AETNA SERIES FUND INC, 485APOS, 1996-09-20

AETNA SERIES FUND INC
485APOS, 1996-09-20

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As filed with the Securities and Exchange Commission
on September 20, 1996
Registration Nos. 33-41694
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. 14

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 22
(Check appropriate box or boxes.)

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

151 Farmington Avenue RE4C
Hartford, Connecticut 06156-8962
________________________________________ __________
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code (860) 273-7834

Susan Bryant, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue, RE4C
Hartford, Connecticut 06156-8962

(Name and Address of Agent For Service)

Copies to:

Raymond A. O'Hara III, Esq.
Blazzard, Grodd & Hasenauer, P.C.
P.O. Box 5108
Westport, CT 06881
(203) 226-7866

It is proposed that this filing will become effective (check appropriate
space)
___ immediately upon filing pursuant to paragraph (b) of Rule 485
___ on (date) pursuant to paragraph (b) of Rule 485
___ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
___ on (date) pursuant to paragraph (a)(1) of Rule 485
_X_ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
___ on (date) 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. The Registrant filed its Rule 24f-2 Notice for its
fiscal year ended October 31, 1995 on December 29, 1995.

EXPLANATORY NOTE

This Registration Statement contains two Prospectuses (one for each class of
shares) and a Statement of Additional Information for a new series of
Registrant, the Aetna Index Plus Fund.

The Prospectus and the Statement of Additional Information with respect to
other series of Registrant are incorporated into Part A and Part B of this
Post-Effective Amendment No. 14, respectively, by reference to Post-Effective
Amendment Nos. 12 and 13 to the Registration Statement on Form N-1A (File No.
33-41694), as filed electronically on February 29, 1996, and June 13, 1996,
respectively.

AETNA SERIES FUND, INC.

CROSS REFERENCE SHEET
(as required by Rule 404 (c))
<TABLE>
<CAPTION>

PART A
N-1A
- --------
Item No. Location
- -------- -------------------------------

1. Cover Page........................... Cover Page, and as amended
on August 12, 1996

2. Synopsis............................. Fee Tables; Highlights, and
as amended on August 12, 1996

3. Condensed Financial Information...... Financial Highlights

4. General Description of Registrant.... Description of the Fund, and
as amended on August 12, 1996;
Investment Techniques;
Risk Factors and Other
Considerations; Investment
Restrictions; General
Information, and as amended
on August 12, 1996

5. Management of the Fund............... Management of the Fund, and
as amended on August 12, 1996;
Portfolio Management

5A. Management's Discussion of Fund
Performance...... Financial Highlights -
Incorporated by Reference to
Annual Report

6. Capital Stock and Other Securities... General Information, and as
amended on August 12, 1996;
Net Asset Value; Shareholder
Services; Fund Distribu-
tions; Taxes

7. Purchase of Securities Being Offered. Shareholder Services;
Management of the Fund, and
as amended on August 12, 1996;
Net Asset Value; Fees and
Charges (Adviser Class
Prospectus Only)

8. Redemption or Repurchase............. Shareholder Services;
Net Asset Value; Fees
and Charges (Adviser Class
Prospectus Only)

9. Pending Legal Proceedings............ None - Not Applicable

PART B

10. Cover Page........................... Cover Page, and as amended
on August 12, 1996

11. Table of Contents.................... Table of Contents

12. General Information and History...... General Information
and History, and as amended
on August 12, 1996

13. Investment Objectives and Policies... Additional Investment
Restrictions and Policies
of the Funds; Description of
Various Securities and
Investment Techniques

14. Management of the Fund............... Directors and Officers
of the Company, and as
amended on August 12, 1996

15. Control Persons and Principal Holders Control Persons and
of Securities...................... Principal Holders of the
Funds, and as amended on
August 12, 1996

16. Investment Advisory and Other The Investment Advisory
Services........................... Contract, and as amended on
August 12, 1996; Subadvisory
Agreement, and as amended on
August 12, 1996; The Adminis-
trative Services Agreement;
Independent Auditors;
Custodian; Distribution
Arrangements; License
Agreement, Supplement Dated
August 12, 1996

17. Brokerage Allocation and Other Brokerage Allocation
Practices..........................

18. Capital Stock and Other Securities... Description of Shares

19. Purchase, Redemption and Pricing of Net Asset Value; Sale
Securities Being Offered........... and Redemption of Shares;
Distribution Arrangements

20. Tax Status........................... Tax Status

21. Underwriters......................... Principal Underwriter;
Distribution Arrangements

22. Calculation of Performance Data..... Performance Information

23. Financial Statements................. Financial Statements
</TABLE>

PART C

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C of the Registration Statement.

PART A

SELECT CLASS

[Aetna logo] December __, 1996

SUBJECT TO COMPLETION OR AMENDMENT

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.

AETNA INDEX PLUS FUND PROSPECTUS

Aetna Series Fund, Inc. (the "Fund") is an open-end management investment
company authorized to issue multiple series of shares, each representing a
diversified portfolio of investments (a "Series" or collectively, the
"Series") with different investment objectives, policies and restrictions.
THIS PROSPECTUS CONTAINS INFORMATION PERTAINING ONLY TO AETNA INDEX PLUS FUND
("Index Plus"). Currently, the Fund is authorized to offer two classes of
shares, the Select Class and the Adviser Class. The Select Class of shares of
the Fund is no-load.

This Prospectus sets forth concisely the information about Index Plus and the
Fund that you should know before investing. A Statement of Additional
Information ("Statement") dated December __, 1996, has been filed with the
Securities and Exchange Commission ("Commission") and is incorporated by
reference into this Prospectus. The Statement, which contains information
pertaining to Index Plus and the Fund, is available upon request and without
charge by calling 1-800-367-7732 or by writing to Aetna Series Fund, Inc., at
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 OBJECTIVE

Index Plus will attempt to outperform the total return performance of publicly
traded common stocks represented by the S&P 500 Composite Stock Price Index
("S&P 500"), a stock market index composed of 500 common stocks selected by
the Standard & Poor's Corporation.

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 IT FOR FUTURE REFERENCE.

TABLE OF CONTENTS

PAGE

HIGHLIGHTS

FEE TABLES

DESCRIPTION OF INDEX PLUS

INVESTMENT TECHNIQUES

RISK FACTORS AND OTHER CONSIDERATIONS

INVESTMENT RESTRICTIONS

SHAREHOLDER SERVICES

OTHER FEATURES

CROSS-SERIES INVESTING

MANAGEMENT OF THE SERIES

PORTFOLIO MANAGEMENT

INDEX PLUS DISTRIBUTIONS

NET ASSET VALUE

TAXES

GENERAL INFORMATION

PERFORMANCE DATA

APPENDIX A
GLOSSARY OF INVESTMENT TERMS

APPENDIX B
DESCRIPTION OF CORPORATE BOND RATINGS

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. Under normal circumstances, you have immediate
access to your money simply by writing a letter.

WHAT IS OFFERED? Aetna Index Plus Fund, a diversified portfolio of the Fund,
is offered through this Prospectus.

RISK FACTORS. The different types of securities purchased and investment
techniques used by Index Plus involve varying amounts of risk. For example,
equity securities are subject to a decline in the stock market or in the value
of the issuer 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."

WHAT IS THE SELECT CLASS OF SHARES? The 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) of Aetna Life Insurance and Annuity
Company 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; Directors of the Fund; and members of such
other groups as may be approved by the Fund'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. Additionally, Adviser Class shares are subject to an annual
distribution fee of 0.50% and an annual service fee of 0.25% of the value of
the average daily net assets of Index Plus.

HOW CAN I PURCHASE SHARES? You may purchase shares by completing an
application and sending it as disclosed under "Shareholder Services." Your
initial purchase must be for a minimum of $1,000 or $500 if you are purchasing
shares of Index Plus for an Individual Retirement Account ("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" and "Other Features" 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 MANAGING THE SERIES? Aetna Life Insurance and Annuity Company ("ALIAC")
serves as the investment adviser for each Series and Aeltus Investment
Management, Inc. ("Aeltus") serves as the subadviser. ALIAC and Aeltus are
both indirect wholly-owned subsidiaries of Aetna Retirement Services, Inc.,
which is in turn an indirect wholly-owned subsidiary of Aetna Inc.
Please refer to "Management of the Series" for further information.

WHAT IF I HAVE FURTHER QUESTIONS? Shareholders in the Series enjoy
personalized service. Please call 1-800-367-7732 for details or refer to
"Shareholder Services" for additional information.

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
Index Plus. A complete description of these charges and expenses starts on
page __.

SELECT CLASS SHAREHOLDER TRANSACTION EXPENSES

Select Class shares are not subject to Shareholder Transaction Expenses which
include sales charges on purchases, deferred sales charges on redemptions,
sales charges on dividend reinvestments and exchange fees.

SELECT CLASS
ANNUAL INDEX PLUS OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)

Total Index
Management/ Administrative Other Plus Operating
Advisory Fee Fee Expenses Expenses
------------- --------------- --------- ---------------

Index Plus ___% ___% ___% ___%
</TABLE>

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

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 Year 3 Years
------ -------

Index Plus
</TABLE>

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 Sales Charge
Sales Charge Charge on on Dividend Exchange
on Purchases Redemptions(1) Reinvestment Fee
------------ --------------- ------------ --------

Index Plus None 1.0% None None
</TABLE>

(1) The contingent deferred sales charge set forth in the above table is the
maximum redemption charge imposed on Adviser Class shares. Investors may pay
charges less than 1.0%, depending on the length of time the shares are held.
Adviser Class shares 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
Index Plus. See "Fees and Charges" in the Adviser Class prospectus.

ADVISER CLASS
ANNUAL INDEX PLUS OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)

Total Index
Management/ Administrative 12b-1 Other Plus Operating
Advisory Fee Fee Fee Expenses Expenses
------------- --------------- ------ --------- ---------------

Index Plus ___% ___% ___% ___% ___%
</TABLE>

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 Year 3 Years
------- --------

Index Plus
Redemption at end of each time period $______ $ ______
No Redemption ______ ______
</TABLE>

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.

As noted above, the Fund has two classes, Select Class and Adviser Class.
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 the Fund's classes may be obtained by calling
your representative or 1-800-367-7732.

DESCRIPTION OF INDEX PLUS

The Fund is an open-end, management investment company under the Investment
Company Act of 1940 ("1940 Act"). Index Plus has an investment objective
which is a fundamental policy and may not be changed without the vote of a
majority of the holders of Index Plus' outstanding shares. There can be no
assurance that Index Plus will meet its investment objective. Index Plus is
subject to investment restrictions described in this Prospectus and in the
Statement, 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 Index Plus is contained in Appendix A.

INVESTMENT OBJECTIVE. Index Plus will attempt to outperform the total return
performance of publicly traded common stocks represented by the S&P 500.

INVESTMENT POLICY. Index Plus will attempt to be fully invested in common
stocks. Under normal circumstances, Index Plus will invest at least 90% of
its assets in common stocks represented in the S&P 500. Inclusion of a stock
in the S&P 500 in no way implies an opinion by Standard & Poor's Corporation
as to the stock's attractiveness as an investment. Index Plus is neither
sponsored by nor affiliated with Standard & Poor's Corporation. AN INVESTMENT
IN INDEX PLUS INVOLVES RISKS SIMILAR TO THOSE OF INVESTING IN COMMON STOCKS
GENERALLY. As Index Plus invests primarily in common stocks, Index Plus is
subject to market risk - i.e. the possibility that common stock prices will
decline over short or even extended periods. The U.S. stock market tends to be
cyclical, with periods when stock prices generally rise and periods when
prices generally decline.

Under normal circumstances, Index Plus will generally include approximately
400 stocks included in the S&P 500. Index Plus intends, under normal
circumstances, to exclude common stocks which are not part of the S&P 500 and
to exclude Aetna Inc. common stock.

The weightings of stocks in the S&P 500 are based on each stock's relative
total market capitalization, that is, its market price per share multiplied by
the number of common shares outstanding. ALIAC will attempt to outperform the
investment results of the S&P 500 by creating a portfolio that has similar
market risk characteristics to the S&P 500, but will use a disciplined
analysis to identify those stocks having the greatest likelihood of either
outperforming or underperforming the market.

INVESTMENT TECHNIQUES

Index Plus may use the following investment techniques (see Appendix A for
the definition of certain terms used below):

BORROWING. Index Plus may borrow money from banks, but only for temporary or
emergency purposes in an amount up to 5% of the value of Index Plus' total
assets (including the amount borrowed), valued at the lesser of cost or
market, less liabilities (not including the amount borrowed), at the time the
borrowing is made.

Index Plus does not intend to borrow for leveraging purposes. It has the
authority to do so, but only if, after the borrowing, the value of Index Plus'
net assets, including proceeds from the borrowings, is equal to at least 300%
of all outstanding borrowings. Leveraging can increase the volatility of
Index Plus since it exaggerates the effects of changes in the value of the
securities purchased with the borrowed funds.

SECURITIES LENDING. Index Plus may lend its portfolio securities; however, the
value of the loaned securities (together with all other assets that are
loaned, including those subject to repurchase agreements) may not exceed
one-third of Index Plus' total assets. Index Plus will not lend portfolio
securities to affiliates. Though fully collateralized, lending portfolio
securities involves certain risks, including the possibility that Index Plus
may incur costs in liquidating the collateral or a loss if the collateral
declines in value. In the event of a disparity between the value of the loaned
security and the collateral, there is the additional risk that the borrower
may fail to return the securities or provide additional collateral.

REPURCHASE AGREEMENTS. Under a repurchase agreement, Index Plus may acquire a
debt instrument for a relatively short period subject to an obligation by the
seller to repurchase and by Index Plus to resell the instrument at a fixed
price and time.

Index Plus 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, Index Plus 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 Index Plus to liquidate the collateral may be delayed or limited.

The Board of Directors has established credit standards for repurchase
transactions entered into by Index Plus.

ASSET-BACKED SECURITIES. Index Plus may purchase securities collateralized
by a specified pool of assets, including, but not limited to, credit card
receivables, automobile loans, home equity loans, mobile home loans, or
recreational vehicle loans. These securities are subject to prepayment risk.
In periods of declining interest rates, reinvestment of prepayment proceeds
would be made at lower and less attractive interest rates.

ZERO COUPON AND PAY-IN-KIND BONDS. Index Plus may invest in zero coupon
securities and pay-in-kind bonds. Zero coupon securities are debt securities
that pay no cash income but are sold at substantial discounts to their value
at maturity. Some zero coupon securities call for the commencement of regular
interest payments at a deferred date. Pay-in-kind bonds pay all or a portion
of their interest in the form of additional debt or equity securities. Zero
coupon securities and pay-in-kind bonds are subject to greater price
fluctuations in response to changes in interest rates than are ordinary
interest-paying instruments with similar maturities; the value of zero coupon
securities and pay-in-kind bonds appreciate more during periods of declining
interest rates and depreciate more during periods of rising interest rates.

BANK OBLIGATIONS. Index Plus may invest in obligations (including banker's
acceptances, commercial paper, bank notes, time deposits and certificates of
deposit) issued by domestic or foreign banks, provided the issuing bank has a
minimum of $5 billion in assets and a primary capital ratio of at least 4.25%.

OPTIONS, FUTURES AND OTHER DERIVATIVE INSTRUMENTS. A derivative is a
financial instrument, the value of which is "derived" from the performance of
an underlying asset (such as a security or index of securities). In addition
to futures and options, derivatives include, but are not limited to, forward
contracts, swaps, structured notes, and collateralized mortgage obligations
("CMOs").

Index Plus may engage in various strategies using derivatives including
managing its exposure to changing interest rates, securities prices and
currency exchange rates (collectively known as hedging strategies), or
increasing its investment return. For purposes other than hedging, Index Plus
will invest no more than 5% of its total assets in derivatives which at the
time of purchase are considered by management to involve high risk to Index
Plus. These would include inverse floaters, interest-only and
principal-only securities.

Index Plus may write (sell) covered call options and purchase put options and
may purchase call and write (sell) put options including options on
securities, indices and futures. There is no limit on the amount of Index
Plus' total assets that may be subject to call options; however, writing a put
option requires the segregation of liquid assets to cover the contract. Index
Plus will not write a put option if it will require more than 50% of Index
Plus' net assets to be segregated to cover the put obligation nor will it
write a put option if after it is written more than 3% of Index Plus' assets
would consist of put options.

As with all derivatives, the use of call options involves certain risks which
are described in detail under "Risk Factors and Other Considerations" and in
the Statement. In that there is no limit on the amount of Index Plus' total
assets that may be subject to call options, these risks may be heightened
should Index Plus choose to engage extensively in such transactions.

Investments in futures contracts and related options with respect to foreign
currencies, fixed income securities and foreign stock indices may also be made
by Index Plus. Although these investments are primarily made to hedge against
price fluctuations, in some cases, Index Plus may buy a futures contract for
the purpose of increasing its exposure in a particular asset class or market
segment, which strategy may be considered speculative. This strategy is
typically used to better manage portfolio transaction costs. With respect to
futures contracts or related options that may be entered into for speculative
purposes, the aggregate initial margin for futures contracts and premiums
for options will not exceed 5% of Index Plus' net assets, after taking into
account realized profits and unrealized losses on such futures contracts.

Index Plus may invest in forward contracts on foreign currency ("forward
exchange contracts"). These contracts may involve "cross-hedging," a
technique in which Index Plus hedges with currencies which differ from the
currency in which the underlying asset is denominated.

Index Plus may also invest in interest rate swap transactions. Interest rate
swaps are subject to credit risks (if the other party fails to meet its
obligations) and also interest rate risks, because Index Plus could be
obligated to pay more under its swap agreements than it receives under them as
a result of interest rate changes.

U.S. GOVERNMENT DERIVATIVES. Index Plus may purchase separately traded
principal and interest components of certain U.S. Government securities
("STRIPS"). In addition, Index Plus 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.

SUPRANATIONAL AGENCIES. Index Plus may invest up to 10% of its net assets in
securities of supranational agencies such as: the International Bank for
Reconstruction and Development (commonly referred to as the "World Bank"),
which was chartered to finance development projects in developing member
countries; the European Community, which is a twelve-nation organization
engaged in cooperative economic activities; the European Coal and Steel
Community, which is an economic union of various European nations' steel and
coal industries; and the Asian Development Bank, which is an international
development bank established to lend funds, promote investment and provide
technical assistance to member nations in the Asian and Pacific regions.
Securities of supranational agencies are not considered government securities
and are not supported directly or indirectly by the U.S. Government.

ILLIQUID AND RESTRICTED SECURITIES. Index Plus may invest, under normal
circumstances, up to 10% 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 ordinary course of
business without taking a materially reduced price. In addition, Index Plus
may invest in securities that are subject to legal or contractual restrictions
on resale, including securities purchased under Rule 144A and Section 4(2) of
the Securities Act of 1933.

Because of the absence of a trading market for illiquid and certain restricted
securities, it may take longer to liquidate these securities than it would
unrestricted, liquid securities. Index Plus may realize less than the amount
originally paid by Index Plus for the security. The Board of Directors has
established a policy to monitor the liquidity of such securities.

CASH OR CASH EQUIVALENTS. Index Plus reserves the right to depart from its
investment objectives temporarily by investing up to 100% of its assets in
cash or cash equivalents for defense against potential market declines and to
accommodate cash flows from the purchase and sale of Index Plus' shares.

OTHER INVESTMENTS. Index Plus may use other investment techniques, including
"when-issued" and "delayed-delivery securities" and variable rate instruments.
These techniques are described in Appendix A and the Statement.

RISK FACTORS AND OTHER CONSIDERATIONS

GENERAL CONSIDERATIONS. The different types of securities purchased and
investment techniques used by Index Plus involve varying amounts of risk. For
example, equity securities are subject to a decline in the stock market or in
the value of the issuer, 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
generally 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, the risk of principal and interest
default is greater with higher-yielding, lower-grade securities. High risk,
high-yield securities may provide a higher return but with added risk. In
addition, foreign securities have currency risk. Some of the risks involved
in the securities acquired by Index Plus are discussed in this section.
Additional discussion is contained above under "Investment Techniques" and in
the Statement.

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. Although Index Plus does not purchase
securities with the intention of profiting from short-term trading, Index
Plus may buy and sell securities when ALIAC or Aeltus believes such action is
advisable. It is anticipated that the average annual turnover rate of Index
Plus may exceed 125%. Turnover rates in excess of 125% may result in higher
transaction costs (which are borne directly by Index Plus and a possible
increase in short-term capital gains (or losses). See "Tax Status" in the
Statement.

FOREIGN SECURITIES. Investments in securities of foreign issuers or
securities denominated in foreign currencies involve risks not present in
domestic markets. 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.

DEPOSITARY RECEIPTS. Index Plus can invest in both sponsored and unsponsored
depositary receipts. Unsponsored depositary receipts, which are typically
traded in the over-the-counter market, may be less liquid than sponsored
depositary receipts and therefore may involve more risk. In addition, there
may be less information available about issuers of unsponsored depositary
receipts.

Index Plus will generally acquire American Depositary Receipts ("ADRs") which
are dollar denominated, although their market price is subject to fluctuations
of the foreign currency in which the underlying securities are denominated.
All depositary receipts will be considered foreign securities for purposes of
Index Plus' investment limitation concerning investment in foreign securities.
See Appendix A and the Statement for more information.

HIGH RISK, HIGH-YIELD SECURITIES. Index Plus may invest in high risk,
high-yield securities, often called "junk bonds". 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, ALIAC
may purchase these securities if they are thought to offer good value. This
may happen if, for example, the rating agencies have, in ALIAC's opinion,
misclassified the bonds or overlooked the potential for the issuer's enhanced
creditworthiness.

DERIVATIVES. Index Plus may use derivative instruments as described above
under "Investment Techniques - Options, Futures and Other Derivative
Instruments." Derivatives can be volatile investments and involve certain
risks. Index Plus may be unable to limit its losses by closing a position due
to lack of a liquid market or similar factors. Losses may also occur if there
is not a perfect correlation between the value of futures or forward
contracts and the related securities. The use of futures may involve a high
degree of leverage because of low margin requirements. As a result, small
price movements in futures contracts may result in immediate and potentially
unlimited gains or losses to Index Plus. Leverage may exaggerate losses of
principal. The amount of gains or losses on investments in futures contracts
depends on ALIAC's ability to predict correctly the direction of stock prices,
interest rates and other economic factors.

The use of forward exchange contracts may reduce the gain that would otherwise
result from a change in the relationship between the U.S. dollar and a foreign
currency. In an attempt to limit its risk in forward exchange contracts, Index
Plus limits its exposure to the amount of its assets denominated in the
foreign currency being cross-hedged. Cross-hedging entails a risk of loss on
both the value of the security that is the basis of the hedge and the currency
contract that was used in the hedge. These risks are described in greater
detail in the Statement.

VARIABLE RATE INSTRUMENTS, WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS.
When-issued, delayed-delivery and variable rate instruments may be subject to
liquidity risks and risks of loss of principal due to market fluctuations.
Liquid assets in an amount at least equal to Index Plus' commitments to
purchase securities on a when-issued or delayed-delivery basis will be
segregated at Index Plus' custodian. For more information about these
securities, see Appendix A and the Statement.

SMALL CAPITALIZATION COMPANIES. Index Plus may invest in 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. The securities of small capitalization
companies 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

In addition to the restrictions discussed under "Investment Techniques," Index
Plus will not invest more than 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. The 25% limitation does not apply to
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.

Additionally, Index Plus 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. These latter
restrictions apply only to 75% of Index Plus' total assets. See the Statement
for additional investment restrictions.

SHAREHOLDER SERVICES

The Fund offers several services to its Series shareholders. These may be
selected on the application or you may call 1-800-367-7732 to select these
services at a later date.

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 Index Plus 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 Fund, through a registered representative of a broker-dealer affiliated
with the Fund, 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 as directed below under "Purchase
by Mail." You may open an account with a minimum investment of $1,000 (or $500
for IRAs). Once you have opened an account in Index Plus, additional
investments may be made by mail ($100 minimum), wire transfer ($500 minimum)
or exchange from the same class of another Series 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. Minimum investments may be waived if an investment
is made through exchange of the entire amount invested in another Series.
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. Shares for new accounts will be purchased at the net
asset value determined as of 4:15 p.m. eastern time on any day that the New
York Stock Exchange is open for business ("Business Day") so long as the
completed and signed application accompanied by a check in payment for the
share purchase is received by Firstar Trust Company (the transfer agent) at
its Milwaukee offices prior to 4:00 p.m. Additional investments and exchanges
will also be processed at the net asset value determined as of 4:15 p.m. if
the check or wire for the purchase price or the exchange request is received
by 4:00 p.m. 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 shares in Index Plus are
valued.

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

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 writing to the Fund at the
address listed above. Your letter should indicate your name, account numbers,
the Select Class shares of Index Plus and the amount to be invested. 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) and endorsed to the
Fund.

You can
purchase by
wire, electronic
funds transfer
or exchange

PURCHASE BY WIRE. You may also purchase additional Select Class shares of
Index Plus 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 Index Plus and custodian bank are open for business.

PURCHASE BY ELECTRONIC FUNDS TRANSFER. Once an account has been established in
Index Plus, you may purchase additional Select Class shares by using
Electronic Funds Transfer ("EFT") facilities under the Systematic Investment
feature. See "Other Features." EFT will allow you to transfer money between
a bank account and Index Plus. You must elect EFT capability on the
application in order to authorize this option.

PURCHASE BY EXCHANGE. You may open an account or purchase additional Select
Class shares by making an exchange among Select Class shares of any of the
Series of the Fund, provided shares of such Series may be legally sold in
your state of residence. An exchange may be made by submitting a written
request to make the exchange and specifying the name and account number of
your current Series account, the name of the Series you wish to exchange into,
the amount to be exchanged, and the signatures of all shareholders. Send your
request to the address listed above under "Purchase by Mail."

You may also exchange your Select Class shares by calling 1-800-367-7732.
Please provide the Series 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:

[filled box] Each exchange may result in a gain or loss and is treated as a
sale and as a purchase of shares for tax purposes.

[filled box] An exchange which represents an initial investment in a Series
must meet the minimum investment requirements described under
"Shareholder Services - How to Open an Account."

[filled box] 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 Series account
that is not registered identically to the transferring Series
account.

[filled box] Following an investment in a Series, 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 Series
reserves the right to temporarily or permanently terminate the exchange
privilege for any person who makes more than five exchanges out of a Series
per calendar year. In addition, each Series reserves the right to refuse
exchange purchases by any person or group if, in ALIAC's judgment, that
Series would be unable to invest effectively in accordance with its
investment objective as a result of such exchange. Each Series 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 Series have
established reasonable procedures to confirm that instructions received are
genuine. If these procedures are not followed, the Series 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 for dividends and capital gains distributions:

[filled box] Full Reinvestment - Both dividends and capital gains
distributions from Index Plus will be reinvested in additional Select Class
shares of Index Plus. This option will be selected automatically unless one of
the other options is specified. (Please refer to "Series Distributions.")

[filled box] Or . . . Capital Gains Reinvestment - Capital gains
distributions from Index Plus will be reinvested in additional Select Class
shares of Index Plus and all net income from dividends will be distributed in
cash.

[filled box] Or . . . All Cash - Dividends and capital gains distributions
will be paid in cash.

If you select a cash distribution option, you can elect to have distributions
automatically invested in Select Class shares of another Series of the Fund.

If you make no selection, income dividends and capital gains distributions
with respect to Index Plus will be reinvested in additional Select Class
shares of Index Plus. Distributions paid in shares will be credited to your
account at the next determined net asset value per share.

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.

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 determined as of 4:15 p.m.
eastern time on any Business Day so long as the redemption request and all
required documentation is received by Firstar Trust Company (the transfer
agent) at its Milwaukee offices prior to 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.

The Fund has the right to satisfy redemption requests by delivering
securities from its investment portfolio rather than cash when it decides
that distributing cash would not be in the best interests of shareholders.
However, Index Plus is obligated to redeem its shares solely in cash up to an
amount equal to the lesser of $250,000 or 1% of its net assets for any one
shareholder of Index Plus in any 90 day period. To the extent possible, the
Fund will distribute readily marketable securities, in conformity with
applicable rules of the Commission. In the event such redemption is requested
by institutional investors, the Fund will weigh the effects on individual
nonredeeming shareholders in applying this policy. Securities distributed to
shareholders may be difficult to sell and may result in additional costs to
the shareholders. See the Statement for additional information on redemptions
in kind.

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

REDEEM BY MAIL. Shares of Index Plus may be redeemed by sending written
instructions to the transfer agent. The instructions should identify Index
Plus, the number of shares or dollar amount to be redeemed, your name and
Index Plus' account number. The instructions must be signed by all person(s)
required to sign for the Index Plus account, exactly as the account is
registered, and accompanied by a signature guarantee(s). (See "Signature
Guarantee" below.) Certain nonindividual shareholders may also be required to
furnish copies of a corporate resolution, trust document or other supporting
documents.

Once shares are redeemed, Index Plus will normally send the proceeds of such
redemption within one or two business days. However, if making immediate
payment could adversely affect Index Plus, Index Plus may defer distribution
for up to seven days or the maximum period allowed by law, if shorter. Also,
Index Plus will hold payment of redemption proceeds until a purchase check or
systematic investment clears, which may take up to 12 calendar days. Index
Plus 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 redemption request accompanied by a signature guarantee as described
below. A $10.00 fee will be charged for this service. A minimum redemption of
$1,000 is required for wire transfers.

SIGNATURE GUARANTEE. A signature guarantee is verification by certain
authorized institutions of the authenticity of the signature on a document.

Index Plus 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.

Index Plus reserves the right to amend or discontinue this policy at any time
and establish other criteria for verifying the authenticity of any redemption
request.

You can obtain a signature guarantee from any one of the following
institutions: 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 the Index Plus account. If this minimum balance is
not maintained due to redemptions, Index Plus 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. Index Plus 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.

TAX-DEFERRED RETIREMENT PLANS. Index Plus can be used for investment by a
variety of tax-deferred plans. These plans let you save for retirement and
allow you to defer taxes on your investment income. Some of these plans are:
[filled box] IRAs, available to individuals who work and their spouses.

[filled box] 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 will be 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 be sent an
annual and semiannual report of Index Plus. The transfer agent may charge you
a fee for special requests such as an historical transcript of your account
and copies of canceled checks.

Consolidated Statements reflecting current account values and year-to-date
transactions will be sent to you 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. 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 one Consolidated Statement.

OTHER FEATURES

A convenient
way to make
regular
investments

SYSTEMATIC INVESTMENT. The Systematic Investment feature, using the EFT
capability (see "Shareholder Services--Purchase by Electronic Funds
Transfer"), allows you to make automatic monthly investments in Index Plus. On
the application, you may select the amount of money to be moved and the Series
to be invested in. There is no minimum initial cash investment required to
open your account if you elect to use the EFT feature. The minimum monthly
Systematic Investment is $50 per Series 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, Index Plus 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 Index Plus. The Automatic Cash Withdrawal Plan permits you to
have payments of $100 or more automatically transferred from Index Plus to
your designated bank account on a monthly basis. In order to enroll in this
plan, you must have a minimum balance of $10,000 in Index Plus 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.

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. Index Plus reserves the right to amend the shareholder
services described above or to change the terms or conditions of such
services at any time.

CROSS-SERIES INVESTING

[filled box] Dividend Investing - You may elect to have dividend and/or
capital gains distributions automatically invested in one other
Select Class Series.

[filled box] Systematic Exchange - You may establish an automatic exchange of
Select Class shares from one Series 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. Since 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
adviser.

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

MANAGEMENT OF THE SERIES

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

The Series'
Investment
Adviser

INVESTMENT ADVISER. ALIAC has entered into an investment advisory agreement
with each Series which provides that ALIAC is responsible for managing the
investments of the Series and for providing all necessary facilities and
personnel costs to conduct such activities. ALIAC is a Connecticut insurance
corporation with its principal offices 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 Series.

ALIAC receives a monthly fee from Index Plus at an annual rate based on
average daily net assets of Index Plus as follows:

Advisory
Fees

Fee Assets
---------------------------- ------ ------------------------
Index Plus

Sub-Adviser to Aetna Series
Fund, Inc.

SUBADVISER. ALIAC, the Fund and Aeltus have entered into a subadvisory
agreement appointing Aeltus as the subadviser for each Series (the
"Subadvisory Agreement"). Aeltus is a Connecticut corporation with its
principal offices located at 242 Trumbull Street, Hartford, Connecticut
06103-1205. Aeltus is registered as an investment adviser with the
Commission. Under the Subadvisory Agreement, Aeltus is responsible for
managing the assets of each Series in accordance with each Series' investment
objective and policies, subject to the supervision of ALIAC, the Fund and the
Fund's Directors. Aeltus determines what securities and other instruments are
purchased and sold by the Series and handles certain related accounting and
administrative functions, including determining the Series' 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.

ALIAC has overall responsibility for monitoring the investment program
maintained by the subadviser for compliance with applicable laws and
regulations, and each Series' investment objective 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. These individuals
provide investment services to Index Plus through Aeltus.

ADMINISTRATOR. ALIAC acts as administrator for each Series 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 Series. As administrator, ALIAC will oversee the calculation of net
asset values and other financial reports prepared by the subadviser for the
Series.

For these services, each Series pays ALIAC a monthly fee at an annual rate
based on average daily net assets of the Series 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 billion.

TRANSFER AGENT. Firstar Trust Company acts as the Series' 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. The Series bears the costs of its operations. Expenses
directly attributable to the Series are charged to the Series. Some expenses
are allocated proportionately among all the Series in relation to the net
assets of each and some expenses are allocated equally to each Series. Series
expenses are set forth in the Fee Tables.

PORTFOLIO MANAGEMENT

Geoffrey A. Brod, a Vice President of Aeltus, is primarily responsible for the
day-to-day management of Index Plus. Mr. Brod has over 30 years of experience
in quantitative applications and has over 9 years of experience in equity
investments. Mr. Brod has been with the Aetna organization since 1966.

INDEX PLUS DISTRIBUTIONS

How to
receive
dividends

[filled box] Index Plus declares and pays dividends annually.

[filled box] 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 Index Plus. Capital gains distributions are derived from
Index Plus' realized long-term capital gains. The per share dividends and
distributions of Select Class shares will be higher 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.

Both income dividends and capital gains distributions are paid by Index Plus
on a per-share basis. As a result, at the time of such payment, the net asset
value per share of Index Plus will be reduced by the amount of such payment.

NET ASSET VALUE

Pricing
Index Plus

The net asset value per share ("NAV") of Index Plus is determined as of 4:15
p.m. eastern time on each day that the NYSE is open for trading. The NAV is
computed by dividing the total value of Index Plus' 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
furnished by independent pricing services. 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.

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 Statement 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 adviser.

SHAREHOLDER DISTRIBUTIONS. The Fund intends to qualify for treatment under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").
Therefore, Index Plus will distribute all of its net income and gains to
shareholders. Such distributions will be taxable to the shareholders and not
to Index Plus. 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 Index Plus'
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 in some jurisdictions or (2) "Qualifying Dividends" which for
eligible corporate shareholders qualify for the corporate dividends-received
deduction. Certain dividends paid by Index Plus will be Qualifying Dividends
for which eligible corporate shareholders may claim a partial deduction.

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 Index Plus' assets to be invested
in various countries is not known.

Index Plus' distributions are taxable in the year they are received,
regardless of whether you take them in cash or reinvest them in additional
shares. However, distributions declared in December to shareholders of record
on a date in December and paid in January of the following year are taxable
as if paid on December 31 of the year of declaration. Index Plus 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 Index Plus just before the
ex-dividend date, you may 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 Index Plus will be treated as a taxable long-term or
short-term capital gain or loss. Please see the Statement 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 backup withholding by the Internal
Revenue Service ("IRS"). If you are subject to backup withholding, or fail to
properly certify your taxpayer identification number, the IRS can require
Index Plus to withhold a certain percentage of your taxable dividends, capital
gains distributions and redemption proceeds.

GENERAL INFORMATION

ARTICLES OF INCORPORATION. The Fund 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 Fund currently offers 12 Series, one of which is described
in this Prospectus.

SHARE CLASSES. The 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 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 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 Index Plus. The Directors continue to consider whether any such
conflicts exist and, if so, will take appropriate action.

The Fund will seek a ruling from the IRS with respect to Index Plus to the
effect that differing distributions among the classes of its shares will not
result in Index Plus' dividends or other distributions being regarded as
"preferential dividends" under the Code. For additional information, see the
Statement.

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

As of the effective date of this Prospectus, the following shares of Index
Plus were owned by ALIAC and its affiliates:

ALIAC
----------------------
Select Adviser
--------- ----------
Index Plus $10,000,000 $0

ALIAC and its affiliates may make additional investments into Index Plus.

SHAREHOLDER MEETINGS. The Fund 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 Index Plus' outstanding shares, the Fund will hold a shareholder
meeting for the purpose of voting on the removal of one or more Directors and
will assist with 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 Fund. Voting rights are not
cumulative. Generally, shares of the Fund will be voted on a Fund-wide basis
on all matters except matters affecting only the interests of one Series or
one class of shares.

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

From time to time advertisements and other sales materials for Index Plus may
include information concerning the historical performance of Index Plus. Any
such information will include the average annual total return of Index Plus
calculated on a compounded bases for specified periods of time. Total return
information will be calculated pursuant to rules established by the
Commission. In lieu of or in addition to total return calculations, such
information may include performance rankings and similar information from
independent organizations such as Lipper Analytical Services, Inc.,
Morningstar, Business Week, Forbes or other industry publications.

Index Plus calculates average annual total return by determining the
redemption value at the end of specified periods (assuming reinvestment of all
dividends and distributions) of a $1,000 investment in Index Plus at the
beginning of the period, deducting the initial $1,000 investment, annualizing
the increase or decrease over the specified period and expressing the result
as a percentage.

Total return figures utilized by Index Plus are based on historical
performance and are not intended to indicate future performance. Total return
and net asset value per share can be expected to fluctuate over time, and
accordingly, upon redemption, shares may be worth more or less than their
original cost.

PRIVATE ACCOUNT PERFORMANCE

Index Plus is newly organized and does not yet have its own performance
record. However, Index Plus has an investment objective, policies and
strategies which are substantially similar to those employed by Aeltus with
respect to certain Private Accounts.

Thus, the performance information derived from these Private Accounts is
deemed relevant to the investor. The performance of Index Plus may vary from
the Private Account composite information because Index Plus will be actively
managed and its investments will vary from time to time and will not be
identical to the past portfolio investments of the Private Accounts. Moreover,
the Private Accounts are not registered under the 1940 Act and therefore are
not subject to certain investment restrictions that are imposed by the 1940
Act, which, if imposed, could have adversely affected the Private Accounts'
performance.

The chart below shows hypothetical performance information derived from
historical composite performance of the Private Accounts included in the Index
Plus Composite. The hypothetical performance figures for Index Plus represent
the actual performance results of the composites of comparable Private
Accounts, adjusted to reflect the deduction of the fees and expenses
anticipated to be paid by Index Plus. The actual Private Account composite
performance figures are time-weighted rates of return which include all income
and accrued income and realized and unrealized gains or losses, but do not
reflect the deduction of investment advisory fees actually charged to the
Private Accounts.

Investors should not consider the performance data of these Private Accounts
as an indication of the future performance of Index Plus.

The following tables show hypothetical performance information derived from
private account composite performance reduced by anticipated Index Plus fees
and expenses, as well as comparisons with the S&P 500, an unmanaged index
generally considered to be representative of the stock market.

HYPOTHETICAL INDEX PLUS PERFORMANCE

INDEX PLUS
1 YEAR SINCE INCEPTION
------- ---------------

Index Plus Composite* _____% _____%
S&P 500 Stock Index 26.13% 15.36%

* The Composite reflects the Aeltus "Quantitative Equity" Composite.

Results shown are through the period ended June 30, 1996. The inception date
is October 1, 1991 for the Index Plus Composite.

APPENDIX A
GLOSSARY OF INVESTMENT TERMS

This glossary describes some of the securities used by Index Plus. Further
information is available in the Statement:

BANKER'S ACCEPTANCE. A time draft drawn on and accepted by a bank,
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.

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 market price rises above the strike price; if not, the option
expires worthless.

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.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS). Mortgage-backed bonds that
separate mortgage pools into various classes or branches in a predetermined,
specified order such as short-, medium-, and long-term portions.

COMMERCIAL PAPER. Unsecured short-term debt instruments issued by banks,
corporations or other borrowers with a maturity ranging from two to 270 days.

CONVERTIBLE SECURITIES. Corporate securities (usually bonds or preferred
stock) that can be exchanged for a set number of shares of another security,
usually common stock.

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.

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.

DEPOSITARY RECEIPTS. Negotiable certificates evidencing ownership of shares
of a non-U.S. corporation, government, or foreign subsidiary of a U.S.
corporation. A U.S. bank typically issues depositary receipts, which are
backed by ordinary shares that remain on deposit with a custodian bank in the
issuer's home market. A depositary receipt can either be "sponsored" by the
issuing company or established without the involvement of the company, which
is referred to as "unsponsored."

FORWARD CONTRACTS. A purchase or sale of a specific quantity of a government
security, foreign currency, or other financial instrument at the current
price, with delivery and settlement at a specified future date.

FUTURES CONTRACTS. An agreement to buy or sell a specific amount of a
financial instrument at a particular price on a stipulated future date. A
futures contract obligates the buyer to purchase and the seller to sell,
unlike an option where one party can choose whether or not to exercise the
option.

HIGH RISK, HIGH-YIELD SECURITIES. Debt instruments rated BB or below by
Standard & Poor's Corporation or Ba or below by Moody's Investors Service
Inc., or securities of comparable ratings by other agencies or, if unrated,
considered by the investment adviser to be of comparable quality. These
securities are often called "junk bonds" because of the greater possibility of
default.

PREFERRED STOCK. Stock which has a preference over common stock, whether as
to payment of dividends or to assets on liquidation. It ordinarily pays a
fixed dividend.

PRIMARY CAPITAL RATIO. The ratio used to evaluate the creditworthiness of
foreign banks which is based on the ratio of total assets to the common and
preferred stock, loan loss reserves, minority interests and mandatory
convertibles.

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 market price falls below the strike price; if not, the option expires
worthless.

SWAP. An exchange of one security for another. A swap may be executed to
change the maturities of a bond portfolio or the quality of the issues in a
stock or bond portfolio.

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. An instrument the terms of which 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.

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

WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS. When-issued is a transaction
that is made as of a current date, but conditioned on the actual issuance of a
security that is authorized but not yet issued. A delayed-delivery
transaction is one where both parties agree that the security will be
delivered and the transaction completed at a future date.

YANKEE BONDS. A dollar denominated bond issued in the United States by
foreign corporations and banks. Similarly, Yankee CDS are issued in the U.S.
by branches and agencies of foreign banks.

APPENDIX B
DESCRIPTION OF CORPORATE BOND RATINGS

MOODY'S INVESTORS SERVICE, INC.

Aaa -- Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred
to as "gilt-edge." 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 -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what 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 larger than in Aaa
securities.

A -- Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.

Baa -- Bonds which are rated Baa are considered as 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 in fact have speculative characteristics as
well.

Ba -- Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B -- Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

The modifier 1 indicates that the bond ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates the issuer ranks in the lower end of its rating category.

STANDARD & POOR'S CORPORATION

AAA -- Bonds rated AAA have the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.

AA -- 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 -- 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 bonds in higher rated
categories.
BBB -- Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for bonds in this category than for bonds in higher rated
categories.

BB -- 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 -- 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.

[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

Subadviser
Aeltus Investment Management, Inc.
242 Trumbull Street
Hartford, CT 06103-1205

Custodians
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, PA 15258

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 Index Plus in any jurisdiction in which such
sale, offer to sell, or solicitation may not be lawfully made.

ADVISER CLASS

[Aetna logo] December __, 1996

SUBJECT TO COMPLETION OR AMENDMENT

AETNA INDEX PLUS FUND PROSPECTUS

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 OBJECTIVE

TABLE OF CONTENTS

PAGE

HIGHLIGHTS

FEE TABLES

DESCRIPTION OF INDEX PLUS

INVESTMENT TECHNIQUES

RISK FACTORS AND OTHER CONSIDERATIONS

INVESTMENT RESTRICTIONS

SHAREHOLDER SERVICES

OTHER FEATURES

CROSS-SERIES INVESTING

FEES AND CHARGES

MANAGEMENT OF THE SERIES

PORTFOLIO MANAGEMENT

INDEX PLUS DISTRIBUTIONS

NET ASSET VALUE

TAXES

GENERAL INFORMATION

PERFORMANCE DATA

APPENDIX A
GLOSSARY OF INVESTMENT TERMS

APPENDIX B
DESCRIPTION OF CORPORATE BOND RATINGS

HIGHLIGHTS

WHAT IS OFFERED? Aetna Index Plus Fund, a diversified portfolio of the Fund,
is offered through this Prospectus.

WHAT IS THE ADVISER CLASS OF SHARES? The 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.

Adviser Class shares are subject to a contingent deferred sales charge
("CDSC"). The maximum CDSC is 1% (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 are also subject to an annual service fee of
0.25% and an annual distribution fee of 0.50% of the value of average daily
net assets of Index Plus. See "Fees and Charges" for more information.

HOW CAN I PURCHASE SHARES? You may purchase Adviser Class shares by
completing an application and sending it as disclosed under "Shareholder
Services." Your initial purchase must be for a minimum of $1,000 or $500 if
you are purchasing shares of Index Plus for an Individual Retirement Account
("IRA"). We also offer a systematic investment program that enables investors
to purchase shares on a regular basis. Please refer to "Shareholder Services"
and "Other Features" 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. Adviser Class shares
are redeemable at net asset value. See "Shareholder Services" for further
information.

WHO IS MANAGING THE SERIES? Aetna Life Insurance and Annuity Company
("ALIAC") serves as the investment adviser for each Series and Aeltus
Investment Management, Inc. ("Aeltus") serves as the subadviser. ALIAC and
Aeltus are both indirect wholly-owned subsidiaries of Aetna Retirement
Services, Inc., which is in turn an indirect wholly-owned subsidiary of Aetna
Inc.

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

WHAT IF I HAVE FURTHER QUESTIONS? Shareholders in the Series enjoy
personalized service. Please call your representative for details or refer to
"Shareholder Services" for additional information.

FEE TABLES

ADVISER CLASS
SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Deferred Sales Sales Charge
Sales Charge Charge on on Dividend Exchange
on Purchases Redemptions(1) Reinvestment Fee
------------ --------------- ------------ --------

Index Plus None 1.0% None None
</TABLE>

(1) The contingent deferred sales charge set forth in the above table is the
maximum redemption charge imposed on Adviser Class shares. Investors may pay
charges less than 1.0%, depending on the length of time the shares are held.
Adviser Class shares of Index Plus 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 Index Plus. See "Fees and Charges."

ADVISER CLASS
ANNUAL INDEX PLUS OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Total Index
Management/ Administrative 12b-1 Other Plus Operating
Advisory Fee Fee Fee Expenses Expenses
------ --------- ---------------

Index Plus ___% ___% ___% ___% ___%
</TABLE>

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:

<TABLE>
<CAPTION>
<S> <C> <C>
1 Year 3 Years
------- --------

Index Plus
Redemption at end of each time period $______ $ ______
No Redemption ______ ______
</TABLE>

SELECT CLASS SHAREHOLDER TRANSACTION EXPENSES

SELECT CLASS
ANNUAL INDEX PLUS OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Total Index
Management/ Administrative Other Plus Operating
Advisory Fee Fee Expenses Expenses
------------- --------------- --------- ---------------

Index Plus ___% ___% ___% ___%
</TABLE>

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.

<TABLE>
<CAPTION>
<S> <C> <C>
1 Year 3 Years
------ -------

Index Plus
</TABLE>

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

DESCRIPTION OF INDEX PLUS

A glossary describing various investment terms relating to securities that may
be held by Index Plus is contained in Appendix A.

INVESTMENT OBJECTIVE. Index Plus will attempt to outperform the total return
performance of publicly traded common stocks represented by the S&P 500.

INVESTMENT TECHNIQUES

Index Plus may use the following investment techniques (see Appendix A for
the definition of certain terms used below):

The Board of Directors has established credit standards for repurchase
transactions entered into by Index Plus.

RISK FACTORS AND OTHER CONSIDERATIONS

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. Although Index Plus does not purchase
securities with the intention of profiting from short-term trading, Index
Plus may buy and sell securities when ALIAC or Aeltus believes such action is
advisable. It is anticipated that the average annual turnover rate of the
Series may exceed 125%. Turnover rates in excess of 125% may result in higher
transaction costs (which are borne directly by Index Plus and a possible
increase in short-term capital gains (or losses). See "Tax Status" in the
Statement.

INVESTMENT RESTRICTIONS

SHAREHOLDER SERVICES

The Fund offers several services to its Series shareholders. These may be
selected on the application or you may call 1-800-367-7732 to select these
services at a later date.

SHAREHOLDER INQUIRIES. If you have any questions about Index Plus or the
shareholder services described below, please call 1-800-367-7732.

How to
Purchase
Shares

HOW TO PURCHASE SHARES. Adviser Class shares may be purchased directly from
the Fund, through a registered representative of a broker-dealer affiliated
with the Fund, 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).

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.

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 return
both to your agent and representative.

You can make additional investments to your accounts by using the investment
stubs from your confirmation statements or by writing to the Fund at the
address listed below. Your letter should indicate your name, account numbers,
the Adviser Class shares of Index Plus 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

Correspondence mailed by overnight courier should be sent to the transfer
agent at the following address:

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

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) and endorsed to the
Fund.

You can
purchase by
wire, electronic
funds transfer
or exchange

PURCHASE BY WIRE. You may also purchase additional Adviser Class shares of
Index Plus 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 Index Plus and custodian bank are open for business.

PURCHASE BY ELECTRONIC FUNDS TRANSFER. Once an account has been established in
Index Plus, you may purchase additional Adviser Class shares by using
Electronic Funds Transfer ("EFT") facilities under the Systematic Investment
feature. See "Other Features." EFT will allow you to transfer money between
a bank account and Index Plus. You must elect EFT capability on the
application in order to authorize this option.

PURCHASE BY EXCHANGE. You may open an account or purchase additional Adviser
Class shares by making an exchange among Adviser Class shares of any of the
Series of the Fund, provided shares of such Series may be legally sold in
your state of residence. An exchange may be made by submitting a written
request to make the exchange and specifying the name and account number of
your current Series account, the name of the Series you wish to exchange into,
the amount to be exchanged, and the signatures of all shareholders. Send your
request to the address listed above under "Purchase by Mail."

You may also exchange your Adviser Class shares by calling 1-800-367-7732.
Please provide the Series 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:

[filled box] Each exchange may result in a gain or loss and is treated as a
sale and as a purchase of shares for tax purposes.

[filled box] An exchange which represents an initial investment in a Series
must meet the minimum investment requirements described under
"Shareholder Services - How to Open an Account."

[filled box] Following an investment in a Series, there is a required eight-
day holding period before those shares can be exchanged.

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 for dividends and capital gains distributions:

[filled box] Full Reinvestment - Both dividends and capital gains
distributions from Index Plus will be reinvested in additional Adviser Class
shares of Index Plus. This option will be selected automatically unless one of
the other options is specified. (Please refer to "Series Distributions.")

[filled box] Or . . . Capital Gains Reinvestment - Capital gains
distributions from Index Plus will be reinvested in additional Adviser Class
shares of Index Plus and all net income from dividends will be distributed in
cash.

[filled box] Or . . . All Cash - Dividends and capital gains distributions
will be paid in cash.

If you select a cash distribution option, you can elect to have distributions
automatically invested in Adviser Class shares of another Series of the Fund.

If you make no selection, income dividends and capital gains distributions
with respect to Index Plus will be reinvested in additional Adviser Class
shares of Index Plus. Distributions paid in shares will be credited to your
account at the next determined net asset value per share.

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 determined as of 4:15 p.m.
eastern time on any Business Day so long as the redemption request and all
required documentation is received by Firstar Trust Company (the transfer
agent) at its Milwaukee offices prior to 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 CDSC. 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 Index Plus may be redeemed by sending written
instructions to the transfer agent. The instructions should identify Index
Plus, the number of shares or dollar amount to be redeemed, your name and
Index Plus' account number. The instructions must be signed by all person(s)
required to sign for Index Plus account, exactly as the account is registered,
and accompanied by a signature guarantee(s). (See "Signature Guarantee"
below.) Certain nonindividual shareholders may also be required to furnish
copies of a corporate resolution, trust document or other supporting
documents.

SIGNATURE GUARANTEE. A signature guarantee is verification by certain
authorized institutions of the authenticity of the signature on a document.
Index Plus 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.

Index Plus reserves the right to amend or discontinue this policy at any time
and establish other criteria for verifying the authenticity of any redemption
request.

[filled box] IRAs, available to individuals who work and their spouses.

[filled box] 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 will be 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 be sent an annual and semiannual report of Index Plus. The
transfer agent may charge you a fee for special requests such as an historical
transcript of your account and copies of canceled checks.

OTHER FEATURES

A convenient
way to make
regular
investments

SYSTEMATIC INVESTMENT. The Systematic Investment feature, using the EFT
capability (see "Shareholder Services--Purchase by Electronic Funds
Transfer"), allows you to make automatic monthly investments in Index Plus, On
the application, you may select the amount of money to be moved and the Series
to be invested in. There is no minimum initial cash investment required to
open your account if you elect to use the EFT feature. The minimum monthly
Systematic Investment is $50 per Series 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, Index Plus 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

CHANGES TO SERVICE. Index Plus reserves the right to amend the shareholder
services described above or to change the terms or conditions of such
services at any time.

CROSS-SERIES INVESTING

[filled box] Dividend Investing - You may elect to have dividend and/or
capital gains distributions automatically invested in one other
Adviser Class Series account.

[filled box] Systematic Exchange - You may establish an automatic exchange of
Adviser Class shares from one Series 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. Since 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
adviser.

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

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% of
the daily net assets of the Adviser Class shares of Index Plus. 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 1940
Act. Under this plan, ALIAC is paid a 12b-1 distribution fee at an annual
rate of 0.50% of the average daily net assets of the Adviser Class shares of
Index Plus.

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 Index Plus' prospectus, Statement 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 without an
initial sales charge. However, ALIAC will impose a contingent deferred sales
charge (CDSC) on certain 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.

The CDSC is calculated by multiplying the lesser of the current market value
or the original cost of the shares being redeemed, by the percentage shown
below based on the time invested:

<TABLE>
<CAPTION>
<S> <C>
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
</TABLE>

When you request a redemption of Adviser Class shares, to determine whether
the CDSC is applicable, the Fund will assume that you are redeeming shares not
subject to the CDSC first. In determining the number of years the shares have
been held, Index Plus 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 $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 Series-by-Series basis, shareholders who
contemplate a redemption and have invested in multiple Series should consider
redeeming from the Series 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 SERIES

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

The Series'
Investment
Adviser

ALIAC receives a monthly fee from Index Plus at an annual rate based on
average daily net assets of Index Plus as follows:

Advisory Fees

Fee Assets
- ---------------------------- ------ ------------------------
Index Plus

Sub-Adviser to Aetna Series
Fund, Inc.

PRINCIPAL UNDERWRITER. ALIAC is the principal underwriter for the Fund.
ALIAC may contract with various broker-dealers, including one or more of its
affiliates, for distribution of Adviser Class shares. ALIAC may also sell
shares of Index Plus directly. ALIAC is paid an annual service fee and an
annual 12b-1 distribution fee with respect to Adviser Class shares of Index
Plus. 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 Index Plus. See "Fees and Charges" for more
information.

Although it is anticipated that some promotional activities will be conducted
on a Fund-wide basis, payments made by Index Plus under the Distribution Plan
generally will be used to finance the distribution of shares of Index Plus.
Expenses incurred in connection with Fund-wide activities may be allocated
pro-rata among all Series of the Fund 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 Fund'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 Fund's Board of Directors reviews a report on
expenditures under the Plans and the purposes for which 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 Fund'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 Index Plus. The
Shareholder Services Plan may be terminated by the Directors.

SERIES EXPENSES. The Series bears the costs of its operations. Expenses
directly attributable to the Series are charged to the Series. Some expenses
are allocated proportionately among all the Series in relation to the net
assets of each Series and some expenses are allocated equally to each Series.
Series expenses are set forth in the Fee Tables.

PORTFOLIO MANAGEMENT

INDEX PLUS DISTRIBUTIONS

How to
receive
dividends

[filled box] Index Plus declares and pays dividends annually.

[filled box] 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 Index Plus. Capital gains distributions are derived from
Index Plus' realized long-term capital gains. The per share dividends and
distributions of Adviser Class shares will be less 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.

NET ASSET VALUE

Pricing
Index Plus

TAXES

Form 1099-DIV
will be mailed
to you in January

SHAREHOLDER DISTRIBUTIONS. The Fund intends to qualify for treatment under
Subchapter M of the Internal Revenue Code of 1986, as amended, (the "Code").
Therefore, Index Plus will distribute all of its net income and gains to
shareholders. Such distributions will be taxable to the shareholders and not
to Index Plus. 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 Index Plus'
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 in some jurisdictions or (2) "Qualifying Dividends" which for
eligible corporate shareholders qualify for the corporate dividends-received
deduction. Certain dividends paid by Index Plus will be Qualifying Dividends
for which eligible corporate shareholders may claim a partial deduction.

BUYING A DIVIDEND. If you buy shares of Index Plus just before the
ex-dividend date, you may be taxed on the entire amount of the dividend
received.

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 backup withholding by the Internal
Revenue Service ("IRS"). If you are subject to backup withholding, or fail to
properly certify your taxpayer identification number, the IRS can require the
Series to withhold a certain percentage of your taxable dividends, capital
gains distributions and redemption proceeds.

GENERAL INFORMATION

As of the effective date of this Prospectus, the following shares of Index
Plus were owned by ALIAC and its affiliates:

ALIAC
----------------------
Select Adviser
--------- ----------
Index Plus $10,000,00 $ 0

ALIAC and its affiliates may make additional investments into Index Plus.

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 Fund. Voting rights are not
cumulative. Generally, shares of the Fund will be voted on a Fund-wide basis
on all matters except matters affecting only the interests of one Series or
one class of shares.

PAYMENTS TO DEALERS. For sales of Index Plus' shares, 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 or to the maximum extent allowed under applicable regulations, if
less. 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

Index Plus calculates average annual total return by determining the
redemption value at the end of specified periods (assuming reinvestment of all
dividends and distributions) of a $1,000 investment in the Series at the
beginning of the period, deducting the initial $1,000 investment, annualizing
the increase or decrease over the specified period and expressing the result
as a percentage.

PRIVATE ACCOUNT PERFORMANCE

Investors should not consider the performance data of these Private Accounts
as an indication of the future performance of Index Plus.

HYPOTHETICAL INDEX PLUS PERFORMANCE

INDEX PLUS
1 YEAR SINCE INCEPTION
------- ---------------

Index Plus Composite* _____% _____%
S&P 500 Stock Index 26.13% 15.36%

* The Composite reflects the Aeltus "Quantitative Equity" Composite.

Results shown are through the period ended June 30, 1996. The inception date
is October 1, 1991 for the Index Plus Composite.

APPENDIX A
GLOSSARY OF INVESTMENT TERMS

This glossary describes some of the securities used by Index Plus. Further
information is available in the Statement:

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. Unsecured short-term debt instruments issued by banks,
corporations or other borrowers with a maturity ranging from two to 270 days.

CONVERTIBLE SECURITIES. Corporate securities (usually bonds or preferred
stock) that can be exchanged for a set number of shares of another security,
usually common stock.

PREFERRED STOCK. Stock which has a preference over common stock, whether as
to payment of dividends or to assets on liquidation. It ordinarily pays a
fixed dividend.

SWAP. An exchange of one security for another. A swap may be executed to
change the maturities of a bond portfolio or the quality of the issues in a
stock or bond portfolio.

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.

YANKEE BONDS. A dollar denominated bond issued in the United States by
foreign corporations and banks. Similarly, Yankee CDS are issued in the U.S.
by branches and agencies of foreign banks.

APPENDIX B
DESCRIPTION OF CORPORATE BOND RATINGS

MOODY'S INVESTORS SERVICE, INC.

STANDARD & POOR'S CORPORATION

AAA -- Bonds rated AAA have the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.

AA -- 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.

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.

[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

Subadviser
Aeltus Investment Management, Inc.
242 Trumbull Street
Hartford, CT 06103-1205

Custodians
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, PA 15258

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

AETNA SERIES FUND, INC.
151 Farmington Avenue
Hartford, Connecticut 06156-8962

Statement of Additional Information dated: December __, 1996
For the Aetna Index Plus Fund

This Statement of Additional Information is not a prospectus and should be
read in conjunction with the current prospectus for the Aetna Index Plus Fund
of Aetna Series Fund, Inc. dated December __, 1996. 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

PAGE

GENERAL INFORMATION AND HISTORY

ADDITIONAL INVESTMENT RESTRICTIONS AND POLICIES OF INDEX PLUS

DESCRIPTION OF VARIOUS SECURITIES AND INVESTMENT TECHNIQUES
Options, Futures and Other Derivative Instruments
Repurchase Agreements
Variable Rate Demand Instruments
Securities Lending
Foreign Securities
Mortgage-Related Debt Securities
Asset-Backed Securities
High Risk, High-Yield Securities
Zero Coupon and Pay-in-Kind Securities
Convertibles
Warrants
When-Issued or Delayed-Delivery Securities
Portfolio Turnover

DIRECTORS AND OFFICERS OF THE FUND

CONTROL PERSONS AND PRINCIPAL HOLDERS OF INDEX PLUS

THE INVESTMENT ADVISORY AGREEMENT

SUBADVISORY AGREEMENT

THE ADMINISTRATIVE SERVICES AGREEMENT

LICENSE AGREEMENT

CUSTODIAN

INDEPENDENT AUDITORS

PRINCIPAL UNDERWRITER

DISTRIBUTION ARRANGEMENTS

BROKERAGE ALLOCATION

DESCRIPTION OF SHARES
Voting Rights

SALE AND REDEMPTION OF SHARES

NET ASSET VALUE

TAX STATUS
Qualification as a Regulated Investment Company
Excise Tax on Regulated Investment Companies
Index Plus Distributions
Sale or Redemption of Shares
Foreign Shareholders
Effect of Future Legislation; Local Tax Considerations

PERFORMANCE INFORMATION
Average Annual Total Return

GENERAL INFORMATION AND HISTORY

Aetna Series Fund, Inc. (Fund) 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 (Series). THIS STATEMENT OF ADDITIONAL INFORMATION
CONTAINS INFORMATION PERTAINING ONLY TO AETNA INDEX PLUS FUND ("Index Plus").

The investment objective and general investment policies of Index Plus are
described in the Prospectus.

ADDITIONAL INVESTMENT RESTRICTIONS AND POLICIES OF INDEX PLUS

The investment objective and certain investment restrictions of Index Plus 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 Index
Plus, without the approval of a majority of the outstanding voting securities
of Index Plus. This means the lesser of: (i) 67% of the shares of Index Plus
present at a shareholders' meeting if the holders of more than 50% of the
shares of Index Plus then outstanding are present in person or by proxy; or
(ii) more than 50% of the outstanding voting securities of Index Plus.

As a matter of fundamental policy, Index Plus will not:

(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 Index
Plus' 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 Index
Plus 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;

(3) make loans, except that, to the extent appropriate under its
investment program, Index Plus 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 Index Plus' total assets;

(4) issue any senior security (as defined in the 1940 Act), except that
(a) Index Plus may enter into commitments to purchase securities in accordance
with Index Plus' investment program, including reverse repurchase agreements,
delayed delivery and when-issued securities, which may be considered the
issuance of senior securities, (b) Index Plus 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) Index Plus 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,
Index Plus 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, Index Plus 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 Index Plus may, to the
extent appropriate under its investment program, purchase securities of
companies engaged in such activities; may enter into transactions in financial
and index futures contracts and related options; may engage in transactions on
a when-issued or forward commitment basis; and may enter into forward currency
contracts;

(7) borrow money, except that (a) Index Plus may enter into certain
futures contracts and options related thereto; (b) Index Plus may enter into
commitments to purchase securities in accordance with Index Plus' investment
program, including delayed delivery and when-issued securities and reverse
repurchase agreements; (c) for temporary or emergency purposes, Index Plus may
borrow money in amounts not exceeding 5% of the value of its total assets at
the time the loan is made and (d) for purposes of leveraging, Index Plus may
borrow money from banks (including its custodian bank) only if, immediately
after such borrowing, the value of Index Plus' 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 Index
Plus' assets fails to meet the 300% asset coverage requirement relative only
to leveraging, Index Plus 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 Index Plus, Index
Plus may be deemed to be an underwriter under the provisions of the Securities
Act of 1933 (the "1933 Act").

The Fund also has adopted certain other investment restrictions reflecting
the current investment practices of Index Plus which may be changed by the
Fund's directors and without shareholder vote. Under such restrictions, Index
Plus will not:

(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 program of Index Plus;

(2) 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). Index Plus 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%.

(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, Index Plus has
undertaken to adhere to the following investment policies, each of which may
be changed without shareholder approval:

(1) Index Plus will not invest more than 5% of the value of Index Plus'
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 Index Plus' net assets, may
be warrants which are not listed on the New York, American or any recognized
foreign stock exchange. Warrants acquired by Index Plus in units or attached
to securities may be deemed to be without value;

(2) Index Plus will not invest more than 15% of its total assets in
illiquid securities. Illiquid securities are securities that are not readily
marketable or cannot be disposed of promptly within seven days and in the
usual course of business without taking a materially reduced price. Such
securities include, but are not limited to, time deposits and repurchase
agreements with maturities longer than seven days. Securities that may be
resold under Rule 144A or securities offered pursuant to Section 4(2) of the
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) Index Plus 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 Index Plus' net assets would then
be invested in such securities.

Index Plus 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 Index Plus 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 Index Plus' 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

OPTIONS, FUTURES AND OTHER DERIVATIVE INSTRUMENTS

Index Plus may use derivative instruments as described in the prospectus under
"Investment Techniques." The following provides additional information about
these instruments.

FUTURES CONTRACTS - Index Plus may enter into futures contracts as described
in the prospectus. Index Plus may enter into futures contracts which are
traded on national futures exchanges and are standardized as to maturity date
and underlying financial instrument. The futures exchanges and trading in the
United States are regulated under the Commodity Exchange Act by the Commodity
Futures Trading Commission (the "CFTC").

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) or a
specific stock market index for a specified price at a designated date and
time. Brokerage fees are incurred when a futures contract is bought or sold
and at expiration, and margin deposits must be maintained.

Although certain futures contracts 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 Index Plus will be able to enter into an offsetting transaction
with respect to a particular contract at a particular time. If Index Plus is
not able to enter into an offsetting transaction, it will continue to be
required to maintain the margin deposits on the contract and continue to bear
the risk of market improvement.

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.

When using futures contracts as a hedging technique, 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 rates futures contract prices during a single trading day, and
temporary regulations limiting price fluctuations for stock index futures
contracts are also now in effect. The daily limits 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.

Sales of futures contracts which are intended to hedge against a change in the
value of securities held by Index Plus 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 Index Plus with a
commodities broker in a custodian account in order to initiate futures trading
and to maintain open positions in Index Plus' futures contracts. A margin
deposit is intended to assure Index Plus' 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 Index Plus. These
daily payments to and from Index Plus are called variation margin. At times of
extreme price volatility such as occurred during the week of October 19, 1987,
intra-day variation margin payments may be required. In computing daily net
asset values, Index Plus will mark-to-market the current value of its open
futures contracts. Index Plus expects to earn interest income on its initial
margin deposits. Furthermore, in the case of a futures contract purchase,
Index Plus 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 loss or
gain to Index Plus relative to the size of the margin commitment. For example,
if at the time of purchase 10% of the value of the futures contract is
deposited as margin, a subsequent 10% decrease in the value of the futures
contract would result in a total loss of the margin deposit before any
deduction for the transaction costs, if the contract were then closed out. A
15% decrease in the value of the futures contract would result in a loss equal
to 150% of the original margin deposit, if the contract were closed out. Thus,
a purchase or sale of a futures contract may result in losses in excess of the
amount initially invested in the futures contract. However, Index Plus 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.

Index Plus can enter into options on futures contacts. See "Covered Call and
Put Options" below. 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
Index Plus 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
Index Plus' obligation might be more or less than the premium received when it
originally wrote the option. Further, Index Plus might occasionally not be
able to close the option because of insufficient activity in the options
market.
COVERED CALL AND PUT OPTIONS - Index Plus may write (sell) covered call
options and purchase put options and may purchase call and sell put options
including options on securities, indices and futures as discussed in the
prospectus and in this Section. A call option gives the holder (buyer) the
right to buy and obligates the writer (seller) to sell a security or financial
instrument at a stated price (strike price) at any time until a designated
future date when the option expires (expiration date). A put option gives the
holder (buyer) the right to sell and obligates the writer (seller) to purchase
a security or financial instrument at a stated price at any time until the
expiration date. Index Plus may write or purchase put or call options listed
on national securities exchanges in standard contracts or may write or
purchase put or call options with or directly from investment dealers meeting
the creditworthiness criteria of ALIAC.

So long as the obligation of the writer of a call option continues, the writer
may be assigned an exercise notice by the broker-dealer through which such
option was settled, requiring the writer 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 the writer's obligation to
deliver the underlying security, a writer of a call option 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. Index Plus will
only write a call option on a security which it already owns and will not
write call options on when-issued securities.

When writing a call option, in return for the premium, the writer gives up the
opportunity to profit from the 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 expires unexercised, the writer
will realize a gain in the amount of the premium; however, such gain may be
offset by a decline in the market value of the underlying security during the
option period. If the call option is exercised, the writer would realize a
gain or loss from the transaction depending on what it received from the call
and what it paid for the underlying security.

Index Plus may purchase and write call options on stock indices, including the
S&P 500, as well as on any individual stock, as described below. Index Plus
will use these techniques primarily as a temporary substitute for taking
positions in certain securities or in the securities that comprise the index,
particularly if ALIAC considers these instruments to be undervalued relative
to the prices of particular securities or of the securities that comprise the
index.

An option on an index (or a particular security) is a contract that gives the
purchaser of the option, in return for the premium paid, the right to receive
from the writer of the option cash equal to the difference between the closing
price of the index (or security) and the exercise price of the option,
expressed in dollars, times a specified multiple (the "multiplier"). Index
Plus may, in particular, purchase call options on an index (or a particular
security) to protect against increases in the price of securities underlying
that index (or individual securities) that Index Plus intends to purchase
pending its ability to invest in such securities in an orderly manner.

In the case of a put option, as long as the obligation of the put writer
continues, it may be assigned an exercise notice by the broker-dealer through
which such option was sold, requiring the writer to take delivery of the
underlying security against payment of the exercise price. A writer has no
control over when it may be required to purchase the underlying security,
since it may be assigned an exercise notice at any time prior to the
expiration date. This obligation terminates earlier if the writer effects a
closing purchase transaction by purchasing a put of the same series as that
previously sold.

To secure its obligation to pay for the underlying security, the writer of a
put generally must deposit in escrow liquid assets with a value equal to or
greater than the exercise price of the put option. The writer therefore
foregoes the opportunity of investing the segregated assets or writing calls
against those assets. Index Plus may write put options on debt securities or
futures, only if such puts are covered by segregated liquid assets.

In writing puts, there is the risk that a writer may be required to buy the
underlying security at a disadvantageous price. Writing a put covered by
segregated liquid assets equal to the exercise of the put has the same
economic effect as writing a covered call option. The premium the writer
receives from writing a put option represents a profit, as long as the price
of the underlying instrument remains above the exercise price; however, if the
put is exercised, the writer is obligated during the option period to buy the
underlying instrument from the buyer of the put at the exercise price, even
though the value of the investment may have fallen below the exercise price.
If the put lapses unexercised, the writer realizes a gain in the amount of the
premium. If the put is exercised, the writer may incur a loss, equal to the
difference between the exercise price and the current market value of the
underlying instrument.

Index Plus may purchase put options when ALIAC believes that a temporary
defensive position is desirable in light of market conditions, but does not
desire to sell a portfolio security. The purchase of put options for these
purposes may be used to protect Index Plus' 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 Index Plus, 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, Index Plus will reduce any profit it might
otherwise have realized in its underlying security by the premium paid for the
put option and by transaction costs. The security covering the call or put
option will be segregated at Index Plus' custodian.

The premium received from writing a call or put option, or paid for purchasing
a call or 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 Index Plus for writing call options will be recorded
as a liability in the statement of assets and liabilities of Index Plus. 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 Index Plus when purchasing a put option will be recorded as an
asset in the statement of assets and liabilities of Index Plus. 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 Index Plus 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
Index Plus 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 Index Plus will be able to
effect a closing transaction at a favorable price. If Index Plus 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. Index Plus 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 value of the underlying security at the time the option is written.
From time to time, Index Plus 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.

Index Plus 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 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 option. Also, because increases
in the market price of a call option will generally reflect increases in the
market price of the underlying security, any loss resulting from the
repurchase of a call option is likely to be offset in whole or in part by
appreciation of the underlying security owned by Index Plus. Any profits from
writing covered call options are considered short-term gain for federal income
tax purposes and, when distributed by Index Plus, are taxable as ordinary
income.

FOREIGN FUTURES CONTRACTS AND FOREIGN OPTIONS - Index Plus may engage in
transactions in foreign futures contracts and foreign options. Participation
in foreign futures contracts and foreign options transactions involves the
execution and clearing of trades on or subject to the rules of a foreign board
of trade. Neither the CFTC, the National Futures Association ("NFA") nor any
domestic exchange regulates activities of any foreign boards of trade
including the execution, delivery and clearing of transactions, or has the
power to compel enforcement of the rules of a foreign board of trade or any
applicable foreign laws. Generally, the foreign transaction will be governed
by applicable foreign law. This is true even if the exchange is formally
linked to a domestic market so that a position taken on the market may be
liquidated by a transaction on another market. Moreover, such laws or
regulations will vary depending on the foreign country in which the foreign
futures contract or foreign options transaction occurs. Investors which trade
foreign futures contracts or foreign options contracts may not be afforded
certain of the protective measures provided by domestic exchanges, including
the right to use reparations proceedings before the CFTC and arbitration
proceedings provided by the NFA. In particular, funds received from customers
for foreign futures contracts or foreign options transactions may not be
provided the same protections as funds received for transactions on United
States futures exchanges. The price of any foreign futures contracts or
foreign options contract and, therefore, the potential profit and loss
thereon, may be affected by an variance in the foreign exchange rate between
the time an order is placed and the time it is liquidated, offset or
exercised.

OPTIONS ON FOREIGN CURRENCIES - Index Plus may write and purchase calls on
foreign currencies. Index Plus may purchase and write puts and calls on
foreign currencies that are traded on a securities or commodities exchange or
quoted by major recognized dealers in such options for the purposes of
protecting against declines in the dollar value of foreign securities and
against increases in the dollar cost of foreign securities to be acquired. If
a rise is anticipated in the dollar value of a foreign currency in which
securities to be required are denominated, the increased cost of such
securities may be partially offset by purchasing calls or writing puts on that
foreign currency. If a decline in the dollar value of a foreign currency is
anticipated, the decline in value of portfolio securities denominated in that
currency may be partially offset by writing calls or purchasing puts on that
foreign currency. In the event of rate fluctuations adverse to Index Plus'
position, it would lose the premium it paid and transaction costs. A call
written on a foreign currency by the Series is covered if Index Plus owns the
underlying foreign currency covered by the call or has an absolute and
immediate right to acquire that foreign currency without additional cash
consideration (or for additional cash consideration held in a segregated
account by its custodian) upon conversion or exchange of other foreign
currency held in its portfolio. A call may be written by Index Plus on a
foreign currency to provide a hedge against a decline due to an expected
adverse change in the exchange rate in the U.S. dollar value of a security
which Index Plus owns or has the right to acquire and which is denominated in
the currency underlying the option. This is a "cross-hedging" strategy. In
such circumstances, the Series collateralizes the position by maintaining in a
segregated account with Index Plus' custodian cash or U.S. Government
securities in an amount not less than the value of the underlying foreign
currency in U.S. dollars marked-to-market daily.

FORWARD EXCHANGE CONTRACTS - Index Plus may enter into forward contracts for
foreign currency ("forward exchange contracts"), which obligate the seller to
deliver and the purchaser to take a specific amount of a specified foreign
currency at a future date at a price set at the time of the contract. These
contracts are generally traded in the interbank market conducted directly
between currency traders and their customers. Index Plus may enter into a
forward exchange contract in order to "lock in" the U.S. dollar price of a
security denominated in a foreign currency which it has purchased or sold but
which has not yet settled (a "transaction hedge"); or to lock in the value of
an existing portfolio security (a "position hedge"); or to protect against a
possible loss resulting from an adverse change in the relationship between the
U.S. dollar and a foreign currency. There is a risk that use of forward
exchange contracts may reduce the gain that would otherwise result from a
change in the relationship between the U.S. dollar and a foreign currency.
Forward exchange contracts include standardized foreign currency futures
contracts which are traded on exchanges and are subject to procedures and
regulations applicable to futures. Index Plus may also enter into a forward
exchange contract to sell a foreign currency which differs from the currency
in which the underlying security is denominated. This is done in the
expectation that there is a greater correlation between the foreign currency
of the forward exchange contract and the foreign currency of the underlying
investment than between the U.S. dollar and the foreign currency of the
underlying investment. This technique is referred to as "cross-hedging." The
success of cross-hedging is dependent on many factors, including the ability
of ALIAC to correctly identify and monitor the correlation between foreign
currencies and the U.S. dollar. To the extent that the correlation is not
identical, Index Plus may experience losses or gains on both the underlying
security and the cross currency hedge.

Index Plus may use forward exchange contracts to protect against uncertainty
in the level of future exchange rates. The use of forward exchange contracts
does not eliminate fluctuations in the prices of the underlying securities
Index Plus owns or intends to acquire, but it does fix a rate of exchange in
advance. In addition, although forward exchange contracts limit the risk of
loss due to a decline in the value of the hedged currencies, at the same time
they limit any potential gain that might result should the value of the
currencies increase.

There is no limitation as to the percentage of Index Plus' assets that may be
committed to forward exchange contracts. Index Plus will not enter into a
"cross-hedge," unless it is denominated in a currency or currencies that ALIAC
believes will have price movements that tend to correlate closely with the
currency in which the investment being hedged is denominated.

Index Plus' custodian will place cash or U.S. Government securities or other
liquid high-quality debt securities in a separate account of Index Plus having
a value equal to the aggregate amount of Index Plus' commitments under forward
contracts entered into with respect to position hedges and cross-hedges. If
the value of the securities placed in the separate account declines,
additional cash or securities will be placed in the account on a daily basis
so that the value of the account will equal the amount of Index Plus'
commitments with respect to such contracts. As an alternative to maintaining
all or part of the separate account, Index Plus may purchase a call option
permitting Index Plus to purchase the amount of foreign currency being hedged
by a forward sale contract at a price no higher than the forward contract
price, or Index Plus may purchase a put option permitting the Series to sell
the amount of foreign currency subject to a forward purchase contract at a
price as high or higher than the forward contract price. Unanticipated changes
in currency prices may result in poorer overall performance for Index Plus
than if it had not entered into such contracts.

The precise matching of the forward contract amounts and the value of the
securities involved will not generally be possible because the future value of
such securities in foreign currencies will change as a consequence of market
movements in the value of these securities between the date the forward
contract is entered into and the date it is sold. Accordingly, it may be
necessary for Index Plus to purchase additional foreign currency on the spot
(i.e., cash) market (and bear the expense of such purchase), if the market
value of the security is less than the amount of foreign currency Index Plus
is obligated to deliver and if a decision is made to sell the security and
make delivery of the foreign currency. Conversely, it may be necessary to sell
on the spot market some of the foreign currency received upon the sale of the
portfolio security if its market value exceeds the amount of foreign currency
Index Plus is obligated to deliver. The projection of short-term currency
market movements is extremely difficult, and the successful execution of a
short-term hedging strategy is highly uncertain. Forward contracts involve the
risk that anticipated currency movements will not be accurately predicted,
causing Index Plus to sustain losses on these contracts and transactions
costs.

At or before the maturity of a forward exchange contract requiring Index Plus
to sell a currency, Index Plus may either sell a portfolio security and use
the sale proceeds to make delivery of the currency or retain the security and
offset its contractual obligation to deliver the currency by purchasing a
second contract pursuant to which Index Plus will obtain, on the same maturity
date, the same amount of the currency that it is obligated to deliver.
Similarly, Index Plus may close out a forward contract requiring it to
purchase a specified currency by entering into a second contract entitling it
to sell the same amount of the same currency on the maturity date of the first
contract. Index Plus would realize a gain or loss as a result of entering into
such an offsetting forward contract under either circumstance to the extent
the exchange rate(s) between the currencies involved moved between the
execution dates of the first contract and the offsetting contract.

The cost to Index Plus of engaging in forward exchange contracts varies with
factors such as the currencies involved, the length of the contract period and
the market conditions then prevailing. Because forward contracts are usually
entered into on a principal basis, no fees or commissions are involved.
Because such contracts are not traded on an exchange, ALIAC must evaluate the
credit and performance risk of each particular counterparty under a forward
contract.

Although Index Plus values its assets daily in terms of U.S. dollars, it does
not intend to convert its holdings of foreign currencies into U.S. dollars on
a daily basis. Index Plus may convert foreign currency from time to time, and
investors should be aware of the costs of currency conversion. Foreign
exchange dealers do not charge a fee for conversion, but they do seek to
realize a profit based on the difference between the prices at which they buy
and sell various currencies. Thus, a dealer may offer to sell a foreign
currency to Index Plus at one rate, while offering a lesser rate of exchange
should Index Plus desire to resell that currency to the dealer.

RESTRICTIONS ON THE USE OF FUTURES AND OPTION CONTRACTS - CFTC regulations
require that all short futures positions be entered into for the purpose of
hedging the value of securities held, 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, and accrued
profits on such positions. With respect to futures contracts or related
options that are entered into for purposes that may be considered speculative,
the aggregate initial margin for future contracts and premiums for options
will not exceed 5% of Index Plus' net assets, after taking into account
realized profits and unrealized losses on such futures contracts.

Index Plus' ability to engage in the hedging transactions described herein may
be limited by the current federal income tax requirement that Index Plus
derive less than 30% of its gross income from the sale or other disposition of
stock or securities held for less than three months.

INTEREST RATE SWAP TRANSACTIONS - Swap agreements entail both interest rate
risk and credit risk. There is a risk that, based on movements of interest
rates in the future, the payments made by Index Plus under a swap agreement
will have been greater than those received by it. Credit risk arises from the
possibility that the counterparty will default. If the counterparty to an
interest rate swap defaults, Index Plus' loss will consist of the net amount
of contractual interest payments that Index Plus has not yet received. ALIAC
will monitor the creditworthiness of counterparties to Index Plus' interest
rate swap transactions on an ongoing basis. Index Plus will enter into swap
transactions with appropriate counterparties pursuant to master netting
agreements. A master netting agreement provides that all swaps done between
Index Plus and that counterparty under that master agreement shall be regarded
as parts of an integral agreement. If on any date amounts are payable in the
same currency in respect of one or more swap transactions, the net amount
payable on that date in that currency shall be paid. In addition, the master
netting agreement may provide that if one party defaults generally or on one
swap, the counterparty may terminate the swaps with that party. Under such
agreements, if there is a default resulting in a loss to one party, the
measure of that party's damages is calculated by reference to the average cost
of a replacement swap with respect to each swap (i.e., the mark-to-market
value at the time of the termination of each swap). The gains and losses on
all swaps are then netted, and the result is the counterparty's gain or loss
on termination. The termination of all swaps and the netting of gains and
losses on termination is generally referred to as "aggregation."

ADDITIONAL RISK FACTORS IN USING DERIVATIVES - In addition to any risk factors
which may be described elsewhere in this section, or in the prospectus under
"Investment Techniques" and "Risk Factors and Other Considerations," the
following sets forth certain information regarding the potential risks
associated with Index Plus' transactions in derivatives.

Risk of Imperfect Correlation - Index Plus' 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 assets being hedged.
If the values of the assets being hedged do not move in the same amount or
direction as the underlying security or index, the hedging strategy for Index
Plus might not be successful and Index Plus 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, Index Plus' 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. Index Plus 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 indices 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 the underlying futures contract will not be fully reflected in the
value of the option purchased. The risk of imperfect correlation, however,
generally tends to diminish as the maturity date of the futures contract or
termination date of the option approaches. The risk incurred in purchasing an
option on a futures contract is limited to the amount of the premium plus
related transaction costs, although it may be necessary under certain
circumstances to exercise the option and enter into the underlying futures
contract in order to realize a profit. Under certain extreme market
conditions, it is possible that Index Plus will not be able to establish
hedging positions, or that any hedging strategy adopted will be insufficient
to completely protect Index Plus.

Index Plus will purchase or sell futures contracts or options for hedging
purposes, only if, in ALIAC'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 assets being hedged for the hedge to be effective.
There can be no assurance that ALIAC'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 markets are subject to initial deposit and variation margin
requirements. This could require Index Plus to post additional cash or cash
equivalents as the value of the position fluctuates. Rather than meeting
additional variation margin requirements, investors may close futures
contracts through offsetting transactions which could distort the normal
relationship between the cash and futures markets. Second, the liquidity of
the futures or options market may be lacking. Prior to exercise or
expiration, a futures or option position may be terminated only by entering
into a closing purchase or sale transaction, which requires a secondary market
on the exchange on which the position was originally established. While Index
Plus 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 Index
Plus, which could require Index Plus 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 Index Plus' 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 indices involve the risk that if
ALIAC's judgment concerning the general direction of interest rates is
incorrect, Index Plus' overall performance may be poorer than if it had not
entered into any such contract. For example, if Index Plus 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, Index Plus 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 Index
Plus 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 Fund does not believe that these trading
and position limits will have an adverse impact on the hedging strategies
regarding Index Plus.

REPURCHASE AGREEMENTS

Index Plus may enter into repurchase agreements with domestic banks and
broker-dealers meeting certain size and creditworthiness standards established
by the Fund's Board of Directors. A repurchase agreement allows Index Plus to
determine the yield during Index Plus' 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 Index Plus. 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 Index Plus. In that event,
Index Plus 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, Index Plus' ability to liquidate the
collateral may be delayed or limited. Under the 1940 Act, repurchase
agreements are considered loans by Index Plus. Repurchase agreements maturing
in more than seven days will not exceed 15 percent of the total assets of
Index Plus.

VARIABLE RATE DEMAND INSTRUMENTS

Variable rate demand instruments (including floating rate instruments) held by
Index Plus may have maturities of more than one year, provided: (i) Index Plus
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. Index
Plus 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, Index Plus might be unable to dispose of the note and a loss would
be incurred to the extent of the default. Index Plus 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 Index Plus 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
Index Plus' policies and restrictions on illiquid securities.

SECURITIES LENDING

Index Plus can lend securities in its portfolio subject to the following
conditions: (a) the borrower will provide collateral equal to an amount of at
least 100% of the then current market value of the loaned securities
throughout the life of the loan; (b) loans will be made subject to the rules
of the New York Stock Exchange; (c) the loan collateral will be either cash,
direct obligations of the U.S. government or agencies thereof or irrevocable
letters of credit; (d) cash collateral will be invested only in highly liquid
short-term investments; (e) during the existence of a loan, Index Plus will
continue to receive any distributions paid on the borrowed securities or
amounts equivalent thereto; and (f) no more than one-third of the net assets
of Index Plus will be on loan at any one time. A loan may be terminated at any
time by the borrower or lender upon proper notice.

In ALIAC's opinion, lending portfolio securities to qualified broker-dealers
affords Index Plus a means of increasing the yield on its portfolio. Index
Plus 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.
Index Plus will continue to receive the interest or dividends paid on any
securities loaned, or amounts equivalent thereto. Although voting rights will
pass to the borrower of the securities, whenever a material event affecting
the borrowed securities is to be voted on, ALIAC will regain or direct the
vote with respect to loaned securities.

The primary risk Index Plus 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 Index Plus would be an unsecured creditor as to such shortage
and might not be able to recover all or any of it.

FOREIGN SECURITIES

Investments in foreign securities, including futures and options contracts,
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 Index Plus 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 issuer than
about a U.S. issuer, and foreign issuers may not be subject to accounting,
auditing, and financial reporting standards and requirements comparable to or
as uniform as those of U.S. issuers. Foreign securities markets, while
growing in volume, have, for the most part, substantially less volume than
U.S. markets. Securities of many foreign issuers are less liquid and their
prices more volatile than securities of comparable U.S. issuers.
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
Fund 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 be made only 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 Index Plus, but also indirectly bear similar expenses of the
underlying closed-end fund. Also, as a result of Index Plus' policy of
investing in closed-end mutual funds, investors in Index Plus 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 Index Plus or its investors.

Depositary receipts are typically dollar denominated, although their market
price is subject to fluctuations of the foreign currency in which the
underlying securities are denominated. Depositary receipts include: (a)
American Depositary Receipts (ADRs), which are typically designed for U.S.
investors and held either in physical form or in book entry form; (b) European
Depositary Receipts (EDRs), which are similar to ADRs but may be listed and
traded on a European exchange as well as in the United States. Typically,
these securities are traded on the Luxembourg exchange in Europe; and (c)
Global Depositary Receipts (GDRS), which are similar to EDRS although they may
be held through foreign clearing agents such as Euroclear and other foreign
depositories. Depositary receipts are not considered foreign securities for
purposes of the Series' investment limitation concerning investment in foreign
securities.

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, the securities and guarantees of which are backed by the full faith
and credit of the United States. FNMA, a federally chartered and privately
owned corporation, and FHLMC, a federal corporation, are instrumentalities of
the United States with Presidentially-appointed board members. The obligations
of FNMA and FHLMC are not explicitly guaranteed by the full faith and credit
of the federal government.

Pass-through, mortgage-related securities are characterized by monthly
payments to the holder, reflecting the monthly payments made by the borrowers
who received the underlying mortgage loans. The payments to the security
holders, like the payments on the underlying loans, represent both principal
and interest. Although the underlying mortgage loans are for specified
periods of time, often twenty or thirty years, the borrowers can repay such
loans sooner. Thus, the security holders frequently receive repayments of
principal, in addition to the principal which is part of the regular monthly
payment. A borrower is more likely to repay a mortgage which bears a
relatively high rate of interest. This means that in times of declining
interest rates, some higher yielding securities held by Index Plus might be
converted to cash, and Index Plus 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 Index Plus 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, Index Plus may also invest in collateralized
mortgage obligations (CMOs). CMOs are securities which are collateralized by
mortgage pass-through securities. Cash flows from underlying mortgages are
allocated to various classes or tranches in a predetermined, specified order.
Each sequential tranche has a "stated maturity" - the latest date by which the
tranche can be completely repaid, assuming no 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 are typically structured as "pass-through" securities. In these
arrangements, the underlying mortgages are held by the issuer, which then
issues debt collateralized by the underlying mortgage assets. The security
holder thus owns an obligation of the issuer and payment of interest and
principal on such obligations is made from payments generated by the
underlying mortgage assets. The underlying mortgages may be guaranteed as to
payment of principal and interest by an agency or instrumentality of the U.S.
Government such as GNMA or otherwise backed by FNMA or FHLMC. Alternatively,
such securities may be backed by mortgage insurance, letters of credit or
other credit enhancing features. CMOs are issued by private entities. They are
not directly guaranteed by any government agency and are secured by the
collateral held by the issuer.

ASSET-BACKED SECURITIES

Asset-backed securities are collateralized by short-term loans such as
automobile loans, home equity loans, or credit card receivables. The payments
from the collateral are passed through to the security holder. As noted above
with respect to CMOs, the average life for these securities is the
conventional proxy for maturity. Asset-backed securities may pay all interest
and principal to the holder, or they may pay a fixed rate of interest, with
any excess over that required to pay interest going either into a reserve
account or to a subordinate class of securities, which may be retained by the
originator. The originator may guarantee interest and principal payments.
These guarantees often do not extend to the whole amount of principal, but
rather to an amount equal to a multiple of the historical loss experience of
similar portfolios.

Two varieties of asset-backed securities are CARs and CARDs. CARs are
securities, representing either ownership interests in fixed pools of
automobile receivables, or debt instruments supported by the cash flows from
such a pool. CARDs are participations in fixed pools of credit accounts.
These securities have varying terms and degrees of liquidity.

Asset-backed securities may be subject to the type of prepayment risk
discussed above due to the possibility that prepayments on the underlying
assets will alter the cash flow. Faster prepayments will shorten the average
life and slower prepayments will lengthen it.

The coupon rate of interest on mortgage-related and asset-backed securities is
lower than the interest rates paid on the mortgages included in the underlying
pool, by the amount of the fees paid to the mortgage pooler, issuer, and/or
guarantor. Actual yield may vary from the coupon rate, however, if such
securities are purchased at a premium or discount, trade 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

Index Plus 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 higher quality debt securities. These securities 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 Index Plus' 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 Index Plus' objectives, ALIAC seeks to identify
situations in which the rating agencies have not fully perceived the value of
the security or in which ALIAC believes that future developments will enhance
the creditworthiness and the ratings of the issuer.

The yields earned on high risk, high-yield securities (junk bonds) generally
are higher than those of higher quality 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 those 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 bonds) owned by Index Plus defaults, Index Plus 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 Index Plus' net asset value.
Furthermore, in the case of high risk, high-yield securities (junk bonds)
structured as zero coupon or pay-in-kind securities, their market prices are
affected to a greater extent by interest rate changes and thereby tend to be
more speculative and volatile than securities which pay interest periodically
and in cash.

(2) PAYMENT EXPECTATIONS. High risk, high-yield securities (junk bonds),
like other debt instruments, present risks based on payment expectations. For
example, these securities may contain redemption or call provisions. If an
issuer exercises these provisions in a declining interest rate market, Index
Plus 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. Some high risk, high-yield securities
(junk bonds) are traded among a small number of broker-dealers rather than in
a broad secondary market. Many of these securities may not be as liquid as
investment grade bonds. The ability to value or sell these securities will be
adversely affected to the extent that such securities are thinly traded or
illiquid. Adverse publicity and investor perceptions, whether or not based on
fundamental analysis, may decrease or increase the value 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 Investors Service, Inc. and Standard & Poor's Corporation are
considered, ALIAC 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 Index Plus'
investment objective may be more dependent on ALIAC's own credit analysis than
might be the case for a fund which does not invest in these securities.

(5) LEGISLATION. Legislation may have a negative impact on the market for
high risk, high-yield securities (junk bonds), such as legislation requiring
federally-insured savings and loan associations to divest themselves of their
investments in these securities.

ZERO COUPON AND PAY-IN-KIND SECURITIES

Index Plus may invest in zero coupon securities and pay-in-kind securities.
In addition, Index Plus 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 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 deferred interest securities
generally are more volatile than the market prices of securities with similar
maturities that pay interest periodically and are likely to respond to changes
in interest rates to a greater degree than do non-zero coupon securities
having similar maturities and credit quality.

The risks associated with lower-rated debt securities apply to these
securities. Zero coupon and pay-in-kind securities are also subject to the
risk that in the event of a default, Index Plus 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
warrants' subscription rights.

WHEN-ISSUED OR DELAYED-DELIVERY SECURITIES

During any period that Index Plus has outstanding a commitment to purchase
securities on a when-issued or delayed-delivery basis, Index Plus 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 Index Plus will be required to pay on settlement,
additional assets may be required to be added to the segregated account. Such
segregated accounts could affect Index Plus' liquidity and ability to manage
its portfolio. When Index Plus 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 Index Plus'
incurring a loss or missing an opportunity to invest securities held in the
segregated account more advantageously. Index Plus 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 Index Plus
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

Index Plus' policies on portfolio turnover are discussed in the prospectus.

DIRECTORS AND OFFICERS OF THE FUND

The investments and administration of the Fund are under the direction of the
Board of Directors. The Directors and executive officers of the Fund and their
principal occupations for the past five years are listed below. Those
Directors who are "interested persons," as defined in the 1940 Act, are
indicated by an asterisk (*). All Directors and officers hold similar
positions with other investment companies in the same Fund Complex managed by
ALIAC as the investment adviser. The Fund Complex presently consists of Aetna
Series Fund, Inc., Aetna Variable Fund, Aetna Income Shares, Aetna Variable
Encore Fund, Aetna Investment Advisers Fund, Inc., Aetna GET Fund (Series B
and Series C), Aetna Generation Portfolios, Inc. and Aetna Variable
Portfolios, Inc.

<TABLE>
<CAPTION>
<S> <C> <C>
Position(s) Principal Occupation During Past Five Years
Held with (and Positions held with Affiliated Persons
Name, Address and Age Registrant or Principal Underwriters of the Registrant)
- ------------------------ ---------------- ---------------------------------------------------

Shaun P. Mathews* Director and Chief Executive, Aetna Investment Services,
151 Farmington Avenue President Inc., October, 1995 to Present; President,
Hartford, Connecticut Aetna Investment Services, Inc., March, 1994
Age 41 to Present; Director and Chief Operating Officer,
Aetna Investment Services, Inc., July 1993 to
Present; Director and Senior Vice President, Aetna
Insurance Company of America, February 1993 to
Present; Senior Vice President and Director of
Aetna Life Insurance and Annuity Company
("ALIAC"), March 1991 to Present; Vice President
of Aetna Life Insurance Company, 1991 to Present.

Wayne F. Baltzer Vice President Assistant Vice President, ALIAC, May 1991
151 Farmington Avenue to present; Vice President, Aetna
Hartford, Connecticut Investment Services, Inc.
Age 53

Martin T. Conroy Vice President Assistant Treasurer, ALIAC, October 1991 to
151 Farmington Avenue present; Executive Vice President and
Hartford, Connecticut Director of Fund Accounting, The Boston
Age 56 Company, Inc., June 1988 to October 1991.

J. Scott Fox Vice President Director, Managing Director, Chief Operating
242 Trumbull Street and Treasurer Officer, Chief Financial Officer and Treasurer,
Hartford, Connecticut Aeltus Investment Management, Inc. (Aeltus),
Age 41 April 1994 to present; Managing Director and
Treasurer, Equitable Capital Management Corp.,
March 1987 to September 1993; Director and
Chief Financial Officer, Aeltus Capital, Inc. and
Aeltus Trust Company Inc. Director, President
and Chief Executive Officer, Aetna Investment
Management, (Bermuda) Holding, Ltd.

Susan E. Bryant Secretary Counsel, ALIAC and Aetna Inc. (formerly Aetna Life
151 Farmington Avenue and Casualty Company), March 1993 to
Hartford, Connecticut Present; General Counsel and Corporate
Age 48 Secretary, First Investors Corporation,
April 1991 to March 1993.

Morton Ehrlich Director Chairman and Chief Executive Officer,
1000 Venetian Way Integrated Management Corp. (an entrepre-
Miami, Florida neurial company) and Universal Research
Age 61 Technologies, January 1992 to Present;
Director and Chairman, Audit Committee,
National Bureau of Economic Research, 1985
to 1992; President, LIFECO Travel Services
Corp., October 1988 to December 1991.

Maria T. Fighetti Director Attorney, New York City Department of
325 Piermont Road Mental Health, 1973 to Present.
Closter, New Jersey
Age 53

David L. Grove Director Private Investor; Economic/Financial Con-
5 The Knoll sultant, December 1988 to Present.
Armonk, New York
Age 77

Timothy A. Holt* Director Director, Aeltus, April, 1996 to Present.
151 Farmington Avenue Director, Senior Vice President and Chief
Hartford, Connecticut Financial Officer, ALIAC, February 1996 to
Age 43 Present; Senior Vice President, Business
Strategy & Finance, Aetna Retirement
Services, Inc., February 1996 to Present;
Vice President, Portfolio Management/
Investment Group, Aetna Inc. (formerly Aetna Life
and Casualty Company), August 1992 to February
1996.

Daniel P. Kearney* Director Chairman (since February 1996), Director
151 Farmington Avenue (since March 1991) and President (since
Hartford, Connecticut March 1994), ALIAC; Executive Vice President
Age 57 (since December 1993), and Group Executive,
Investment Division (from February 1991 to
December 1993), Aetna Inc. (formerly Aetna Life
and Casualty Company). Director, Aeltus,
April, 1996 to Present.

Sidney Koch Director Senior Adviser, Hambro America, Inc.,
455 East 86th Street January, 1993 to Present; Senior Adviser,
New York, New York Daiwa Securities America, Inc. January 1991
Age 60 to January 1993.

Corine T. Norgaard Director, Chair Dean of the School of Management, State
School of Management Audit Committee University of New York (Binghamton), August
Binghamton University and Contract 1993 to Present; Professor, Accounting,
Binghamton, New York Committee University of Connecticut (Storrs,
Age 59 Connecticut), September 1969 to June 1993;
Director, The Advest Group, Inc. (holding
company for brokerage firm) from August,
1983 to Present.

Richard G. Scheide Director Private Banking Consultant, July 1992 to
11 Lily Street Present; Consultant, Fleet Bank, from July
Nantucket, Massachusetts 1991 to July 1992.
Age 67
<FN>

* Interested persons as defined in the 1940 Act.
</TABLE>

During the year ended October 31, 1995, members of the Board of Directors who
are also directors, officers or employees of Aetna Inc. and its affiliates
were not entitled to any compensation from Index Plus. Members of the Board of
Directors who are not affiliated as employees of Aetna or its subsidiaries
received an annual retainer of $5,000 for service on the Board, and a fee of
$200 per Series for each meeting of such Board (equal to an aggregate annual
fee of $10,400). They also received a fee of $1,000 per Audit Committee
meeting, and $2,500 per Contract Committee meeting.

As of October 31, 1995, the unaffiliated members of the Board of Directors
received compensation in the amounts included in the following table. None of
these Directors were entitled to receive pension or retirement benefits.

<TABLE>
<CAPTION>
<S> <C> <C>
Total Compensation from
Aggregate Compensation Registrant and Fund
Name of Person, Position from Registrant Complex* Paid to Directors
- ------------------------ ----------------------- ---------------------------

Corinne Norgaard $ 18,550 $ 49,500
Director and Chairman,
Audit and Contract
Committees

Sidney Koch $ 16,800 $ 45,500
Director and Member,
Audit and Contract
Committees

Maria T. Fighetti $ 15,800 $ 44,500
Director and Member,
Audit and Contract
Committees

Morton Ehrlich $ 15,800 $ 44,500
Director and Member,
Audit and Contract
Committees

Richard G. Scheide $ 16,725 $ 45,000
Director and Member,
Audit and Contract
Committees

David L. Grove $ 16,725** $ 45,000**
Director and Member,
Audit and Contract
Committees
<FN>

* Fund Complex presently consists of: Aetna Series Fund, Inc., Aetna
Variable Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna
Investment Advisers Fund, Inc., Aetna Get Fund (Series B and Series C), Aetna
Generation Portfolios, Inc. and Aetna Variable Portfolios, Inc.

** Mr. Grove elected to defer all such compensation.
</TABLE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF INDEX PLUS

As of ____________, 1996, ALIAC owned _______ (__%) shares of Aetna Index
Plus.

THE INVESTMENT ADVISORY AGREEMENT

The Fund, on behalf of EACH Series, has entered into an investment advisory
agreement ("Advisory Agreement") appointing ALIAC as the investment adviser of
the Series. The Advisory Agreement was adopted by the Board of Directors in
______, 1996 and approved by the shareholders in ________, 1996. The Advisory
Agreement is effective through December 31, 1997. The Advisory Agreement 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 Series, at a meeting, called for that purpose, and held in
person. The Advisory Agreement may be terminated without penalty at any time
by the Directors or by a majority vote of the outstanding voting securities of
EACH Series. It may be terminated on sixty days' written notice by ALIAC. The
Advisory Agreement terminates automatically in the event of assignment. Under
the Advisory Agreement and subject to the direction of the Board of Directors
of the Fund, ALIAC has responsibility for supervising all aspects of the
operations of the Series including the selection, purchase and sale of
securities on behalf of the Series, the calculation of net asset values and
the preparation of financial and other reports as requested by the Board.
Under the Advisory Agreement, ALIAC is given the right to delegate any or all
of its obligations to a subadviser.

The Advisory Agreement provides 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 Fund and the Series is responsible for payment of
all other of its costs.

For its services, ALIAC receives the following annual investment advisory fees
expressed as a percentage of the daily net assets of Index Plus:

Index Plus
Fee Assets
________ _________________

_______% $_______ million

ALIAC has agreed to reimburse each Series 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 Series are registered for sale having the most stringent expense
reimbursement provisions. As of the date of this Statement, the most stringent
limitation rate applicable to each Series is 2 1/2% of the first $30 million
of the Series' average net assets, 2% of the next $70 million of the Series'
average net assets, and 1 1/2% of the remaining average net assets of the
Series for any fiscal year. See "Fee Tables" in the Prospectus.

Unless terminated earlier, the Advisory Agreement remains 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 Advisory Agreement 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 Series, or (iii) ALIAC.

SUBADVISORY AGREEMENT

ALIAC and the Fund, on behalf of each Series, have entered into a subadvisory
agreement ("Subadvisory Agreement") with Aeltus Investment Management, Inc.
("Aeltus") effective _______, 1996. This Subadvisory Agreement was adopted by
the Board of Directors in _______, 1996 and approved by the shareholders in
______, 1996. This Subadvisory Agreement will be effective through December
31, 1997. The Subadvisory Agreement 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. The Subadvisory Agreement
may be terminated without penalty at any time by the Directors or by a
majority of the outstanding voting securities of each Series or it may be
terminated on sixty days' written notice by ALIAC, the Fund or the Subadviser.
The Subadvisory Agreement terminates automatically in the event of its
assignment.

Under the Subadvisory Agreement, Aeltus is responsible for managing the assets
of each Series in accordance with its investment objectives and policies,
subject to the supervision of ALIAC, the Fund 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.

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 Index Plus as follows.
This fee is not charged to the Fund but is paid by ALIAC out of its investment
advisory fees.

Index Plus
Fee Assets
________ _________________

_______% $_______ million

ALIAC, as the investment adviser, retains overall responsibility for
monitoring the investment program maintained by Aeltus for compliance with
applicable laws and regulations and Index Plus' investment objective and
policies.

THE ADMINISTRATIVE SERVICES AGREEMENT

Pursuant to an Administrative Services Agreement described below, ALIAC acts
as administrator and provides certain administrative and shareholder services
necessary for Series 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 Series pays ALIAC a monthly fee at an annual rate based
on average net assets as described in the Prospectus.

Unless terminated earlier, the Administrative Services Agreement remains 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. The
Administrative Services Agreement may be terminated by either party on sixty
days' written notice.

LICENSE AGREEMENT

The Fund uses the service mark of Index Plus and the name "Aetna" with the
permission of Aetna Inc. granted under a License Agreement. The continued use
is subject to the right of Aetna Inc. to withdraw this permission in the event
ALIAC or another subsidiary or affiliated corporation of Aetna Inc. should not
be the investment adviser of Index Plus.

CUSTODIAN

Mellon Bank, N.A., One Mellon Bank Center, Pittsburgh, Pennsylvania, 15258
serves as custodian for the assets of the Series. The custodian does not
participate in determining the investment policies of the Series or in
deciding which securities are purchased or sold by the Series. The Series may,
however, invest in obligations of the custodian and may purchase or sell
securities from or to the custodian.

INDEPENDENT AUDITORS

__________ serves as independent auditors to the Series. ______________
provides audit services, assistance and consultation in connection with
Commission filings.
PRINCIPAL UNDERWRITER

Shares of each Series are offered on a continuous basis. ALIAC has agreed to
use its best efforts to distribute the shares as the principal underwriter of
the Series pursuant to an Underwriting Agreement between it and the Fund. The
Agreement was reapproved on __________ to continue through __________. The
Underwriting Agreement may be continued from year to year if approved
annually by the Directors or by a vote of holders of a majority of each
Series' 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 Fund, 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 each Series' 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.

DISTRIBUTION ARRANGEMENTS

Shares of the Fund are distributed on a best efforts basis by ALIAC which
contracts with various broker-dealers, including one or more affiliates, for
distribution of shares of the Fund. On December 13, 1995, ALIAC entered into
an agreement (Dealer Agreement) with Aetna Investment Services Inc., an
affiliate of ALIAC, to distribute shares of the Fund. To compensate ALIAC for
the services it provides Adviser Class shareholders, ALIAC is paid an annual
service fee with respect to Adviser Class shares at the rate of 0.25% 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 at the rate of 0.50% of average daily net assets attributable to those
shares under a Distribution Plan adopted by the Fund pursuant to Rule 12b-1
of the 1940 Act to cover expenses primarily intended to result in the sale of
Adviser Class shares. It may reallow all or a portion of these fees to
broker-dealers entering into selling agreements with it.

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 Fund 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, ALIAC and Aeltus ("Advisers") have
responsibility for making each Series' investment decisions, for effecting
the execution of trades for each Series' 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 Series. 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 Series and
other investment companies, services related to the execution of trades in the
Series' securities and advice as to the valuation of securities, the providing
of equipment used to communicate research information, and specialized
consultations with Series personnel with respect to computerized systems and
data furnished to the Series as a component of other research 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 the Series'
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 Advisers' policy in selecting a broker to effect a particular transaction
is to seek 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. When the trader believes that more than one broker can provide best
execution, preference may be given to brokers who provide additional services
to the Advisers. 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 the Series and such other accounts.

Consistent with federal law, 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
Advisers' 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 Advisers' opinion as to
which services and which means of payment are in the long-term best interests
of the Series. The Series will not effect any brokerage transactions in
portfolio securities with the Advisers or any affiliate of the Series or the
Advisers except in accordance with applicable Commission rules. All
transactions will comply with Rule 17e-1 of the 1940 Act.
Certain executive officers of ALIAC also have supervisory responsibility with
respect to the securities portfolio of ALIAC's own general account. Further,
ALIAC 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 Series, ALIAC will normally use its own facilities. The
Series and another advisory client of ALIAC, or ALIAC 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 Series and the other portfolios,
the relative size of portfolio holdings of the same or comparable securities,
availability of cash for investment by the Series and the other portfolios,
and the size of the Series' respective investment commitments. Trades may be
executed between the Series and such trades are executed at "current market
price" in compliance with Rule 17a-7 under the 1940 Act.

DESCRIPTION OF SHARES

The Fund's Articles of Incorporation, as amended (Articles) permit the
Directors to cause the Fund to issue full and fractional shares of one or more
series, each of which represents a proportionate interest in one Series equal
to each other share in that Series. 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
Series. The Directors also have the 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 Series equal to each other
share in that Series. The Fund currently issues shares in twelve 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. Each share of a Series has the
same rights to share in dividends declared by a Series.

The Fund has obtained a ruling from the Internal Revenue Service (IRS) with
respect to certain other Series of the Fund to the effect that differing
distributions among the classes of its shares will not result in the Series'
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 Series cannot treat as having been distributed
for purposes of determining (i) whether the Series qualifies as a regulated
investment company (RIC) for federal income tax purposes and (ii) the Series'
tax calculations. In order to qualify as a RIC, a Series must satisfy certain
requirements, including an income distribution requirement. If a Series so
qualifies, it generally will not be subject to federal tax on income timely
distributed to shareholders. The Fund is currently seeking a similar ruling
for the Series.

Upon liquidation of the Series, shareholders of the series of shares
representing an interest in the Series are entitled to share pro rata in the
net assets of the Series available for distribution to shareholders. Shares of
the Series 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. Shares have no preemptive or conversion rights and are
nonassessable.

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, all shareholders have voting rights on all matters
except matters affecting only the interests of one Series 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.

SALE AND REDEMPTION OF SHARES

Adviser and Select Class shares 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 the Series as described
under "Shareholder Services" in the Prospectus. 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
in the Prospectus. 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 as described under "Shareholder
Services" in the Prospectus. Information about any additional requirements for
shares held in the name of a corporation, partnership, trustee, guardian or in
any other representative capacity can be obtained from the transfer agent.

The right to redeem a Series' 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 Series of securities owned by it is not
reasonably practicable, or (ii) it is not reasonably practicable for a Series
to determine fairly the value of its net assets; or (c) the Commission by
order so permits for the protection of shareholders of a Series.

An open account is automatically set up and maintained for each shareholder to
facilitate the voluntary accumulation of each Series' 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 a Series 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, or for persons electing the Systematic Investment
feature.

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 Series 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 Series and
credited to the shareholder's account.

Each Series reserves the right, if conditions exist which make cash payments
undesirable, to honor any request for redemption or repurchase of the Series'
shares by making payment, in whole or in part, in securities chosen by the
Series and valued in the same way as they would be valued for purposes of
computing the Series' net asset value. If payment is made in securities, a
shareholder may incur transactions costs in converting these securities into
cash. The Series has elected, however, to be governed by Rule 18f-1 under the
1940 Act so that the Series 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 the Series.

NET ASSET VALUE

Securities of the Series are generally valued by independent pricing services.
Equity securities of each Series 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 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 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 Index Plus and its shareholders that are not described in
the Prospectus. No attempt is made to present a detailed explanation of the
tax treatment of Index Plus 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

Index Plus 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, Index Plus generally is not subject to federal
income tax on the portion of its net investment income (i.e., taxable
interest, dividends and other taxable ordinary income, net of expenses) and
capital gain net income (i.e., the excess of capital gains over capital
losses) that it distributes to shareholders, provided that it distributes at
least 90% of its investment company taxable income (i.e., net investment
income and the excess of net short-term capital gain over net long-term
capital loss) 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 Index Plus 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 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, Index Plus 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 Index Plus
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 Index
Plus 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 Index Plus 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 Index Plus 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 Index
Plus 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 Index Plus elects otherwise),
will generally be treated as ordinary income or loss.

In general, for purposes of determining whether capital gain or loss
recognized by Index Plus 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 Index Plus as part of a "straddle"
(which term generally excludes a situation where the asset is stock and Index
Plus 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
Index Plus 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, Index Plus 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 Index Plus on the lapse of, or any gain or loss
recognized by Index Plus from a closing transaction with respect to, an option
written by Index Plus 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 Index Plus 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,
Index Plus 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 Index Plus (such as regulated futures
contracts, certain foreign currency contracts, and options on stock 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 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. Index Plus, 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 Index Plus 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.

Index Plus may purchase securities of certain foreign investment funds or
trusts which constitute passive foreign investment companies (PFICs) for
federal income tax purposes. If Index Plus invests in a PFIC, it may elect to
treat the PFIC as a qualifying electing fund (QEF) in which event Index Plus
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
Index Plus receives distributions of any such ordinary earning or capital gain
from the PFIC. If Index Plus 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 Index Plus upon sale or other disposition of its interest in the
PFIC or any excess distribution received by Index Plus from the PFIC will be
allocated ratably over Index Plus' 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 Index Plus' gross income for such year as ordinary income (and
the distribution of such portion by Index Plus to shareholders will be taxable
as an ordinary income dividend, but such portion will not be subject to tax at
Index Plus level), (3) Index Plus 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 Series to shareholders of the portions of such
gain or excess distribution so allocated to prior years (net of the tax
payable by Index Plus thereon) will again be taxable to the shareholders as an
ordinary income dividend.

Under recently proposed Treasury regulations Index Plus 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 Index Plus' adjusted tax basis in that
share ("mark to market gain"). Such mark to market gain will be included by
Index Plus as ordinary income, such gain will not be subject to the
Short-Short Gain Test, and Index Plus' holding period with respect to such
PFIC stock commences on the first day of the next taxable year. If Index Plus
makes such election in the first taxable year it holds PFIC stock, Index Plus
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.

In addition to satisfying the requirements described above, Index Plus 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 Index
Plus' taxable year, at least 50% of the value of Index Plus' 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 Series has not invested more than 5% of the value of Index Plus'
total assets in securities of such issuer and as to which Index Plus 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 Index Plus 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 Index Plus 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 Index Plus' 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 from Section 988 transactions incurred after October
31 of any year (or after the end of its taxable year if it has made a taxable
year election) in determining the amount of ordinary taxable income for the
current calendar year (and, instead, include such gains and losses in
determining ordinary taxable income for the succeeding calendar year).

Index Plus 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 Index Plus may in certain circumstances be required to
liquidate portfolio investments to make sufficient distributions to avoid
excise tax liability.

INDEX PLUS DISTRIBUTIONS

Index Plus anticipates distributing substantially all of its investment
company taxable income for each taxable year. Depending on Index Plus'
investments, distributions by Index Plus 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 Adviser Class shares are calculated at the same time and in the same
manner. In general, dividends on Adviser Class shares are expected to be lower
than those on Select Class shares due to the higher distribution expenses
borne by the Adviser Class shares. Dividends may also differ between classes
as a result of differences in other class specific expenses.

Index Plus may either retain or distribute to shareholders its net capital
gain for each taxable year. Index Plus 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 Index Plus 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 Index Plus'
disposition of domestic "small business" stock will be subject to tax.

Conversely, if Index Plus elects to retain its net capital gain, Index Plus
will be taxed thereon (except to the extent of any available capital loss
carryovers) at the 35% corporate tax rate. If Index Plus elects to retain its
net capital gain, it is expected that Index Plus 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 Index Plus on the gain, and
will increase the tax basis for his shares by an amount equal to the deemed
distribution less the tax credit.

Ordinary income dividends paid by Index Plus with respect to a taxable year
may qualify for the dividends-received deduction generally available to
corporations (other than corporations, such as S corporations, which are not
eligible for the deduction because of their special characteristics and other
than for purposes of special taxes such as the accumulated earnings tax and
the personal holding company tax) to the extent of the amount of qualifying
dividends received by Index Plus from domestic corporations for the taxable
year and if the shareholder meets eligibility requirements in the Code.
Certain dividends paid by Index Plus will qualify for the dividends-received
deduction. A dividend received by Index Plus will not be treated as a
qualifying dividend (1) if it has been received with respect to any share of
stock that Index Plus 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 Index Plus 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 Index Plus 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 Index Plus or (2) by
application of Code Section 246(b) which in general limits the
dividends-received deduction.

For purposes of the corporate alternative minimum tax (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 alternative minimum taxable income (AMTI). However, corporate
shareholders will generally be required to take the full amount of any
dividend received from Index Plus into account (without a dividends-received
deduction) in determining its adjusted current earnings, which are used in
computing an additional corporate preference item (i.e., 75% of the excess of
a corporate taxpayer's adjusted current earnings over its AMTI (determined
without regard to this item and the AMT net operating loss deduction))
includable in AMTI.

Investment income that may be received by Index Plus 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 Index Plus 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 Index Plus' assets to be invested in various
countries is not known. If more than 50% of the value of Index Plus' total
assets at the close of its taxable year consist of the stock or securities of
foreign corporations, Index Plus may elect to "pass through" to Index Plus
shareholders the amount of foreign taxes paid by Index Plus. If Index Plus 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
Index Plus, 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 the Series
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 Index Plus 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 Index Plus will be treated in the manner described above
regardless of whether such distributions are paid in cash or reinvested in
additional shares of Index Plus (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 Index Plus reflects
undistributed net investment income or recognized capital gain net income, or
unrealized appreciation in the value of the assets of Index Plus,
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 Index Plus 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 Index Plus) 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.

Index Plus 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
Index Plus that it is not subject to backup withholding or that it is a
corporation or other "exempt recipient."

SALE OR REDEMPTION OF SHARES

A shareholder will recognize gain or loss on the sale or redemption of shares
of Index Plus 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
Index Plus 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 Index Plus will be considered capital gain or loss and
will be long-term capital gain or loss if the shares were held for longer than
one year. However, any capital loss arising from the sale or redemption of
shares held, or deemed under the Code to be 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.

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 Index
Plus is "effectively connected" with a U.S. trade or business carried on by
such shareholder.

If the income from Index Plus 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
Index Plus' 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 Series, capital gain dividends and
exempt-interest dividends and amounts retained by the Series that are
designated as undistributed capital gains.

If the income from Index Plus 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
Series 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, Index Plus may be required
to withhold U.S. federal income tax on distributions that are otherwise exempt
from withholding tax (or taxable at a reduced treaty rate) unless such
shareholders furnish the Series with proper notification of its foreign
status.

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 the Series,
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 Index Plus.

PERFORMANCE INFORMATION

Performance information for each class of shares of Index Plus including the
total return of Index Plus, may appear in reports or promotional literature to
current or prospective shareholders.

AVERAGE ANNUAL TOTAL RETURN

Quotations of average annual total return for Index Plus will be expressed in
terms of the average annual compounded rate of return of a hypothetical
investment in Index Plus over a period of one, five and ten years (or, if
less, up to the life of Index Plus ), 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 Index Plus may be compared, in reports and
promotional literature, to: (i) the Standard & Poor's 500 Stock Index (S&P
500), Dow Jones Industrial Average (DJIA), 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; and (iii) the
Consumer Price Index (measure for inflation) to assess the real rate of return
from an investment in Index Plus.

Index Plus 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 Index Plus 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.

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 Index Plus. 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.

PART C

PART C
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) FINANCIAL STATEMENTS:

Incorporated herein by reference to Post-Effective Amendment No. 12 to
the Registration Statement on Form N-1A, File No. 33-41694, as filed
electronically with the Securities and Exchange Commission on February 29,
1996 (with respect to all Series except Aetna Index Plus Fund)

Financial Statements for Aetna Index Plus Fund (to be filed by amendment)

(B) EXHIBITS

(1)(a) Articles of Incorporation, including Articles Supplementary (1)
(b) Form of Articles Supplementary to Articles of Incorporation
(to be filed by amendment)
(2) By-laws (as amended September 13, 1994) (1)
(3) Not Applicable
(4) Instruments Defining Rights of Holders (set forth in the Articles
of Incorporation) (1)
(5)(a) Form of Investment Advisory Agreement(2)
(5)(b) Form of Subadvisory Agreement(3)
(6)(a) Underwriting Agreement between the Registrant and ALIAC(1)
(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)
(8)(a)(3) Custodian Agreement - Brown Brothers Harriman & Company
(International Growth Portfolio)
(9) (a) Form of Administrative Services Agreement(1)
(9) (b) License Agreement(1)
(10)(b) Opinion of Counsel
(11) Consent of Independent Auditors (to be filed by amendment)
(12) Not applicable
(13) Not applicable
(14) Not applicable
(15)(a) Distribution Plan(1)
(15)(b) Form of Shareholder Services Plan(1)
(16)(a) Schedule for Computation of Performance Data(4)
(16)(b) Schedule for Computation of Performance Data (Aetna Index Plus
Fund) (to be filed by amendment)
(17) Financial Data Schedules (4)
(18) Not applicable
(19) Powers of Attorney(5)

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 Exhibit D of the Preliminary Proxy
Filing under Schedule 14A, as filed electronically on behalf of Aetna Series
Fund, Inc. on May 24, 1996 (File No. 811-6352).

3. Incorporated herein by reference to Exhibit A of the Preliminary Proxy
Filing under Schedule 14A, as filed electronically on behalf of Aetna Series
Fund, Inc. on May 24, 1996 (File No. 811-6352).

4. Incorporated herein by reference to Post-Effective Amendment No. 12 to
Registration Statement on Form N-1A, File No. 33-41694, as filed
electronically with the Securities and Exchange Commission on February 29,
1996, with respect to all Series except Aetna Index Plus Series. Financial
Data Schedules for Aetna Index Plus Series to be filed by amendment.

5. Incorporated by reference to Pre-Effective Amendment No. 1 to
Registration Statement on Form N-1A (File No. 333-05173), as filed
electronically on September 9, 1996.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

Registrant is a Maryland corporation for which separate financial statements
are filed.

A diagram of all persons directly or indirectly under common control with the
Registrant and a list indicating the principal business of each such company
referenced in the diagram are incorporated herein by reference to Item 26 of
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 (File
No. 333-01107), as filed electronically with the Securities and Exchange
Commission on August 2, 1996.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

(1) Title of Class (2) Number of Record Holders

Select Class Adviser Class
Money Market 6,226 5,883
Government 93 79
Bond 1,048 136
Aetna Fund 2,164 598
Growth and Income 1,762 1,252
Growth 531 1,231
Small Company Growth 423 999
International Growth 958 454
Ascent 4 ---
Crossroads 4 ---
Legacy 4 ---
</TABLE>

ITEM 27. INDEMNIFICATION

Article 9, Section (d) of the Registrant's Articles of Incorporation,
incorporated herein by reference to Exhibit 24(b)(1) to Registration Statement
on Form N-1A (File No. 33-85620), as filed electronically on June 28, 1995,
provides for indemnification of directors and officers. In addition, the
Registrant's officers and directors are covered under a directors and officers
errors and omissions liability insurance policy issued by Gulf Insurance
Company which expires on October 1, 1996.

Reference is also made to Section 2-418 of the Corporations and Associations
Article of the Annotated Code of Maryland which provides generally that (1) a
corporation may (but is not required to) indemnify its directors for
judgments, fines and expenses in proceedings in which the director is named a
party solely by reason of being a director, provided the director has not
acted in bad faith, dishonestly or unlawfully, and provided further that the
director has not received any "improper personal benefit"; and (2) that a
corporation must (unless otherwise provided in the corporation's charter or
articles of incorporation) indemnify a director who is successful on the
merits in defending a suit against him by reason of being a director for
"reasonable expenses." The statutory provisions are not exclusive; i.e., a
corporation may provide greater indemnification rights than those provided by
statute.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

The investment adviser, Aetna Life Insurance and Annuity Company, is an
insurance company that issues variable and fixed annuities, variable and
universal life insurance policies and acts as depositor for separate accounts
holding assets for variable contracts and policies. The following table
summarizes the business connections of the directors and principal officers of
ALIAC.

<TABLE>
<CAPTION>
<S> <C> <C>
Positions and Offices Other Principal Position(s) Held
Name with Investment Adviser Within Last Two Years/Addresses*/**
- -------------------- ---------------------------- ----------------------------------------------

Daniel P. Kearney Director, President and Chairman (since February 1996), Director
Chairman, Executive since March 1991) and President (since
Committee (Principal March 1994), ALIAC; Executive Vice President
Executive Officer) (since December 1993), and Group Executive,
Investment Division (from February 1991 to
December 1993), Aetna Inc. (formerly Aetna
Life and Casualty Company). Director
Aeltus, April, 1996 to Present.

Christopher J. Burns Director (1991); Senior Director, Aetna Financial Services,
Vice President Inc. (since January 1996); Director
(since July 1993) of Aetna Investment
Services, Inc.; Director (1992 -
April 1995) and Senior Vice President,
North American Operations (1993 - April
1995) of Aetna International, Inc.

Laura R. Estes Director and Senior Vice Director, Aetna Financial Services,
President Inc. (since January 1996); Director
and Senior Vice President, Aetna
Insurance Company of America (since
February 1993); Director, Aetna
Investment Services, Inc. (since
July 1993).

Timothy A. Holt Director, Senior Vice Director, Aeltus, April, 1996 to Present.
President and Chief Director, Senior Vice President and Chief
Financial Officer (1996) Financial Officer, ALIAC, February 1996 to
Present; Senior Vice President, Business
Strategy & Finance, Aetna Retirement
Services, Inc., February 1996 to Present;
Vice President, Portfolio Management/
Investment Group, Aetna Inc. (formerly Aetna
Life and Casualty Company), August 1992
to February 1996; Vice President - Finance
and Treasurer,Aetna Inc., August, 1989
through July, 1991; Treasurer, Aetna
Capital Management, Inc., February 1990
to June 1991.

Gail P. Johnson Director and Vice Vice President, Service and Retain
President Customers, Aetna Retirement Services
(since February 1996); Vice
President, Defined Benefit Services
(September 1994 - February 1996);
Vice President, Plan Services,
Pensions and Financial Services
(December 1992 - September 1994).

John Y. Kim Director and Senior Vice President, Aeltus Investment
President Management, Inc. (since December 1995);
Chief Investment Officer, Aetna Inc.
(formerly Aetna Life and Casualty Company)
(since May 1994); Managing Director,
Mitchell Hutchins Institutional Investors,
New York, NY (September 1993 - April 1994).

Shaun P. Mathews Director and Vice President Chief Executive, Aetna Investment Services,
Inc., October, 1995 to Present; President,
Aetna Investment Services, Inc., March, 1994
to Present; Director and Chief Operations
Officer, Aetna Investment Services, Inc.,
July 1993 to Present; Director and Senior
Vice President, Aetna Insurance Company of
America, February 1993 to Present; Senior
Vice President and Director of ALIAC,
March 1991 to Present; Vice President of
Aetna Life Insurance Company, 1991 to
Present.

Glen Salow Director and Vice President Vice President, Information
Technology, Investment, and
Financial Services (February 1995 -
February 1996); Vice President,
Investment Systems, AIT (1992 - 1995).

Creed R. Terry Director and Vice President Vice President, Select and Managed
Markets, Aetna Retirement Services
(since February 1996); ALIAC Market
Strategist (August 1995 - February
1996); President, Chemical
Technology Corporation (a subsidiary
of Chemical Bank) (1993 - 1995).

Zoe Baird Senior Vice President and Senior Vice President and General
General Counsel Counsel of Aetna Inc. (formerly Aetna Life
and Casualty Company) (since April 1992).

Susan E. Schechter Counsel and Corporate Counsel, Aetna Inc. (formerly Aetna Life and
Secretary Casualty Company) (since November 1993).

Deborah Koltenuk Vice President and Assistant Vice President, Finance and
Treasurer, Corporate Administration Aetna Information Technology,
Controller Aetna Life Insurance Company, The Aetna
Casualty and Surety Company, The Standard
Fire Insurance Company June 1994 to October
1994; Vice President, Investment Planning and
Financial Reporting, Aetna Life Insurance
Company, The Aetna Casualty and Surety
Company, The Standard Fire Insurance Company,
October 1994 to April 1996; Vice President
Investment Planning and Financial Reporting,
Aetna Life Insurance Company April 1996 to
July 1996.

Diane B. Horn Vice President and Chief Senior Compliance Officer (August 1993
Compliance Officer - Present) Aetna Life Insurance and
Annuity Company and Aetna Inc.
(formerly Aetna Life and Casualty Company).
<FN>

* 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.
</TABLE>

ITEM 29. PRINCIPAL UNDERWRITERS

(a) In addition to serving as the principal underwriter and investment
adviser for the Registrant, Aetna Life Insurance and Annuity Company (ALIAC)
also acts as the principal underwriter and investment adviser for Aetna
Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna
Investment Advisers Fund, Inc., Aetna Generation Portfolios, Inc., Aetna GET
Fund and Aetna Variable Portfolios, Inc. Additionally, ALIAC is the principal
underwriter and depositor for Variable Life Account B and Variable Annuity
Accounts B, C and G (separate accounts of ALIAC registered as unit investment
trusts). ALIAC is also the principal underwriter for Variable Annuity Account
I (a separate account of Aetna Insurance Company of America registered as a
unit investment trust).

(b) The following are the directors and principal officers of the
Underwriter:

<TABLE>
<CAPTION>
<S> <C> <C>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Principal Underwriter with Registrant
- -------------------- ----------------------------------- ----------------------

Daniel P. Kearney Director and President Director

Timothy A. Holt Director, Senior Vice President Director
and Chief Financial Officer

Christopher J. Burns Director and Senior Vice President None

Laura R. Estes Director and Senior Vice President None

Gail P. Johnson Director and Vice President None

John Y. Kim Director and Senior Vice President None

Shaun P. Mathews Director and Vice President Director and President

Glen Salow Director and Vice President None

Creed R. Terry Director and Vice President None

Zoe Baird Senior Vice President and General None
Counsel

Susan E. Schechter Corporate Secretary and Counsel None

Deborah Koltenuk Vice President and Treasurer, None
Corporate Controller

Diane B. Horn Vice President and Chief Compliance None
Officer
<FN>

* The principal business address of all directors and officers listed is 151
Farmington Avenue, Hartford, Connecticut 06156.
</TABLE>

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, 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 Series' outstanding shares, the Registrant will hold a shareholder meeting
for the purpose of voting on the removal of one or more Directors and will
assist with communication concerning that shareholder meeting as if Section
16(c) of the Investment Company Act of 1940 applied.

The Registrant undertakes to furnish to each person to whom a prospectus is
delivered a copy of the Series' latest annual report to shareholders, upon
request and without charge.

The Registrant undertakes to file a Post-Effective Amendment to this
Registration Statement, using financial statements which need not be
certified, within four to six months from the effective date of Registrant's
1933 Act Registration Statement.
SIGNATURES

Pursuant to the Securities Act of 1933 and the Investment Company Act of 1940,
the Registrant has duly caused this Post-Effective Amendment No. 14 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
20th day of September, 1996.

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 No. 14 to the Registration Statement has been signed
below by the following persons on September 20, 1996 in the capacities
indicated.

SIGNATURE AND TITLE

Shaun P. Mathews* President and Director
- -------------------
Shaun P. Mathews (Principal Executive Officer)

Vice President and Treasurer
J. Scott Fox* (Principal Financial and
- -------------------
J. Scott Fox Accounting Officer)

Morton Ehrlich* Director
- -------------------
Morton Ehrlich

Maria T. Fighetti* Director
- -------------------
Maria T. Fighetti

David L. Grove* Director
- -------------------
David L. Grove

Daniel P. Kearney* Director
- -------------------
Daniel P. Kearney

Timothy A. Holt* Director
- -------------------
Timothy A. Holt

Sidney Koch* Director
- -------------------
Sidney Koch

Corine T. Norgaard* Director
- -------------------
Corine T. Norgaard

Richard G. Scheide* Director
- -------------------
Richard G. Scheide
</TABLE>

By: /S/SUSAN E. BRYANT
__________________________
* Susan E. Bryant
Attorney-in-Fact

AETNA SERIES FUND, INC.
EXHIBIT INDEX

Exhibit No. Exhibit Page
__________ _______ ____

99-b(1)(a) Articles of Incorporation, including Articles **
Supplementary

99-b(1)(b) Form of Articles Supplementary to Articles of
Incorporation

99-b(2) By-laws (as amended September 13, 1994) *

99-b(4) Instruments Defining Rights of Holders (set forth *
in the Articles of Incorporation)

99-b(5)(a) Form of Investment Advisory Agreement *

99-b(5)(b) Form of Subadvisory Agreement *

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(8)(a)(3) Custodian Agreement - Brown Brothers Harriman & ---
Company (International Growth Portfolio)

99-b(9)(a) Form of Administrative Services Agreement *

99-b(9)(b) License Agreement *

99-b(10)(b) Opinion 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)(a) Schedule for Computation of Performance Data *

99-b(16)(b) Schedule for Computation of Performance Data **
(Aetna Index Plus Fund)

99-b(19) Powers of Attorney *

27 Financial Data Schedules *

* Incorporated by reference.
** To be filed by amendment.

AGREEMENT BETWEEN

BROWN BROTHERS HARRIMAN & CO.

AND

AETNA SERIES FUND, INC. /S/ JCH
"AETNA INTERNATIONAL GROWTH FUND" THE FUND

CUSTODIAN AGREEMENT

AGREEMENT made this 12th day of December, 1991, between Aetna Series
Fund, Inc., (Aetna Series Fund, Inc. /s/ JCH) "AETNA INTERNATIONAL GROWTH
FUND" (the "Fund") and Brown Brothers Harriman & Co. (the "Custodian");

WITNESSETH: That in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:

1. EMPLOYMENT OF CUSTODIAN: The Fund hereby employs and appoints the
Custodian as a custodian for the term and subject to the provisions of this
Agreement. The Custodian shall not be under any duty or obligation to require
the Fund to deliver to it any securities or funds owned by the Fund and shall
have no responsibility or liability for or on account of securities or funds
not so delivered. The Fund will deposit with the Custodian copies of the
Declaration of Trust or Certificate of Incorporation and By-Laws (or
comparable documents) of the Fund and all amendments thereto, and copies of
such votes and other proceedings of the Fund as may be necessary for or
convenient to the Custodian in the performance of its duties.

2. POWERS AND DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE
FUND HELD BY THE CUSTODIAN IN THE UNITED STATES: Except for securities and
funds held by any Subcustodians appointed pursuant to the provisions of
Section 3 hereof, the Custodian shall have and perform the following powers
and duties:

A. SAFEKEEPING - To keep safely the securities and other assets
of the Fund that have been delivered to the Custodian and, on behalf of the
Fund, from time to time to receive delivery of securities for safekeeping.

B. MANNER OF HOLDING SECURITIES - To hold securities of the Fund
(1) by physical possession of the share certificates or other instruments
representing such securities in registered or bearer form, or (2) in
book-entry form by a Securities System (as said term is defined in Section
2U).

C. REGISTERED NAME; NOMINEE - To hold registered securities of
the Fund (1) in the name or any nominee name of the Custodian or the Fund, or
in the name or any nominee name of any Agent appointed pursuant to Section 6F,
or (2) in street certificate form, so-called, and in any case with or without
any indication of fiduciary capacity, provided that securities are held in an
account of the Custodian containing only assets of the Fund or only assets
held as fiduciary or custodian for customers.

D. PURCHASES - Upon receipt of proper instructions, as defined
in Section 2X, insofar as funds are available for the purpose, to pay for and
receive securities purchased for the account of the Fund, payment being made
only upon receipt of the securities; PROVIDED, HOWEVER, that the Custodian may
make payment, which may be prior to receipt of securities, and may accept
delivery of securities, including the form of securities received, in
accordance with governmental regulations, the rules of Securities Systems or
other U.S. securities depositories and clearing agencies, or generally
accepted trade practice in the applicable U.S. market. Receipt of securities
on behalf of the Fund shall be by the Custodian or a Subcustodian or by credit
to an account which one of them may have with a bank, Securities System, other
U.S. securities depositary or clearing agency, or other financial institution
approved by the Fund.

E. EXCHANGES - Upon receipt of proper instructions, to exchange
securities held by it for the account of the Fund for other securities in
connection with any reorganization, recapitalization, split-up of shares,
change of par value, conversion or other event, relating to the securities or
the issuer of such securities, and to deposit any such securities in
accordance with the terms of any reorganization or protective plan. Without
proper instructions, the Custodian may surrender securities in temporary form
for definitive securities, may surrender securities for transfer into a name
or nominee name as permitted in Section 2C, and may surrender securities for a
different number of certificates or instruments representing the same number
of shares or same principal amount of indebtedness, provided the securities to
be issued are to be delivered to the Custodian.

F. SALES OF SECURITIES - Upon receipt of proper instructions, to
make delivery of securities which have been sold for the account of the Fund
but only against payment therefor; PROVIDED, HOWEVER, that the Custodian may
make delivery, which may be prior to receipt of payment, and may accept
payment, including the form of payment received, in accordance with
governmental regulations, the rules of Securities Systems or other U.S.
securities depositories and clearing agencies, or generally accepted trade
practice in the applicable U.S. market. Receipt of payment on behalf of the
Fund shall be by the Custodian or a Subcustodian or by credit to an account
which one of them may have with a bank, Securities System, other U.S.
securities depositary or clearing agency, or other financial institution
approved by the Fund.

G. DEPOSITARY RECEIPTS - Upon receipt of proper instructions, to
instruct a Subcustodian or an Agent to surrender securities to the depositary
used by an issuer of American Depositary Receipts or International Depositary
Receipts (hereinafter collectively referred to as "ADRs") for such securities
against a written receipt therefor adequately describing such securities and
written evidence satisfactory to the Subcustodian or Agent that the depositary
has acknowledged receipt of instructions to issue with respect to such
securities ADRs in the name of the Custodian, or a nominee of the Custodian,
for delivery to the Custodian in Boston, Massachusetts, or at such other place
as the Custodian may from time to time designate. Upon receipt of proper
instructions, to surrender ADRs to the issuer thereof against a written
receipt therefor adequately describing the ADRs surrendered and written
evidence satisfactory to the Custodian that the issuer of the ADRs has
acknowledged receipt of instructions to cause its depositary to deliver the
securities underlying such ADRs to a Subcustodian or an Agent.

H. EXERCISE OF RIGHTS; TENDER OFFERS - Upon timely receipt of
proper instructions, to deliver to the issuer or trustee thereof, or to the
agent of either, warrants, puts, calls, rights or similar securities for the
purpose of being exercised or sold, provided that the new securities and cash,
if any, acquired by such action are to be delivered to the Custodian, and,
upon receipt of proper instructions, to deposit securities upon invitations
for tenders of securities, provided that the consideration is to be paid or
delivered or the tendered securities are to be returned to the Custodian.

I. STOCK DIVIDENDS, RIGHTS, ETC. - To receive and collect all
venezstock dividends, rights and other items of like nature; and to deal with
the same pursuant to proper instructions relative thereto.

J. OPTIONS - Upon receipt of proper instructions, to receive and
retain confirmations or other documents evidencing the purchase of writing of
an option on a security or securities index by the Fund; to deposit and
maintain in a segregated account, either physically or by book-entry in a
Securities System, securities subject to a covered call option written by the
Fund; and to release and/or transfer such securities or other assets only in
accordance with the provisions of any agreement among the Fund, the Custodian
and a broker-dealer relating to such securities or other assets a notice or
other communication evidencing the expiration, termination or exercise of such
covered option furnished by The Options Clearing Corporation, the securities
or options exchange on which such covered option is traded or such other
organization as may be responsible for handling such options transactions.

K. BORROWINGS - Upon receipt of proper instructions, to deliver
securities of the Fund to lenders or their agents as collateral for borrowings
effected by the Fund, provided that such borrowed money is payable to or upon
the Custodian's order as Custodian for the Fund.

L. DEMAND DEPOSIT BANK ACCOUNTS - To open and operate an account
or accounts in the name of the Fund on the Custodian's books subject only to
draft or order by the Custodian. All funds received by the Custodian from or
for the account of the Fund shall be deposited in said account(s). The
responsibilities of the Custodian to the Fund for deposits accepted on the
Custodian's books shall be that of a U. S. bank for a similar deposit.

If and when authorized by proper instructions, the Custodian may open and
operate an additional account(s) in such other banks or trust companies as may
be designated by the Fund in such instructions (any such bank or trust company
so designated by the Fund being referred to hereafter as a "Banking
Institution"), provided that such account(s) (hereinafter collectively
referred to as "demand deposit bank accounts") shall be in the name of the
Custodian for account of the Fund and subject only to the Custodian's draft or
order. Such demand deposit accounts may be opened with Banking Institutions
in the United States and in other countries and may be denominated in either
U. S. Dollars or other currencies as the Fund may determine. All such
deposits shall be deemed to be portfolio securities of the Fund and
accordingly the responsibility of the Custodian therefore shall be the same as
and no greater than the Custodian's responsibility in respect of other
portfolio securities of the Fund.

M. INTEREST BEARING CALL OR TIME DEPOSITS - To place interest
bearing fixed term and call deposits with such banks and in such amounts as
the Fund may authorize pursuant to proper instructions. Such deposits may be
placed with the Custodian or with Subcustodians or other Banking Institutions
as the Fund may determine. Deposits may be denominated in U. S. Dollars or
other currencies and need not be evidenced by the issuance or delivery of a
certificate to the Custodian, provided that the Custodian shall include in its
records with respect to the assets of the Fund appropriate notation as to the
amount and currency of each such deposit, the accepting Banking Institution
and other appropriate details, and shall retain such forms of advice or
receipt evidencing the deposit, if any, as may be forwarded to the Custodian
by the Banking Institution. Such deposits, other than those placed with the
Custodian, shall be deemed portfolio securities of the Fund and the
responsibilities of the Custodian therefor shall be the same as those for
demand deposit bank accounts placed with other banks, as described in Section
L of this Agreement. The responsibility of the Custodian for such deposits
accepted on the Custodian's books shall be that of a U.S. bank for a similar
deposit.

N. FOREIGN EXCHANGE TRANSACTIONS AND FUTURES CONTRACTS -
Pursuant to proper instructions, to enter into foreign exchange contracts or
options to purchase and sell foreign currencies for spot and future delivery
on behalf and for the account of the Fund. Such transactions may be
undertaken by the Custodian with such Banking Institutions, including the
Custodian and Subcustodian(s) as principals, as approved and authorized by the
Fund. Foreign exchange contracts and options other than those executed with
the Custodian, shall be deemed to be portfolio securities of the Fund and the
responsibilities of the Custodian therefor shall be the same as those for
demand deposit bank accounts placed with other banks as described in Section
2-L of this agreement. Upon receipt of proper instructions, to receive and
retain confirmations evidencing the purchase or sale of a futures contract or
an option on a futures contract by the Fund; to deposit and maintain in a
segregated account, for the benefit of any futures commission merchant or to
pay to such futures commission merchant, assets designated by the fund as
initial, maintenance or variation "margin" deposits intended to secure the
Fund's performance of its obligations under any futures contracts purchased or
sold or any options on futures contracts written by the Fund, in accordance
with the provisions of any agreement or agreements among any of the Fund, the
Custodian and such futures commission merchant, designated to comply with the
rules of the Commodity Futures Trading Commission and/or any contract market,
or any similar organization or organizations, regarding such margin deposits;
and to release and/or transfer assets in such margin accounts only in
accordance with any such agreements or rules.

0. STOCK LOANS - Upon receipt of proper instructions, to deliver
securities of the Fund, in connection with loans of securities by the Fund, to
the borrower thereof prior to receipt of the collateral, if any, for such
borrowing, provided that for stock loans secured by cash collateral the
Custodian's instructions to the Securities System require that the Securities
System may deliver the securities to the borrower thereof only upon receipt of
the collateral for such borrowing.

P. COLLECTIONS - (i) To collect and receive all income, payments
of principal and other payments with respect to the securities held hereunder,
and in connection therewith to deliver the certificates or other instruments
representing the securities to the issuer thereof or its agent when securities
are called, redeemed, retired, mature or otherwise become payable; PROVIDED
THAT the payment is to be made in such form and at such time as is in
accordance with the terms of the agreement relating to the security, or such
proper instructions as the Custodian may receive, or governmental regulations,
the rules of Securities Systems or other U.S. securities depositories and
clearing agencies, or generally accepted trade practice in the applicable U.S.
market; (ii) to execute ownership and other certificates and affidavits for
all federal and state tax purposes in connection with receipt of income,
principal or other payments with respect to securities of the Fund or in
connection with transfer of securities; and (iii) pursuant to proper
instructions to take such other actions with respect to the collection or
receipt of funds or transfer of securities which involve an investment
decision.

Q. DIVIDENDS, DISTRIBUTIONS AND REDEMPTIONS - Upon receipt of
proper instructions from the Fund, or upon receipt of instructions from the
Fund's shareholder servicing agent or agent with comparable duties (the
"Shareholder Servicing Agent") (given by such person or persons and in such
manner on behalf of the Shareholder Servicing Agent as the Fund shall have
authorized), the Custodian shall release funds or securities to the
Shareholder Servicing Agent or otherwise apply funds or securities, insofar as
available, for the payment of dividends or other distributions to Fund
shareholders. Upon receipt of proper instructions from the Fund, or upon
receipt of instructions from the Shareholder Servicing Agent (given by such
person or persons and in such manner on behalf of the Shareholder Servicing
Agent as the Fund shall have authorized), the Custodian shall release funds or
securities, insofar as available, to the Shareholder Servicing Agent or as
such Agent shall otherwise instruct for payment to Fund shareholders who have
delivered to such Agent a request for repurchase or redemption of their shares
of capital stock of the Fund.

R. PROXIES, NOTICES, ETC. - Promptly to deliver or mail to the
Fund all forms of proxies and all notices of meetings and any other notices or
announcements affecting or relating to securities owned by the Fund that are
received by the Custodian, and upon receipt of proper instructions, to execute
and deliver or cause its nominee to execute and deliver such proxies or other
authorizations as may be required. Neither the Custodian nor its nominee
shall vote upon any of such securities or execute any proxy to vote thereon or
give any consent or take any other action with respect thereto (except as
otherwise herein provided) unless ordered to do so by proper instructions.

S. NONDISCRETIONARY DETAILS - Without the necessity of express
authorization from the Fund, (1) to attend to all nondiscretionary details in
connection with the sale, exchange, substitution, purchase, transfer or other
dealings with securities, funds or other property of the Portfolio held by the
Custodian except as otherwise directed from time to time by the Directors or
Trustees of the Fund, and (2) to make payments to itself or others for minor
expenses of handling securities or other similar items relating to the
Custodian's duties under this Agreement, provided that all such payments shall
be accounted for to the Fund.

T. BILLS - Upon receipt of proper instructions, to pay or cause
to be paid, insofar as funds are available for the purpose, bills, statements,
or other obligations of the Fund.

U. DEPOSIT OF FUND ASSETS IN SECURITIES SYSTEMS - The Custodian
may deposit and/or maintain securities owned by the Fund in (i) The Depository
Trust Company, (ii) any book-entry system as provided in Subpart 0 of Treasury
Circular No. 300, 31 CFR 306, Subpart B of 31 CFR Part 350, or the book-entry
regulations of federal agencies substantially in the form of Subpart 0, or
(iii) any other domestic clearing agency registered with the Securities and
Exchange Commission under Section 17A of the Securities Exchange Act of 1934
which acts as a securities depository and whose use the Fund has previously
approved in writing (each of the foregoing being referred to in this Agreement
as a "Securities System"). Utilization of a Securities System shall be in
accordance with applicable Federal Reserve Board and Securities and Exchange
Commission rules and regulations, if any, and subject to the following
provisions:

1) The Custodian may deposit and/or maintain Fund
securities, either directly or through one or more Agents appointed by the
Custodian (provided that any such agent shall be qualified to act as a
custodian of the Fund pursuant to the Investment Company Act of 1940 and the
rules and regulations thereunder), in a Securities System provided that such
securities are represented in an account ("Account") of the Custodian or such
Agent in the Securities System which shall not include any assets of the
Custodian or Agent other than assets held as a fiduciary, custodian, or
otherwise for customers;

2) The records of the Custodian with respect to securities
of the Fund which are maintained in a Securities System shall identify by
book-entry those securities belonging to the Fund;

3) The Custodian shall pay for securities purchased for the
account of the Fund upon (i) receipt of advice from the Securities System that
such securities have been transferred to the Account, and (ii) the making of
an entry on the records of the Custodian to reflect such payment and transfer
for the account of the Fund. The Custodian shall transfer securities sold for
the account of the Fund upon (i) receipt of advice from the Securities System
that payment for such securities has been transferred to the Account, and (ii)
the making of an entry on the records of the Custodian to reflect such
transfer and payment for the account of the Fund. Copies of all advices from
the Securities System of transfers of securities for the account of the Fund
shall identify the Fund, be maintained for the Fund by the Custodian or an
Agent as referred to above, and be provided to the Fund at its request. The
Custodian shall furnish the Fund confirmation of each transfer to or from the
account of the Fund in the form of a written advice or notice and shall
furnish to the Fund copies of daily transaction sheets reflecting each day's
transactions in the Securities System for the account of the Fund on the next
business day;

4) The Custodian shall provide the Fund with any report
obtained by the Custodian or any Agent as referred to above on the Securities
System's accounting system, internal accounting control and procedures for
safeguarding securities deposited in the Securities System; and the Custodian
and such Agents shall send to the Fund such reports on their own systems of
internal accounting control as the Fund may reasonably request from time to
time.

5) At the written request of the Fund, the Custodian will
terminate the use of any such Securities System on behalf of the Fund as
promptly as practicable.

V. OTHER TRANSFERS - Upon receipt of proper instructions, to
deliver securities, funds and other property of the Fund to a Subcustodian or
another custodian of the Fund; and, upon receipt of proper instructions, to
make such other disposition of securities, funds or other property of the Fund
in a manner other than or for purposes other than as enumerated elsewhere in
this Agreement, provided that the instructions relating to such disposition
shall include a statement of the purpose for which the delivery is to be made,
the amount of securities to be delivered and the name of the person or persons
to whom delivery is to be made.

W. INVESTMENT LIMITATIONS - In performing its duties generally,
and more particularly in connection with the purchase, sale and exchange of
securities made by or for the Fund, the Custodian may assume unless and until
notified in writing to the contrary that proper instructions received by it
are not in conflict with or in any way contrary to any provisions of the
Fund's Declaration of Trust or Certificate of Incorporation or By-Laws (or
comparable documents) or votes or proceedings of the shareholders or Directors
of the Fund. The Custodian shall in no event be liable to the Fund and shall
be indemnified by the Fund for any violation which occurs in the course of
carrying out instructions given by the Fund of any investment limitations to
which the Fund is subject or other limitations with respect to the Fund's
powers to make expenditures, encumber securities, borrow or take similar
actions affecting the Fund.

X. PROPER INSTRUCTIONS - Proper instructions shall mean a tested
telex from the Fund or a written request, direction, instruction or
certification signed or initialed on behalf of the Fund by one or more person
or persons as the Board of Trustees or Directors of the Fund shall have from
time to time authorized, provided, however, that no such instructions
directing the delivery of securities or the payment of funds to an authorized
signatory of the Fund shall be signed by such person. Those persons
authorized to give proper instructions may be identified by the Board of
Trustees or Directors by name, title or position and will include at least one
officer empowered by the Board to name other individuals who are authorized to
give proper instructions on behalf of the Fund. Telephonic or other oral
instructions given by any one of the above persons will be considered proper
instructions if the Custodian reasonably believes them to have been given by a
person authorized to give such instructions with respect to the transaction
involved. Oral instructions will be confirmed by tested telex or in writing
in the manner set forth above but the lack of such confirmation shall in no
way affect any action taken by the Custodian in reliance upon such oral
instructions. The Fund authorizes the Custodian to tape record any and all
telephonic or other oral instructions given to the Custodian by or on behalf
of the Fund (including any of its officers, Trustees, Directors, employees or
agents) and will deliver to the Custodian a similar authorization from any
investment manager or adviser or person or entity with similar
responsibilities which is authorized to give proper instructions on behalf of
the Fund to the Custodian. Proper instructions may relate to specific
transactions or to types or classes of transactions, and may be in the form of
standing instructions. Proper instructions may include communications
effected directly between electro-mechanical or electronic devices or systems,
in addition to tested telex, provided that the Fund and the Custodian agree to
the use of such device or system.

Y. SEGREGATED ACCOUNT - The Custodian shall upon receipt of
proper instructions establish and maintain on its books a segregated account
or accounts for and on behalf of the Fund, into which account or accounts may
be transferred cash and/or securities of the Fund, including securities
maintained by the Custodian pursuant to Section 2U hereof, (i) in accordance
with the provisions of any agreement among the Fund, the Custodian and a
broker-dealer registered under the Securities Exchange Act of 1934 and a
member of the National Association of Securities Dealers, Inc. (or any futures
commission merchant registered under the Commodity Exchange Act) relating to
compliance with the rules of the Options Clearing Corporation and of any
registered national securities exchange (or the Commodity Futures Trading
Commission or any registered contract market), or any similar organization or
organizations, regarding escrow or other arrangements in connection with
transactions by the Fund, (ii) for purposes of segregating cash or securities
in connection with options purchased, sold or written by the Fund or commodity
futures contracts or options thereon purchased or sold by the Fund, (iii) for
the purposes of compliance by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or
releases of the Securities and Exchange Commission relating to the maintenance
of segregated accounts by registered investment companies, and (iv) as
mutually agreed from time to time between the Fund and the Custodian.

3. POWERS AND DUTIES OF THE CUSTODIAN WITH RESPECT TO THE APPOINTMENT
OF SUBCUSTODIANS OUTSIDE THE UNITED STATES: Securities, funds and other
property of the Fund may be held by subcustodians appointed pursuant to the
provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any
time and from time to time, appoint any bank or trust company (meeting the
requirements of a custodian or an "eligible foreign custodian" under the
Investment Company Act of 1940 and the rules and regulations thereunder) to
act as a Subcustodian for the Fund, and the Custodian may also utilize
directly and any Subcustodian may utilize such securities depositories located
outside the United States (as shall be approved in writing by Fund) and as
meet the requirements of an "eligible foreign custodian" as aforesaid,
provided that the Fund shall have approved in writing (1) any such bank or
trust company and the subcustodian agreement to be entered into between such
bank or trust company and the Custodian, and (2) if the Subcustodian is a bank
organized under the laws of a country other than the United States, the
country or countries in which the Subcustodian is authorized to hold
securities, cash and other property of the Fund, and (3) the securities
depositories, if any, through which the Subcustodian or the Custodian is
authorized to hold securities, cash and other property of the Fund. Upon such
approval by the Fund, the Custodian is authorized on behalf of the Fund to
notify each Subcustodian of its appointment as such. The Custodian may, at
any time in its discretion, remove any bank or trust company that has been
appointed as a Subcustodian but will promptly notify the Fund of any such
action.

Those Subcustodians, and the countries where and the securities
depositories through which they or the Custodian may hold securities, cash and
other property of the Fund which the Fund has approved to date are set forth
on Appendix A hereto. Such Appendix shall be amended from time to time as
Subcustodians, and/or countries and/or securities depositories are changed,
added or deleted. The Fund shall be responsible for informing the Custodian
sufficiently in advance of a proposed investment which is to be held in a
country not listed on Appendix A, in order that there shall be sufficient time
for the Fund to give the approval required by the preceding paragraph and for
the Custodian to put the appropriate arrangements in place with such
Subcustodian, including negotiation of a subcustodian agreement and submission
of such subcustodian agreement to the Fund for approval.

If the Fund shall have invested in a security to be held in a country
before the foregoing procedures have been completed, such security shall be
held by such agent as the Custodian may appoint. In any event, the Custodian
shall be liable to the Fund for the actions of such agent if and only to the
extent the Custodian shall have recovered from such agent for any damages
caused the Fund by such agent. At the request of the Fund, Custodian agrees
to remove any securities held on behalf of the Fund by such agent, if
practical, to an approved Subcustodian. Under such circumstances Custodian
will collect income and respond to corporate actions on a best efforts basis.

With respect to securities and funds held by a Subcustodian, either
directly or indirectly (including by a securities depository or clearing
agency), notwithstanding any provision of this Agreement to the contrary,
payment for securities purchased and delivery of securities sold may be made
prior to receipt of the securities or payment, respectively, and securities or
payment may be received in a form, in accordance with governmental
regulations, rules of securities depositories and clearing agencies, or
generally accepted trade practice in the applicable local market.

With respect to the securities and funds held by a Subcustodian, either
directly or indirectly, (including by a securities depository or a clearing
agency) including demand and interest bearing deposits, currencies or other
deposits and foreign exchange contracts as referred to in Sections 2L, 2M or
2N, the Custodian shall be liable to the Fund for any losses caused the Fund
by any act or omission of any Subcustodian which constitutes a failure of the
Subcustodian to exercise reasonable care in the performance of its obligations
under the applicable subcustodian agreement. The Custodian hereby represents
to the Fund that each subcustodian agreement in effect while this Custodian
Agreement is in effect does and will require the Subcustodian to exercise
reasonable care in the performance of its obligations. The Custodian shall
nevertheless be liable to the Fund for its own negligence in transmitting any
instructions received by it from the Fund and for its own negligence in
connection with the delivery of any securities or funds held by it to any such
Subcustodian.

In the event that any Subcustodian appointed pursuant to the provisions
of this Section 3 fails to perform any of its obligations under the terms and
conditions of the applicable subcustodian agreement, the Custodian shall use
its best efforts to cause such Subcustodian to perform such obligations. In
the event that the Custodian is unable to cause such Subcustodian to perform
fully its obligations thereunder, the Custodian shall forthwith upon the
Fund's request terminate such Subcustodian in accordance with the termination
provisions under the applicable subcustodian agreement and, if necessary or
desirable, appoint another subcustodian in accordance with the provisions of
this Section 3. At the election of the Fund, it shall have the right to
enforce, to the extent permitted by the subcustodian agreement and applicable
law, the Custodian's rights against any such Subcustodian for loss or damage
caused the Fund by such Subcustodian.

At the written request of the Fund, the Custodian will terminate any
subcustodian appointed pursuant to the provisions of Section 3 in accordance
with the termination provisions under the applicable subcustodian agreement.
The Custodian will not amend any subcustodian agreement or agree to change or
permit any changes thereunder except upon the prior written approval of the
Fund.

The Custodian may, at any time in its discretion upon notification to the
Fund, terminate any Subcustodian of the Fund in accordance with the
termination provisions under the applicable Subcustodian Agreement, and at the
written request of the Fund, the Custodian will terminate any Subcustodian in
accordance with the termination provisions under the applicable Subcustodian
Agreement.

If necessary or desirable, the Custodian may appoint another subcustodian
to replace a Subcustodian terminated pursuant to the foregoing provisions of
this Section 3, such appointment to be made upon approval of the successor
subcustodian by the Fund's Board of Directors or Trustees in accordance with
the provisions of this Section 3.

In the event the Custodian intends to make any payment to a Subcustodian
under the indemnification provisions of any subcustodian agreement, the
Custodian shall give the Fund written notice of such intention no less than
thirty (30) days prior to the date such payment is to be made. The Fund shall
be obligated promptly to reimburse the Custodian the amount of such payment,
unless the Fund shall object in writing within twenty-one (21) days of receipt
of the Custodian's notice to such payment to the Subcustodian or to
reimbursement of the Custodian (i) because the Fund disputes the right of the
Subcustodian to be so indemnified or (ii) because the Fund believes that the
Custodian is responsible by reason of the Custodian's negligence or misconduct
for the event or occurrence giving rise to the Subcustodian's demand for
indemnification. In the event the Fund shall give the aforesaid written
notice of objection and the reasons therefor, the Custodian may nevertheless
make such payment to the Subcustodian without prejudice to the Custodian's
right to bring an action against and recover from the Fund for such
reimbursement; or in the alternative, the Custodian may refuse to pay the
indemnification demanded by the Subcustodian and the Fund shall in such event
indemnify and hold the Custodian harmless in respect of any recovery the
Subcustodian may obtain against the Custodian, together with the Custodian's
costs and expenses, including reasonable attorneys' fees and out-of-pocket
expenses, of defending against any judicial or other proceeding pursuant to
which such recovery was obtained.

The Custodian shall furnish annually to the Fund information concerning
foreign subcustodians employed by the Custodian. Such information shall be
similar in kind and scope to that furnished to the Fund in connection with the
initial approval of the foreign subcustodians by the Fund's Board of
Directors. In addition, the Custodian will promptly inform the Fund in the
event that the Custodian learns of a material adverse change in the financial
condition of a foreign subcustodian or is notified by a foreign banking
institution employed as a foreign subcustodian that there appears to be a
substantial likelihood that its shareholders' equity has declined or will
decline below the minimum shareholder's equity required by Rule 17f-5.

4. ASSISTANCE BY THE CUSTODIAN AS TO CERTAIN: The Custodian may
assist generally in the preparation of reports to Fund shareholders and
others, audits of accounts, and other ministerial matters of like nature.

5. POWERS AND DUTIES OF THE CUSTODIAN WITH RESPECT TO ITS ROLE AS
FINANCIAL AGENT: The Fund hereby also appoints the Custodian as the Fund's
financial agent. With respect to the appointment as financial agent, the
Custodian shall have and perform the following powers and duties:

A. RECORDS - To create, maintain and retain such records
relating to its activities and obligations under this Agreement as are
required under the Investment Company Act of 1940 and the rules and
regulations thereunder (including Section 31 thereof and Rules 3la-1 and 3la-2
thereunder) and under applicable Federal and State tax laws. All such records
will be the property of the Fund and in the event of termination of this
Agreement shall be delivered to the successor custodian.

B. ACCOUNTS - To keep books of account and render statements,
including interim monthly and complete quarterly financial statements, or
copies thereof, from time to time as reasonably requested by proper
instructions.

C. ACCESS TO RECORDS - The books and records maintained by the
Custodian pursuant to Sections 5A and 5B shall at all times during the
Custodian's regular business hours be open to inspection and audit by officers
of, attorneys for and auditors employed by the Fund and by employees and
agents of the Securities and Exchange Commission, provided that all such
individuals shall observe all security requirements of the Custodian
applicable to its own employees having access to similar records within the
Custodian and such regulations as may be reasonably imposed by the Custodian.

D. CALCULATION OF NET ASSET VALUE - To compute and determine the
net asset value per share of capital stock of the Fund as of the close of
business on the New York Stock Exchange on each day on which such Exchange is
open, unless otherwise directed by proper instructions. Such computation and
determination shall be made in accordance with (1) the provisions of the
Fund's Declaration of Trust or Certificate of Incorporation or By-Laws, as
they may from time to time be amended and delivered to the Custodian, (2) the
votes of the Board of Trustees or Directors of the Fund at the time in force
and applicable, as they may from time to time be delivered to the Custodian,
and (3) proper instructions from such officers of the Fund or other persons as
are from time to time authorized by the Board of Trustees or Directors of the
Fund to give instructions with respect to computation and determination of the
net asset value. On each day that the Custodian shall compute the net asset
value per share of the Fund, the Custodian shall provide the Fund with written
reports which permit the Fund to verify that portfolio transactions have been
recorded in accordance with the Fund's instructions and are reconciled with
the Fund's trading records.

In computing the net asset value, the Custodian may rely upon any
information furnished by proper instructions, including without limitation any
information (1) as to accrual of liabilities of the Fund and as to liabilities
of the Fund not appearing on the books of account kept by the Custodian, (2)
as to the existence, status and proper treatment of reserves, if any,
authorized by the Fund, (3) as to the sources of quotations to be used in
computing the net asset value, including those listed in Appendix B, (4) as to
the fair value to be assigned to any securities or other property for which
price quotations are not readily available, and (5) as to the sources of
information with respect to "corporate actions" affecting portfolio securities
of the Fund, including those listed in Appendix B. (Information as to
"corporate actions" shall include information as to dividends, distributions,
stock splits, stock dividends, rights offerings, conversions, exchanges,
recapitalizations, mergers, redemptions, calls, maturity dates and similar
transactions, including the ex- and record dates and the amounts or other
terms thereof.)

In like manner, the Custodian shall compute and determine the net asset
value as of such other times as the Board of Trustees or Directors of the Fund
from time to time may reasonably request.

Notwithstanding any other provisions of this Agreement, including Section
6C, the following provisions shall apply with respect to the Custodian's
foregoing responsibilities in this Section 5D: The Custodian shall be held to
the exercise of reasonable care in computing and determining net asset value
as provided in this Section 5D, but shall not be held accountable or liable
for any losses, damages or expenses the Fund or any shareholder or former
shareholder of the Fund may suffer or incur arising from or based upon errors
or delays in the determination of such net asset value unless such error or
delay was due to the Custodian's negligence, gross negligence or reckless or
willful misconduct in determination of such net asset value. (The parties
hereto acknowledge, however, that the Custodian's causing an error or delay in
the determination of net asset value may, but does not in and of itself,
constitute negligence, gross negligence or reckless or willful misconduct.)
In no event shall the Custodian be liable or responsible to the Fund, any
present or former shareholder of the Fund or any other party for any error or
delay which continued or was undetected after the date of an audit performed
by the certified public accountants employed by the Fund if, in the exercise
of reasonable care in accordance with generally accepted accounting standards,
such accountants should have become aware of such error or delay in the course
of performing such audit. The Custodian's liability for any such negligence,
gross negligence or reckless or willful misconduct which results in an error
in determination of such net asset value shall be limited to the direct,
out-of-pocket loss the Fund, shareholder or former shareholder shall actually
incur, measured by the difference between the actual and the erroneously
computed net asset value, and any expenses the Fund shall incur in connection
with correcting the records of the Fund affected by such error (including
charges made by the Fund's registrar and transfer agent for making such
corrections) or communicating with shareholders or former shareholders of the
Fund affected by such error.

Without limiting the foregoing, the Custodian shall not be held
accountable or liable to the Fund, any shareholder or former shareholder
thereof or any other person for any delays or losses, damages or expenses any
of them may suffer or incur resulting from (1) the Custodian's failure to
receive timely and suitable notification concerning quotations or corporate
actions relating to or affecting portfolio securities of the Fund or (2) any
errors in the computation of the net asset value based upon or arising out of
quotations or information as to corporate actions if received by the Custodian
either (i) from a source which the Custodian was authorized pursuant to the
second paragraph of this Section 5D to rely upon, or (ii) from a source which
in the Custodian's reasonable judgment was as reliable a source for such
quotations or information as the sources authorized pursuant to that
paragraph. Nevertheless, the Custodian will use its best judgment in
determining whether to verify through other sources any information it has
received as to quotations or corporate actions if the Custodian has reason to
believe that any such information might be incorrect.

In the event of any error or delay in the determination of such net asset
value for which the Custodian may be liable, the Fund and the Custodian will
consult and make good faith efforts to reach agreement on what actions should
be taken in order to mitigate any loss suffered by the Fund or its present or
former shareholders, in order that the Custodian's exposure to liability shall
be reduced to the extent possible after taking into account all relevant
factors and alternatives. Such actions might include the Fund or the
Custodian taking reasonable steps to collect from any shareholder or former
shareholder who has received any overpayment upon redemption of shares such
overpaid amount or to collect from any shareholder who has underpaid upon a
purchase of shares the amount of such underpayment or to reduce the number of
shares issued to such shareholder. It is understood that in attempting to
reach agreement on the actions to be taken or the amount of the loss which
should appropriately be borne by the Custodian, the Fund and the Custodian
will consider such relevant factors as the amount of the loss involved, the
Fund's desire to avoid loss of shareholder good will, the fact that other
persons or entitles could have been reasonably expected to have detected the
error sooner than the time it was actually discovered, the appropriateness of
limiting or eliminating the benefit which shareholders or former shareholders
might have obtained by reason of the error, and the possibility that other
parties providing services to the fund might be induced to absorb a portion of
the loss incurred.

E. DISBURSEMENTS - Upon receipt of proper instructions, to pay
or cause to be paid, insofar as funds are available for the purpose, bills,
statements and other obligations of the Fund (including but not limited to
interest charges, taxes, management fees, compensation to Fund officers and
employees, and other operating expenses of the Fund).

6. STANDARD OF CARE AND RELATED MATTERS:

A. LIABILITY OF THE CUSTODIAN WITH RESPECT TO PROPER
INSTRUCTION; EVIDENCE OF AUTHORITY; ETC. The Custodian shall not be liable
for any action taken or omitted in reliance upon proper instructions believed
by it to be genuine or upon any other written notice, request, direction,
instruction, certificate or other instrument believed by it to be genuine and
signed by the proper party or parties.

The Secretary or Assistant Secretary of the Fund shall certify to the
Custodian the names, signatures and scope of authority of all persons
authorized to give proper instructions or any other such notice, request,
direction, instruction, certificate or instrument on behalf of the Fund, the
names and signatures of the officers of the Fund, the name and address of the
Shareholder Servicing Agent, and any resolutions, votes, instructions or
directions of the Fund's Board of Trustees or Directors or shareholders. Such
certificate may be accepted and relied upon by the Custodian as conclusive
evidence of the facts set forth therein and may be considered in full force
and effect until receipt of a similar certificate to the contrary.

So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Agreement.

The Custodian shall be without liability for any action reasonably taken
or omitted pursuant to advice received from (i) counsel regularly retained by
the Custodian in respect of custodian matters, (ii) counsel for the Fund, or
(iii) such other counsel as the Fund and the Custodian may agree upon,
provided, however, with respect to the performance of any action or omission
of any action upon such advice, the Custodian shall be required to conform to
the standard of care set forth in Section 6C. The Custodian may be entitled,
subject to prior approval of the Fund, to seek reimbursement for such legal
expenses as may be agreed upon between the Fund and the Custodian.

B. LIABILITY OF THE CUSTODIAN WITH RESPECT TO USE OF SECURITIES
SYSTEM - With respect to the portfolio securities, cash and other property of
the Fund held by a Securities System, the Custodian shall be liable to the
Fund only for any loss or damage to the Fund resulting from use of the
Securities System if caused by any negligence, misfeasance or misconduct of
the Custodian or any of its agents or of any of its or their employees or from
any failure of the Custodian or any such agent to enforce effectively such
rights as it may have against the Securities System. At the election of the
Fund, it shall be entitled to be subrogated to the rights of the Custodian
with respect to any claim against the Securities System or any other person
which the Custodian may have as a consequence of any such loss or damage to
the Fund if and to the extent that the Fund has not been made whole for any
such loss or damage.

C. STANDARD OF CARE; LIABILITY; INDEMNIFICATION - The Custodian
shall be held only to the exercise of reasonable care and diligence in
carrying out the provisions of this Agreement, provided that the Custodian
shall not thereby be required to take any action which is in contravention of
any applicable law. The Fund agrees to indemnify and hold harmless the
Custodian and its nominees from all claims and liabilities (including counsel
fees) incurred or assessed against it or its nominees in connection with the
performance of this Agreement, except such as may arise from its or its
nominee's breach of the relevant standard of conduct set forth in this
Agreement. Without limiting the foregoing indemnification obligation of the
Fund, the Fund agrees to indemnify the Custodian and any nominee in whose name
portfolio securities or other property of the Fund is registered against any
liability the Custodian or such nominee may incur by reason of taxes assessed
to the Custodian or such nominee or other costs, liability or expense incurred
by the Custodian or such nominee resulting directly or indirectly from the
fact that portfolio securities or other property of the Fund is registered in
the name of the Custodian or such nominee.

It is also understood that the Custodian shall not be liable for any loss
involving any securities, currencies, deposits or other property of the Fund,
whether maintained by it, a Subcustodian, a securities depository, an agent of
the Custodian or a Subcustodian, a Securities System, or a Banking
Institution, or for any loss arising from a foreign currency transaction or
contract, where the loss results from a Sovereign Risk or where the entity
maintaining such securities, currencies, deposits or other property of the
Fund, whether the Custodian, a Subcustodian, a securities depository, an agent
of the Custodian or a Subcustodian, a Securities System or a Banking
Institution, has exercised reasonable care maintaining such property or in
connection with the transaction involving such property. A "Sovereign Risk"
shall mean nationalization, expropriation, devaluation, revaluation,
confiscation, seizure, cancellation, destruction or similar action by any
governmental authority, de facto or de jure; or enactment, promulgation,
imposition or enforcement by any such governmental authority of currency
restrictions, exchange controls, taxes, levies or other charges affecting the
Fund's property; or acts of war, terrorism, insurrection or revolution; or any
other act or event beyond the Custodian's control.

D. REIMBURSEMENT OF ADVANCES - The Custodian shall be entitled
to receive reimbursement from the Fund on demand, in the manner provided in
Section 7, for its cash disbursements, expenses and charges (including the
fees and expenses of any Subcustodian or any Agent) in connection with this
Agreement, but excluding salaries and usual overhead expenses.

E. SECURITY FOR OBLIGATIONS TO CUSTODIAN - If the Fund shall
require the Custodian to advance cash or securities for any purpose for the
benefit of the Fund, including in connection with foreign exchange contracts
or options (collectively, an "Advance"), or if the Custodian or any nominee
thereof shall incur or be assessed any taxes, charges, expenses, assessments,
claims or liabilities in connection with the performance of this Agreement
(collectively a "Liability"), except such as may arise from its or such
nominee's breach of the relevant standard of conduct set forth in this
Agreement, then in such event any property at any time held for the account of
the Fund by the Custodian or a Subcustodian shall be security for such Advance
or Liability and if the Fund shall fail to repay or indemnify the Custodian
promptly, the Custodian shall be entitled to utilize available cash and to
dispose of the Fund's property, including securities, to the extent necessary
to obtain reimbursement or indemnification.

F. APPOINTMENT OF AGENTS - The Custodian may at any time or
times in its discretion appoint (and may at any time remove) any other bank or
trust company as its agent (an "Agent") to carry out such of the provisions of
this Agreement as the Custodian may from time to time direct, provided,
however, that the appointment of such Agent (other than an Agent appointed
pursuant to the third paragraph of Section 3) shall not relieve the Custodian
of any of its responsibilities under this Agreement.

G. POWERS OF ATTORNEY - Upon request, the Fund shall deliver to
the Custodian such proxies, powers of attorney or other instruments as may be
reasonable and necessary or desirable in connection with the performance by
the Custodian or any Subcustodian of their respective obligations under this
Agreement or any applicable subcustodian agreement.

7. COMPENSATION OF THE CUSTODIAN: The Fund shall pay the Custodian a
custody fee based on such fee schedule as may from time to time be agreed upon
in writing by the Custodian and the Fund. Such fee, together with all amounts
for which the Custodian is to be reimbursed in accordance with Section 6D,
shall be billed to the Fund in such a manner as to permit payment by a direct
cash payment to the Custodian.

8. TERMINATION; SUCCESSOR CUSTODIAN: This Agreement shall continue
in full force and effect until terminated by either party by an instrument in
writing delivered or mailed, postage prepaid, to the other party, such
termination to take effect not sooner than seventy five (75) days after the
date of such delivery or mailing. In the event of termination the Custodian
shall be entitled to receive prior to delivery of the securities, funds and
other property held by it all accrued fees and unreimbursed expenses the
payment of which is contemplated by Sections 6D and 7, upon receipt by the
Fund of a statement setting forth such fees and expenses.

In the event of the appointment of a successor custodian, it is agreed
that the funds and securities owned by the Fund and held by the Custodian or
any Subcustodian shall be delivered to the successor custodian, and the
Custodian agrees to cooperate with the Fund in execution of documents and
performance of other actions necessary or desirable in order to substitute the
successor custodian for the Custodian under this Agreement.

9. AMENDMENT: This Agreement constitutes the entire understanding
and agreement of the parties hereto with respect to the subject matter hereof.
No provision of this Agreement may be amended or terminated except by a
statement in writing signed by the party against which enforcement of the
amendment or termination is sought.

In connection with the operation of this Agreement, the Custodian and the
Fund may agree in writing from time to time on such provisions interpretative
of or in addition to the provisions of this Agreement as may in their joint
opinion be consistent with the general tenor of this Agreement. No
interpretative or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Agreement.

The section headings in this Agreement are for the convenience of the
parties and in no way alter, amend, limit or restrict the contractual
obligations of the parties set forth in this Agreement.

10. GOVERNING LAW: This instrument is executed and delivered in The
Commonwealth of Massachusetts and shall be governed by and construed according
to the laws of said Commonwealth.

11. NOTICES: Notices and other writings delivered or mailed postage
prepaid to the Fund addressed to the Fund at 151 FARMINGTON AVE. PPJE
HARTFORD, CT 06156 or to such other address as the Fund may have designated to
the Custodian in writing, or to the Custodian at 40 Water Street, Boston,
Massachusetts 02109, Attention: Manager, Securities Department, or to such
other address as the Custodian may have designated to the Fund in writing,
shall be deemed to have been properly delivered or given hereunder to the
respective addressee.

12. BINDING EFFECT: This Agreement shall be binding on and shall
inure to the benefit of the Fund and the Custodian and their respective
successors and assigns, provided that neither party hereto may assign this
Agreement or any of its rights or obligations hereunder without the prior
written consent of the other party.

13. COUNTERPARTS: This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original. This Agreement shall
become effective when one or more counterparts have been signed and delivered
by each of the parties.

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and behalf on the day and year first above written.

AETNA SERIES FUND, INC. /S/ JCH
"AETNA INTERNATIONAL GROWTH FUND" BROWN BROS HARRIMAN & CO.

By /s/ James C. Hamilton per pro /s/Susan Livingston
__________________________________ ___________________________

APPENDIX B
AETNA SERIES FUND, INC. /S/ JCH
"AETNA INTERNATIONAL GROWTH FUND"

THE FOLLOWING AUTHORIZED SOURCES ARE TO BE USED FOR PRICING AND FOREIGN
EXCHANGE QUOTATIONS, CORPORATE ACTIONS, DIVIDENDS AND RIGHTS OFFERINGS:

AUTHORIZED SOURCES

QUOTRON
REUTERS
INTERACTIVE DATA CORPORATION
VALORINFORM (GENEVA)
TELEKURS
SUBSCRIPTION BANKS
FUND MANAGERS
EXTEL (LONDON)
REPUTABLE FOREIGN BROKERS

APPROVED: /s/ James C. Hamilton 12/12/91
_______________________________________ __________
DATE

BROWN BROTHERS HARRIMAN & CO - GLOBAL CUSTODY NETWORK
AETNA INTERNATIONAL GROWTH FUND
APPENDIX A

<TABLE>
<CAPTION>
<S> <C> <C>
CENTRAL
COUNTRY SUBCUSTODIAN DEPOSITORY
- ------- ----------------------------------------- ----------

ARGENTINA CITIBANK N A, BUENOS AIRES AGMT NONE
7/16/81*

AUSTRALIA NATIONAL AUSTRALIA BANK LTD AGMT 5/1/85 AUSTRACLEAR

AUSTRIA CREDITANSTALT BANKVEREIN AGMT 12/18/89 KONTROLLBANK

BELGIUM BANQUE BRUXELLES LAMBERT AGMT 11/15/90 CIK

BRAZIL THE FIRST NATIONAL BANK OF BOSTON RIO NONE
DE JANEIRO AND SAO PAULO AGMT 1/5/88

CANADA ROYAL TRUST CORP AGMT 3/15/88 CDS

CHILE CITIBANK N A, SANTIAGO AGMT 7/16/81* NONE

DENMARK DEN DANSKE/PROVINSBANKEN AGMT 1/1/89 DEN VP
DANSKE SIDE LTR 7/23/91

FINLAND UNION BANK OF FINLAND AGMT 2/27/89 NONE

FRANCE BANQUE INDOSUEZ AGMT 7/19/90 SICOVAM

GERMANY BERLINER HANDELS UND BANK AGMT 6/28/90 KASSENVEREIN

GREECE CITBANK N A, ATHENS AGMT 7/16/81* NONE

HONG KONG CHASE MANHATTAN BANK, HONG KONG AGMT 6/4/79 NONE
CMB HONG KONG AGMT AMENDMENT 9/17/90

INDONESIA CITIBANK N A, JAKARTA AGMT 7/16/81* NONE

IRELAND ALLIED IRISH BANKS PLC AGMT 1/10/89 NONE

ITALY BANCA COMMERCIALE ITALALIANA AGMT 5/8/89 MONTE TITOLI

JAPAN MITSUI TRUST & BANKING CO LTD AGMT 3/1/89 NONE

KOREA CITIBANK N A, SEOUL AGMT 7/16/81* KSSC

MALAYSIA HONGKONG & SHANGHAI BKG CORP, KUALA LUMPUR NONE
HSBC REGIONAL AGMT DTD 4/19/91

MEXICO CITIBANK N A, MEXICO CITY AGMT 7/16/81* INDEVAL

NETHERLANDS AMRO BANK AGMT 12/19/88 NECIGEF

NEW ZEALAND NATIONAL AUSTRALIA BANK LTD AGMT 5/1/85 NEW NONE
ZEALAND ADDENDUM 3/7/89

NORWAY CHRISTIANA BANK AGMT 2/3/89 VPS

PHILLIPINES CITIBANK N A, MANILA AGMT 7/16/81* NONE

PORTUGAL BANKCO ESPIRITO SANTO E COMMERCIAL DE NONE
LISBOA AGMT 4/26/89

SINGAPORE HONGKONG & SHANGHAI BANKING CORP HSBC CDP
REGIONAL AGMT 4/19/91

SPAIN BANCO SANTANDER AGMT 12/14/88 NONE

SWEDEN SKANDINAVISKA ENSKILDA BKN AGMT 2/20/89* VPC

SWITZERLAND UNION BANK OF SWITZERLAND AGMT 12/20/88 SEGA

TAIWAN CITIBANK N A, TAIWAN AGMT 7/16/81* TSCD

THAILAND HONGKONG & SHANGHAI BKG CORP, SINGAPORE FOR NONE
BANGKOK - HSBC REGIONAL AGMT 4/19/91

TRANSNATIONAL BROWN BROTHERS HARRIMAN & CO EUROCLEAR
CEDEL

TURKEY CITIBANK N A, ISTANBUL AGMT 7/16/81* NONE

UNITED KINGDOM MIDLAND BANK PLC AGMT 8/8/90* TALISMAN
CGO, CMO

VENEZUELA CITIBANK N A, CARACAS AGMT 7/16/81* NONE

*CITIBANK N A AGREEMENT AMENDMENT DATED 8/31/90
</TABLE>

I HEREBY CERTIFY THAT AT ITS MEETING ON SEPTEMBER 11, 1991 THE BOARD APPROVED
THE COUNTRIES, SUBCUSTODIANS, AGREEMENTS, AND CENTRAL DEPOSITORIES LISTED ON
THIS APPENDIX.

/s/ George N. Gingold 12/11/91
______________________________________ _________________________
(SIGNATURE) (DATE)

Secretary
______________________________________
(TITLE)

Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866

September 20, 1996

Board of Directors
Aetna Series Fund, Inc.
151 Farmington Avenue
Hartford, CT 06156

Re: Opinion of Counsel - Aetna Series Fund, Inc.
___________________________________________________

Ladies and Gentlemen:

You have requested our Opinion of Counsel in connection with the filing with
the Securities and Exchange Commission of a Post-Effective Amendment to a
Registration Statement on Form N-1A with respect to Aetna Series Fund, Inc.

We have made such examination of the law and have examined such records and
documents as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.

We are of the following opinions:

1. Aetna Series Fund, Inc. ("Fund") is an open-end management investment
company.

2. The Fund is a corporation created and validly existing pursuant to
the General Laws of the State of Maryland.

3. All of the prescribed Fund procedures for the issuance of the shares
have been followed, and, when such shares are issued in accordance with the
Prospectus contained in the Registration Statement for such shares, all state
requirements relating to such Fund shares will have been complied with.

4. Upon the acceptance of purchase payments made by shareholders in
accordance with the Prospectus contained in the Registration Statement and
upon compliance with applicable law, such shareholders will have
legally-issued, fully paid, non-assessable shares of the Fund.

You may use this opinion letter, or a copy thereof, as an exhibit to the
Registration Statement.

Sincerely,

BLAZZARD, GRODD & HASENAUER, P.C.

By: /s/ RAYMOND A. O'HARA III
________________________________
Raymond A. O'Hara III