Select Class
AETNA SERIES FUND, INC.
Supplement dated August 12, 1996
to Prospectus dated March 1, 1996
The information in this supplement updates and amends the information contained
in the Prospectus dated March 1, 1996 (the "Prospectus") and should be read with
that Prospectus. Capitalized terms are defined in the Prospectus.
[bullet] The following replaces the subsection entitled "Aetna Bond Fund" on the
cover of the Prospectus:
Aetna Bond Fund seeks to provide as high a level of total return (i.e., income
and capital appreciation) as is consistent with reasonable risk, primarily
through investment in a diversified portfolio of investment grade corporate
bonds and securities issued or guaranteed by the U.S. Government, its agencies
or instrumentalities.
[bullet] The following should be added at the end of the subsection "What Funds
are Offered?" on page 4 of the Prospectus:
The Company is soliciting a proxy from shareholders of the Asian Growth Fund to
approve a Plan of Reorganization and Liquidation whereby the assets of the Asian
Growth Fund would be transferred to the International Growth Fund and the Asian
Growth Fund would be liquidated. Shareholders of the Asian Growth Fund would
receive shares of the International Growth Fund. If the Plan is approved, the
reorganization is expected to occur on approximately September 28, 1996 or as
soon after that date as the reorganization can reasonably be accomplished.
Form XSERSEL.2 1 August 1996
<PAGE>
[bullet] The following replaces the subsection entitled "Who is the Investment
Adviser?" on pages 5 and 6 of the Prospectus:
Who is Managing the Funds? Aetna Life Insurance and Annuity Company ("ALIAC" or
the "Investment Adviser"), serves as the investment adviser for each of the
Funds. Aeltus Investment Management, Inc. (Aeltus) has been serving as the
subadviser to the Growth Fund and the Small Company Growth Fund since their
inception. Aeltus was named the subadviser of all the other Funds issued by the
Company effective August 1, 1996 when ALIAC merged its investment management
operations into those of its affiliate, Aeltus. ALIAC and Aeltus are both
indirect wholly owned subsidiaries of Aetna Retirement Services, Inc., which is
in turn a wholly owned subsidiary of Aetna Life and Casualty Company.
[bullet] The following replaces the subsection entitled "Investment Objective"
and the first two sentences of the subsection entitled "Investment
Policy" under the Section "Aetna Bond Fund" on pages 17 and 18 of the
Prospectus:
Investment Objective. The Bond Fund seeks to provide as high a level of total
return (i.e., income and capital appreciation) as is consistent with reasonable
risk, primarily through investment in a diversified portfolio of investment
grade corporate bonds and securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.
Investment Policies. The Bond Fund will normally invest at least 65% of its
total assets in high grade corporate bonds, mortgage- related and other
asset-backed and debt securities, and securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities. "High grade securities" are
securities rated A or above by Standard & Poor's, or by Moody's, similarly rated
by other nationally recognized statistical rating organizations, or considered
to be of comparable quality.
2
<PAGE>
[bullet] The following replaces the first three paragraphs of the subsection
entitled "Investment Adviser" on pages 35 and 36 of the Prospectus:
Investment Adviser. ALIAC, the Investment Adviser for each Fund, is a
Connecticut corporation with its principal offices located at 151 Farmington
Avenue, Hartford, Connecticut 06156. ALIAC is registered with the Commission as
an investment adviser and is responsible for managing over $22 billion in assets
including those held by the Funds. ALIAC has entered into an investment advisory
agreement with each Fund which provides that ALIAC is responsible for managing
the investments of each Fund and for providing all necessary facilities and
personnel costs to conduct such activities.
[bullet] The following replaces the subsection entitled "Subadviser" on page 37
of the Prospectus:
Subadviser. ALIAC, the Company and Aeltus have entered into a subadvisory
agreement appointing Aeltus as the subadviser for each Fund (the "Subadvisory
Agreement"). Aeltus is a Connecticut corporation with its principal offices
located at 242 Trumbull Street, Hartford, Connecticut 06156. Aeltus is
registered as an investment adviser with the Commission. Under the Subadvisory
Agreement, Aeltus is responsible for managing the assets of each Fund in
accordance with each Fund's investment objective and policies, subject to the
supervision of ALIAC, the Company and the Company's Directors. Aeltus determines
what securities and other instruments are purchased and sold by each Fund and
handles certain related accounting and administrative functions, including
determining each Fund's net asset value on a daily basis and preparing and
providing such reports, data and information as ALIAC or the Directors request
from time to time.
3
<PAGE>
Aeltus has been the subadviser for the Aetna Growth Fund and the Small Company
Fund since their inception, and became the subadviser for the remaining Funds on
August 1, 1996 when ALIAC merged its investment management operations with those
of Aeltus.
ALIAC has overall responsibility for monitoring the investment program
maintained by the subadviser for compliance with applicable laws and
regulations, and each Fund's investment objectives and policies.
All of the investment personnel of ALIAC, including those listed in the
Prospectus under Portfolio Management, assumed positions with Aeltus as of
August 1, 1996 comparable to those they held with ALIAC and continue to provide
investment services to the Funds through Aeltus.
[bullet] The following replaces the first paragraph of the subsection entitled
"Administrator" on page 38 of the Prospectus:
Administrator. ALIAC acts as administrator for each Fund and has responsibility
for all administrative and internal accounting and reporting services, oversight
of relationships with third party service providers such as the transfer agent
and custodian, shareholder communications and reporting for each Fund. As
administrator, ALIAC will oversee the calculation of net asset values and other
financial reports prepared by the subadviser for the Funds.
[bullet] The following replaces the subsection entitled "Capital Stock" on page
43 of the Prospectus:
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.
4
<PAGE>
As of May 31, 1996, the following shares of the Company were owned by ALIAC
and its affiliates:
ALIAC
Select Adviser
---------- ----------
Money Market Fund 40,087,391 0
Government Fund 1,125,002 0
Bond Fund 451,385 0
The Aetna Fund 27,675 0
Growth and Income Fund 81,438 0
Growth Fund 254,597 0
Small Company Growth Fund 2,365,999 0
International Growth Fund 36,268 1,762,533
Asian Growth Fund 562,505 0
Aetna Ascent 1,995,349 0
Aetna Crossroads 1,966,396 0
Aetna Legacy 1,937,406 0
Aetna Life Insurance
Company
Select Adviser
---------- ----------
Money Market Fund 3,538,193 0
Asian Growth Fund 2,066,778 0
ALIAC and its affiliates may make additional investments into the Funds.
5
<PAGE>
Adviser Class
AETNA SERIES FUND, INC.
Supplement dated August 12, 1996
to Prospectus dated March 1, 1996
The information in this supplement updates and amends the information contained
in the Prospectus dated March 1, 1996 (the "Prospectus") and should be read with
that Prospectus. Capitalized terms are defined in the Prospectus.
[bullet] The following replaces the subsection entitled "Aetna Bond Fund" on the
cover of the Prospectus:
Aetna Bond Fund seeks to provide as high a level of total return (i.e., income
and capital appreciation) as is consistent with reasonable risk, primarily
through investment in a diversified portfolio of investment grade corporate
bonds and securities issued or guaranteed by the U.S. Government, its agencies
or instrumentalities.
[bullet] The following should be added at the end of the subsection "What Funds
are Offered?" on page 4 of the Prospectus:
The Company is soliciting a proxy from shareholders of the Asian Growth Fund to
approve a Plan of Reorganization and Liquidation whereby the assets of the Asian
Growth Fund would be transferred to the International Growth Fund and the Asian
Growth Fund would be liquidated. Shareholders of the Asian Growth Fund would
receive shares of the International Growth Fund. If the Plan is approved, the
reorganization is expected to occur on approximately September 28, 1996 or as
soon after that date as the reorganization can reasonably be accomplished.
Form XSERADV.2 1 August 1996
<PAGE>
[bullet] The following replaces the subsection entitled "Who is the Investment
Adviser?" on page 5 of the Prospectus:
Who is Managing the Funds? Aetna Life Insurance and Annuity Company ("ALIAC" or
the "Investment Adviser"), serves as the investment adviser for each of the
Funds. Aeltus Investment Management, Inc. (Aeltus) has been serving as the
subadviser to the Growth Fund and the Small Company Growth Fund since their
inception. Aeltus was named the subadviser of all the other Funds issued by the
Company effective August 1, 1996 when ALIAC merged its investment management
operations into those of its affiliate, Aeltus. ALIAC and Aeltus are both
indirect wholly owned subsidiaries of Aetna Retirement Services, Inc., which is
in turn a wholly owned subsidiary of Aetna Life and Casualty Company.
[bullet] The following replaces the subsection entitled "Investment Objective"
and the first two sentences of the subsection entitled "Investment
Policy" under the Section "Aetna Bond Fund" on page 15 of the
Prospectus:
Investment Objective. The Bond Fund seeks to provide as high a level of total
return (i.e., income and capital appreciation) as is consistent with reasonable
risk, primarily through investment in a diversified portfolio of investment
grade corporate bonds and securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.
Investment Policies. The Bond Fund will normally invest at least 65% of its
total assets in high grade corporate bonds, mortgage- related and other
asset-backed and debt securities, and securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities. "High grade securities" are
securities rated A or above by Standard & Poor's, or by Moody's, similarly rated
by other nationally recognized statistical rating organizations, or considered
to be of comparable quality.
2
<PAGE>
[bullet] The following replaces the first three paragraphs of the subsection
entitled "Investment Adviser" on page 35 of the Prospectus:
Investment Adviser. ALIAC, the Investment Adviser for each Fund, is a
Connecticut corporation with its principal offices located at 151 Farmington
Avenue, Hartford, Connecticut 06156. ALIAC is registered with the Commission as
an investment adviser and is responsible for managing over $22 billion in assets
including those held by the Funds. ALIAC has entered into an investment advisory
agreement with each Fund which provides that ALIAC is responsible for managing
the investments of each Fund and for providing all necessary facilities and
personnel costs to conduct such activities.
[bullet] The following replaces the subsection entitled "Subadviser" on pages 36
and 37 of the Prospectus:
Subadviser. ALIAC, the Company and Aeltus have entered into a subadvisory
agreement appointing Aeltus as the subadviser for each Fund (the "Subadvisory
Agreement"). Aeltus is a Connecticut corporation with its principal offices
located at 242 Trumbull Street, Hartford, Connecticut 06156. Aeltus is
registered as an investment adviser with the Commission. Under the Subadvisory
Agreement, Aeltus is responsible for managing the assets of each Fund in
accordance with each Fund's investment objective and policies, subject to the
supervision of ALIAC, the Company and the Company's Directors. Aeltus determines
what securities and other instruments are purchased and sold by each Fund and
handles certain related accounting and administrative functions, including
determining each Fund's net asset value on a daily basis and preparing and
providing such reports, data and information as ALIAC or the Directors request
from time to time.
3
<PAGE>
Aeltus has been the subadviser for the Aetna Growth Fund and the Small Company
Fund since their inception, and became the subadviser for the remaining Funds on
August 1, 1996 when ALIAC merged its investment management operations with those
of Aeltus.
ALIAC has overall responsibility for monitoring the investment program
maintained by the subadviser for compliance with applicable laws and
regulations, and each Fund's investment objectives and policies.
All of the investment personnel of ALIAC, including those listed in the
Prospectus under Portfolio Management, assumed positions with Aeltus as of
August 1, 1996 comparable to those they held with ALIAC and continue to provide
investment services to the Funds through Aeltus.
[bullet] The following replaces the first paragraph of the subsection entitled
"Administrator" on page 37 of the Prospectus:
Administrator. ALIAC acts as administrator for each Fund and has responsibility
for all administrative and internal accounting and reporting services, oversight
of relationships with third party service providers such as the transfer agent
and custodian, shareholder communications and reporting for each Fund. As
administrator, ALIAC will oversee the calculation of net asset values and other
financial reports prepared by the subadviser for the Funds.
[bullet] The following replaces the subsection entitled "Capital Stock" on pages
42 and 43 of the Prospectus:
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.
4
<PAGE>
As of May 31, 1996, the following shares of the Company were owned by ALIAC
and its affiliates:
ALIAC
Adviser Select
--------- -----------
Money Market Fund 0 40,087,391
Government Fund 0 1,125,002
Bond Fund 0 451,385
The Aetna Fund 0 27,675
Growth and Income Fund 0 81,438
Growth Fund 0 254,597
Small Company Growth Fund 0 2,365,999
International Growth Fund 1,762,533 36,268
Asian Growth Fund 0 562,505
Aetna Ascent 0 1,995,349
Aetna Crossroads 0 1,966,396
Aetna Legacy 0 1,937,406
Aetna Life Insurance
Company
Adviser Select
--------- -----------
Money Market Fund 0 3,538,193
Asian Growth Fund 0 2,066,778
ALIAC and its affiliates may make additional investments into the Funds.
<PAGE>
AETNA SERIES FUND, INC.
Supplement dated August 12, 1996 to Statement of
Additional Information dated March 1, 1996
The information in this supplement updates and amends the information contained
in the Statement of Additional Information dated March 1, 1996 (the "Statement")
and should be read with that Statement. Capitalized terms are defined in the
Statement or in the Prospectus.
(bullet) The following replaces the section "General Information and History" on
page 2 of the Statement:
Aetna Series Fund, Inc., (Company) is an open-end, management, investment
company which currently offers twelve different series, each representing a
diversified portfolio of investments with different investment objectives,
policies and restrictions (Funds). The following Funds are described in this
Statement:
1. Aetna Money Market Fund
2. Aetna Government Fund
3. Aetna Bond Fund
4. The Aetna Fund
5. Aetna Growth and Income Fund
6. Aetna Growth Fund
7. Aetna Small Company Growth Fund
8. Aetna International Fund
9. Aetna Asian Growth Fund
The investment objectives and general investment policies of each Fund are
described in the Prospectus, as supplemented.
(bullet) The following replaces the chart on pages 13 and 14 of the
Statement:
<TABLE>
<CAPTION>
Position(s)
Held Principal Occupation During Past Five Years
with (and Positions held with Affiliated Persons or
Name, Address and Age Registrant Principal Underwriters of the Registrant)
<S> <C> <C>
Shaun P. Mathews * Director and Vice President/Senior Vice President, ALIAC, March 1991 to
151 Farmington Avenue President present and Vice President, Aetna Life Insurance Company,
Hartford, Connecticut 1991 to present. Director and President, Aetna Investment
Age 40 Services, Inc.; and Director and Vice President, Aetna
Insurance Company of America.
Wayne F. Baltzer Vice President Assistant Vice President, ALIAC, May 1991 to present; Vice
151 Farmington Avenue President, Aetna Investment Services, Inc.
Hartford, Connecticut
Age 52
Martin T. Conroy Vice President Assistant Treasurer, ALIAC, October 1991 to present;
151 Farmington Avenue Executive Vice President and Director of Fund Accounting,
Hartford, Connecticut The Boston Company, Inc., June 1988 to October 1991.
Age 56
J. Scott Fox Vice President Director, Chief Operating Officer, Chief Financial Officer
151 Farmington Avenue and Treasurer and Treasurer, Aeltus Investment Management, Inc. (Aeltus),
Hartford, Connecticut April 1994 to present; Managing Director and Treasurer,
Age 41 Equitable Capital Management Corp., March 1987 to September
1993. Director and Chief Financial Officer, Aeltus Capital,
Inc. and Aeltus Trust Company Inc.; Director, President and
Chief Executive Officer, Aetna Investment Management,
(Bermuda) Holding, Ltd.
Form XSERIES.1 (S) Page 1 August 1996
<PAGE>
Susan E. Bryant Secretary Counsel, Aetna Life and Casualty Company, March 1993 to
151 Farmington Avenue present; General Counsel and Corporate Secretary, First
Hartford, Connecticut Investors Corporation, April 1991 to March 1993. Secretary,
Age 48 Aetna Investment Services, Inc. and Vice President and
Senior Counsel, Aetna Financial Services, Inc.
Morton Ehrlich Director Chairman and Chief Executive Officer, Integrated Management
1000 Venetian Way Corp. (an entrepreneurial company) and Universal Research
Miami, Florida Technologies, 1992 to present; Director and Chairman, Audit
Age 61 Committee, National Bureau of Economic Research, 1985 to
1992; President, LIFECO, Travel Services Corp., October 1988
to December 1991.
Maria T. Fighetti Director Manager/Attorney, Health Services, New York City Department
325 Piermont Road of Mental Health, Mental Retardation and Alcohol Services,
Closter, New Jersey 1973 to present.
Age 52
David L. Grove Director Private Investor; Economic/Financial Consultant, December
5 The Knoll 1985 to present.
Armonk, New York
Age 78
Timothy A. Holt* Director Director, Senior Vice President and Chief Financial Officer,
151 Farmington Avenue ALIAC, February 1996 to present; Vice President, Portfolio
Hartford, Connecticut Management/Investment Group, Aetna Life and Casualty
Age 43 Company, June 1991 to February 1996. Director, Aetna
Retirement Holdings, Inc.
Daniel P. Kearney* Director Director, President, and Chief Executive Officer, ALIAC,
151 Farmington Avenue December 1993 to present; Group Executive/Executive Vice
Hartford, Connecticut President, Aetna Life and Casualty Company, 1991 to present.
Age 56 Director, Aetna Investment Services, Inc. and Aetna
Insurance Company of America.
Sidney Koch Director Financial Adviser, self-employed, January 1993 to present;
455 East 86th Street Senior Adviser, Daiwa Securities America, Inc., January 1992
New York, New York to January 1993; Executive Vice President, Member of
Age 61 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,
School of Management Audit Committee Binghamton University, (Binghamton, NY), August 1993 to
Binghamton University and Contract present; Professor, Accounting, University of Connecticut,
Binghamton, New York Committee (Storrs, Connecticut), September 1969 to June 1993;
Age 58 Director, The Advest Group (holding company for brokerage
firm).
Richard G. Scheide Director Trust and Private Banking Consultant, David Ross Palmer
11 Lily Street Consultants, July 1991 to present; Executive Vice President
Nantucket, Massachusetts and Manager, Bank of New England, N.A., June 1976 to July
Age 66 1991.
</TABLE>
* Interested persons as defined in the Investment Company Act of 1940 (1940
Act).
** Dr. Norgaard is a director of a holding company that has as a subsidiary a
broker-dealer that sells variable annuity contracts and variable life
policies for ALIAC. Mutual funds that are part of the same fund complex as
the Company are offered as investment options under these contracts. Dr.
Norgaard's position as a director of the holding company may cause her to be
an "interested person" for purposes of the 1940 Act.
Form XSERIES.1 (S) Page 2 August 1996
<PAGE>
(bullet) The following replaces the section entitled "Control Persons and
Principal Holders of the Funds" on page 15 of the Statement:
As of May 31, 1996, for the Select Class shares, ALIAC owned 40,087,391 (13.61%)
Select Class shares of the Money Market Fund; 1,125,002 (88.37%) Select Class
shares of the Government Fund; 451,385 (12.61%) Select Class shares of the Bond
Fund; 27,625 (0.42%) Select Class shares of The Aetna Fund; 81,438 (0.30%)
Select Class shares of the Growth and Income Fund; 254,597 (8.81%) Select Class
shares of the Growth Fund; 2,365,999 (93.45%) Select Class shares of the Small
Company Growth Fund; 36,268 (2.11%) Select Class shares of the International
Growth Fund; and 562,505 (20.86%) Select Class shares of the Asian Growth Fund.
In addition, Aetna Life Insurance Company (ALIC) owned 3,538,193 (1.20%) Select
Class shares of the Money Market Fund; and 2,066,778 (76.64%) Select Class
shares of the Asian Growth Fund.
As of May 31, 1996, for the Adviser Class shares, ALIAC owned 1,762,533 (94.13%)
Adviser Class shares of the International Growth Fund.
As of May 31, 1996, officers and Directors owned less than 1% of all the
outstanding shares of any of the Funds.
(bullet) The following replaces the first two paragraphs in the section entitled
"The Investment Advisory Contract" on page 15 of the Statement and on
page 17, the last two paragraphs of that section are deleted:
INVESTMENT ADVISORY AGREEMENTS
The Company, on behalf of each Fund, has entered into investment advisory
agreements (Advisory Agreements) appointing ALIAC as the Investment Adviser of
each Fund. These Advisory Agreements were adopted by the Board of Directors in
February 1996 and approved by the shareholders in July 1996. Each Advisory
Agreement is effective through December 31, 1997. The Advisory Agreements will
remain in effect thereafter if approved at least annually by a majority of the
Directors, including a majority of the Directors who are not "interested
persons" of the Fund, at a meeting, called for that purpose, and held in person.
Each Advisory Agreement may be terminated without penalty at any time by the
Directors or by a majority vote of the outstanding voting securities of that
Fund. They may be terminated on sixty days' written notice by ALIAC. The
Advisory Agreements terminate automatically in the event of assignment. The
Advisory Agreements replace investment advisory agreements with ALIAC that were
approved by shareholders in April 1994. Under the Advisory Agreements and
subject to the direction of the Board of Directors of the Company, ALIAC has
responsibility for supervising all aspects of the operations of each Fund
including the selection, purchase and sale of securities on behalf of each Fund,
the calculation of net asset values and the preparation of financial and other
reports as requested by the Board. Under the Advisory Agreements, ALIAC is given
the right to delegate any or all of its obligations to a subadviser.
The Advisory Agreements provide that ALIAC is responsible for payment of all
costs of its personnel, its overhead and of its employees who also serve as
officers or Directors of the Company and each Fund is responsible for payment of
all other of its costs.
(bullet) The following replaces the section entitled "Sub-Advisory Agreements"
on pages 17 and 18 of the Statement:
SUBADVISORY AGREEMENTS
ALIAC and the Company, on behalf of each Fund, except for Asian Growth Fund,
have entered into subadvisory agreements ("Subadvisory Agreements") with Aeltus
Investment Management, Inc. (Aeltus) effective August 1, 1996. These Subadvisory
Agreements were adopted by the Board of Directors in February 1996 and approved
by the shareholders in July 1996. Each Subadvisory Agreement will be effective
through December 31, 1997. The Subadvisory Agreements will remain in effect
thereafter if approved at least annually by a majority of the Directors,
including a majority of the Directors who are not "interested persons" of the
Company, at a meeting, called for that purpose, and held in person. The
Subadvisory Agreements may be terminated without penalty at any time by the
Directors or by a majority of the outstanding voting securities of the Fund or
they may be terminated on sixty days' written notice by the Adviser, the Company
or the Subadviser. The Subadvisory Agreements terminate automatically in the
event of their assignment.
For Aetna Small Company Fund and Aetna Growth Fund, the Subadvisory Agreements
replace subadvisory agreements with Aeltus that had been approved by
shareholders in 1994. Those agreements were substantially the same as the new
agreements. Under both the old and the new Subadvisory Agreements, Aeltus is
responsible for managing the assets of each Fund in accordance with its
investment objectives and policies, subject to the supervision of ALIAC, the
Company and the Directors, and for preparing and providing accounting and
financial information as requested by the Adviser and the Directors. The
Subadviser pays the salaries, employment benefits and other related costs of its
personnel.
Form XSERIES.1 (S) Page 3 August 1996
<PAGE>
For its services, ALIAC has agreed to pay the Subadviser a monthly fee at an
annual rate based on the average daily net assets of each Fund as follows. This
fee is not charged to the Company but is paid by ALIAC out of its investment
advisory fees.
Money Market Fund Government Fund
Fee Assets Fee Assets
------- ------------------------- ------ --------------------------
0.30% On first $500 million 0.35% On first $250 million
0.265% On next $500 million 0.335% On next $250 million
0.255% On next $1 billion 0.315% On next $250 million
0.25% On next $1 billion 0.30% On next $1.25 billion
0.225% Over $3 billion 0.28% Over $2 billion
Bond Fund The Aetna Fund
Fee Assets Fee Assets
------- ------------------------- ----- --------------------------
0.35% On first $250 million 0.50% On first $500 million
0.335% On next $250 million 0.47% On next $500 million
0.315% On next $250 million 0.44% On next $1 billion
0.30% On next $1.25 billion 0.41% Over $2 billion
0.28% Over $2 billion
Growth and Income Fund Growth Fund
Fee Assets Fee Assets
------- ------------------------- ------ --------------------------
0.45% On first $250 million 0.45% On first $250 million
0.42% On next $250 million 0.42% On next $250 million
0.405% On next $250 million 0.405% On next $250 million
0.39% On next $1.25 billion 0.39% On next $1.25 billion
0.355% Over $2 billion 0.355% Over $2 billion
Small Company Growth Fund International Growth Fund
Fee Assets Fee Assets
------- ------------------------- ------ --------------------------
0.55% On first $250 million 0.55% On first $250 million
0.52% On next $250 million 0.52% On next $250 million
0.505% On next $250 million 0.505% On next $250 million
0.49% On next $1.25 billion 0.49% On next $1.25 billion
0.47% Over $2 billion 0.455% Over $2 billion
ALIAC, as the Investment Adviser, retains overall responsibility for monitoring
the investment program maintained by Aeltus for compliance with applicable laws
and regulations and each Fund's investment objectives and policies.
(bullet) The following new section is added at the end of the section "The
Administrative Services Agreement" on page 18 of the Statement:
LICENSE AGREEMENT
The Company uses the service mark of each Fund and the name "Aetna" with the
permission of Aetna Life and Casualty Company granted under a License Agreement.
The continued use is subject to the right of Aetna Life and Casualty Company to
withdraw this permission in the event ALIAC or another subsidiary or affiliated
corporation of Aetna Life and Casualty Company should not be the investment
adviser of the Funds.
Form XSERIES.1 (S) Page 4 August 1996
