Retail (1.1%)                                
Sears Roebuck and Co.                        
PERCS                      10,000     566,250
                                  -----------
Total Preferred Stocks                       
(cost $1,143,138)                  $1,155,000
                                  -----------

See Notes to Financial Statements.
                     Principal    Market  
                      Amount      Value   
                    ---------- -----------
Short-Term Investments (2.1%)             
CIESCO, L.P., Comm.                       
Paper, 4.85%,                             
11/01/94            $1,122,000  $1,122,000
                               -----------
Total Short-Term Investments              
(cost $1,122,000)               $1,122,000
                               -----------
Total Investments                         
(cost $52,447,043) (b)         $50,837,696

Notes to Portfolio of Investments

(a) 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 Directors.

(b) The cost of investments for income tax purposes amounted to $52,475,683.
    Unrealized gains and losses, based on identified tax cost at October 31,
    1994 are as follows:

Unrealized gains.....     $124,903 
Unrealized losses....   (1,762,890)
                      -------------
Net unrealized loss..  $(1,637,987)
                      =============
Category percentages are based on net assets.
Portfolio of Investments

October 31, 1994
Bond Fund


Aetna Mutual Funds Annual Report
87
<PAGE>

                        Principal    Market  
                         Amount      Value   
                       ---------- -----------
Long-Term Bonds and Notes (93.0%)
Airport (3.7%)                   
City and County of                           
Denver, Colorado,                            
Airport System                               
Revenue Bonds,                               
7.00%, 11/15/99        $1,000,000 $   990,000
                                  -----------
Electric Revenue (10.0%)         
                                             
Seattle, Washington                          
Light and Power                              
System, Light and                            
Power Revenue                                
Refunding Bonds,                             
4.90%, 5/01/03          1,000,000     916,250
                                             
Southern Minnesota                           
Municipal Power                              
Agency, Power                                
Supply System                                
Revenue Bonds,                               
5.50%, 1/01/03          1,000,000     973,750
                                             
Washington Public                            
Power Supply                                 
System, Nuclear                              
Project No. 2                                
Revenue Refunding                            
Bonds, 5.375%,                               
7/01/11                 1,000,000     846,250
                                  -----------
                                    2,736,250
                                  -----------
General Obligation (17.4%)       
Cedar Rapids, Iowa,                          
General Obligation                           
Bonds, 5.125%,                               
6/01/11                 1,000,000     855,000
Chesapeake, Virginia,                        
General Obligation                           
Bonds, 5.70%,                                
5/01/07                 1,000,000     963,750

See Notes to Portfolio of Investments.
                                Principal    Market  
                                 Amount      Value   
                               ---------- -----------
City and County of                                   
Honolulu, Hawaii,                                    
General Obligation                                   
Bonds, 5.50%,                                        
4/01/06                        $1,000,000 $   951,250
Commonwealth of                                      
Puerto Rico, General                                 
Obligation Bonds,                                    
6.30%, 7/01/09                  1,000,000     975,000
State of Delaware,                                   
General Obligation                                   
Refunding Bonds,                                     
5.20%, 7/01/02                  1,000,000     972,500
                                          -----------
                                            4,717,500
                                          -----------
Housing (3.3%)                           
Virginia Housing                                     
Development                                          
Authority, Mortgage                                  
Revenue Bonds,                                       
5.70%, 1/01/11                  1,000,000     890,000
                                          -----------
Insured (10.0%)                          
Atlanta, Georgia,                                    
Airport Facilities                                   
Revenue Refunding                                    
Bonds, (Ambac-Insured), 5.30%,                       
1/01/03                         1,000,000     971,250
Florida Municipal                                    
Power Agency, All                                    
Requirements Power                                   
Supply Project                                       
Revenue Bonds                                        
(Ambac-Insured),                                     
5.10%, 10/01/14                 1,000,000     813,750
Portfolio of Investments

October 31, 1994
Tax-Free Fund


                                               Aetna Mutual Funds Annual Report
                                                                             88
<PAGE>
                               Principal    Market  
                                Amount      Value   
                              ---------- -----------
Kentucky Turnpike                                   
Authority, Economic                                 
Development Road                                    
Revenue Refunding                                   
Bonds (Ambac-Insured), 5.50%,                       
7/01/09                       $1,000,000 $   913,750
                                         -----------
                                           2,698,750
                                         -----------
Lease (7.2%)                            
Indiana Transportation                              
Finance Authority,                                  
Airport Facilities                                  
Lease Revenue                                       
Bonds, 6.50%,                                       
11/01/07                       1,000,000     987,500
State Public Works                                  
Board of the State of                               
California, Lease                                   
Revenue Bonds,                                      
(The Regents of the                                 
University of                                       
California), 6.125%,                                
10/01/07                       1,000,000     961,250
                                         -----------
                                           1,948,750
                                         -----------
Pollution Control (6.6%)                
Gulf Coast Waste                                    
Disposal Authority,                                 
Texas, Solid Waste                                  
Disposal Revenue                                    
Refunding Bonds,                                    
(The Quaker Oats                                    
Project), 5.70%,                                    
5/01/06                        1,000,000     933,750
See Notes to Portfolio of Investments.
                          Principal    Market  
                           Amount      Value   
                         ---------- -----------
Illinois Development                           
Finance Authority,                             
Pollution Control                              
Revenue Refunding                              
Bonds,                                         
(Commonwealth                                  
Edison Project),                               
5.85%, 1/15/14           $1,000,000 $   857,500
                                    -----------
                                      1,791,250
                                    -----------
Prerefunded (11.8%)                
San Antonio, Texas,                            
General Obligation                             
Limited Tax Bonds                              
(Prerefunded 8/01/97                           
@ 100), 7.875%,                                
8/01/10                   1,000,000   1,072,500
State of Wisconsin,                            
General Obligation                             
Bonds (Prerefunded                             
5/01/98 @ 101),                                
6.60%, 5/01/08            1,000,000   1,052,500
Tarrant County, Texas                          
Water Control and                              
Improvement                                    
District No. 1, Water                          
Revenue Bonds                                  
(Prerefunded 3/01/98                           
@ 100), 7.70%,                                 
3/01/00                   1,000,000   1,076,250
                                    -----------
                                      3,201,250
                                    -----------
Sales/Special Tax (3.1%)           
State of Illinois, Sales                       
Tax Revenue Bonds,                             
5.25%, 6/15/13            1,000,000     832,500
                                    -----------
Portfolio of Investments

October 31, 1994
Tax-Free Fund


Aetna Mutual Funds Annual Report
89
<PAGE>
                                  Principal    Market  
                                   Amount      Value   
                                 ---------- -----------
Transportation (3.6%)                      
                                                       
Pennsylvania Turnpike                                  
Commission,                                            
Pennsylvania                                           
Turnpike Revenue                                       
Bonds, 5.80%,                                          
12/01/06                         $1,000,000 $   968,750
                                            -----------
University (6.5%)                          
Dormitory Authority of                                 
the State of New                                       
York, Consolidated                                     
City University                                        
System Revenue                                         
Bonds, 5.75%,                                          
7/01/09                           1,000,000     897,500
University of Alabama-Birmingham                       
Educational                                            
Foundation, Student                                    
Housing Revenue                                        
Refunding Bonds,                                       
5.30%, 12/01/14                   1,000,000     847,500
                                            -----------
                                              1,745,000
                                            -----------
Water/Sewer (9.8%)                         
DuPageWater                                            
Commission,                                            
Illinois, Water                                        
Revenue Refunding                                      
Bonds, 5.25%,                                          
5/01/11                           1,000,000     857,500
Massachusetts Water                                    
Resources Authority,                                   
General Revenue                                        
Refunding Bonds,                                       
5.25%, 3/01/13                    1,000,000     831,250

See Notes to Financial Statements.
                        Principal    Market  
                         Amount      Value   
                       ---------- -----------
                                             
Portland, Oregon,                            
Sewer System                                 
Revenue Bonds,                               
6.10%, 6/01/10         $1,000,000    $950,000
                                  -----------
                                    2,638,750
                                  -----------
Total Long-Term Bonds and Notes              
(cost $27,026,318)                $25,158,750
                                  -----------
Short-Term Investments (5.3%)    
Prudential Funding                           
Corp., Comm. Paper,                          
4.82%, 11/01/94           439,000     439,000
Travelers, Inc., Comm.                       
Paper, 4.82%,                                
11/01/94                1,000,000   1,000,000
                                  -----------
Total Short-Term Investments                 
(cost $1,439,000)                  $1,439,000
                                  -----------
Total Investments                            
(cost $28,465,318) (a)            $26,597,750

Notes to Portfolio of Investments

(a) The cost of investments for income tax purposes is identical. Unrealized
    gains and losses, based on identified tax cost at October 31, 1994 are as
    follows:

Unrealized gains.....           $0 
Unrealized losses....   (1,867,568)
                      -------------
Net unrealized loss..  $(1,867,568)
                      =============
Category percentages are based on net assets.
Tax-Free Fund


                                               Aetna Mutual Funds Annual Report
                                                                             90
<PAGE>

                    Number of    Market   
                      Shares      Value   
                    --------- ------------
Common Stocks (56.5%)                     
Aerospace & Defense (2.4%)   
Martin Marietta                           
Corp.                  36,800 $  1,688,200
McDonnell Douglas                         
Corp.                   4,400      620,400
Northrop Grumman                          
Corp.                   3,200      140,400
                              ------------
                                 2,449,000
                              ------------
Autos & Auto Equipment (1.9%)
Chrysler Corp.          5,500      268,125
Eaton Corporation      11,000      576,125
Ford Motor Co.         37,400    1,103,300
                              ------------
                                 1,947,550
                              ------------
Banks (3.0%)                 
Citicorp               16,000      764,000
First Interstate                          
Bancorp.                9,000      720,000
First Union Corp.       2,500      112,500
Nationsbank                               
Corporation            14,843      734,729
Norwest Corp.          22,200      543,900
State Street Boston                       
Corp.                   7,500      248,906
                              ------------
                                 3,124,035
                              ------------
Building Materials &         
Construction (0.3%)          
Martin Marietta                           
Materials Inc.         14,100      290,813
                              ------------
Chemicals (2.8%)             
Dow Chemical Co.        2,400      176,400

See Notes to Portfolio of Investments.
                      Number of    Market   
                        Shares      Value   
                      --------- ------------
du Pont (E.I.) de                           
Nemours & Co.            21,700 $  1,293,862
Georgia Gulf Corp.~       5,200      201,500
Lubrizol Corp.           13,600      438,600
Monsanto Company          3,900      296,887
Morton International,                       
Inc.                     12,600      359,100
Praxair, Inc.             2,600       60,125
Union Carbide Corp.       3,500      115,937
                                ------------
                                   2,942,411
                                ------------
Commercial Services (0.1%)     
Fluor Corp.               2,500      123,750
                                ------------
Computer & Office              
Equipment (3.4%)               
Cabletron Systems,                          
Inc.~                     9,300      467,325
Compaq Computer                             
Corp.~                   15,300      613,912
Hewlett Packard                             
Company                   9,500      928,625
International                               
Business                                    
Machines Corp.           17,700    1,318,650
Sun Microsystems,                           
Inc.~                     2,100       69,037
Tektronix, Inc.           1,500       57,000
                                ------------
                                   3,454,549
                                ------------
Computer Software (0.3%)       
Computer Associates                         
International, Inc.       6,200      307,675
                                ------------
Consumer Products (1.9%)       
Alberto-Culver                              
Company                   4,000      101,500
Portfolio of Investments

October 31, 1994
The Aetna Fund


Aetna Mutual Funds Annual Report
91
<PAGE>
                     Number of    Market   
                       Shares      Value   
                     --------- ------------
Nike, Inc. Class B       2,200 $    133,925
Procter & Gamble                           
Co.                      5,500      343,750
Reebok International                       
Ltd.                     6,000      239,250
Springs Industries,                        
Inc., Class A           16,000      646,000
Unilever N.V.            2,000      237,500
VF Corporation           5,800      293,625
                               ------------
                                  1,995,550
                               ------------
Diversified (1.6%)            
Minnesota Mining &                         
Manufacturing Co.        7,800      431,925
Textron Inc.            10,400      530,400
TRW Incorporated         9,000      641,250
                               ------------
                                  1,603,575
                               ------------
Electric Utilities (2.9%)     
American Electric                          
Power Co., Inc.          9,400      300,800
Baltimore Gas &                            
Electric Co.             2,600       60,450
Consolidated Edison                        
Co. of New York,                           
Inc.                    28,700      713,913
Detroit Edison                             
Company                  4,600      121,325
Duke Power Co.          10,900      431,913
PECO Energy                                
Company                 24,000      615,000
Southern Co.            19,000      375,250
Unicom Corp.            14,000      302,750
Union Electric Co.       1,100       39,462
                               ------------
                                  2,960,863
                               ------------

                           Number of    Market   
                             Shares      Value   
                           --------- ------------
Electrical Equipment (3.0%)         
Emerson Electric                                 
Company                       11,600 $    704,700
General Electric Co.                             
(U.S.)                        28,200    1,378,275
General Instrument                               
Corp.~                        13,400      448,900
Grainger (W.W.),                                 
Inc.                           9,700      533,500
                                     ------------
                                        3,065,375
                                     ------------
Financial Services (0.9%)           
Dean Witter,                                     
Discover & Co.                14,000      540,750
MBNA Corporation              12,700      339,725
                                     ------------
                                          880,475
                                     ------------
Food, Beverage & Tobacco (3.7%)     
Anheuser Busch                                   
Companies, Inc.               10,000      507,500
Archer-Daniels-Midland Co.    28,100      804,363
Coca Cola Company                                
(The)                         13,700      688,425
Conagra, Inc.                 22,000      684,750
Coors (Adolph) Co.            14,500      250,125
CPC International                                
Inc.                           8,000      428,000
Sara Lee Corp.                 1,700       41,863
Seagram Co. Ltd.              14,500      447,687
                                     ------------
                                        3,852,713
                                     ------------
Health Services (0.5%)              
Humana Inc.~                  20,400      497,250
                                     ------------
The Aetna Fund


                                               Aetna Mutual Funds Annual Report
                                                                             92
<PAGE>
                        Number of    Market   
                         Shares       Value   
                       ---------- ------------
Health Technology (4.0%)         
Allergan, Inc.              2,700 $     71,213
Amgen Inc.~                12,600      703,238
Baxter International,                         
Inc.                       12,400      322,400
Johnson & Johnson          22,000    1,201,750
Medtronic, Inc.            12,700      661,987
Merck & Co., Inc.           4,000      143,000
Pfizer Inc.                 6,200      459,575
Schering Plough                               
Corp.                       7,200      513,000
                                  ------------
                                     4,076,163
                                  ------------
Hotel, Restaurant & Casino (0.2%)
Caesars World, Inc.~        3,700      162,338
                                  ------------
Insurance (1.6%)                 
Progressive Corp.                             
(Ohio)                      1,700       64,600
SAFECO Corp.                2,500      125,000
St. Paul Companies,                           
Inc.                       28,000    1,221,500
TIG Holdings, Inc.         11,900      229,075
                                  ------------
                                     1,640,175
                                  ------------
Integrated Oil (5.3%)            
Amoco Corp.                13,000      823,875
Atlantic Richfield                            
Co.                           100       10,837
Exxon Corp.                11,700      735,638
Kerr-Mcgee Corp.            6,200      304,575
MAPCO Inc.                  7,700      420,613
Mobil Corp.                14,400    1,238,400

See Notes to Portfolio of Investments.
                     Number of    Market   
                       Shares      Value   
                     --------- ------------
Royal Dutch                                
Petroleum Co.           11,100 $  1,293,150
Shell Transport and                        
Trading Co., Plc-ADR     8,500      606,688
                               ------------
                                  5,433,776
                               ------------
Machinery & Equipment (1.6%)  
Caterpillar Inc.        14,000      836,500
Clark Equipment                            
Co.~                       900       63,112
Dover Corp.             11,900      660,450
Parker-Hannifin                            
Corp.                    1,400       65,450
                               ------------
                                  1,625,512
                               ------------
Media & Entertainment (0.3%)  
Capital Cities/ABC,                        
Inc.                     3,800      315,875
                               ------------
Metals (1.2%)                 
American Barrick                           
Resource Corp.           5,300      126,537
Asarco Inc.              1,800       56,475
Homestake Mining                           
Co.                     22,700      425,625
Nucor Corp.              1,000       61,750
Phelps Dodge Corp.       1,000       61,375
Rouge Steel                                
Company                 19,400      501,975
                               ------------
                                  1,233,737
                               ------------
Oil & Gas Exploration and     
Production (0.6%)             
Equitable Resources                        
Inc.                    20,400      622,200
                               ------------
Portfolio of Investments

October 31, 1994
The Aetna Fund


Aetna Mutual Funds Annual Report
93
<PAGE>

                     Number of    Market   
                       Shares      Value   
                     --------- ------------
Oil & Gas Utilities (0.3%)    
Coastal Corp. (The)      8,000 $    228,000
Sonat Inc.               2,500       81,250
                               ------------
                                    309,250
                               ------------
Paper & Containers (1.3%)     
Ball Corp.               2,100       59,325
Bemis Co., Inc.         10,000      247,500
Crown Cork & Seal                          
Company, Inc.~           5,500      213,813
International Paper                        
Co.                      1,400      104,300
Mead Corp.               1,200       59,550
Scott Paper Co.          4,600      304,175
Weyerhaeuser Co.         8,900      349,325
                               ------------
                                  1,337,988
                               ------------
Publishing (0.9%)             
Gannett Co., Inc.       16,900      811,200
Tribune Co.              2,100      110,513
                               ------------
                                    921,713
                               ------------
Retail (2.9%)                 
Albertson                                  
Incorporated            29,700      891,000
Dayton Hudson                              
Corporation              2,600      201,500
Kroger Co. (The)~        4,200      109,725
May Department                             
Stores Co. (The)        12,700      477,838
Rite Aid Corporation    17,000      408,000
Toys R Us, Inc.~        14,000      539,000

                    Number of    Market   
                      Shares      Value   
                    --------- ------------
Wal-Mart Stores,                          
Inc.                   17,000 $    399,500
                              ------------
                                 3,026,563
                              ------------
Semiconductors &             
Electronics (0.7%)           
General Motors                            
Corp., Class H          6,300      226,799
Micron Technology                         
Inc.                    1,100       43,588
Motorola, Inc.          8,400      494,550
                              ------------
                                   764,937
                              ------------
Specialty Consumer           
Durables (0.1%)              
Fleetwood                                 
Enterprises, Inc.       2,600       59,800
                              ------------
Telephone Utilities (6.0%)   
Airtouch                                  
Communications~         8,000      239,000
Ameritech Corp.        23,000      928,625
AT&T Corp.             17,500      962,500
BCE Inc.               13,000      455,000
Bell Atlantic Corp.    14,700      769,912
BellSouth Corp.        18,200      969,150
MCI                                       
Communications                            
Corp.                  16,000      369,000
Pacific Telesis                           
Group                  15,000      474,375
Sprint Corp.           29,700      968,962
                              ------------
                                 6,136,524
                              ------------
Transportation (0.8%)        
Burlington Northern                       
Inc.                    1,200       59,850
The Aetna Fund


                                               Aetna Mutual Funds Annual Report
                                                                             94
<PAGE>

                    Number of    Market   
                      Shares      Value   
                    --------- ------------
Chicago and North                         
Western                                   
Transportation                            
Company~               20,900 $    425,837
Pittston Service                          
Group                  12,400      342,550
                              ------------
                                   828,237
                              ------------
Total Common Stocks            $57,990,372
                              ------------
Preferred Stocks (2.9%)      
Aerospace & Defense (0.7%)   
Kaman Corp. 6.5%                          
Preferred              14,819      668,685
                              ------------
Autos & Auto Equipment (0.7%)
Chrysler Corp., $50                       
Par (a)                 5,000      681,875
                              ------------
Banks (0.1%)                 
Citicorp PERCS          6,300      123,638
                              ------------
Computer Software (0.0%)     
American Express                          
DECS                      300       13,500
                              ------------
Retail (1.4%)                
Sears Roebuck and                         
Co. PERCS              25,600    1,449,600
                              ------------
Total Preferred Stocks          $2,937,298
                              ------------
Total Common and Preferred                
Stocks (cost $56,976,710 )     $60,927,670
                              ------------

See Notes to Portfolio of Investments.
                         Principal     Market   
                          Amount        Value   
                       ------------ ------------
Long-Term Bonds and Notes (37.7%)  
U.S. Government and                
Agency Obligations (17.8%)         
Agency Mortgage-Backed             
Securities (3.8%)                  
Federal National                                
Mortgage                                        
Association 1991-3                              
Z Tranche, 8.50%,                               
1/25/21                  $3,022,498 $  2,929,677
Federal National                                
Mortgage                                        
Association, 92                                 
114A, PO, CMO,                                  
Zero Coupon,                                    
6/25/22                   1,267,538      952,238
                                    ------------
                                       3,881,915
                                    ------------
U.S. Government Obligations (14.0%)
U.S. Treasury Bill,                             
4.57%, 12/15/94             200,000      198,883
U.S. Treasury Bond,                             
7.50%, 11/15/24             400,000      378,875
U.S. Treasury Note,                             
6.50%, 9/30/96            5,000,000    4,979,685
U.S. Treasury Note,                             
6.875%, 7/31/99           1,000,000      977,500
U.S. Treasury Note,                             
9.375%, 4/15/96           7,500,000    7,795,313
                                    ------------
                                      14,330,256
                                    ------------
Total U.S. Government and Agency                
Obligations                          $18,212,171
                                    ------------
Portfolio of Investments

October 31, 1994
The Aetna Fund


Aetna Mutual Funds Annual Report
95
<PAGE>

                       Principal    Market   
                        Amount       Value   
                      ---------- ------------
Domestic Corporate & Convertible
Bonds and Notes (11.9%)         
Electric Utilities (1.1%)       
CMS Energy, Zero                             
Coupon, 10/01/99      $  750,000 $    707,294
Long Island Lighting                         
Co., 6.25%,                                  
7/15/01                  500,000      414,219
                                 ------------
                                    1,121,513
                                 ------------
Financial Services (5.1%)       
American General                             
Finance, 8.45%,                              
10/15/09               1,000,000    1,030,801
Commercial Credit                            
Corp., 8.70%,                                
6/15/09                1,000,000    1,048,437
General Motors                               
Accept.                                      
Corporation,                                 
6.15%, 1/16/01         1,300,000    1,157,812
Plus Capital Co. II                          
Ltd., 5.625%,                                
12/07/94 (a)           1,000,000      998,750
Textron Financial                            
Corp., 5.26%,                                
11/24/95 (a)           1,000,000    1,000,000
                                 ------------
                                    5,235,800
                                 ------------
Industrial (5.7%)               
Beazer Homes USA                             
Senior Note,                                 
9.00%, 3/01/04           300,000      253,500
Hospitality Franchise                        
Systems, Inc.,                               
4.50%, 10/01/99        3,000,000    2,910,000
                                 Principal    Market   
                                  Amount       Value   
                                ---------- ------------
Kaman Corp., 6.00%,                                    
3/15/12                         $  499,000 $    370,508
News American                                          
Holdings, 8.50%,                                       
2/15/05                            700,000      672,183
Unisys Corporation,                                    
10.625%, 10/01/99                  800,000      809,999
Viacom Inc., 8.00%,                                    
7/07/06                          1,000,000      865,371
                                           ------------
                                              5,881,561
                                           ------------
Total Domestic Corporate &                             
Convertible Bonds and Notes                $ 12,238,874
                                           ------------
Foreign & Supranational                   
Obligations (3.4%)                        
African Development                                    
Bank, 8.80%,                                           
9/01/19                          1,000,000    1,064,063
Argentina FRB-Floating/Sinking,                        
5.00%, 3/31/05                     900,000      652,500
Banco Nacional de                                      
Comercio Exterior,                                     
S.N.C., 7.50%,                                         
7/01/00                            500,000      455,625
Swire Pacific Ltd.,                                    
8.50%, 9/29/04 (a)               1,000,000      978,125
Transportadora de                                      
Gas Del Sur,                                           
7.75%, 12/23/98                    400,000      354,000
                                           ------------
Total Foreign &                                        
Supranational                                          
Obligations                                   3,504,313
                                           ------------
The Aetna Fund


                                               Aetna Mutual Funds Annual Report
                                                                             96
<PAGE>

                               Principal    Market   
                                Amount       Value   
                              ---------- ------------
Non-Agency Mortgage-                    
Backed Securities (4.6%)                
DLJ Mortgage                                         
Acceptance 94-MF11 A3, 8.10%,                        
5/18/04                       $4,000,000 $  3,740,000
Resolution Trust                                     
Corp. 1991 17B6,                                     
8.20%, 9/25/21                 1,000,000      995,312
                                         ------------
                                            4,735,312
                                         ------------
Total Foreign & Supranational                        
Obligations and Non-Agency                           
Mortgage-Backed Securities                 $8,239,625
                                         ------------
Total Long-Term Bonds and Notes                      
(cost $40,026,736)                        $38,690,670
                                         ------------
Short-Term Investments (3.3%)           
Conagra, Inc., 4.90%,                                
11/01/94                       3,341,000    3,341,000
                                         ------------
Total Short-Term Investments                         
(cost $3,341,000)                          $3,341,000
                                         ------------
Total Investments                                    
(cost $100,344,446) (b)                  $102,959,340


See Notes to Financial Statements.

Notes to Portfolio of Investments

 ~ Non-income producing security.

(a) 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 Directors.

(b) The cost of investments for income tax purposes amounted to $100,365,397.
    Unrealized gains and losses, based on identified tax cost at October 31,
    1994 are as follows:

Unrealized gains.....   $5,379,942 
Unrealized losses....   (2,785,999)
                      -------------
Net unrealized gain..   $2,593,943 
                      =============
Category percentages are based on net assets.
Portfolio of Investments

October 31, 1994
The Aetna Fund


Aetna Mutual Funds Annual Report
97
<PAGE>

                    Number of    Market   
                      Shares      Value   
                    --------- ------------
Common Stocks (93.8%)                     
Aerospace & Defense (2.1%)                
Martin Marietta                           
Corp.                  54,200 $  2,486,425
McDonnell Douglas                         
Corp.                  23,800    3,355,800
Northrop Grumman                          
Corp.                  14,100      618,638
                              ------------
                                 6,460,863
                              ------------
Autos & Auto Equipment (2.3%)             
Chrysler Corp.         30,800    1,501,500
Eaton Corporation      18,000      942,750
Ford Motor Co.        164,500    4,852,750
                              ------------
                                 7,297,000
                              ------------
Banks (5.3%)                              
Bankamerica Corp.      14,000      609,000
Citicorp               95,300    4,550,575
First Interstate                          
Bancorp.               36,200    2,896,000
First Union Corp.      51,900    2,335,500
Nationsbank                               
Corporation            67,600    3,346,200
Norwest Corp.          34,800      852,600
State Street Boston                       
Corp.                  60,400    2,004,525
                              ------------
                                16,594,400
                              ------------
Building Materials & Construction (0.1%)  
Martin Marietta                           
Materials Inc.         11,000      226,875
                              ------------

See Notes to Portfolio of Investments.
                      Number of    Market   
                        Shares      Value   
                      --------- ------------
Chemicals (5.6%)                            
Dow Chemical Co.          3,400 $    249,900
du Pont (E.I.) de                           
Nemours & Co.           119,700    7,137,113
Lubrizol Corp.           70,900    2,286,525
Monsanto Company         24,500    1,865,063
Morton International,                       
Inc.                     31,900      909,150
PPG Industries, Inc.     84,500    3,443,375
Praxair, Inc.            21,700      501,813
Union Carbide Corp.      26,100      864,563
                                ------------
                                  17,257,502
                                ------------
Commercial Services (0.6%)                  
Fluor Corp.              36,400    1,801,800
                                ------------
Computer and Office Equipment (6.0%)        
Alco Standard Corp.      50,000    2,850,000
Compaq Computer                             
Corp.~                   88,300    3,543,038
Hewlett Packard                             
Company                  44,300    4,330,325
International                               
Business                                    
Machines Corp.          100,300    7,472,350
Tektronix, Inc.           3,200      121,600
                                ------------
                                  18,317,313
                                ------------
Computer Software (0.4%)                    
Computer Associates                         
International, Inc.      23,500    1,166,188
                                ------------
Consumer Products (2.3%)                    
American Greetings                          
Corp. Class A            70,700    1,939,831
Portfolio of Investments

October 31, 1994
Growth and Income Fund


                                               Aetna Mutual Funds Annual Report
                                                                             98
<PAGE>

                     Number of    Market   
                       Shares      Value   
                     --------- ------------
Gillette Company         5,500 $    409,063
Nike, Inc. Class B      28,800    1,753,200
Procter & Gamble                           
Co.                     21,300    1,331,250
Reebok International                       
Ltd.                    20,500      817,438
Unilever N.V.            2,000      237,500
VF Corporation          10,000      506,250
                               ------------
                                  6,994,532
                               ------------
Diversified (1.5%)                         
Corning Inc.            19,500      663,000
DSG International                          
Ltd.~                    6,000      156,000
Minnesota Mining &                         
Manufacturing Co.       15,300      847,238
Textron Inc.            37,900    1,932,900
TRW Incorporated        14,400    1,026,000
                               ------------
                                  4,625,138
                               ------------
Electric Utilities (4.9%)                  
American Electric                          
Power Co., Inc.         52,000    1,664,000
Baltimore Gas &                            
Electric Co.            13,900      323,175
CINergy Corp.            9,821      223,200
Consolidated Edison                        
Co. of New York,                           
Inc.                    83,500    2,077,063
Detroit Edison                             
Company                  4,900      129,238
Duke Power Co.          43,200    1,711,800
FPL Group, Inc.         48,400    1,603,250

See Notes to Portfolio of Investments.
                           Number of    Market  
                             Shares     Value   
                           --------- -----------
Houston Industries                              
Inc.                           2,200 $    76,725
PECO Energy                                     
Company                       87,600   2,244,750
Southern Co.                 157,000   3,100,750
Unicom Corporation            79,400   1,717,025
Union Electric Co.             3,600     129,150
                                     -----------
                                      15,000,126
                                     -----------
Electrical Equipment (4.2%)                     
Emerson Electric                                
Company                       49,300   2,994,975
General Electric Co.                            
(U.S.)                       154,700   7,560,963
General Instrument                              
Corp.~                        34,000   1,139,000
Grainger (W.W.), Inc.         22,000   1,210,000
                                     -----------
                                      12,904,938
                                     -----------
Financial Services (1.6%)                       
Dean Witter, Discover                           
& Co.                         74,600   2,881,425
MBNA Corporation              75,400   2,016,950
                                     -----------
                                       4,898,375
                                     -----------
Food, Beverage & Tobacco (6.6%)                 
Anheuser Busch                                  
Companies, Inc.               58,000   2,943,500
Archer-Daniels-Midland Co.   116,900   3,346,263
Coca Cola Company                               
(The)                         71,100   3,572,775
Conagra, Inc.                108,400   3,373,950
Coors (Adolph) Co.            30,300     522,675
CPC International Inc.        25,300   1,353,550
Portfolio of Investments

October 31, 1994
Growth and Income Fund


Aetna Mutual Funds Annual Report
99
<PAGE>

                        Number of    Market   
                         Shares       Value   
                       ---------- ------------
Ralston-Ralston                               
Purina Group               17,000 $    722,500
Sara Lee Corp.             99,300    2,445,263
Seagram Co. Ltd.           68,700    2,121,113
                                  ------------
                                    20,401,589
                                  ------------
Health Services (0.6%)                        
Foundation Health                             
Corp.~                     18,300      599,325
Humana Inc.~               50,500    1,230,938
                                  ------------
                                     1,830,263
                                  ------------
Health Technology (7.8%)                      
Allergan, Inc.             32,400      854,550
Amgen Inc.~                55,400    3,092,013
Baxter International,                         
Inc.                       73,900    1,921,400
Bristol-Myers                                 
Squibb Co.                 30,800    1,797,950
Johnson & Johnson         127,900    6,986,538
Medtronic, Inc.            31,600    1,647,150
Merck & Co., Inc.          23,800      850,850
Pfizer Inc.                15,200    1,126,700
Schering Plough                               
Corp.                      21,700    1,546,125
SmithKline Beecham                            
Plc                        29,700      905,850
Warner Lambert Co.         42,900    3,271,125
                                  ------------
                                    24,000,251
                                  ------------
Hotel, Restaurant & Casino (0.1%)             
McDonald's Corp.            9,200      264,500
                                  ------------
Insurance (2.9%)                              
First Colony Corp.         13,000      260,000
General Re Corp.           21,500    2,408,000
                     Number of    Market   
                       Shares      Value   
                     --------- ------------
Progressive Corp.                          
(Ohio)                  20,000 $    760,000
SAFECO Corp.            26,800    1,340,000
St. Paul Companies,                        
Inc.                    50,100    2,185,613
TIG Holdings, Inc.      84,100    1,618,925
Torchmark Corp.          5,700      210,188
                               ------------
                                  8,782,726
                               ------------
Integrated Oil (10.2%)                     
Amoco Corp.             98,200    6,223,425
Ashland Oil Inc.        10,100      392,635
Exxon Corp.             65,800    4,137,175
Kerr-Mcgee Corp.        20,500    1,007,063
MAPCO Inc.              18,500    1,010,563
Mobil Corp.             87,900    7,559,400
Royal Dutch                                
Petroleum Co.           82,900    9,657,850
Shell Transport and                        
Trading Co., Plc        18,600    1,327,575
                               ------------
                                 31,315,686
                               ------------
Machinery & Equipment (4.2%)               
Caterpillar Inc.        85,200    5,090,700
Dover Corp.             57,500    3,191,250
General Signal Corp.    32,500    1,170,000
Johnson Controls,                          
Inc.                    11,900      592,025
Parker-Hannifin                            
Corp.                   20,000      935,000
Tyco International,                        
Ltd.                    28,400    1,370,300
York International                         
Corp.                   17,600      686,400
                               ------------
                                 13,035,675
                               ------------
Growth and Income Fund


                                               Aetna Mutual Funds Annual Report
                                                                            100
<PAGE>

                    Number of    Market   
                      Shares      Value   
                    --------- ------------
Media & Entertainment (1.0%)              
Capital Cities/ABC,                       
Inc.                   38,300 $  3,183,685
                              ------------
Metals (2.0%)                             
American Barrick                          
Resource Corp.         39,300      938,288
Homestake Mining                          
Co.                    53,500    1,003,125
Phelps Dodge Corp.     19,500    1,196,813
Rouge Steel                               
Company                40,000    1,035,000
USX-U.S. Steel                            
Group                  50,800    1,905,000
                              ------------
                                 6,078,226
                              ------------
Oil & Gas Exploration and                 
Production (0.7%)                         
Equitable Resources                       
Inc.                   40,150    1,224,575
Western Atlas Inc.~    19,800      910,800
                              ------------
                                 2,135,375
                              ------------
Oil & Gas Utilities (1.1%)                
Coastal Corp. (The)    33,700      960,450
Williams                                  
Companies, Inc.                           
(The)                  80,600    2,337,400
                              ------------
                                 3,297,850
                              ------------
Paper & Containers (2.0%)                 
Ball Corp.             20,800      587,600
Bemis Co., Inc.        30,500      754,875

See Notes to Portfolio of Investments.
                    Number of     Market   
                      Shares      Value    
                    --------- -------------
Crown Cork & Seal                          
Company, Inc.~         43,500 $   1,691,063
International Paper                        
Co.                    18,900     1,408,050
Scott Paper Co.         8,100       535,613
Union Camp Corp.       22,200     1,054,500
                              -------------
                                  6,031,701
                              -------------
Publishing (1.4%)                          
Dun & Bradstreet                           
Corp.                  12,300       721,088
Gannett Co., Inc.      75,900     3,643,200
                              -------------
                                  4,364,288
                              -------------
Retail (4.4%)                              
Albertson                                  
Incorporated           36,100     1,083,000
CUC International                          
Inc.~                  33,700     1,082,613
Dayton Hudson                              
Corporation            18,000     1,395,000
Kroger Co. (The)~       9,900       258,638
May Department                             
Stores Co. (The)       74,700     2,810,588
Melville Corp.         37,700     1,258,238
Price/Costco, Inc.~    35,900       563,181
Rite Aid                                   
Corporation            71,900     1,725,600
Toys R Us, Inc.~       29,200     1,124,200
Wal-Mart Stores,                           
Inc.                   89,500     2,103,250
                              -------------
                                 13,404,308
                              -------------
Portfolio of Investments

October 31, 1994
Growth and Income Fund


Aetna Mutual Funds Annual Report
101
<PAGE>
                         Number of     Market   
                           Shares       Value   
                        ----------- ------------
Semiconductors & Electronics (0.9%)             
General Motors                                  
Corp., Class H               34,900 $  1,256,400
Motorola, Inc.                8,300      488,663
Sensormatic                                     
Electronics Corp.            23,100      869,138
                                    ------------
                                       2,614,201
                                    ------------
Specialty Consumer Durables (0.0%)              
Fleetwood                                       
Enterprises, Inc.             5,700      131,100
                                    ------------
Telephone Utilities (9.9%)                      
Airtouch                                        
Communications~              58,500    1,747,685
Ameritech Corp.             111,300    4,493,738
AT&T Corp.                   86,200    4,741,000
BCE Inc.                     59,200    2,072,000
Bell Atlantic Corp.          66,500    3,482,935
BellSouth Corp.              99,100    5,277,075
Cincinnati Bell Inc.          7,900      145,160
GTE Corp.                     2,200       67,650
MCI                                             
Communications                                  
Corp.                        26,000      599,625
Pacific Telesis                                 
Group                        86,900    2,748,210

                    Number of    Market   
                      Shares      Value   
                    --------- ------------
Sprint Corp.          131,353 $  4,285,390
U.S. West, Inc.        15,900      598,239
                              ------------
                                30,258,707
                              ------------
Transportation (1.1%)                     
Federal Express                           
Corp.~                 15,000      911,250
Norfolk Southern                          
Corp.                  21,100    1,329,300
Union Pacific Corp.    25,900    1,265,863
                              ------------
                                 3,506,413
                              ------------
Total Common Stocks           $288,181,594
                              ------------
Preferred Stocks (2.3%)                   
Autos & Auto Equipment (0.5%)             
Ford Motor Co. $50                        
Par                    14,800    1,431,900
                              ------------
Computer Software (0.6%)                  
American Express                          
DECS                   38,200    1,719,000
                              ------------
Retail (1.3%)                             
Sears Roebuck and                         
Co. PERCS              70,700    4,003,385
                              ------------
Total Preferred Stocks        $  7,154,285
                              ------------
Total Common and Preferred                
Stocks (cost $285,214,071)    $295,335,879
                              ------------

Growth and Income Fund


                                               Aetna Mutual Funds Annual Report
                                                                            102
<PAGE>
                     Principal    Market   
                      Amount       Value   
                    ---------- ------------
Short-Term Investments (3.5%)              
CIESCO, L.P.,                              
4.85%, 11/1/94      $9,897,000   $9,897,000
U.S. Treasury Bill,                        
4.57%, 12/15/94~~      800,000      795,532
Total Short-Term Investments               
(cost $10,692,532)              $10,692,532
                               ------------
Total Investments                          
(cost $295,906,603) (a)        $306,028,411

Notes to Portfolio of Investments

 ~ Non-income producing security.

~~ $800,000 in principal of U.S. Treasury Bills has been pledged as collateral
   for initial margin for futures contracts.

(a) The cost of investments for income tax purposes amounted to $296,447,668.
    Unrealized gains and losses, based on identified tax cost at October 31,
    1994 are as follows:

Unrealized gains..... $11,624,697 
Unrealized losses....  (2,043,954)
                      ------------
Net unrealized gain..  $9,580,743 
                      ============
Category percentages are based on net assets.

See Notes to Financial Statements.
Portfolio of Investments

October 31, 1994
Growth and Income Fund


Aetna Mutual Funds Annual Report
103
<PAGE>

                     Number of    Market  
                       Shares     Value   
                     --------- -----------
Common Stocks (95.6%)         
Autos & Auto Equipment (5.9%) 
Daimler Benz AKT-ADR    11,000 $   559,625
Ford Motor Co.          15,000     442,500
General Motors Corp.    16,000     632,000
                               -----------
                                 1,634,125
                               -----------
Building Materials & Construction (2.5%)  
National Gypsum                           
Co.~                    20,000     675,000
                                          
- -----------
Chemicals (6.6%)              
Hercules Inc.            9,000   1,050,750
Monsanto Company        10,000     761,250
                               -----------
                                 1,812,000
                               -----------
Computer and Office Equipment (16.0%)     
Bay Networks, Inc.~     40,000   1,012,500
Compaq Computer                           
Corp.~*                 25,000   1,003,125
Sun Microsystems,                         
Inc.~                   20,000     657,500
Tandem Computers                          
Inc.~*                  50,000     881,250
Unisys Corporation ~    80,000     850,000
                               -----------
                                 4,404,375
                               -----------
Electrical Equipment (3.0%)   
General Instrument                        
Corp.~                  25,000     837,500
                               -----------
Financial Services (2.8%)     
Sunamerica Inc.         20,000     777,500
                               -----------
Food, Beverage & Tobacco (2.7%)
Cott Corp.              75,000     754,687
                               -----------

See Notes to Portfolio of Investments.
                          Number of    Market  
                            Shares     Value   
                          --------- -----------
Health Technology (8.8%)           
Abbott Laboratories          25,000 $   775,000
Amgen Inc.*                  18,000   1,004,625
Upjohn Company               20,000     660,000
                                    -----------
                                      2,439,625
                                    -----------
Insurance (2.6%)                   
Partnerre Holdings                             
Ltd.                         35,000     715,313
                                    -----------
Integrated Oil (10.5%)             
Atlantic Richfield Co.       10,000   1,083,750
British Petroleum Plc-ADR     7,000     595,000
Imperial Oil Ltd.            20,000     717,500
Smith International                            
Inc.~                        30,000     502,500
                                    -----------
                                      2,898,750
                                    -----------
Machinery & Equipment (4.7%)       
Caterpillar Inc.*            14,000     836,500
Trinova Corp.                13,000     455,000
                                    -----------
                                      1,291,500
                                    -----------
Media & Entertainment (4.2%)       
Brunswick Corp.              25,000     512,500
CBS, Inc.                    10,880     651,440
                                    -----------
                                      1,163,940
                                    -----------
Metals (4.4%)                      
Aluminum Company                               
of America                    8,400     716,100
Brush Wellman Inc.           30,000     502,500
                                    -----------
                                      1,218,600
                                    -----------
Growth Fund


Portfolio of Investments

October 31, 1994
                                               Aetna Mutual Funds Annual Report
                                                                            104
<PAGE>

                        Number of    Market  
                          Shares     Value   
                        --------- -----------
Retail (12.4%)                   
Hechinger Co. Class A      45,000 $   506,250
Home Depot, Inc.                             
(The)                      17,500     796,250
Intelligent Electronics                      
Inc.                       30,000     465,000
Nordstrom Inc.             19,000     938,125
U.S. Shoe                                    
Corporation                40,000     715,000
                                  -----------
                                    3,420,625
                                  -----------
Semiconductors & Electronics (6.9%)          
Micron Technology                            
Inc.*                      20,000     792,500
Motorola, Inc.*            19,000   1,118,625
                                  -----------
                                    1,911,125
                                  -----------
Transportation (1.6%)            
Consolidated                                 
Freightways Inc.~          20,000     447,500
                                  -----------
Total Common Stocks                          
(cost $24,973,894)                $26,402,165
                                  -----------

Index Options (0.6%)        
                               Market 
                       Units   Value  
                      ------ ---------
Put Options Purchased                 
S&P 500 Index                         
Exercise Price $460,                  
Expiration Date                       
12/17/94............. 10,000  $ 46,875
S&P 500 Index                         
Exercise Price $465,                  
Expiration Date                       
12/17/94............. 22,500   126,563
                             ---------
Total Index Options                   
Purchased (cost                       
$306,600)............        $1173,438
                             =========
See Notes to Financial Statements.
                          Principal    Market  
                           Amount      Value   
                         ---------- -----------
Short-Term Investments (5.0%)      
Cooper Industries, Inc.,                       
4.83%, 11/01/94......... $1,030,000  $1,030,000
U.S. Treasury Bill,                            
3.47%, 12/15/94.........    250,000     248,491
U.S. Treasury Bill,                            
4.10%, 12/15/94.........    100,000      99,396
                                    -----------
Total Short-Term Investments                   
(cost $1,378,439)                    $1,377,887
                                    -----------
Total Investments                              
(cost $26,658,933) (a)              $27,953,490


Notes to Portfolio of Investments

 ~ Non-income producing security.
(a) The cost of investments for income tax purposes amounted to $26,675,779.
    Unrealized gains and losses, based on identified tax cost at October 31,
    1994 are as follows:

Unrealized gains..... $2,245,312 
Unrealized losses....   (967,601)
                      -----------
Net unrealized gain.. $1,277,711 
                      ===========
* Call options have been written against stock outstanding. See schedule on
  page 85.
Category percentages are based on net assets.

Portfolio of Investments

October 31, 1994
Growth Fund


Aetna Mutual Funds Annual Report
105
<PAGE>

Growth Fund

Call Options

                                                    Exercise Expiration  Market
                                             Shares   Price     Date      Value
                                             ------ -------- ---------- -------

Amgen Inc...................................  6,500      $55   01/21/95 $ 28,844
Caterpillar Inc.............................  7,000       53   11/19/94   51,625
Compaq Computer Corp........................ 10,000       38   01/21/95   45,000
Micron Technology Inc....................... 20,000       36   01/21/95  120,000
Motorola, Inc...............................  8,000       55   01/21/95   46,500
Tandem Computers Inc........................ 20,000       18   01/21/95   37,500
                                                                        --------
Total Deferred Premiums on Written Options..                            $329,469
                                                                        ========




See Notes to Portfolio of Investments.
Portfolio of Investments

October 31, 1994
                                               Aetna Mutual Funds Annual Report
                                                                            106
<PAGE>

                      Number             
                        of      Market   
                      Shares     Value   
                      ------ ------------
Common Stocks (92.0%)                    
Aerospace & Defense (3.7%)               
Orbital Sciences                         
Corp.~                20,500 $    438,188
Thiokol Corp.         21,300      524,512
                             ------------
                                  962,700
                             ------------
Autos & Auto Equipment (1.2%)            
Lear Seating Corp.~   15,000      300,000
                             ------------
Banks (5.6%)                             
Cullen/Frost Bankers                     
Inc.                  15,000      498,750
Dime Bancorp Inc.~    60,000      525,000
FirstFed Michigan                        
Corp.                 21,500      448,812
                             ------------
                                1,472,562
                             ------------
Building Materials & Construction (2.3%)  
Hughes Supply Inc.    18,500      342,250
National Gypsum                          
Co.~                   8,000      270,000
                             ------------
                                  612,250
                             ------------
Chemicals (5.4%)                         
NL Industries, Inc.~  60,200      767,550
Terra Industries Inc. 30,000      318,750
Vigoro Corporation    10,000      307,500
                             ------------
                                1,393,800
                             ------------
Commercial Services (4.1%)               
McKesson Corp.                           
(When Issued)~        20,000      632,500
Right Mgmt                               
Consultants Inc.~     19,000      420,375
                             ------------
                                1,052,875
                             ------------

See Notes to Portfolio of Investments.
                        Number             
                          of      Market   
                        Shares     Value   
                        ------ ------------
Computer and Office Equipment (2.1%)       
Quantum Corp.~          20,000 $    305,000
Western Digital Corp.~  15,000      255,000
                               ------------
                                    560,000
                               ------------
Consumer Products (2.3%)                   
Fieldcrest Cannon Inc.~ 12,500      318,750
Rawlings Sporting                          
Goods Co.~              22,000      270,875
                               ------------
                                    589,625
                               ------------
Diversified (4.3%)                         
Blount Inc. Class A     10,000      426,250
Trigen Energy Corp.     35,000      700,000
                               ------------
                                  1,126,250
                               ------------
Financial Services (3.8%)                  
Foothill Group Inc.                        
Class A                 22,500      337,500
Money Store Inc.        32,500      666,250
                               ------------
                                  1,003,750
                               ------------
Food, Beverage & Tobacco (2.2%)            
Thorn Apple Valley                         
Inc.                    20,000      567,500
                               ------------
Health Services (4.4%)                     
Employee Benefit Plans                     
Inc.~                   35,000      398,125
Helen Of Troy Ltd.~     25,000      468,750
Universal Health                           
Services Inc.                              
Class B~                11,000      292,875
                               ------------
                                  1,159,750
                               ------------
Portfolio of Investments

October 31, 1994
Small Company Growth Fund


Aetna Mutual Funds Annual Report
107
<PAGE>


                         Number            
                           of      Market  
                         Shares    Value   
                         ------ -----------
Health Technology (2.9%)                   
Foxmeyer Health Corp.~   45,200 $   751,450
                                -----------
Insurance (3.9%)                           
American Eagle Group                       
Inc.                     30,000     277,500
Markel Corp.~             6,300     259,088
Security-Connecticut                       
Corp.                    23,000     480,125
                                -----------
                                  1,016,713
                                -----------
Integrated Oil (4.3%)                      
Camco International Inc. 25,000     515,625
Offshore Pipelines Inc.~ 12,000     244,500
Western Co. of N.                          
America~                 20,700     367,425
                                -----------
                                  1,127,550
                                -----------
Machinery & Equipment (8.5%)               
Acme-Cleveland Corp.     50,700     684,450
Agco Corp.               15,000     825,000
Millipore Corp.           8,000     411,000
Regal Beloit Corp.       21,000     294,000
                                -----------
                                  2,214,450
                                -----------
Media & Entertainment (2.0%)               
Carmike Cinemas Inc.                       
Class A~                 23,500     511,125
                                -----------
Metals (6.4%)                              
Brush Wellman Inc.       42,300     708,525
Cleveland Cliffs Inc.     6,000     228,750
Minerals Technologies                      
Inc.                     25,000     743,750
                                -----------
                                  1,681,025
                                -----------
                         Number            
                           of      Market  
                         Shares    Value   
                        ------- -----------
Paper & Containers (1.9%)                  
Repap Enterprises Inc.~ 100,000 $   493,750
                                -----------
Retail (6.7%)                              
Bradlees Inc.            30,000     461,250
Dress Barn               20,000     195,000
Forschner Group Inc.~     4,700      53,756
Lillian Vernon Corp.      9,900     167,063
Rex Stores Corp.~        17,000     323,000
Warnaco Group, Inc.                        
(The) Class A~           10,000     188,750
Wolverine World Wide,                      
Inc.                     15,000     367,500
                                -----------
                                  1,756,319
                                -----------
Semiconductors & Electronics (14.0%)       
BMC Industries, Inc.     16,200     263,250
Burr-Brown Corp.~        40,000     545,000
Logicon Inc.             34,100   1,048,575
Merix Corp.~             20,000     270,000
Oak Industries Inc.~     15,000     386,250
Silicon Valley Group                       
Inc.~                    35,000     682,500
Tech-Sym Corp.~          18,400     443,900
                                -----------
                                  3,639,475
                                -----------
Total Common Stocks                        
(cost $22,513,464)              $23,992,919
                                -----------
Small Company Growth Fund



                                               Aetna Mutual Funds Annual Report
                                                                            108
<PAGE>

                          Principal    Market  
                           Amount      Value   
                         ---------- -----------
Short-Term Investments (7.8%)                   
Cooper Industries, Inc.,                       
4.83%, 11/1/94           $1,198,000  $1,198,000
Countrywide Funding                            
Corporation, 4.86%,                            
11/7/94                     850,000     849,312
                                    -----------
Total Short-Term Investments                   
(cost $2,047,312)                    $2,047,312
                                    -----------
Total Investments                              
(cost $24,560,776 ) (a)             $26,040,231

Notes to Portfolio of Investments

~ Non-income producing security.
(a) The cost of investments for income tax purposes amounted to $24,693,596.
    Unrealized gains and losses, based on identified tax cost at October 31,
    1994 are as follows:

Unrealized gains..... $2,084,101 
Unrealized losses....   (737,466)
                      -----------
Net unrealized gain.. $1,346,635 
                      ===========
Category percentages are based on net assets.


See Notes to Financial Statements.
Small Company Growth Fund


Portfolio of Investments

October 31, 1994
Aetna Mutual Funds Annual Report
109
<PAGE>
                        Number     Market  
                      of Shares    Value   
                      --------- -----------
Common Stocks (94.1%)                      
Australia (1.4%)     
Building Materials &                       
Construction (0.5%)                        
Australian National                        
Industries Ltd.         270,000    $290,728
                                -----------
Media & Entertainment                      
(0.5%)                                     
News Corporation                           
Ltd.                     48,000     295,495
                                -----------
Oil & Gas Utilities                        
(0.4%)                                     
Australian Gas Light                       
Company Ltd.             75,000     242,274
                                -----------
Total Australia                     828,497
                                -----------
Finland (1.8%)       
Metals (1.0%)                              
Outokumpu Oy~            27,500     581,437
                                -----------
Paper & Containers                         
(0.8%)                                     
Enso-Gutzeit Oy          52,500     465,638
                                -----------
Total Finland                     1,047,075
                                -----------
France (9.1%)        
Autos & Auto                               
Equipment (1.2%)                           
PSA Peugeot                                
Citroen~                  4,500     673,886
                                -----------
Banks (1.7%)         
Banque Nationale de                        
Paris BNP                10,800     534,704
Credit Local de                            
France SA CLF             6,300     482,243
                                -----------
                                  1,016,947
                                -----------

See Notes to Portfolio of Investments.
                       Number     Market  
                     of Shares    Value   
                     --------- -----------
Building Materials &
Construction (0.9%) 
Lafarge-Copee SA         6,300    $499,619
                               -----------
Diversified (1.7%)  
Pechiney                                  
International SA        15,200     470,599
Ste. Nationale Elf                        
Aquitaine                7,150     528,421
                               -----------
                                   999,020
                               -----------
Financial Services (0.5%)     
Cetelem                  1,550     302,564
                               -----------
Food, Beverage &                          
Tobacco (0.6%)                            
Eridania Beghin Say                       
SA                       2,400     324,910
                               -----------
Insurance (0.6%)    
Assurances Generales                      
de France                8,000     326,775
                               -----------
Metals (1.9%)       
Compagnie de St.                          
Gobain SA                4,400     558,065
Ugine SA~                7,500     563,756
                               -----------
                                 1,121,821
                               -----------
Total France                     5,265,542
                               -----------
Germany (5.5%)      
Autos & Auto        
Equipment (1.0%)    
BMW AG                   1,090     561,650
                               -----------
Banks (1.0%)        
Deutsche Bank AG         1,125     554,254
                               -----------
Chemicals (1.0%)    
BASF AG                  2,800     592,560
                               -----------
Diversified (0.9%)  
Preussag AG              1,800     527,176
                               -----------
Portfolio of Investments

October 31, 1994
International Growth Fund


                                               Aetna Mutual Funds Annual Report
                                                                            110
<PAGE>

                            Number     Market  
                          of Shares    Value   
                          --------- -----------
Electric Utilities (0.7%)
Veba AG                       1,250    $418,869
                                    -----------
Machinery &              
Equipment (0.9%)         
Mannesmann AG                 2,000     534,557
                                    -----------
Total Germany                         3,189,066
                                    -----------
Italy (2.9%)             
Autos & Auto             
Equipment (0.6%)         
Fiat Sp A~                  156,500     378,445
                                    -----------
Building Materials &     
Construction (0.6%)      
Italcementi Fabbriche                          
Riunt                        48,100     319,241
Italcementi Fabbriche                          
Riunt Warrants~              11,100       2,381
                                    -----------
                                        321,622
                                    -----------
Telephone Utilities (1.7%)         
STET Di Risp                400,000     989,377
                                    -----------
Total Italy                           1,689,444
                                    -----------
Japan (39.3%)            
Autos & Auto             
Equipment (2.9%)         
Honda Motor Co.              52,000     907,289
Mazda Motor Corp.~          130,000     771,732
                                    -----------
                                      1,679,021
                                    -----------
Banks (4.3%)             
Shizuoka Bank Ltd.           94,000   1,281,025
Sumitomo Bank Ltd.           65,000   1,221,350
                                    -----------
                                      2,502,375
                                    -----------

See Notes to Portfolio of Investments.
                            Number     Market  
                          of Shares    Value   
                          --------- -----------
Building Materials &     
Construction (2.0%)      
Kuraray Co. Ltd.             90,000  $1,142,887
                                    -----------
Chemicals (1.6%)         
Shin-etsu Chemical                             
Co. Ltd.                     43,000     914,516
                                    -----------
Consumer Products (3.0%)           
Canon, Inc.                  57,000   1,059,261
Shimano Inc.                 34,000     677,473
                                    -----------
                                      1,736,734
                                    -----------
Electrical & Equipment   
(8.4%)                   
Hitachi Ltd.                119,000   1,240,863
Nippondenso Co.                                
Ltd.                         42,000     897,584
Sega Enterprises Ltd.         8,000     415,445
Sony Corp.                   22,000   1,342,350
TDK Corp.                    20,000     982,862
                                    -----------
                                      4,879,104
                                    -----------
Electric Utilities (1.5%)
Tohoku Electric                                
Power Co. Inc.               35,000     896,139
                                    -----------
Financial Services (1.7%)          
Japan Associated                               
Finance Co. Ltd.                800     118,109
Nomura Securities                              
Company Ltd.                 40,000     838,323
                                    -----------
                                        956,432
                                    -----------
Home Furnishings &       
Appliances (0.7%)        
Keiyo Co. Ltd.               26,250     428,195
                                    -----------
Portfolio of Investments

October 31, 1994
International Growth Fund


Aetna Mutual Funds Annual Report
111
<PAGE>

                        Number     Market  
                      of Shares    Value   
                      --------- -----------
Machinery &          
Engineering (9.6%)   
Amada Sonoike Co.,                         
Ltd.                    110,000    $993,702
Fuji Machine                               
Manufacturing Co.                          
Ltd.                     27,000     886,434
Mitsubishi Heavy                           
Industries Ltd.         171,000   1,392,928
NTN Corporation         132,000   1,015,280
Sumitomo Corp.          126,000   1,300,847
                                -----------
                                  5,589,191
                                -----------
Publishing (1.5%)    
Toppan Printing Co.                        
Ltd.                     60,000     885,812
                                -----------
Retail (2.1%)        
Aoyama Trading Co.                         
Ltd.                     17,000     523,023
Best Denki Co., Ltd.     45,000     710,820
                                -----------
                                  1,233,843
                                -----------
Total Japan                      22,844,249
                                -----------
Malaysia (1.8%)      
Consumer Products (0.4%)       
Sime Darby Berhad        85,000     234,540
                                -----------
Financial Services (0.5%)      
AMMB Holdings                              
Berhad                   27,000     295,890
                                -----------
Metals (0.4%)        
Aluminum Co.                               
Malaysia                171,000     254,325
                                -----------
Transportation (0.5%)
Malaysian Intl. Ship                       
Corp.                               258,837
                                -----------
Total Malaysia                    1,043,592
                                -----------
                        Number     Market  
                      of Shares    Value   
                      --------- -----------
Netherlands (4.9%)   
Banks (0.6%)         
ABN Amro Holdings                          
N.V.                     10,506    $373,251
                                -----------
Chemicals (0.9%)     
Akzo Nobel                4,125     520,879
                                -----------
Electrical Equipment (1.2%)    
Philips Electronics                        
N.V.                     21,600     714,867
                                -----------
Insurance (1.1%)     
ING                      13,100     613,035
                                -----------
Media & Entertainment
(1.1%)               
Polygram N.V.            13,500     600,526
                                -----------
Total Netherlands                 2,822,558
                                -----------
Norway (0.8%)        
Chemicals (0.8%)     
Norsk Hydro A.S.         11,111     447,798
                                -----------
Total Norway                        447,798
                                -----------
Singapore (1.8%)     
Banks (1.2%)         
Development Bank                           
of Singapore Ltd.        36,000     382,431
United Overseas                            
Bank Ltd.                27,900     305,884
                                -----------
                                    688,315
                                -----------
Transportation (0.6%)
Jurong Shipyard Ltd.     42,000     377,528
                                -----------
Total Singapore                   1,065,843
                                -----------
Spain (2.8%)         
Building Materials & 
Construction (0.6%)  
Dragados Y                                 
Construction SA          25,000     373,434
                                -----------
International Growth Fund


                                               Aetna Mutual Funds Annual Report
                                                                            112
<PAGE>

                         Number     Market  
                       of Shares    Value   
                       --------- -----------
Metals (0.8%)         
Acerinox SA                4,000    $442,848
                                 -----------
Oil & Gas Expl. and   
Prod. (0.7%)          
Repsol SA                 12,000     383,898
                                 -----------
Telephone Utilities (0.7%)      
Telefonica de Espana      29,000     392,644
                                 -----------
Total Spain                        1,592,824
                                 -----------
Sweden (2.0%)         
Home Furnishings &    
Appliances (1.2%)     
Electrolux AB             13,500     701,496
                                 -----------
Machinery & Equipment 
(0.8%)                
Atlas Copco AB            34,250     469,351
                                 -----------
Total Sweden                       1,170,847
                                 -----------
Switzerland (2.1%)    
Building Materials &  
Construction (1.1%)   
Holderbank Finlan                           
Glarus                       825     636,637
Holderbank Finlan                           
Glarus Warrants~           4,125       5,749
                                 -----------
                                     642,386
                                 -----------
Metals (1.0%)         
Alusuisse-Lonza                             
Holdings AG                1,200     598,232
                                 -----------
Total Switzerland                  1,240,618
                                 -----------
United Kingdom (17.9%)
Banks (0.9%)          
Abbey National Plc        74,000     502,713
                                 -----------
Building Materials &  
Construction (1.6%)   
BPB Ind. Plc              95,000     465,975

See Notes to Portfolio of Investments
                         Number     Market  
                       of Shares    Value   
                       --------- -----------
Cookson Group            120,000    $465,975
                                 -----------
                                     931,950
                                 -----------
Diversified (0.8%)    
Bunzel                   178,000     471,468
                                 -----------
Food, Beverages &     
Tobacco (1.8%)        
Greenalls Group Plc       73,000     492,339
Hillsdown Holdings       210,000     575,111
                                 -----------
                                   1,067,450
                                 -----------
Health Services (1.0%)
Smithkline Beecham        99,070     602,968
                                 -----------
Media & Entertainment 
(1.5%)                
Ladbroke Group           180,000     447,336
Rank Organization                           
Plc                       63,000     417,170
                                 -----------
                                     864,506
                                 -----------
Metals (0.8%)         
British Steel Plc        170,000     445,415
                                 -----------
Oil & Gas Utilities (3.3%)      
British Gas Plc           65,800     315,218
British Petroleum                           
Co., Plc                  82,000     583,204
Eastern Electricity       30,000     390,193
North West Water                            
Plc                       65,000     599,391
                                 -----------
                                   1,888,006
                                 -----------
Publishing (0.8%)     
Mirror Group Plc         214,000     493,345
                                 -----------
Retail (1.9%)         
Great Universal                             
Stores Plc                55,000     503,580
Portfolio of Investments

October 31, 1994
International Growth Fund


Aetna Mutual Funds Annual Report
113
<PAGE>

                        Number     Market  
                      of Shares    Value   
                      --------- -----------
Tesco Plc               155,000    $595,548
                                -----------
                                  1,099,128
                                -----------
Semiconductors &     
Electronics (1.5%)   
Croda International                        
Plc                      80,000     460,416
Siebe Plc                50,000     438,180
                                -----------
                                    898,596
                                -----------
Telephone Utilities  
(1.2%)               
British Telecom Plc     109,700     706,676
                                -----------
Transportation (0.8%)
Peninsular & Oriental                      
Steam                    45,000     467,937
                                -----------
Total United Kingdom             10,440,158
                                -----------
Total Common Stocks                        
(cost $51,423,816)              $54,688,111
                                -----------
                      Principal            
                        Amount             
                      --------- -----------
Short-Term Investments (6.8%)  
American Express                           
Corp., Comm. Paper,                        
4.60%, 11/01/94          27,500   2,750,000

See Notes to Financial Statements.
                     Principal    Market  
                       Amount     Value   
                     --------- -----------
Chevron Corp., Comm.                      
Paper, 4.63%,                             
11/01/94                12,240  $1,224,000
                               -----------
Total Short-Term                          
Investments                               
(cost $3,974,000)(a)            $3,974,000
                               -----------
Total Investments                         
(cost $55,397,816) (a)         $58,662,111

Notes to Portfolio of Investments

~ Non-income producing security.

(a) The cost of investments for income tax purposes is identical. Unrealized
    gains and losses, based on identified tax cost at October 31, 1994 are as
    follows:

Unrealized gains.....   $4,951,253 
Unrealized losses....   (1,686,958)
                      -------------
Net unrealized gain..   $3,264,295 
                      =============
Category percentages are based on net assets
International Growth Fund


                                               Aetna Mutual Funds Annual Report
                                                                             114
<PAGE>

                     Number of    Market  
                       Shares     Value   
                     --------- -----------
Common Stocks (91.5%)         
Hong Kong (29.5%)             
Banks (4.9%)                  
Hang Seng Bank Ltd.     86,000 $   623,229
HSBC Holdings PLC       68,800     816,875
                               -----------
                                 1,440,104
                               -----------
Building Materials & Construction (2.5%)  
Hopewell Holdings                         
Ltd.                   735,000     751,407
                               -----------
Diversified (4.7%)            
Citic Pacific Ltd.     220,000     661,922
Hutchison Whampoa                         
Ltd.                   160,000     739,178
                               -----------
                                 1,401,100
                               -----------
Electric Utilities (4.6%)     
China Light & Power                       
Co. Ltd.               122,000     636,247
Hong Kong Electric                        
Holdings Ltd.          230,000     723,261
                               -----------
                                 1,359,508
                               -----------
Hotel, Restaurant & Casino (7.4
Amoy Properties Ltd.   300,000     372,695
Guangdong                                 
Investments Ltd.     1,250,000     792,624
Hong Kong Land                            
Holdings Ltd.          225,000     576,512
Hysan Development                         
Co. Ltd.               175,000     466,516
                               -----------
                                 2,208,347
                               -----------
Retail (1.0%)                 
Esprit Asia Holdings                      
Ltd.                   630,000     297,574
                               -----------
Telephone Utilities (1.8%)    
Hong Kong                                 
Telecommunications                        
Ltd.                   250,000     535,425
                               -----------
See Notes to Portfolio of Investments.
                                  Number of    Market  
                                    Shares     Value   
                                  --------- -----------
Transportation (2.6%)                      
Swire Pacific Ltd.                  100,000 $   763,507
                                            -----------
Total Hong Kong                               8,756,972
                                            -----------
Indonesia (11.2%)                          
Autos & Auto Equipment (1.9%)              
PT Gadjah Tunggal                                      
(Foreign-Registered                                    
shares)                             325,000     553,860
                                            -----------
Banks (1.8%)                               
PT Bank Tiara Asia                                     
(Foreign-Registered                                    
shares)                             220,000     395,187
PT Modern Bank                                         
(Foreign-Registered                                    
shares)                             121,500     124,515
                                            -----------
                                                519,702
                                            -----------
Financial Services (1.3%)                  
PT Wicaksana                                           
Overseas                                               
International                                          
(Foreign-Registered                                    
shares)                             154,000     390,120
                                            -----------
Hotel, Restaurant & Casino (2.2%)          
PT Pakuwon Jati                                        
(Foreign-Registered                                    
shares)                             332,000     355,530
PT Dharmala Intiland                                   
(Foreign-Registered                                    
shares)                             225,000     308,308
                                            -----------
                                                663,838
                                            -----------
Paper & Containers (4.0%)                  
PT Intl. Indorayon                                     
Utama (Foreign-Registered shares)   250,000     679,371
PT Pabrik Kertas                                       
Tjiwi Kimia                                            
(Foreign-Registered                                    
shares)                             198,000     510,704
                                            -----------
                                              1,190,075
                                            -----------
Total Indonesia                               3,317,595
                                            -----------
Portfolio of Investments

October 31, 1994
Asian Growth Fund


Aetna Mutual Funds Annual Report
115
<PAGE>

                        Number of    Market  
                         Shares      Value   
                       ---------- -----------
South Korea (1.9%)               
Oil & Gas Expl. & Prod. (1.9%)   
Yukong Ltd.                 9,600 $   551,565
                                  -----------
Total South Korea                     551,565
                                  -----------
Malaysia (16.7%)                 
Banks (1.2%)                     
Malayan Banking                              
BHD                        50,000     340,509
                                  -----------
Diversified (3.4%)               
Mulpha International                         
BHD                       300,000     472,016
Renong Berhad             350,000     547,945
                                  -----------
                                    1,019,961
                                  -----------
Electric Utilities (1.8%)        
Tenaga Nasional BHD       100,000     532,290
                                  -----------
Hotel, Restaurant & Casino (4.8%)
Faber Group BHD           255,000     288,434
Kampong Lanjut Tin                           
Dredging Berhad           175,000     767,124
Tan & Tan                                    
Developments BHD          250,000     371,820
                                  -----------
                                    1,427,378
                                  -----------
Paper & Containers (4.5%)        
Aokam Perdana                                
Berhad                     50,000     412,915
Aokam Perdana                                
Berhad 'A' Shares          20,000     156,556
Land & General BHD        155,000     764,384
                                  -----------
                                    1,333,855
                                  -----------
Publishing (1.0%)                
The New Straits                              
Times Press BHD            75,000     293,541
                                  -----------
Total Malaysia                      4,947,534
                                  -----------
                                 Number of    Market  
                                   Shares     Value   
                                 --------- -----------
Philippines (7.5%)                        
Banks (2.4%)                              
Philippine National                                   
Bank                                46,354 $   726,610
                                           -----------
Commercial Services (3.1%)                
Ayala Land, Inc.                   212,000     332,315
SM Prime Holdings                                     
Inc.                             1,700,000     580,788
                                           -----------
                                               913,103
                                           -----------
Electric Utilities (0.0%)                 
Manila Electric                                       
Company 'B' shares                     400       5,627
                                           -----------
Food, Beverage & Tobacco (0.1%)           
San Miguel                                            
Corporation 'B'                                       
shares                               6,000      32,556
                                           -----------
Home Furnishings & Appliances (0.9%)                  
Sanitary Wares                                        
Manufacturing                                         
Corp.                              434,700     266,446
                                           -----------
Telephone Utilities (1.0%)                
Philippine Long                                       
Distance Telephone                   5,000     289,389
                                           -----------
Total Philippines                            2,233,731
                                           -----------
Singapore (6.7%)                          
Banks (3.0%)                              
The Development                                       
Bank of Singapore                                     
Ltd. (Foreign-Registered shares)    55,000     584,270
Overseas-Chinese                                      
Banking                                               
Corporation Ltd.                                      
(Foreign-Registered                                   
shares)                             28,000     306,980
                                           -----------
                                               891,250
                                           -----------
Asian Growth Fund


                                               Aetna Mutual Funds Annual Report
                                                                            116
<PAGE>

                                     Number of    Market  
                                       Shares     Value   
                                     --------- -----------
Diversified (2.4%)                            
Straits Steamship                                         
Land Ltd.                              200,000 $   715,015
                                               -----------
Transportation (1.3%)                         
Sembawang Corp.                                           
Ltd.                                    50,000     388,151
                                               -----------
Total Singapore                                  1,994,416
                                               -----------
Thailand (16.5%)                              
Banks (8.6%)                                  
Bangkok Bank                                              
Company                                                   
Ltd.(Foreign-Registered shares)         60,000     650,002
Bangkok Metropolitan                                      
Bank Public Co.                                           
Ltd.(Foreign-Registered shares).....   550,000     733,760
Nava Finance &                                            
Securities Public                                         
Co. Ltd. (Foreign-Registered shares)    60,000     467,038
Siam City Bank                                            
Public Co.                                                
Ltd.(Foreign-Registered shares)        505,000     714,250
                                               -----------
                                                 2,565,050
                                               -----------
Building Materials & Construction (2.5%)                  
Siam Cement Public                                        
Co. Ltd. (Foreign-Registered shares)     7,000     403,884
TPI Polene Public Co.                                     
Ltd. (Foreign-Registered shares)        32,000     346,668
                                               -----------
                                                   750,552
                                               -----------
Electrical Equipment (0.6%)                   
Electricity Generating                                    
Public Co. Ltd.                        220,000     194,198
                                               -----------

See Notes to Portfolio of Investments.
                                 Number of    Market  
                                   Shares     Value   
                                 --------- -----------
Home Furnishings & Appliances (0.5%)                  
Sanyo Universal                                       
Electric Public Co.,                                  
Ltd. (Foreign-Registered shares)     6,000 $   134,815
                                           -----------
Metals (4.3%)                             
Bangkok Steel                                         
Industry Public                                       
Company Ltd.                                          
(Foreign-Registered                                   
shares)                            201,000     516,150
Sahaviriya Steel                                      
Industry Public Co.                                   
(Foreign-Registered                                   
shares)                            300,000     752,317
                                           -----------
                                             1,268,467
                                           -----------
Total Thailand                               4,913,082
                                           -----------
United States (1.5%)                      
Financial Services (1.5%)                 
Benpress Holdings                                     
Corp.-GDR                           40,000     460,000
                                           -----------
Total United States                            460,000
                                           -----------
Total Common Stocks                                   
(cost $25,149,963 )                        $27,174,895
                                           -----------
                                 Principal            
                                   Amount             
                                 --------- -----------
Short-Term Investments (7.0%)             
American Express                                      
Corp., Comm.                                          
Paper, 4.60%,                                         
11/01/94                         1,071,000   1,071,000
Chevron Corp.,                                        
Comm. Paper,                                          
4.63%, 11/01/94                  1,000,000   1,000,000
                                           -----------
Total Short-Term                                      
Investments                                           
(cost $2,071,000)                           $2,071,000
                                           -----------
Total Investments                                     
(cost $27,220,963) (a)                     $29,245,895
Portfolio of Investments

October 31, 1994
Asian Growth Fund


Aetna Mutual Funds Annual Report
117
<PAGE>

Notes to Portfolio of Investments

 ~ Non-income producing security.

(a) The cost of investments for income tax purposes is identical. Unrealized
    gains and losses, based on identified tax cost at October 31, 1994 are as
    follows:

Unrealized gains..... $2,962,388 
Unrealized losses....   (937,456)
                      -----------
Net unrealized gain.. $2,024,932 
                      ===========
Category percentages are based on net assets.


See Notes to Financial Statements.
Asian Growth Fund


                                               Aetna Mutual Funds Annual Report
                                                                            118
<PAGE>

The Shareholders and Board of Directors
Aetna Series Fund, Inc.:

We have audited the accompanying statements of assets and liabilities,
including the portfolios of investments of Aetna Series Fund, Inc. (comprising,
respectively, Money Market Fund, Government Fund, Bond Fund, Tax-Free Fund, The
Aetna Fund, Growth and Income Fund, Growth Fund, Small Company Growth Fund,
International Growth Fund, and Asian Growth Fund) as of October 31, 1994, and
the related statements of operations, statements of changes in net assets and
financial highlights for Select Class shares for the ten month period ended
October 31, 1994 and financial highlights for the Adviser Class shares for the
period from April 15, 1994 (date of initial public offering) to October 31,
1994, and the statements of changes in net assets for the year ended December
31, 1993 and the financial highlights for each of the years in the two-year
period ended December 31, 1993 for Select Class shares of the Money Market
Fund, Bond Fund, The Aetna Fund, Growth and Income Fund and International
Growth Fund. 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 also 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 October 31, 1994 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 each
of the respective Funds constituting the Aetna Series Fund, Inc. as of October
31, 1994, the results of their operations, changes in their net assets and the
financial highlights for the Select Class shares and the Adviser Class shares
for the years and periods specified in the first paragraph above, in conformity
with generally accepted accounting principles.

KPMG Peat Marwick llp

Hartford, Connecticut
December 16, 1994
Independent Auditors' Report
Aetna Mutual Funds Annual Report
119

<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:
      Audited financial statements as of October 31, 1994, which include the
            following: Statements of Assets and Liabilities as of October 31,
            1994 Statements of Operations for the 10 month period ended October
            31, 1994 Statements of Changes in Net Assets for the 10 month period
            ended October 31, 1994 and the
              year ended December 31, 1993
            Notes to Financial Statements
            Portfolios of Investments
            Independent Auditors' Report

      Unaudited financial statements as of April 30, 1995, which include the
            following: Statements of Assets and Liabilities as of April 30, 1995
            Statements of Operations for the six month period ended April 30,
            1995 Statements of Changes in Net Assets for the six month period
            ended April 30, 1995 and the
             10 month period ended October 31, 1994
            Notes to Financial Statements
            Portfolios of Investments

      (b)   Exhibits:
            (1)      Articles of Incorporation, including Articles 
                      Supplementary1
            (2)      By-laws (as amended September 13, 1994)1
            (3)      Not applicable
            (4)      Not applicable
            (5)(a)   Form of Investment Advisory Agreement between Registrant
                        and Aetna Life Insurance and Annuity Company ("ALIAC")2
            (5)(b)   Form of Subadvisory Agreements between Aetna Life Insurance
                      and Annuity Company and Aeltus Far East (formerly Aeltus
                     Investment Management International (FE) Limited)2
            (5)(c)   Form of Subadvisory Agreements between Aetna Life Insurance
                      and Annuity Company and Aeltus (formerly Aetna Capital 
                      Management Inc.)2
            (6)(a)   Underwriting Agreement between the Registrant and ALIAC1
            (6)(b)   Dealer Agreement for Registrant between ALIAC and Aetna
                        Investment Services, Inc. (February 8, 1994)1 
            (7) Not applicable 
            (8)(a)(1) Custodian Agreement - Mellon Bank, N.A.1
            (8)(a)(2) Amendments to Custodian Agreement - Mellon Bank, N.A.1
            (9)(a) Form of Administrative Services Agreement1
            (9)(b) License Agreement1 
            (10)(a) Consent of Counsel (10)(b) Opinion of Counsel3
            (11) Consent of Independent Auditors
            (12) Not applicable
            (13) Not applicable
            (14) Not applicable
            (15)(a) Distribution Plan1
            (15)(b) Form of Shareholder Services Plan1
            (16) Schedule for Computation of Performance Data 
            (18) Powers of Attorney 
            (27) Financial Data Schedules

1  Incorporated herein by reference to the Registration Statement on Form N-1A,
   File No. 33-85620, as filed electronically with the Securities and Exchange
   Commission on June 28, 1995.

2. Incorporated herein by reference to the Registration Statement on
   Form N-1A, File No. 33-85020, as filed electronically with the
   Securities and Exchange Commission on November 17, 1995

3  Incorporated herein by reference to the Rule 24f-2 notice filed with the
   Securities and Exchange Commission on December 28, 1994.



<PAGE>


Item 25.    Persons Controlled by or Under Common Control

            Registrant is a Maryland corporation for which separate financial
            statements are filed. As of September 30,1995, Aetna Life Insurance
            Company owned .65% of the Select Class, Aetna Life Insurance and
            Annuity Company owned 3.68% of the Select Class and 6.94% of the
            Adviser Class and The Aetna Casualty and Surety Company owned .06%
            of the Select Class of the Registrant's outstanding shares of
            beneficial interest. All these companies are owned by Aetna Life and
            Casualty Company, a Connecticut company.

            A diagram of all persons directly or indirectly under common control
            with the Registrant is incorporated herein by reference to the
            Registration Statement on Form N-4, File No. 33-88720, as filed with
            the Securities and Exchange Commission on January 20, 1995.




Item 26.    Number of Holders of Securities

           (1) Title of Series              (2) Number of Record Holders
               ---------------                  -----------------------
            As of September 30, 1995
                                             Select Class  Adviser Class
            Money Market                         6,821         3,853
            Government                             104            61
            Bond                                 1,382            76
            Tax-Free                                55            86
            The Aetna                            2,678           308
            Growth and Income                    1,927           559
            Growth                                 407           563
            Small Company Growth                   270           416
            International Growth                 1,391           379
            Asian Growth                           226           273
            Ascent                                   4             0
            Crossroads                               4             0
            Legacy                                   4             0






<PAGE>


Item 27.    Indemnification

            Article 9, Section (d) of the Registrant's Articles of
            Incorporation, provide 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 in October, 1996.

            Finally, reference is 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.

            Insofar as indemnification for liability arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the registrant pursuant to the foregoing
            provisions, or otherwise, the registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the Act and
            is, therefore, unenforceable. In the event that a claim for
            indemnification against such liabilities (other than the payment by
            the registrant of expenses incurred or paid by a director, officer
            or controlling person of the registrant in the successful defense of
            any action, suit or proceeding) is asserted by such director,
            officer or controlling person in connection with the securities
            being registered, the registrant will, unless in the opinion of its
            counsel the matter has been settled by controlling precedent, submit
            to a court of appropriate jurisdiction the question whether such
            indemnification by it is against public policy as expressed in the
            Act and will be governed by the final adjudication of such issue.



<PAGE>


       Item 28.  Business and Other Connections of Investment Adviser

- ------------------------------------------------------------------------------
Name                  Positions and Offices   Other Principal Position(s)
                      with Investment Adviser Held Since Oct.31, 1992
                                              /Addresses*/**
- ------------------------------------------------------------------------------
Daniel P. Kearney     Director, President     Executive Vice President
                      and Chairman,           (since  December 1993), and
                      Executive Committee,    Group Executive, Financial
                      Principal Executive     Division (February 1993 -
                      Officer                 December 1993), Aetna Life and
                                              Casualty Company; Director,
                                              Aetna Insurance Company of
                                              America (since February 1993);
                                              Director and Chairman, Aetna
                                              Realty Investors, Inc.(since
                                              January 3, 1992); Director of
                                              MBIA, Inc. (since 1992);
                                              Director, Margaretten Financial
                                              Corporation,  Edison,
                                              New Jersey (1992-1994).

David E. Bushong      Acting Chief Financial  Vice   President,   Strategy  &
                      Officer                 Policy,  Investment Group (July
                                              1991 - November 1992), Vice
                                              President, Corporate Planning
                                              Finance and Administration
                                              (November 1992 - March 1994), Vice
                                              President, Bond Investment,
                                              Portfolio Management (March 1994 -
                                              July 1994) for Aetna Life
                                              Insurance Company, The Aetna
                                              Casualty and Surety Company, The
                                              Standard Fire Insurance Company,
                                              151 Farmington Avenue, Hartford,
                                              CT 06118.

<PAGE>

Christopher J. Burns  Director (1991);        Vice  President  (August 1988 -
                      Senior Vice President,  March   1991)  of  Aetna   Life
                      Life;                   Insurance   Company;   Director
                      Member of Executive     (February   1992   -   December
                      Committee               1993)    and    Senior     Vice
                                              President (December 1992- December
                                              1993) of Aetna Insurance Company
                                              of America; Director (1992 - April
                                              1995) and Senior Vice President,
                                              North American Operations (1993 -
                                              April 1995) of Aetna
                                              International, Inc., Director and
                                              member of Investment Committee
                                              (1992 - March 1995) of Aetna Life
                                              Insurance Company of Canada;
                                              Director (1992 - May 1995) of
                                              Seguros Monterrey Aetna, S.A.;
                                              Director (1992 - May 1995) of
                                              Fianzas Monterrey Aetna S.A.;
                                              Series "B" Director (1992 May
                                              1995) of Valores Monterrey Aetna
                                              S.A. de C.V.

Laura R. Estes        Director and Senior     Director  and  Senior Vice
                      Vice President, ALIAC   President, Aetna  Insurance
                      Pension; Member of      Company of   America  (since
                      Executive Committee     February 1993);  Director,
                                              Aetna Investment  Services,
                                              Inc. (since 1993).

John Y. Kim           Director and Senior     Chief  Investment  Officer,
                      Vice President, ALIAC   Aetna  Life  and  Casualty
                      Investments             Company (since May 1994);
                                              Managing Director, Mitchell
                                              Hutchins Institutional Investors,
                                              New York, NY (September 1993 -
                                              April 1994).

Shaun P. Mathews      Director and Senior     Director and Chief Operations
                      Vice President,         Officer, Aetna Investment
                      Strategic Markets and   Services, Inc.(since February
                      Products                1993); Director and Senior
                                              Vice President, Aetna
                                              Insurance Company of America
                                              (since February  1993); Vice
                                              President of Aetna Life
                                              Insurance Company (since 1991).
<PAGE>

Scott A. Striegel     Director and Senior     Vice President, Aetna Life
                      Vice President          Insurance Company (since
                                              1992); Senior Vice President
                                              (since 1992) and Director
                                              (since June 1991),  Aetna
                                              Insurance Company of America.

James C. Hamilton     Director, Vice          Chief Financial Officer, Aetna
                      President and Treasurer Investment Services, Inc.
                                              (since 1993); Director, Vice
                                              President and Treasurer, Aetna
                                              Insurance Company of America
                                              (since February 1993);
                                              Director, Aetna Private
                                              Capital, Inc. (since November
                                              1990); Vice President and
                                              Actuary of Aetna Life
                                              Insurance Company (since 1988).

Gary G. Benanav       Director                Executive Vice President,
                                              Property-Casualty Division
                                              (since December 1993) and
                                              Group Executive (April
                                              1992-December  1993), Aetna
                                              Life  and Casualty Company,
                                              Aetna  Life Insurance Company
                                              and Aetna Casualty and Surety
                                              Company; Chairman and Chief
                                              Executive  Officer (since
                                              September 1992) and Director
                                              (since October 1991), Aetna
                                              Life Insurance Company of
                                              America; Director and
                                              President (1992-1994), Aetna
                                              Insurance Company of America;
                                              President (since August 1994)
                                              and  Director (1992-1994),
                                              Aetna Casualty Company of
                                              Connecticut, Aetna Commercial
                                              Insurance Company, Aetna
                                              Excess and Surplus Lines
                                              Company, Aetna Insurance
                                              Company, Aetna Personal
                                              Security Insurance Company,
                                              Farmington Casualty Company,
                                              The Automobile Insurance
                                              Company of Hartford,
                                              Connecticut; Director Aetna
                                              Series Fund, Inc.(April 30,
                                              1993 - March 16, 1994);
                                              Director of Barnes Group, Inc.
                                              (currently).
<PAGE>

Eugene M. Trovato     Vice President,         Vice President Controller,
                      Controller              (February 1995 - Present),
                      (chief accounting       Assistant  Vice President
                      officer)                Planning,  Reporting, and
                                              Analysis (October 1992 February
                                              1995), Assistant Vice President of
                                              Financial Reporting (July 1989
                                              -October 1992), Director of
                                              Financial Reporting in Corporate
                                              Controllers (February 1989 July
                                              1989), Aetna Life Insurance and
                                              Annuity Company.

Zoe Baird             Senior Vice President   Senior Vice President   and
                      and General Counsel     General Counsel of Aetna Life
                                              and  Casualty Company (since
                                              April 1992);
                                              Director,  Zurn Industries,
                                              Inc., Erie, Pennsylvania
                                              (since April 1993); Director,
                                              Southern  New  England
                                              Telecommunication Corp. and
                                              Southern New England Telephone
                                              Company, New Haven, CT (since
                                              November 1990).

Susan Schechter       Counsel and Corporate   Counsel, Aetna Life and
                      Secretary               Casualty  Company (since
                                              November 1993); Corporate
                                              Secretary and Counsel, Aetna Life
                                              Assignment Company (since June
                                              1994); Associate Attorney, Steptoe
                                              & Johnson, Washington, D.C.
                                              (September 1986 -October 1993).

Fred J. Franklin      Vice President and      Chief Operating Officer  and
                      Chief Compliance        General Counsel, Barclay
                      Officer                 Investments, Inc., Providence,
                                              RI (January 1991 - November 1993).



   *  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.
<PAGE>


Item 29.    Principal Underwriters

      (a)   In addition to serving as the principal underwriter for the
            Registrant, Aetna Life Insurance and Annuity Company (ALIAC) also
            acts as the principal underwriter for Aetna Variable Fund, Aetna
            Income Shares, Aetna Variable Encore Fund, Aetna Investment
            Advisers Fund, Inc., Aetna GET Fund, Aetna Generation Portfolios,
            Inc., Variable Annuity Accounts B, C, and G, and Variable Life
            Account B (separate accounts of ALIAC registered as unit
            investment trusts), and Separate Account I (a separate account of
            Aetna Insurance Company of America registered as a unit
            investment trust).  ALIAC is also the depositor of Variable Life
            Account B, and Variable Annuity Accounts B, C and G.
            Additionally, ALIAC is the investment adviser for Aetna Variable
            Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna
            Investment Advisers Fund, Inc., Aetna GET Fund, Aetna Series
            Fund, Inc. and Aetna Generation Portfolios, Inc.

      (b)
<TABLE>
<CAPTION>
Name and Principal       Positions and Offices             Positions and Offices
Business Address*        with Principal Underwriter        with Registrant
- ------------------       --------------------------        ----------------------
<S>                      <C>                               <C>
Daniel P. Kearney        Director and President            Director

David E. Bushong         Acting Chief Financial Officer

Christopher J. Burns     Director and Senior Vice
                         President, Life

Laura R. Estes           Director and Senior Vice
                         President, ALIAC Pensions

John Y. Kim              Director and Senior Vice          Director and Vice President
                         President, ALIAC Investments

Shaun P. Mathews         Director and Senior Vice          Director and President
                         President, Strategic Markets
                         and Products

Scott A. Striegel        Director and Senior Vice
                         President, Annuity

James C. Hamilton        Director, Vice President and      Vice President and Treasurer
                         Treasurer

Gary G. Benanav          Director

Eugene M. Trovato        Vice President, Controller
<PAGE>

Zoe Baird                Senior Vice President and
                         General Counsel

Fred J. Franklin         Vice President and Chief
                         Compliance Officer

Susan Schechter          Corporate Secretary and
                         Counsel
</TABLE>
*   The principal business address of all directors and officers listed is 151
    Farmington Avenue, Hartford, Connecticut 06156.

      (c)   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,
            ALIAC, maintain physical possession of each account, book or other
            documents, except shareholder records, at its principal offices at
            151 Farmington Avenue, Hartford, Connecticut
            06156.

            Shareholder records are maintained by the transfer agent, Firstar
            Trust Company, 615 East Michigan Street, Milwaukee, Wisconsin
            53261.


Item 31.    Management Services

            Not applicable.


Item 32.    Undertakings

            The Registrant undertakes that if requested by the holders of at
            least 10% of a Fund's outstanding shares, the Registrant will hold a
            shareholder meeting for the purpose of voting on the removal of one
            or more Directors and will assist with communication concerning that
            shareholder meeting as if Section 16(c) of the Investment Company
            Act of 1940 applied.

            The Registrant undertakes to furnish to each person to whom a
            prospectus is delivered a copy of the Fund's latest annual report to
            shareholders, upon request and without charge.

<PAGE>

                                  SIGNATURES

Pursuant to the Securities Act of 1933 and the Investment Company Act of 1940,
 the Registrant, Aetna Series Fund, Inc. has duly caused this Post-Effective
Amendment No. 11 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 27th day of December, 1995.

                                                AETNA SERIES 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 in the capacities indicated on December 27, 1995.

Signature                  Title

Shaun P. Mathews*          President and Director
- -------------------------
                          (Principal Executive Officer)

James C. Hamilton*         Vice President and Treasurer
- -------------------------
                          (Principal Financial and Accounting Officer)

Morton Ehrlich*            Director
- -------------------------

Maria T. Fighetti*         Director
- -------------------------

David L. Grove*            Director
- -------------------------

Daniel P. Kearney*         Director
- -------------------------

John Y. Kim*               Director
- --------------------------

Sidney Koch*               Director
- -------------------------

<PAGE>

Corine T. Norgaard*        Director
- -------------------------

Richard G. Scheide*        Director
- -------------------------



By: /s/Susan E. Bryant
    ------------------
    Susan E. Bryant
    * Attorney-in-Fact

<PAGE>



                           AETNA SERIES FUND, INC.
                                EXHIBIT INDEX

Exhibit No.              Exhibit                                         Page

99-b(1)                  Articles of Incorporation, including             *
                         Articles Supplementary

99-b(2)                  By-laws (as amended September 13, 1994)          *

99-b(5)(a)               Form of  Investment Advisory Agreements          *
                         between Registrant and Aetna Life
                         Insurance and Annuity Company ("ALIAC")

99-b(5)(b)               Form of Subadvisory Agreement between            *
                         Aetna Life Insurance and Annuity
                         Company and Aeltus Far East (formerly
                         Aeltus Investment Management
                         International (FE) Limited)

99-b(5)(c)               Form of Subadvisory Agreements between           *
                         Aetna Life Insurance and Annuity
                         Company and Aeltus (formerly Aetna
                         Capital Management Inc.)

99-b(6)(a)               Underwriting Agreement between the               *
                         Registrant and ALIAC

99-b(6)(b)               Dealer Agreement for registrant between          *
                         ALIAC and Aetna Investment Services,
                         Inc. (February 8, 1994)

99-b(8)(a)(1)            Custodian Agreement - Mellon Bank, N.A.          *

99-b(8)(a)(2)            Amendments to Custodian Agreement -              *
                         Mellon Bank, N.A.

99-b(9)(a)               Form of Administrative Services                  *
                         Agreement

99-b(9)(b)               License Agreement                                *

99-b(10)                 Consent of Counsel                               __

99-b(11)                 Consent of Independent Auditors                  __

99-b(15)(a)              Distribution Plan                                *

99-b(15)(b)              Form of Shareholder Services Plan                *

99-b(16)                 Schedule for Computation of Performance          __
                         Data

99-b(18)                 Powers of Attorney                               __

99-b(27)                 Financial Data Schedules                         __
* Incorporated by reference.



(AETNA LETTERHEAD)       151 Farmington Avenue             Susan E. Bryant
                         Hartford, CT  06156 - 3124        Counsel
                                                           Law & Regulatory
                                                           Affairs, RE4C
                                                           (203) 273-7834
                                                           Fax: (203) 273-8340

December 27, 1995

Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C.  20549


Dear Sir or Madam:

As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I hereby
consent to the use of my opinion dated December 23, 1994, (incorporated herein
by reference to the 24f-2 Notice for the fiscal year ended October 31, 1994
filed on behalf of the Aetna Series Fund, Inc.) as an exhibit to this
Post-Effective Amendment No. 11 to Registration Statement on Form N-1A (File
Nos. 811-6352 and 33-41694) and to my being named under the caption "Legal
Matters" in the prospectus contained therein.



Sincerely,

/s/Susan E. Bryant

Susan E. Bryant
Counsel


                                                                   Exhibit 11



                       Consent of Independent Auditors



The Board of Directors
Aetna Series Fund, Inc.

We consent to the use of our report, 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
                                          ------------------------
                                          KPMG Peat Marwick LLP

Hartford, Connecticut
December 28, 1995



                         COMPUTATION OF PERFORMANCE DATA
                             TOTAL RETURN QUOTATIONS

In calculating the total return quotations, a hypothetical account was
established using a $1,000 initial payment.

Formula
              n
      P(1 + T) = ERV

      P     =     a hypothetical initial payment of $1,000,
      T     =     average annual total return,
      n     =     number of years,
      ERV   =     ending redeemable value at the end of the 1, 5, or 10 year
                  periods (or fractional portion thereof) of a hypothetical
                  $1,000 payment made at the beginning of the 1, 5, or 10 year
                  periods.


                             Select Class Shares
Assumptions:

- - The 1-year figure assumes the redemption on April 30, 1995 of values
attributable to a $1,000 payment made on May 1, 1994.
- - The Since Inception figure assumes the redemption on April 30, 1995 of values
attributable to a $1,000 payment made on January 1, 1992 (effective date of
Funds).

Aetna Money Market Fund
   1 Year               $1,000(1 + 5.13%)1           =  $1,051.00
   Since Inception      $1,000(1 + 4.07%)3.33        =  $1,142.00

Aetna Bond Fund
   1 Year               $1,000(1 + 6.16%)1           =  $1,062.00
   Since Inception      $1,000(1 + 5.80%)3.33        =  $1,207.00

The Aetna Fund
   1 Year               $1,000(1 + 8.47%)1           =  $1,085.00
   Since Inception      $1,000(1 + 6.61%)3.33        =  $1,238.00

Aetna Growth and Income Fund
   1 Year               $1,000(1 + 10.81%)1          =  $1,108.00
   Since Inception      $1,000(1 + 6.81%)3.33        =  $1,245.00

Aetna International Growth Fund
   1 Year               $1,000(1 + (1.16)%)1         =  $  988.00
   Since Inception      $1,000(1 + 4.67%)3.33        =  $1,164.00


<PAGE>


                         COMPUTATION OF PERFORMANCE DATA
                       TOTAL RETURN QUOTATIONS (continued)


Assumptions:
- - The 1-year figure assumes the redemption on April 30, 1995 of values
attributable to a $1,000 payment made on May 1, 1994.
- - The Since Inception figure assumes the redemption on April 30, 1995 of values
attributable to a $1,000 payment made on January 1, 1994 (effective date of
Funds).

Aetna Government Fund
   1 Year               $1,000(1 + 6.71%)1           =  $1,067.00
   Since Inception      $1,000(1 + 2.77%)1.33        =  $1,037.00

Aetna Growth Fund
   1 Year               $1,000(1 + 13.29%)1          =  $1,133.00
   Since Inception      $1,000(1 + 11.87%)1.33       =  $1,161.00

Aetna Small Company Growth Fund
   1 Year               $1,000(1 + 10.44%)1          =  $1,104.00
   Since Inception      $1,000(1 + 10.71%)1.33       =  $1,145.00

Aetna Asian Growth Fund
   1 Year               $1,000(1 + (8.76)%)1         =  $  912.00
   Since Inception      $1,000(1 + (16.85)%)1.33     =  $  782.00



<PAGE>


                       COMPUTATION OF PERFORMANCE DATA
                     TOTAL RETURN QUOTATIONS (continued)

                             Adviser Class Shares
Assumptions:
- - The 1-year figure assumes the redemption on April 30, 1995 of values
attributable to a $1,000 payment made on May 1, 1994.
- - The Since Inception figure assumes the redemption on April 30, 1995 of values
attributable to a $1,000 payment made on April 15, 1994 (effective date of
Adviser Class shares).
- - The performance reflects the deduction of the maximum contingent deferred
sales charge of 1%, declining by 0.25% each year after the date of purchase to
zero, assuming shares were redeemed at the end of the period.

Aetna Money Market Fund
   1 Year               $1,000(1 + 4.08%)1           =  $1,041.00
   Since Inception      $1,000(1 + 4.33%)1.04        =  $1,045.00

Aetna Government Fund
   1 Year               $1,000(1 + 4.75%)1           =  $1,048.00
   Since Inception      $1,000(1 + 4.58%)1.04        =  $1,048.00

Aetna Bond Fund
   1 Year               $1,000(1 + 4.33%)1           =  $1,043.00
   Since Inception      $1,000(1 + 3.51%)1.04        =  $1,037.00

The Aetna Fund
   1 Year               $1,000(1 + 6.39%)1           =  $1,064.00
   Since Inception      $1,000(1 + 6.25%)1.04        =  $1,065.00

Aetna Growth and Income Fund
   1 Year               $1,000(1 + 9.26%)1           =  $1,093.00
   Since Inception      $1,000(1 + 9.39%)1.04        =  $1,098.00

Aetna Growth Fund
   1 Year               $1,000(1 + 11.34%)1          =  $1,113.00
   Since Inception      $1,000(1 + 10.99%)1.04       =  $1,115.00

Aetna Small Company Growth Fund
   1 Year               $1,000(1 + 8.45%)1           =  $1,085.00
   Since Inception      $1,000(1 + 9.65%)1.04        =  $1,101.00

Aetna International Growth Fund
   1 Year               $1,000(1 + (2.88)%)1         =  $  971.00
   Since Inception      $1,000(1 + (1.97)%)1.04      =  $  980.00

Aetna Asian Growth Fund
   1 Year               $1,000(1 + (9.98)%)1         =  $  900.00
   Since Inception      $1,000(1 + (9.32)%)1.04      =  $  903.00



POAMFDirectors 12/26/95

                                                              Exhibit 99-b(18)
                             POWER OF ATTORNEY

We, the undersigned directors and officers of Aetna Series Fund Inc., Aetna
Investment Advisers Fund, Inc., and Aetna Generation Portfolios, Inc. hereby
severally constitute and appoint Susan E. Bryant, Julie E. Rockmore and Steven
J. Lauwers, and each of them individually, our true and lawful attorneys, with
full power to them and each of them to sign for us, and in our names and in the
capacities indicated below, any and all amendments, including but not limited to
Pre-Effective and Post-Effective Amendments, to the Registration Statements
listed below filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and/or the Investment Company Act of 1940:

Registration Statements filed under the Securities Act of 1933, as amended:

Aetna Series Fund, Inc. (ten portfolios registered)                   33-41694
Aetna Series Fund, Inc. (three portfolios registered -
      Aetna Generation Funds)                                         33-85620
Aetna Investment Advisers Fund, Inc.                                  33-27247
Aetna Generation Portfolios, Inc.                                     33-88334

Registration Statements filed under the Investment Company Act of 1940:

Aetna Series Fund, Inc.                                               811-6352
Aetna Investment Advisers Fund, Inc.                                  811-5773
Aetna Generation Portfolios, Inc.                                     811-8934

hereby ratifying and confirming on this 12th day of December, 1995, our
signatures as they may be signed by our said attorneys to any such Registration
Statements and any and all amendments thereto.
<TABLE>
<CAPTION>

                   Signature/Title                                             Signature/Title
            <S>                                                    <C>

                 /s/ Shaun P. Mathews                                       /s/ James C. Hamilton
- -----------------------------------------------------       ------------------------------------------------------
                   Shaun P. Mathews                                           James C. Hamilton
                President and Director                                   Vice President and Treasurer
            (Principal Executive Officer)                        (Principal Financial and Accounting Officer)

                  /s/ Morton Ehrlich                                           /s/ John Y. Kim
- -------------------------------------------------------      -----------------------------------------------------
               Morton Ehrlich, Director                                     John Y. Kim, Director

                /s/ Maria T. Fighetti                                          /s/ Sidney Koch
- -------------------------------------------------------      -----------------------------------------------------
             Maria T. Fighetti, Director                                    Sidney Koch, Director

                  /s/ David L. Grove                                        /s/ Corine T. Norgaard
- -------------------------------------------------------      -----------------------------------------------------
               David L. Grove, Director                                  Corine T. Norgaard, Director

                /s/ Daniel P. Kearney                                       /s/ Richard G. Scheide
- -------------------------------------------------------      -----------------------------------------------------
             Daniel P. Kearney, Director                                 Richard G. Scheide, Director
</TABLE>


<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
    <NAME>                    Class A
    <NUMBER>                  021
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1994
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                       42,961,374
<INVESTMENTS-AT-VALUE>                      42,745,565
<RECEIVABLES>                                2,878,816
<ASSETS-OTHER>                                  37,950
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              45,662,331
<PAYABLE-FOR-SECURITIES>                     1,012,100
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       71,557
<TOTAL-LIABILITIES>                          1,083,657
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    46,186,246
<SHARES-COMMON-STOCK>                        3,089,655
<SHARES-COMMON-PRIOR>                        2,879,421
<ACCUMULATED-NII-CURRENT>                      124,901
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                     (1,516,664)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      (215,809)
<NET-ASSETS>                                44,578,674
<DIVIDEND-INCOME>                               18,503
<INTEREST-INCOME>                            1,819,791
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 255,453
<NET-INVESTMENT-INCOME>                      1,582,841
<REALIZED-GAINS-CURRENT>                      (523,908)
<APPREC-INCREASE-CURRENT>                    1,393,338
<NET-CHANGE-FROM-OPS>                        2,452,471
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      926,551
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        516,200
<NUMBER-OF-SHARES-REDEEMED>                    393,999
<SHARES-REINVESTED>                             88,033
<NET-CHANGE-IN-ASSETS>                      (8,410,562)
<ACCUMULATED-NII-PRIOR>                         54,057
<ACCUMULATED-GAINS-PRIOR>                     (992,756)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          120,810
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                325,868
<AVERAGE-NET-ASSETS>                        28,776,849
<PER-SHARE-NAV-BEGIN>                             9.58
<PER-SHARE-NII>                                    .33
<PER-SHARE-GAIN-APPREC>                            .20
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                          .31
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.80
<EXPENSE-RATIO>                                    .75
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
    <NAME>                    Class B
    <NUMBER>                  022
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1994
<PERIOD-START>                             NOV-01-1995
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                       42,961,374
<INVESTMENTS-AT-VALUE>                      42,745,565
<RECEIVABLES>                                2,878,816
<ASSETS-OTHER>                                  37,950
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              45,662,331
<PAYABLE-FOR-SECURITIES>                     1,012,100
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       71,557
<TOTAL-LIABILITIES>                          1,083,657
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    46,186,246
<SHARES-COMMON-STOCK>                        1,459,663
<SHARES-COMMON-PRIOR>                        2,650,978
<ACCUMULATED-NII-CURRENT>                      124,901
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                     (1,516,664)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       124,901
<NET-ASSETS>                                44,578,674
<DIVIDEND-INCOME>                               18,503
<INTEREST-INCOME>                            1,819,791
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 255,453
<NET-INVESTMENT-INCOME>                      1,582,841
<REALIZED-GAINS-CURRENT>                      (523,908)
<APPREC-INCREASE-CURRENT>                      869,630
<NET-CHANGE-FROM-OPS>                        2,452,471
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      585,446
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          5,330
<NUMBER-OF-SHARES-REDEEMED>                  1,257,722
<SHARES-REINVESTED>                             61,077
<NET-CHANGE-IN-ASSETS>                      (8,410,562)
<ACCUMULATED-NII-PRIOR>                         54,057
<ACCUMULATED-GAINS-PRIOR>                     (992,756)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          120,810
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                325,868
<AVERAGE-NET-ASSETS>                        19,915,808
<PER-SHARE-NAV-BEGIN>                             9.58
<PER-SHARE-NII>                                    .28
<PER-SHARE-GAIN-APPREC>                            .21
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                          .28
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.79
<EXPENSE-RATIO>                                   1.50
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
    <NAME>                    Class A
    <NUMBER>                  011
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1994
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                      252,370,276
<INVESTMENTS-AT-VALUE>                     252,370,276
<RECEIVABLES>                                1,218,440
<ASSETS-OTHER>                               5,006,543
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             258,595,259
<PAYABLE-FOR-SECURITIES>                       841,388
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      264,802
<TOTAL-LIABILITIES>                          1,106,190
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   257,489,069
<SHARES-COMMON-STOCK>                      184,789,662
<SHARES-COMMON-PRIOR>                      161,756,379
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               257,489,069
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                            6,918,491
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 288,466
<NET-INVESTMENT-INCOME>                      6,630,025
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                        6,630,025
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    4,904,128
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     99,365,093
<NUMBER-OF-SHARES-REDEEMED>                 80,628,602
<SHARES-REINVESTED>                          4,296,792
<NET-CHANGE-IN-ASSETS>                      48,382,194
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          461,546
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                993,017
<AVERAGE-NET-ASSETS>                       172,535,510
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                    .03
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                               .03
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                    .25
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
    <NAME>                    Class B
    <NUMBER>                  012
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1994
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                      252,370,276
<INVESTMENTS-AT-VALUE>                     252,370,276
<RECEIVABLES>                                1,218,440
<ASSETS-OTHER>                               5,006,543
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             258,595,259
<PAYABLE-FOR-SECURITIES>                       841,388
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      264,802
<TOTAL-LIABILITIES>                          1,106,190
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   257,489,069
<SHARES-COMMON-STOCK>                       72,699,407
<SHARES-COMMON-PRIOR>                       47,350,496
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               257,489,069
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                            6,918,491
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 288,466
<NET-INVESTMENT-INCOME>                      6,630,025
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                        6,630,025
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    1,725,897
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     44,702,797
<NUMBER-OF-SHARES-REDEEMED>                 21,037,486
<SHARES-REINVESTED>                          1,683,600
<NET-CHANGE-IN-ASSETS>                      48,382,194
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          461,546
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                993,017
<AVERAGE-NET-ASSETS>                        60,435,943
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                    .03
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                               .03
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                    .25
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
    <NAME>                    Class A
    <NUMBER>                  061
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1994
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                       19,251,428
<INVESTMENTS-AT-VALUE>                      19,308,879
<RECEIVABLES>                                  206,718
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              19,515,597
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       18,623
<TOTAL-LIABILITIES>                             18,623
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    20,283,984
<SHARES-COMMON-STOCK>                        1,990,344
<SHARES-COMMON-PRIOR>                        2,774,007
<ACCUMULATED-NII-CURRENT>                      100,901
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (945,362)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        57,451
<NET-ASSETS>                                19,496,974
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              884,920
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  83,123
<NET-INVESTMENT-INCOME>                        801,797
<REALIZED-GAINS-CURRENT>                      (674,470)
<APPREC-INCREASE-CURRENT>                    1,198,252
<NET-CHANGE-FROM-OPS>                        1,325,579
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      803,227
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        309,636
<NUMBER-OF-SHARES-REDEEMED>                  1,163,972
<SHARES-REINVESTED>                             70,673
<NET-CHANGE-IN-ASSETS>                      (6,763,497)
<ACCUMULATED-NII-PRIOR>                        108,685
<ACCUMULATED-GAINS-PRIOR>                     (270,892)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           58,833
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                135,458
<AVERAGE-NET-ASSETS>                        23,490,886
<PER-SHARE-NAV-BEGIN>                             9.41
<PER-SHARE-NII>                                    .32
<PER-SHARE-GAIN-APPREC>                            .26
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                          .32
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.67
<EXPENSE-RATIO>                                    .70
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
    <NAME>                    Class B
    <NUMBER>                  062
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1994
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                       19,251,428
<INVESTMENTS-AT-VALUE>                      19,308,879
<RECEIVABLES>                                  206,718
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              19,515,597
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       18,623
<TOTAL-LIABILITIES>                             18,623
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    20,283,984
<SHARES-COMMON-STOCK>                           26,628
<SHARES-COMMON-PRIOR>                           16,003
<ACCUMULATED-NII-CURRENT>                      100,901
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (945,362)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        57,451
<NET-ASSETS>                                19,496,974
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              884,920
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  83,123
<NET-INVESTMENT-INCOME>                        801,797
<REALIZED-GAINS-CURRENT>                      (674,470)
<APPREC-INCREASE-CURRENT>                    1,198,252
<NET-CHANGE-FROM-OPS>                        1,325,579
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        6,354
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         20,802
<NUMBER-OF-SHARES-REDEEMED>                     10,746
<SHARES-REINVESTED>                                569
<NET-CHANGE-IN-ASSETS>                      (6,763,497)
<ACCUMULATED-NII-PRIOR>                        108,685
<ACCUMULATED-GAINS-PRIOR>                     (270,892)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           58,833
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                135,458
<AVERAGE-NET-ASSETS>                           215,548
<PER-SHARE-NAV-BEGIN>                             9.41
<PER-SHARE-NII>                                    .27
<PER-SHARE-GAIN-APPREC>                            .25
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                          .28
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.65
<EXPENSE-RATIO>                                   1.59
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
    <NAME>                    Class A
    <NUMBER>                  071
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1995
<PERIOD-START>                             NOV-01-1995
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                       24,267,562
<INVESTMENTS-AT-VALUE>                      23,795,738
<RECEIVABLES>                                  423,474
<ASSETS-OTHER>                                     158
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              24,219,370
<PAYABLE-FOR-SECURITIES>                       979,792
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       31,014
<TOTAL-LIABILITIES>                          1,010,806
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    24,421,818
<SHARES-COMMON-STOCK>                          204,638
<SHARES-COMMON-PRIOR>                          163,041
<ACCUMULATED-NII-CURRENT>                       36,852
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (778,282)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      (471,824)
<NET-ASSETS>                                23,208,564
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              723,053
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 190,444
<NET-INVESTMENT-INCOME>                        532,609
<REALIZED-GAINS-CURRENT>                      (270,716)
<APPREC-INCREASE-CURRENT>                    1,395,744
<NET-CHANGE-FROM-OPS>                        1,657,637
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       42,304
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         42,809
<NUMBER-OF-SHARES-REDEEMED>                      5,102
<SHARES-REINVESTED>                              3,890
<NET-CHANGE-IN-ASSETS>                      (3,837,098)
<ACCUMULATED-NII-PRIOR>                         16,599
<ACCUMULATED-GAINS-PRIOR>                     (507,566)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           61,435
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                220,746
<AVERAGE-NET-ASSETS>                         1,637,954
<PER-SHARE-NAV-BEGIN>                             8.98
<PER-SHARE-NII>                                    .23
<PER-SHARE-GAIN-APPREC>                            .44
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                          .24
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.41
<EXPENSE-RATIO>                                    .85
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
    <NAME>                    Class B
    <NUMBER>                  072
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1995
<PERIOD-START>                             NOV-01-1995
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                       24,267,562
<INVESTMENTS-AT-VALUE>                      23,795,738
<RECEIVABLES>                                  423,474
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              24,219,370
<PAYABLE-FOR-SECURITIES>                       979,792
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       31,014
<TOTAL-LIABILITIES>                          1,010,806
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    24,421,818
<SHARES-COMMON-STOCK>                        2,262,474
<SHARES-COMMON-PRIOR>                        2,851,007
<ACCUMULATED-NII-CURRENT>                       36,852
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (778,282)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                      (471,824)
<NET-ASSETS>                                23,208,564
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              723,053
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 190,444
<NET-INVESTMENT-INCOME>                        532,609
<REALIZED-GAINS-CURRENT>                      (270,716)
<APPREC-INCREASE-CURRENT>                    1,395,744
<NET-CHANGE-FROM-OPS>                        1,657,637
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      470,052
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         53,823
<NUMBER-OF-SHARES-REDEEMED>                    693,330
<SHARES-REINVESTED>                             50,914
<NET-CHANGE-IN-ASSETS>                      (3,837,098)
<ACCUMULATED-NII-PRIOR>                         16,599
<ACCUMULATED-GAINS-PRIOR>                     (507,566)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           61,435
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                220,746
<AVERAGE-NET-ASSETS>                        23,128,379
<PER-SHARE-NAV-BEGIN>                             8.97
<PER-SHARE-NII>                                    .20
<PER-SHARE-GAIN-APPREC>                            .43
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                          .19
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               9.41
<EXPENSE-RATIO>                                   1.60
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
    <NAME>                    Class A
    <NUMBER>                  031
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1994
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                       79,504,921
<INVESTMENTS-AT-VALUE>                      84,986,156
<RECEIVABLES>                                1,434,424
<ASSETS-OTHER>                                  37,146
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              86,457,726
<PAYABLE-FOR-SECURITIES>                     3,710,080
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      249,912
<TOTAL-LIABILITIES>                          3,959,992
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    77,531,489
<SHARES-COMMON-STOCK>                        7,367,500
<SHARES-COMMON-PRIOR>                        7,159,113
<ACCUMULATED-NII-CURRENT>                      694,142
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                     (1,108,472)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     5,380,575
<NET-ASSETS>                                82,497,734
<DIVIDEND-INCOME>                              732,141
<INTEREST-INCOME>                            1,436,311
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 625,631
<NET-INVESTMENT-INCOME>                      1,542,821
<REALIZED-GAINS-CURRENT>                       339,357
<APPREC-INCREASE-CURRENT>                    2,765,681
<NET-CHANGE-FROM-OPS>                        4,647,859
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    1,480,798
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,176,159
<NUMBER-OF-SHARES-REDEEMED>                  1,108,945
<SHARES-REINVESTED>                            141,173
<NET-CHANGE-IN-ASSETS>                     (20,164,461)
<ACCUMULATED-NII-PRIOR>                        973,633
<ACCUMULATED-GAINS-PRIOR>                   (1,447,829)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          366,450
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                637,471
<AVERAGE-NET-ASSETS>                        78,076,141
<PER-SHARE-NAV-BEGIN>                            10.65
<PER-SHARE-NII>                                    .18
<PER-SHARE-GAIN-APPREC>                            .46
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                          .20
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.09
<EXPENSE-RATIO>                                   1.25
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
    <NAME>                    Class B
    <NUMBER>                  032
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1994
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                       79,504,921
<INVESTMENTS-AT-VALUE>                      84,986,156
<RECEIVABLES>                                1,434,424
<ASSETS-OTHER>                                  37,146
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              86,457,726
<PAYABLE-FOR-SECURITIES>                     3,710,080
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      249,912
<TOTAL-LIABILITIES>                          3,959,992
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    77,531,489
<SHARES-COMMON-STOCK>                           73,988
<SHARES-COMMON-PRIOR>                        2,485,397
<ACCUMULATED-NII-CURRENT>                      694,142
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                     (1,108,472)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     5,380,575
<NET-ASSETS>                                82,497,734
<DIVIDEND-INCOME>                              737,123
<INTEREST-INCOME>                            1,436,311
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 630,613
<NET-INVESTMENT-INCOME>                      1,542,821
<REALIZED-GAINS-CURRENT>                       339,357
<APPREC-INCREASE-CURRENT>                    2,765,681
<NET-CHANGE-FROM-OPS>                        4,647,859
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      341,514
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         38,552
<NUMBER-OF-SHARES-REDEEMED>                  2,479,120
<SHARES-REINVESTED>                             29,159
<NET-CHANGE-IN-ASSETS>                     (20,164,461)
<ACCUMULATED-NII-PRIOR>                        973,633
<ACCUMULATED-GAINS-PRIOR>                   (1,447,829)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          366,450
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                642,453
<AVERAGE-NET-ASSETS>                        13,898,361
<PER-SHARE-NAV-BEGIN>                            10.62
<PER-SHARE-NII>                                    .12
<PER-SHARE-GAIN-APPREC>                            .45
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                          .14
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.05
<EXPENSE-RATIO>                                   2.04
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
    <NAME>                    Class A
    <NUMBER>                  041
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1994
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                      300,615,297
<INVESTMENTS-AT-VALUE>                     329,516,875
<RECEIVABLES>                               13,917,052
<ASSETS-OTHER>                                 426,613
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             343,860,540
<PAYABLE-FOR-SECURITIES>                     6,733,575
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                   10,146,728
<TOTAL-LIABILITIES>                         16,880,303
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   298,897,914
<SHARES-COMMON-STOCK>                       27,625,555
<SHARES-COMMON-PRIOR>                       27,133,462
<ACCUMULATED-NII-CURRENT>                    1,702,741
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                     (2,329,375)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    28,708,957
<NET-ASSETS>                               326,980,237
<DIVIDEND-INCOME>                            4,157,691
<INTEREST-INCOME>                              664,845
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,615,259
<NET-INVESTMENT-INCOME>                      3,207,277
<REALIZED-GAINS-CURRENT>                       (64,542)
<APPREC-INCREASE-CURRENT>                   18,533,979
<NET-CHANGE-FROM-OPS>                       21,676,714
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    2,091,970
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      5,706,979
<NUMBER-OF-SHARES-REDEEMED>                  5,408,972
<SHARES-REINVESTED>                            194,086
<NET-CHANGE-IN-ASSETS>                      19,880,335
<ACCUMULATED-NII-PRIOR>                        603,617
<ACCUMULATED-GAINS-PRIOR>                   (2,264,833)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                        1,088,974
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              1,615,259
<AVERAGE-NET-ASSETS>                       315,582,675
<PER-SHARE-NAV-BEGIN>                            11.11
<PER-SHARE-NII>                                    .11
<PER-SHARE-GAIN-APPREC>                            .64
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                          .07
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.79
<EXPENSE-RATIO>                                   1.01
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
    <NAME>                    Class B
    <NUMBER>                  042
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1994
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                      300,615,297
<INVESTMENTS-AT-VALUE>                     329,516,875
<RECEIVABLES>                               13,917,052
<ASSETS-OTHER>                                 426,613
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             343,860,540
<PAYABLE-FOR-SECURITIES>                     6,733,575
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                   10,146,728
<TOTAL-LIABILITIES>                         16,880,303
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   298,897,914
<SHARES-COMMON-STOCK>                           98,930
<SHARES-COMMON-PRIOR>                          518,198
<ACCUMULATED-NII-CURRENT>                    1,702,741
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                     (2,329,375)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    28,708,957
<NET-ASSETS>                               326,980,237
<DIVIDEND-INCOME>                            4,176,095
<INTEREST-INCOME>                              664,845
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,633,663
<NET-INVESTMENT-INCOME>                      3,207,277
<REALIZED-GAINS-CURRENT>                       (64,542)
<APPREC-INCREASE-CURRENT>                   18,533,979
<NET-CHANGE-FROM-OPS>                       21,676,714
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       16,183
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         52,969
<NUMBER-OF-SHARES-REDEEMED>                    472,237
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      19,880,335
<ACCUMULATED-NII-PRIOR>                        603,617
<ACCUMULATED-GAINS-PRIOR>                   (2,264,833)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                        1,088,974
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              1,633,663
<AVERAGE-NET-ASSETS>                         3,426,801
<PER-SHARE-NAV-BEGIN>                             1.08
<PER-SHARE-NII>                                    .07
<PER-SHARE-GAIN-APPREC>                            .06
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                          .03
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.78
<EXPENSE-RATIO>                                   1.77
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
    <NAME>                    Class A
    <NUMBER>                  081
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1994
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                       28,528,745
<INVESTMENTS-AT-VALUE>                      33,423,618
<RECEIVABLES>                                  465,357
<ASSETS-OTHER>                                     183
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              33,889,158
<PAYABLE-FOR-SECURITIES>                       942,613
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       62,666
<TOTAL-LIABILITIES>                          1,005,279
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    29,407,895
<SHARES-COMMON-STOCK>                        2,775,049
<SHARES-COMMON-PRIOR>                        2,521,579
<ACCUMULATED-NII-CURRENT>                        8,925
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                     (1,441,696)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     4,908,755
<NET-ASSETS>                                32,883,879
<DIVIDEND-INCOME>                              177,539
<INTEREST-INCOME>                               36,850
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 174,298
<NET-INVESTMENT-INCOME>                         40,091
<REALIZED-GAINS-CURRENT>                    (1,424,851)
<APPREC-INCREASE-CURRENT>                    3,715,023
<NET-CHANGE-FROM-OPS>                        2,330,263
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      234,150
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        608,464
<NUMBER-OF-SHARES-REDEEMED>                    377,551
<SHARES-REINVESTED>                             22,557
<NET-CHANGE-IN-ASSETS>                       5,278,882
<ACCUMULATED-NII-PRIOR>                        207,053
<ACCUMULATED-GAINS-PRIOR>                      (16,845)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          100,401
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                182,058
<AVERAGE-NET-ASSETS>                        28,309,707
<PER-SHARE-NAV-BEGIN>                            10.78
<PER-SHARE-NII>                                    .02
<PER-SHARE-GAIN-APPREC>                            .80
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                          .09
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.51
<EXPENSE-RATIO>                                   1.20
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
    <NAME>                    Class B
    <NUMBER>                  082
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1994
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                       28,528,745
<INVESTMENTS-AT-VALUE>                      33,423,618
<RECEIVABLES>                                  465,357
<ASSETS-OTHER>                                     183
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              33,889,158
<PAYABLE-FOR-SECURITIES>                       942,613
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       62,666
<TOTAL-LIABILITIES>                          1,005,279
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    29,407,895
<SHARES-COMMON-STOCK>                           82,448
<SHARES-COMMON-PRIOR>                           38,808
<ACCUMULATED-NII-CURRENT>                        8,925
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                     (1,441,696)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     4,908,755
<NET-ASSETS>                                32,883,879
<DIVIDEND-INCOME>                              181,438
<INTEREST-INCOME>                               36,850
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 178,197
<NET-INVESTMENT-INCOME>                         40,091
<REALIZED-GAINS-CURRENT>                    (1,424,851)
<APPREC-INCREASE-CURRENT>                    3,715,023
<NET-CHANGE-FROM-OPS>                        2,330,263
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        4,069
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         49,947
<NUMBER-OF-SHARES-REDEEMED>                      6,700
<SHARES-REINVESTED>                                393
<NET-CHANGE-IN-ASSETS>                       5,278,882
<ACCUMULATED-NII-PRIOR>                        207,053
<ACCUMULATED-GAINS-PRIOR>                      (16,845)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          100,401
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                185,957
<AVERAGE-NET-ASSETS>                           662,383
<PER-SHARE-NAV-BEGIN>                            10.74
<PER-SHARE-NII>                                    .03
<PER-SHARE-GAIN-APPREC>                            .81
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                          .07
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.45
<EXPENSE-RATIO>                                   1.97
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
    <NAME>                    Class A
    <NUMBER>                  091
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1994
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                       25,194,381
<INVESTMENTS-AT-VALUE>                      29,186,693
<RECEIVABLES>                                  899,263
<ASSETS-OTHER>                                   3,332
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              30,089,288
<PAYABLE-FOR-SECURITIES>                       720,536
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       31,804
<TOTAL-LIABILITIES>                            752,340
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    26,108,538
<SHARES-COMMON-STOCK>                        2,515,254
<SHARES-COMMON-PRIOR>                        2,490,544
<ACCUMULATED-NII-CURRENT>                      (25,779)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (738,123)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     3,992,312
<NET-ASSETS>                                29,336,948
<DIVIDEND-INCOME>                              115,759
<INTEREST-INCOME>                               56,983
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 185,322
<NET-INVESTMENT-INCOME>                        (12,580)
<REALIZED-GAINS-CURRENT>                       226,995
<APPREC-INCREASE-CURRENT>                    2,512,857
<NET-CHANGE-FROM-OPS>                        2,727,272
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       49,874
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         26,486
<NUMBER-OF-SHARES-REDEEMED>                      6,759
<SHARES-REINVESTED>                              4,983
<NET-CHANGE-IN-ASSETS>                       3,253,517
<ACCUMULATED-NII-PRIOR>                         36,675
<ACCUMULATED-GAINS-PRIOR>                     (965,118)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          111,816
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                190,816
<AVERAGE-NET-ASSETS>                        26,160,612
<PER-SHARE-NAV-BEGIN>                            10.39
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                           1.06
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                          .02
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.43
<EXPENSE-RATIO>                                   1.40
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
    <NAME>                    Class B
    <NUMBER>                  092
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1994
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                       25,194,381
<INVESTMENTS-AT-VALUE>                      29,186,693
<RECEIVABLES>                                  899,263
<ASSETS-OTHER>                                   3,332
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              30,089,288
<PAYABLE-FOR-SECURITIES>                       720,536
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       31,804
<TOTAL-LIABILITIES>                            752,340
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    26,108,538
<SHARES-COMMON-STOCK>                           51,141
<SHARES-COMMON-PRIOR>                           19,787
<ACCUMULATED-NII-CURRENT>                      (25,779)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (738,123)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     3,992,312
<NET-ASSETS>                                29,336,948
<DIVIDEND-INCOME>                              115,759
<INTEREST-INCOME>                               56,983
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 185,322
<NET-INVESTMENT-INCOME>                        (12,580)
<REALIZED-GAINS-CURRENT>                       226,995
<APPREC-INCREASE-CURRENT>                    2,512,857
<NET-CHANGE-FROM-OPS>                        2,727,272
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         32,111
<NUMBER-OF-SHARES-REDEEMED>                        757
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       3,253,517
<ACCUMULATED-NII-PRIOR>                         36,675
<ACCUMULATED-GAINS-PRIOR>                     (965,118)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          111,816
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                190,816
<AVERAGE-NET-ASSETS>                           398,295
<PER-SHARE-NAV-BEGIN>                            10.35
<PER-SHARE-NII>                                   (.05)
<PER-SHARE-GAIN-APPREC>                           1.06
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.36
<EXPENSE-RATIO>                                   2.14
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
    <NAME>                    Class A
    <NUMBER>                  101
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1994
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                       23,341,491
<INVESTMENTS-AT-VALUE>                      22,299,673
<RECEIVABLES>                                  291,052
<ASSETS-OTHER>                                 292,268
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              22,882,993
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       63,915
<TOTAL-LIABILITIES>                             63,915
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    26,318,392
<SHARES-COMMON-STOCK>                        2,874,045
<SHARES-COMMON-PRIOR>                        2,098,026
<ACCUMULATED-NII-CURRENT>                       74,777
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                     (2,531,431)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    (1,042,660)
<NET-ASSETS>                                22,819,078
<DIVIDEND-INCOME>                              234,991
<INTEREST-INCOME>                               31,548
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 196,163
<NET-INVESTMENT-INCOME>                         70,376
<REALIZED-GAINS-CURRENT>                    (2,242,642)
<APPREC-INCREASE-CURRENT>                   (3,069,053)
<NET-CHANGE-FROM-OPS>                       (5,241,319)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       96,668
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        138,674
<NUMBER-OF-SHARES-REDEEMED>                    374,383
<SHARES-REINVESTED>                             11,728
<NET-CHANGE-IN-ASSETS>                      (6,881,258)
<ACCUMULATED-NII-PRIOR>                        101,618
<ACCUMULATED-GAINS-PRIOR>                     (288,789)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          126,407
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                271,259
<AVERAGE-NET-ASSETS>                        25,281,400
<PER-SHARE-NAV-BEGIN>                             9.49
<PER-SHARE-NII>                                    .02
<PER-SHARE-GAIN-APPREC>                          (1.69)
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                          .03
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.79
<EXPENSE-RATIO>                                   1.55
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
    <NAME>                    Class B
    <NUMBER>                  102
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1994
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                       23,341,491
<INVESTMENTS-AT-VALUE>                      22,299,673
<RECEIVABLES>                                  291,052
<ASSETS-OTHER>                                 292,268
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              22,882,993
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       63,915
<TOTAL-LIABILITIES>                             63,915
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    26,318,392
<SHARES-COMMON-STOCK>                           53,758
<SHARES-COMMON-PRIOR>                           33,230
<ACCUMULATED-NII-CURRENT>                       74,777
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      2,531,431
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,042,660
<NET-ASSETS>                                22,819,078
<DIVIDEND-INCOME>                              255,819
<INTEREST-INCOME>                               31,548
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 216,991
<NET-INVESTMENT-INCOME>                         70,376
<REALIZED-GAINS-CURRENT>                    (2,242,642)
<APPREC-INCREASE-CURRENT>                   (3,069,053)
<NET-CHANGE-FROM-OPS>                       (5,241,319)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                          549
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         22,675
<NUMBER-OF-SHARES-REDEEMED>                      2,214
<SHARES-REINVESTED>                                 67
<NET-CHANGE-IN-ASSETS>                      (6,881,258)
<ACCUMULATED-NII-PRIOR>                        101,618
<ACCUMULATED-GAINS-PRIOR>                     (288,789)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          126,407
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                292,087
<AVERAGE-NET-ASSETS>                        25,281,400
<PER-SHARE-NAV-BEGIN>                             9.46
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                          (1.67)
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                          .01
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.78
<EXPENSE-RATIO>                                   2.82
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
    <NAME>                    Class A
    <NUMBER>                  051
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1994
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                       54,454,925
<INVESTMENTS-AT-VALUE>                      56,071,807
<RECEIVABLES>                               12,235,958
<ASSETS-OTHER>                                  52,609
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              68,360,374
<PAYABLE-FOR-SECURITIES>                     2,410,183
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                    9,601,026
<TOTAL-LIABILITIES>                         12,011,209
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    55,077,724
<SHARES-COMMON-STOCK>                        2,685,855
<SHARES-COMMON-PRIOR>                        2,723,159
<ACCUMULATED-NII-CURRENT>                      271,497
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        691,523
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       308,421
<NET-ASSETS>                                56,349,165
<DIVIDEND-INCOME>                              393,145
<INTEREST-INCOME>                               93,661
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 526,941
<NET-INVESTMENT-INCOME>                        (40,135)
<REALIZED-GAINS-CURRENT>                       699,696
<APPREC-INCREASE-CURRENT>                   (2,741,597)
<NET-CHANGE-FROM-OPS>                       (2,082,036)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      896,398
<DISTRIBUTIONS-OF-GAINS>                     1,520,291
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        381,446
<NUMBER-OF-SHARES-REDEEMED>                    651,436
<SHARES-REINVESTED>                            232,686
<NET-CHANGE-IN-ASSETS>                      (1,776,859)
<ACCUMULATED-NII-PRIOR>                      1,795,158
<ACCUMULATED-GAINS-PRIOR>                    2,744,506
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          236,037
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                549,423
<AVERAGE-NET-ASSETS>                        55,538,116
<PER-SHARE-NAV-BEGIN>                            11.56
<PER-SHARE-NII>                                    .01
<PER-SHARE-GAIN-APPREC>                           (.39)
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                          .84
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.34
<EXPENSE-RATIO>                                   1.55
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     6
<SERIES>
    <NAME>                    Class B
    <NUMBER>                  052
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          OCT-31-1994
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                       54,454,925
<INVESTMENTS-AT-VALUE>                      56,071,807
<RECEIVABLES>                               12,235,958
<ASSETS-OTHER>                                  52,609
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              68,360,374
<PAYABLE-FOR-SECURITIES>                     2,410,183
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                    9,601,026
<TOTAL-LIABILITIES>                         12,011,209
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    55,077,724
<SHARES-COMMON-STOCK>                        2,773,868
<SHARES-COMMON-PRIOR>                        2,314,960
<ACCUMULATED-NII-CURRENT>                      271,497
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        691,523
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       308,421
<NET-ASSETS>                                56,349,165
<DIVIDEND-INCOME>                              426,230
<INTEREST-INCOME>                               93,661
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 560,026
<NET-INVESTMENT-INCOME>                        (40,135)
<REALIZED-GAINS-CURRENT>                       699,696
<APPREC-INCREASE-CURRENT>                   (2,741,597)
<NET-CHANGE-FROM-OPS>                       (2,082,036)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      587,128
<DISTRIBUTIONS-OF-GAINS>                     1,232,388
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      2,257,005
<NUMBER-OF-SHARES-REDEEMED>                  1,975,369
<SHARES-REINVESTED>                            177,272
<NET-CHANGE-IN-ASSETS>                      (1,776,859)
<ACCUMULATED-NII-PRIOR>                      1,795,158
<ACCUMULATED-GAINS-PRIOR>                    2,744,506
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          236,037
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                582,508
<AVERAGE-NET-ASSETS>                        55,538,116
<PER-SHARE-NAV-BEGIN>                            11.51
<PER-SHARE-NII>                                   (.03)
<PER-SHARE-GAIN-APPREC>                           (.39)
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                          .78
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.31
<EXPENSE-RATIO>                                   2.29
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        


</TABLE>


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