AETNA SERIES FUND INC, PRER14A, 1996-06-03

AETNA SERIES FUND INC
PRER14A, 1996-06-03

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SCHEDULE 14A
Information Required in Proxy Statement

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

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Check the appropriate box:
[ ] Preliminary Proxy Statement
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14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss.240.14a-12
..............................................................................
(Name of Registrant as Specified In Its Charter)
Aetna Series Fund, Inc.

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<PAGE>

[June 10, 1996]
Preliminary Copy

Dear Fellow Shareholders and Contractholders,

You are cordially invited by the Directors of the Aetna Series Fund, Inc.
(the "Fund"), on behalf of each of the Fund's investment portfolios
(individually, a "Series" and collectively, the "Series Funds") to attend a
Special Meeting of the Fund's Shareholders on July 19, 1996 at 9:00 a.m. to
consider several recommendations which are important to you and your Fund.

YOUR PARTICIPATION IN THIS PROCESS IS VERY IMPORTANT. PLEASE READ THE
ENCLOSED PROXY STATEMENT AND VOTE BY COMPLETING, SIGNING AND RETURNING THE
ENCLOSED PROXY CARD. WE NEED YOUR VOTE TO OBTAIN THE QUORUM NECESSARY TO HOLD
THE MEETING.

Each of the proposals to be voted at this meeting is reviewed in detail
in the enclosed Notice and Proxy Statement. These proposals include (i)
election of Directors, (ii) approval of a new advisory agreement for each of
the Series, except the Aetna Asian Growth Fund, that simplifies language, adds
certain terms and creates consistency across the investment advisory
agreements for all funds managed by Aetna; (iii) approval of a sub-advisory
arrangement for each Series, except the Aetna Asian Growth Fund and (iv) for
shareholders of the Aetna Bond Fund, a change of investment objective and
investment policy.

PLEASE NOTE THAT THE NEW ADVISORY AGREEMENT WILL NOT RESULT IN ANY
CHANGES IN ADVISORY FEES OR OTHER EXPENSES FOR ANY OF THE SERIES FUNDS. The
new advisory agreement expands the conditions under which Aetna could be held
liable to the Fund and augments Aetna's ability to use brokerage commissions
on behalf of the Series Funds.

In addition, I bring your attention to the recommendation regarding the
new subadvisory agreements for each Series. Currently, Aetna manages the
assets of each Series except those of the Aetna Growth Fund and the Aetna
Small Company Growth Fund. Aetna's affiliate, Aeltus Investment Management,
Inc. (Aeltus) currently manages the assets of these latter two Series Funds as
their subadviser. The Aetna organization has decided to combine the investment
management operations of Aetna (which currently manages in excess of $22
billion) and Aeltus (which currently manages in excess of $11 billion) to
create a single, stand-alone investment management organization, for the
purpose of enhancing the depth and quality of its investment advisory
capabilities. All of the current investment personnel of Aetna, including the
portfolio manager for each Series, will be assuming comparable positions with
Aeltus and, if the subadvisory agreements are approved, will continue to
manage your Fund through Aeltus. The Aetna Growth Fund and the Aetna Small
Company Growth Fund will continue to be managed by Aeltus, but will be managed
under a new subadvisory agreement that, among other things, provides the fund
with increased ability to hold Aeltus liable for losses incurred in managing
the Fund, increases Aeltus' ability to use brokerage commissions on behalf of
the Fund and adds the Fund as a party to each agreement.

<PAGE>

The Directors have carefully considered all of the proposals to be voted
at this meeting and unanimously recommend your approval including approval of
the new advisory and subadvisory agreements.

If you have any questions related to the Special Meeting and/or this
proxy, please call us at 1-800-632-2386.

Thank you for your participation in this process and your investment in
our Funds.

Sincerely,

Shaun P. Mathews
President

<PAGE>

[June 10, 1996]

NOTICE OF SPECIAL MEETING
OF THE SHAREHOLDERS OF

AETNA SERIES FUND, INC.
AETNA MONEY MARKET FUND
AETNA GOVERNMENT FUND
AETNA BOND FUND
THE AETNA FUND
AETNA GROWTH AND INCOME FUND
AETNA GROWTH FUND
AETNA SMALL COMPANY GROWTH FUND
AETNA INTERNATIONAL GROWTH FUND
AETNA ASIAN GROWTH FUND
AETNA ASCENT
AETNA CROSSROADS
AETNA LEGACY

A Special Meeting of the Shareholders of Aetna Series Fund, Inc. (the "Fund"),
including each of its investment portfolios (individually, a "Series" and
collectively, the "Series Funds"), will be held on July 19, 1996, at 9:00
a.m., Eastern time, at 151 Farmington Avenue, Hartford, Connecticut 06156-8962
for the following purposes:

1. to elect nine Directors to serve until their successors are elected
and qualified;

2. to approve or disapprove a Subadvisory Agreement for each Series
except the Aetna Asian Growth Fund, by and among Aetna Life
Insurance and Annuity Company ("Aetna"), its affiliate, Aeltus
Investment Management, Inc. and the Fund, on behalf of each Series;

3. to approve or disapprove a new Investment Advisory Agreement for
each of the Series Funds except the Aetna Asian Growth Fund, by and
between Aetna, the Fund's current investment adviser and the Fund,
on behalf of each Series;

4. to approve or disapprove a restatement of the investment objective
and the investment policies of the Aetna Bond Fund; and

5. to transact such other business as may properly come before the
meeting and any adjournments thereof.

Shareholders of record at the close of business on May 31, 1996 are
entitled to notice of and to vote at the meeting.

Susan E. Bryant
Secretary

<PAGE>

PROXY STATEMENT
[JUNE 10, 1996]

This Proxy Statement is given to you to provide information you should
review before voting on the matters listed on the Notice of Special Meeting on
the previous page. Your vote is being solicited by the Board of Directors (the
"Directors") of Aetna Series Fund, Inc. (the "Fund"), on behalf of each of its
investment portfolios (individually, a "Series" and collectively, the "Series
Funds"), for a special meeting of shareholders to be held on July 19, 1996,
and, if the meeting is adjourned, at any adjournment of that meeting, for the
purposes listed on the Notice.

This Statement describes the matters that will be voted on at the
meeting. The solicitation of votes is made by the mailing of this Statement
and the accompanying Proxy card on or about June 10, 1996. Aetna Life
Insurance and Annuity Company ("Aetna") and its affiliates may contact Fund
shareholders directly commencing in May 1996 to discuss the proposals
described in this Statement. The expenses in connection with preparing this
Statement and its enclosures and of all solicitations will be paid by Aetna,
the investment adviser for each Series.

A copy of the Fund's Annual Report for the fiscal year ended October 31,
1995, was mailed to shareholders on or about [December ___, 1996.] The Fund's
Semi-Annual Report will be mailed to shareholders on or about [June 28, 1996.]
The Annual Report and the Funds's most recent Semi-Annual Report will be
available upon request, without charge, to anyone entitled to vote. If you did
not receive an Annual Report or Semi-Annual Report, you may request one by
writing to Wayne Baltzer, c/o Aetna, RT2A 151 Farmington Avenue, Hartford,
Connecticut, 06156-8962, or by calling 1-800-632-2386.

Fund shareholders of record on May 31, 1996, the record date, are
entitled to be present and to vote at the meeting or any adjourned meeting.
Currently, each Series offers two classes of shares: Adviser Class shares and
Select Class shares. The shareholders of each Select Class of each Series are
subject to the same distribution and shareholder service arrangements,
including the rate at which fees are paid for such arrangements and services.
The same is true for the shareholders of each Adviser Class of each Series.
Shares of the Adviser Class and Select Class have the same rights, privileges
and preferences, except with respect to: (a) the effect of the contingent
deferred sales charge, if any; (b) the different distribution and/or service
fees borne by each class; (c) the expenses allocable exclusively to each
class; (d) voting rights on matters exclusively affecting each class; and (e)
the exchange privilege of each class. As of the record date, each class of
each Series had the following shares issued and outstanding:

<PAGE>

Aetna Small Company Growth Fund
Aetna International Growth Fund
Aetna Asian Growth Fund
Aetna Ascent
Aetna Crossroads
Aetna Legacy

As of the record date, Aetna and its affiliates owned the following
amount of shares of each class of each Series:

<TABLE>
<CAPTION>
Adviser Class Select Class
------------- ------------
<S> <C> <C>
Aetna Money Market Fund
Aetna Government Fund
Aetna Bond Fund
The Aetna Fund
Aetna Growth and Income Fund
Aetna Growth Fund
Aetna Small Company Growth Fund
Aetna International Growth Fund
Aetna Asian Growth Fund
Aetna Ascent
Aetna Crossroads
Aetna Legacy
</TABLE>

All Fund shares voted at the meeting will be counted as present at the
meeting whether they vote for, against or abstain on the Proposals. More than
50% of the total outstanding Fund shares must be present at the meeting to
have a quorum to conduct business. The shareholders of all Series will vote as
a single class with respect to Proposal 1 (Election of Directors), which can
be approved by a vote of a simple majority of Fund shares present at the
meeting. Shareholders of each Series Funds will vote separately with respect
to Proposal 2 (Approval of a Subadvisory Agreement) and Proposal 3 (Approval
of a new Investment Advisory Agreement), and only shareholders of the Aetna
Bond Fund will vote on Proposal 4 (Approval of Restatement of Investment
Objective and Policies). Each of these proposals requires the vote of a
"majority of the outstanding voting securities" of a Series to be approved
with respect to that Series. A "majority of the outstanding voting securities"
of a Series means 67% of that Series' shares present at the meeting, assuming
a majority of that Series' shares are present; or, more than 50% of all the
outstanding voting securities of that Series, if less. Shareholders of each
Series will vote as a single class regardless of whether they are Adviser
Class or Select Class shareholders.

Shares of a Series held by Aetna and its affiliates will be voted in the
same proportion as shares held by non-Aetna shareholders of that Series. A
vote to abstain is effectively a negative vote since the proposals require an
affirmative vote to be approved.

<PAGE>

In the event that a quorum of shareholders is not represented at the
meeting, the meeting may be adjourned until a quorum exists, or, even if a
quorum is represented, the meeting may be adjourned until sufficient votes to
approve any of the proposals are received. The persons named as proxies may
propose and vote for one or more adjournments of the meeting. Adjourned
meetings must be held within a reasonable time after the date originally set
for the meeting (but not more than 120 days after the record date).
Solicitation of votes may continue to be made without any obligation to
provide any additional notice of the adjournment. The persons named as proxies
will vote Series shares in favor of an adjournment at their discretion whether
instructions for those Series shares are to vote for, against or to abstain
from voting on any of the proposals to be considered at the meeting.

The number of shares that you may vote is the total of the number shown
on the proxy cards accompanying this Statement. You will receive a separate
proxy card for each Series in which you held shares on May 31, 1996.
Shareholders are entitled to one vote for each full share and a proportionate
vote for each fractional share held. Votes may be revoked by written notice to
Aetna prior to the meeting or by attending the meeting in person and
indicating that you want to vote your Fund shares.

The duly appointed proxies or authorized persons may, at their
discretion, vote upon any other matters that are raised at the meeting or any
adjournments. Additional matters would only include matters that were not
expected at the date of this Statement.

MATTERS TO BE ACTED UPON

PROPOSAL 1

ELECTION OF DIRECTORS

The persons listed in the table below are nominated to serve as Directors of
the Fund until their successors are elected and qualified. The Nominees
consent to being named in this proposal. The Nominees currently serve as
Directors and will continue to serve if reelected by the shareholders. Once
elected, the Directors continue to serve indefinitely.

<TABLE>
<CAPTION>
NAME, AGE AND Principal Occupation, First Became
POSITION WITH THE FUND Employment or Public a Trustee
- ---------------------- Directorships ------------
during last five years
----------------------

<PAGE>

<S> <C> <C>
Morton Ehrlich* Chairman and Chief Executive 1991
61 years of age Officer, Integrated Manage-
Director ment Trustee Corp.and
Universal Research
Technologies (since January
1992); President, LIFECO
Travel Services Corp. (from
October 1988 to December
1991).

Maria T. Fighetti* Attorney, New York City 1994
52 years of age Department of Mental Health
Director (since 1973).

David L. Grove* Private Investor, Economic/ 1991
77 years of age Financial Consultant (since
Director December 1988).

Timothy A. Holt Director, Senior Vice President 1996
43 years of age and Chief Financial Officer,
Director Aetna (since February 1996);
Director, Aeltus Investment
Management, Inc. ("Aeltus"),
formerly Aetna Capital
Management Company, Inc.
(since ____ 1996); Vice
President, Portfolio
Management/Investment
Group, Aetna Life and
Casualty Company (from
August 1991 to February 1996);
Treasurer, (from February
1990 to July 1991); Vice
President -- Finance and
Treasurer, Aetna Life and
Casualty Company (from
August 1989 through July
1991).

<PAGE>

Daniel P. Kearney Chairman (since February 1994
56 years of age 1996), Director (since March
Director 1991), President (since March
1994) Aetna; Director, Aeltus
(since _____ 1996); Executive
Vice President (since
December 1993), and Group
Executive, Investment Division
(from February 1991 to
December 1993), Aetna Life
and Casualty Company.

Sidney Koch* Senior Adviser, Hambro 1994
60 years of age America, Inc. (since January
Director 1993); Senior Adviser, Daiwa
Securities America, Inc. (from
1991 to January 1993)
Executive Vice President,
Daiwa Securities America, Inc.
(from 1986 to January 1991).

Shaun P. Mathews Vice President and Director, 1991
40 years of age Aetna (since March 1991);
Director and President Assistant Vice President, Aetna
Life and Casualty Company
(from July 1989 to March
1991).

Corine T. Norgaard** Dean, School of Management, 1991
58 years of age State University at New York
Director (Binghamton) (since August
1993); Professor, accounting,
University of Connecticut (from
September 1969 to June 1993);
Director, The Advest Group,
Inc. (holding company for
brokerage firm) (since August
1983).

<PAGE>

Richard G. Scheide* Private banking consultant 1993
66 years of age (since July 1992); Consultant,
Director Fleet Bank (from July 1991 to
July 1992); Executive Vice President
and Manager, Trust and Private
Banking, Bank of New England, N.A.
and Bank of New England Company (from
June 1976 to July 1991).
<FN>
* These Directors (the "Independent Directors") are not interested persons as
defined by the Investment Company Act of 1940 ("1940 Act") and the related
rules of the Securities and Exchange Commission ("Commission").

** Dr. Norgaard is a director of a holding company that has as a subsidiary a
broker-dealer that sells variable annuity contracts for Aetna. The Series
Funds are offered as investment options under certain of these variable
annuity contracts. Her position as a director of the holding company may cause
her to be an "interested person" for purposes of the 1940 Act.
</FN>
</TABLE>

The business address of each Nominee is 151 Farmington Avenue, Hartford,
Connecticut 06156-8962. The Fund held four meetings during 1995 all of which
were in person. Mr. Kearney was unable to attend any of the board meetings in
1995. All other Directors attended all meetings.

Each Nominee is currently a director or trustee of each of the following
management investment companies managed by Aetna: Aetna GET Fund; Aetna Income
Shares; Aetna Variable Fund; Aetna Investment Advisers Fund, Inc.; Aetna
Generation Portfolios, Inc.; and Aetna Variable Encore Fund (collectively with
the Fund, the "Fund Complex").

As of May 31, 1996, Directors and officers of the Fund beneficially owned
less than 1% of each Series' outstanding shares.

REMUNERATION OF OFFICERS AND DIRECTORS

None of the Fund's officers nor any Directors who are employees of Aetna
are entitled to any compensation from the Fund. During 1995, the following
Directors earned the following for their services as Directors to the Fund and
the Fund Complex:

<PAGE>

<TABLE>
<CAPTION>
Aggregate Total Compensation
Compensation From Fund Complex
From Fund Paid to Directors

<S> <C> <C>
Morton Ehrlich $15,075 $46,000
Maria T. Fighetti $15,075 $46,000
David L. Grove* $15,575 $46,500
Sidney Koch $16,075 $47,000
Corine T. Norgaard $16,765 $51,000
Richard G. Scheide $15,575 $46,500
------- -------

Total $94,140 $283,000

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

COMMITTEES

The Directors have standing Audit, Contract Review and Pricing
Committees. The Contract Review and Audit Committees include all the Directors
who are not employees of Aetna. Dr. Norgaard is the Chairperson of the Audit
Committee and Mr. Koch is the Chairperson of the Contract Review Committee.
The Audit Committee reviews the relationship between the Fund and its
independent public accountants. The Contract Review Committee reviews the
Fund's investment advisory, subadvisory and administrative services contracts
at least annually in connection with considering the continuation of those
contracts. That Committee also meets any time there is a proposal to amend any
of those agreements. The Fund's Pricing Committee consists of Mr. Mathews
(Chairperson), Mr. Koch, Dr. Norgaard, and Mr. Scheide. The Pricing Committee
is responsible for acting upon and approving the Fund's net asset value at
times of market disruption or in any situation where the range of possible
valuations of individual securities could cause the net asset value of the
Fund's shares to vary materially. In 1995, the Audit Committee met two times,
the Contract Review Committee met two times, and the Pricing Committee met
once. All members of these committees attended all the committee meetings. The
Board of Directors does not have a standing nominating committee for the Fund
nor a standing compensation committee.

PROPOSAL 2

APPROVAL OF SUBADVISORY AGREEMENTS

The Independent Directors have unanimously approved, and recommend that
the shareholders of each Series approve, a subadvisory agreement for each
Series except the Aetna Asian Growth Fund (the "Subadvisory Agreement"), among
the

<PAGE>

Fund, on behalf of each Series, Aetna, and Aetna's affiliate, Aeltus Investment
Management, Inc. ("Aeltus").

The Aetna Growth Fund and the Aetna Small Company Growth Fund currently
each have a subadvisory agreement with Aeltus. Shareholders of each of these
Series are being asked to approve a new subadvisory agreement containing
certain changes to the subadvisory agreement already in effect. These changes
are intended to modify certain terms and language used to create consistency
across the subadvisory agreements proposed for all Series; to revise the
liability provisions so that if Aeltus acts negligently it is liable to the
Series; to enlarge Aeltus' ability to use brokerage commissions to pay Series
expenses to the extent allowed by current law; to expand the duties and
services to be provided by Aeltus; and to increase the subadvisory fee that
Aetna will pay Aeltus, in recognition of the expanded duties and services that
Aeltus will provide to the Series. These include obligations to produce
additional reports and data for the Fund's Board and for Aetna and to supply
further administrative and accounting services. A comparison of Aeltus'
current and proposed subadvisory fee is provided below, at page 12. THIS
PROPOSED CHANGE IN THE SUBADVISORY FEE PAID BY AETNA TO AELTUS WILL HAVE NO
EFFECT ON THE ADVISORY FEES THAT THE AETNA GROWTH FUND AND THE AETNA SMALL
COMPANY GROWTH FUND EACH CURRENTLY PAYS TO AETNA TO MANAGE EACH OF THESE
SERIES.

Shareholders of each of the remaining Series, except the Aetna Asian
Growth Fund, are being asked to approve a separate Subadvisory Agreement for
their Series.

The Subadvisory Agreements on behalf of each Series are identical in all
materials respects except, as discussed below, with regard to the compensation
paid by Aetna to Aeltus. A copy of the form of the Subadvisory Agreement is
included with this Statement as Exhibit A. A copy of the current subadvisory
agreements on behalf of the Aetna Growth Fund and the Aetna Small Company
Growth Fund are included with this Statement as Exhibits B and C.

WHY IS AETNA PROPOSING A SUBADVISORY ARRANGEMENT?

As part of a strategic review of its investment operations, the Aetna
organization performed an in-depth analysis of various organizational
structures. It has concluded that it should combine its investment advisory
businesses into a single stand-alone investment management subsidiary. From an
operating perspective, this is intended primarily as a corporate
restructuring. To accomplish this goal, Aetna would combine its investment
management operations with those of Aetna's affiliate, Aeltus. The combined
entity would be a separate corporate entity managing over $33 billion in
assets and would operate under the name Aeltus. This type of business
structure is used by a number of investment providers in today's marketplace
and is consistent with maintaining a focused, well-qualified and fully
integrated investment capability. Complementing the significant investments
and enhancements Aetna has made to its advisory capabilities over the last two
years, Aeltus would add more depth of personnel, different styles of
investment management and additional research and quantitative modeling
capability. Your Series would benefit from

<PAGE>

this larger investment advisory entity in such ways as more efficient
execution of securities transactions.

WHAT IS BEING PROPOSED?

To accomplish the combination, all of the current investment personnel
and staff of Aetna would assume comparable positions with Aeltus and would
continue to provide investment services to your Series. Immediately following
the combination, it is expected that the current portfolio manager of your
Series will remain unchanged. Aetna and the Fund, on behalf of each Series
except the Aetna Asian Growth Fund, then would enter into a separate new
subadvisory agreement with Aeltus to provide the investment management
services to that Series. Although Aeltus is already a part of the Aetna
organization, the 1940 Act requires that the shareholders of each Series
approve that Series' Subadvisory Agreement. Under the proposed Subadvisory
Agreement, Aeltus would be responsible for deciding which securities to buy,
which to sell and which to keep for each Series. It would also be placing
trades for those securities with third party broker-dealers and, to the extent
directed by Aetna, would be handling the back office administrative functions
related to those activities. It is expected that those activities would
include determining the value of each Series' net assets on a daily basis and
preparing, and providing to Aetna, such other reports, data and information as
Aetna or the Directors request from time to time. In connection with the
management of each Series, Aeltus would be responsible for assuring that the
assets acquired for each Series are in compliance with that Series' objectives
and policies.

Aetna would bear the ultimate responsibility for overseeing the
investment advice provided to each Series. It would monitor Aeltus' activities
to ensure that Aeltus is following regulatory and Board policies, restrictions
and guidelines in managing each Series' assets. Aetna would be responsible for
reporting to the Directors on a regular basis and assuring that Aeltus
maintains an adequate compliance program. The many years of experience Aetna
has in managing assets for mutual funds and for its own portfolio will enable
it to monitor Aeltus' activities to the advantage of each Series'
shareholders.

WHO IS AELTUS?

Aeltus is a Connecticut corporation organized in 1972 under the name
Aetna Capital Management, Inc. It currently has its principal offices at 242
Trumbull St., Hartford, Connecticut. Aeltus is a part of the Aetna
organization, and is a wholly-owned subsidiary of Aetna Retirement Holdings,
Inc. which is also the parent of Aetna and which is a wholly-owned subsidiary
of Aetna Retirement Services, Inc. Aetna Retirement Services is a wholly-owned
subsidiary of Aetna Life and Casualty Company, a financial services company
with stock listed for trading on the New York Stock Exchange. John Y. Kim
currently serves as the President, Chief Executive Officer and Chief
Investment Officer of Aeltus. Aeltus is registered with the Commission as an
investment adviser.

<PAGE>

WHAT ARE THE MATERIAL TERMS OF THE PROPOSED SUBADVISORY AGREEMENTS BETWEEN
AETNA AND AELTUS?

The Subadvisory Agreements give Aeltus broad latitude in selecting
securities for each Series subject to Aetna's oversight. The Agreements also
allow Aeltus to place trades through brokers of its choosing and to take into
consideration the quality of the brokers' services and execution, as well as
services such as research and providing equipment or paying Series expenses,
in setting the amount of commissions paid to a broker. The use of research and
expense reimbursements in determining and paying commissions is referred to as
"soft dollar" practices. Aeltus will only use soft dollars for services and
expenses to the extent Aetna is authorized to do so under the Investment
Advisory Agreement, but only as authorized by applicable law and the rules and
regulations of the Commission.

The Subadvisory Agreements require Aeltus to reduce its fee if Aetna is
required to reduce its fee under the Investment Advisory Agreement. Aetna has
agreed to reduce its fee or reimburse each Series if the expenses borne by the
Series would exceed the expense limitations of any jurisdiction in which the
Series' shares are qualified for sale. Aetna would not be obligated to
reimburse the Series for any expenses which exceed the amount of its advisory
fee for that year. The Subadvisory Agreements obligate Aeltus to reduce its
fee by 60% of the amount of Aetna's fee reduction.

The Subadvisory Agreements provide that, if approved, it will be
effective August 1, 1996 or, if the meeting is adjourned, on the first day of
the next month following the date on which the shareholders approve the
Subadvisory Agreements. It will continue in effect until December 31, 1997 and
thereafter from year to year if approved by the Directors, including a
majority of the Independent Directors. The Subadvisory Agreements will
terminate automatically if the Investment Advisory Agreement terminates or if
there is a change in control of Aeltus. It can be terminated by Aeltus, Aetna
or the Fund, on behalf of a Series, on 60 days' notice. If the Subadvisory
Agreements terminate, the Series' investment adviser would automatically
assume all management functions for the Series. The Subadviser can be held
liable to the Adviser and the Series for negligence, bad faith, willful
malfeasance or reckless disregard of its obligations or duties under the
Subadvisory Agreements.

WHAT WILL THE SUBADVISORY AGREEMENTS COST AETNA ON BEHALF OF EACH SERIES?

The Subadvisory Agreement for each Series provides that the annual rate
of Aeltus' subadvisory fee as a percentage of average daily net assets will
determined in accordance with the following schedule for each Series listed
below. For the Aetna Growth Fund and the Aetna Small Company Growth Fund, the
current fee schedule as reflected in the existing subadvisory agreement is
also provided.

<PAGE>

Aetna Money Market Fund:

0.30% on the first $500 million
0.265% on the next $500 million
0.255% on next $2 billion
0.225% over $3 billion

Aetna Government Fund and Aetna Bond Fund:

0.35% on the first $250 million
0.335% on the next $250 million
0.315% on the next $250 million
0.30% on the next $1.25 billion
0.28% over $2 billion

The Aetna Fund, Aetna Ascent, Aetna Crossroads and
Aetna Legacy:

0.50% on the first $500 million
0.47% on the next $500 million
0.44% on next $1 billion
0.41% over $2 billion

Aetna Growth and Income Fund:

0.45% on the first $250 million
0.42% on the next $250 million
0.405% on the next $250 million
0.39% on the next $1.25 billion
0.355% over $2 billion

Aetna International Growth Fund

0.55% on the first $250 million
0.52% on the next $250 million
0.505% on the next $250 million
0.49% on the next $1.25 billion
0.455% over $2 billion

<PAGE>

<TABLE>
Aetna Growth Fund:

<CAPTION>
Current Fee Schedule Proposed Fee Schedule
-------------------- ---------------------
<S> <C>
0.45% on the first $50 million 0.45% on the first $250 million
0.40% on the next $50 million 0.42% on the next $250 million
0.30% on the next $50 million 0.405% on the next $250 million
0.25% over $150 million 0.39% on the next $1.25 billion
0.355% over $2 billion
</TABLE>

<TABLE>
Aetna Small Company Growth Fund

<CAPTION>
Current Fee Schedule Proposed Fee Schedule
-------------------- ---------------------
<S> <C>
0.55% on first $50 million 0.55% on the first $250 million
0.40% on next $50 million 0.52% on the next $250 million
0.30% on next $50 million 0.505% on the next $250 million
0.25% over $150 million 0.49% on the next $1.25 billion
0.47% over $2 billion
</TABLE>

Aetna believes this proposed compensation is fair and reasonable for the
services being provided by Aeltus. This fee is not charged back to, or paid
by, a Series; it is paid by Aetna out of its own resources, including fees and
charges it receives from or in connection with the Fund.

WHAT IS THE BOARD OF DIRECTORS RECOMMENDATION?

The Board of Directors unanimously recommends voting FOR approval of the
Subadvisory Agreement for each Series.

WHAT FACTORS DID THE BOARD OF DIRECTORS CONSIDER IN REACHING ITS
RECOMMENDATION?

The Directors considered the proposed Subadvisory Agreements at meetings
held on December 12, 1995, and February 28, 1996. Moreover, the Contract
Review Committee of the Board of Directors, consisting solely of the Directors
who are not employees of Aetna, considered the Subadvisory Agreements at
meetings held on December 11, 1995, February 6, 1996, and February 27, 1996.
At all such meetings, the Directors were advised throughout by Messrs.
Goodwin, Procter & Hoar, their own independent counsel.

The Directors' recommendation was based on their conclusion that approval
of the Subadvisory Agreements would mean that the shareholders of each Series
would receive the benefits of the talents of both Aetna and Aeltus working for
the Series.

<PAGE>

WHAT HAPPENS IF THE SUBADVISORY AGREEMENT IS NOT APPROVED?

If the Subadvisory Agreement for a Series is not approved, Aetna would
continue as investment adviser to that Series and would retain access to all
of its current investment advisory capabilities.

PROPOSAL 3

APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT

The Independent Directors have unanimously approved a new Investment
Advisory Agreement for each Series except the Asian Growth Fund (the "Advisory
Agreement") between the Fund, on behalf of each Series, and Aetna as its
investment adviser and recommend that you vote FOR this Proposal.

WHAT IS BEING PROPOSED?

As part of its comprehensive, strategic review of its investment
management operations and products, during the past several years, Aetna has
been reviewing its various agreements and arrangements for providing services
to, and managing, the funds it advises. Based on this review, Aetna proposed a
restructuring of its investment advisory operations as described in Proposal
2. Aetna is also proposing to enter into a new Investment Advisory Agreement
with the Fund, on behalf of each Series except the Asian Growth Fund, to
simplify the language used and to add certain terms that create consistency
across the investment advisory agreements for all Series Funds and funds
managed by Aetna. THE NEW ADVISORY AGREEMENT WILL NOT RESULT IN A CHANGE IN
ADVISORY FEES FOR ANY SERIES. The Directors of the Fund are unanimously
recommending approval of the new Advisory Agreement for each Series for the
reasons identified below.

WHAT ARE THE PRIMARY DIFFERENCES BETWEEN THE EXISTING INVESTMENT ADVISORY
AGREEMENTS AND THE PROPOSED ADVISORY AGREEMENTS?

The proposed Advisory Agreement for each Series has been updated in
several respects. The language has been simplified where possible; the
liability provisions make it clear that Aetna is liable to the Series for
Aetna's negligence; and it expands Aetna's ability to use brokerage
commissions to pay Series expenses to the extent allowed by current law. The
proposed Advisory Agreements for each Series are identical in all material
respects, except with regard to the advisory fee payable to Aetna on behalf of
each Series. Further, the existing advisory agreements for all Series are
identical in all material respects, except with regard to the advisory fee
payable to Aetna on behalf of each Series. Accordingly, a copy of the form of
proposed Advisory Agreement is included with this Statement as Exhibit D, and
a copy of the form of the existing agreement is included as Exhibit E.

<PAGE>

Under both the existing and proposed investment advisory agreements,
Aetna is obligated to manage and oversee each Series' day to day operations
and to manage its investment portfolio, whether directly or as discussed in
Proposal 2 under a Subadvisory Agreement with Aeltus.

WHAT IS THE PROPOSED CHANGE TO THE LIABILITY AND INDEMNIFICATION PROVISIONS?

The existing advisory agreement provides that Aetna is liable to a
Series, and the Series is entitled to be indemnified by Aetna if the Series
suffers a loss or incurs a liability as a result of Aetna's bad faith, gross
negligence or willful or reckless misconduct. The Directors recommend that
this provision be revised so that the standard is changed from "gross
negligence" to simply "negligence." This change would mean that Aetna would be
held accountable for all its acts of negligence that hurt the Series, not just
its acts of "gross" negligence. The overall effect of the liability and
indemnification provision of the new Advisory Agreement would be to provide
the Series with greater protection.

WHAT IS THE CHANGE IN THE USE OF BROKERAGE COMMISSIONS FOR SERIES FUNDS?

The existing agreement allows the investment adviser to take into
consideration research and related services provided by a broker to the
adviser in paying commissions to a broker for portfolio transactions of the
Series Funds. The Directors recommend that the investment adviser also should
be allowed to take into consideration Series expenses actually paid by the
broker on behalf of the Series where it is allowed by current law. The
investment adviser of a Series is required to place trades for the Series'
securities with brokers who provide "best execution." This does not always
mean the lowest commission if the broker provides research or other related
services to the adviser. Recent developments have indicated that the
Commission will also allow an adviser to place trades with a broker, and to
take into consideration in the commissions, actual expenses paid by the broker
for the Series. This can only be done in compliance with certain reporting
rules and only with respect to expenses that directly benefit the Series,
which is paying the commissions. The proposed Advisory Agreement for each
Series would allow such transactions subject to applicable laws.

WHAT ARE THE OTHER SIGNIFICANT PROVISIONS OF THE ADVISORY AGREEMENT?

The Advisory Agreement gives Aetna broad latitude in selecting securities
for each Series subject to the Directors' oversight. Under the Advisory
Agreement, Aetna may delegate to a subadviser its functions in managing each
Series' investment portfolio, subject to Aetna's oversight. See Proposal 2.
The Advisory Agreement allows Aetna to place trades through brokers of its
choosing and to take into consideration the quality of the brokers' services
and execution, as well as services such as research, providing equipment to a
Series, or paying Series expenses, in setting the amount of commissions paid
to a broker. Aetna will only use these commissions for services and expenses
to the extent authorized by applicable law and the rules and regulations of
the Commission.

<PAGE>

Under the Advisory Agreement for each Series, Aetna has agreed to reduce
its fee or reimburse the Series if the expenses borne by the Series would
exceed the expense limitations of any jurisdiction in which Series shares are
qualified for sale. Aetna would not be obligated to reimburse the Series for
any expenses which exceed the amount of its advisory fee for that year. The
Advisory Agreement also provides that Aetna would be responsible for all of
its own costs including costs of Aetna personnel required to carry out its
investment advisory duties.

The Advisory Agreement provides that if approved it will be effective
August 1, 1996 or, if the meeting is adjourned, on the first day of the next
month following the date on which the shareholders approve the Subadvisory
Agreement. It will continue in effect until December 31, 1997 and thereafter
from year to year if approved by the Directors, including a majority of the
Independent Directors. The Advisory Agreement will terminate automatically if
there is a change in control of Aetna. It can be terminated by the Directors,
shareholders of a Series or Aetna on 60 days' notice.

All of these provisions are the same as those in the existing investment
advisory agreement which has been in effect since April 1994 when it was last
submitted to shareholders. The 1994 changes involved clarifying Aetna's
responsibilities and its ability to appoint a subadviser, described Aetna's
arrangements with broker-dealers and clarified the allocation of expenses to
each party. Subsequent to 1994, the existing agreement has been considered and
continued by the Directors annually.

WHO IS AETNA?

Aetna is a Connecticut corporation, licensed as an insurance company in
all 50 states. Through its predecessors, Aetna has been offering variable
products and annuities to the public since the 1950's. It currently manages
approximately $22 billion in assets. Aetna is a wholly-owned subsidiary of
Aetna Retirement Holdings, Inc., which, in turn, is a wholly-owned subsidiary
of Aetna Retirement Services, Inc., and an indirect wholly-owned subsidiary of
Aetna Life and Casualty Company. Aetna is registered with the Commission as an
investment adviser and a broker-dealer. Aetna serves as the underwriter for
the Fund's shares. The principal offices of Aetna and its parents are located
at 151 Farmington Avenue, Hartford, Connecticut, 06156-8962.

WHAT FEES OR CHARGES ARE PAID BY SERIES FUNDS?

During 1995, Aetna received fees for serving as the investment adviser to
the Series Funds and for providing administrative services to them. The table
below includes the aggregate amount of fees that Aetna received from each
Series for providing these services for the fiscal year ended October 31,
1995. Aetna continues to provide administrative services to the Series Funds
during the current fiscal year, and it will continue to do so until the Fund's
Directors decide otherwise. Following the table are schedules that list, for
each

<PAGE>

Series, the annual rate of Aetna's advisory fee as a percentage of average
daily net assets.

<TABLE>
<CAPTION>
SERIES FUNDS MANAGEMENT FEES ADMINISTRATIVE SERVICES FEES
- ------------ --------------- ----------------------------
<S> <C> <C>
Money Market Fund $ 0* $98,381*

Government Fund $ 0* $33,318*

Bond Fund $ 84,043 $113,832

The Aetna Fund $ 660,118* $220,820

Growth & Income Fund $2,288,249 $830,718

Growth Fund $ 196,952* $ 82,661

Small Company Fund $ 235,390* $ 75,751

International Growth Fund $ 397,785* $138,945

Ascent $ 157,225 $ 49,133

Crossroads $ 156,356 $ 48,861

Legacy $ 155,255 $ 48,517

<FN>
* Fee after fee waiver and/or expense reimbursement. From time to time, the
Aetna may agree to waive all or a portion of its management fee and/or its
administrative fee for a particular Series and to reimburse some or all of a
particular Series' expenses. Such fee waiver/expense reimbursement
arrangements may be modified or terminated at any time.
</FN>
</TABLE>

SERIES MANAGEMENT FEE SCHEDULES

Aetna Money Market Fund:

0.40% on the first $500 million
0.35% on the next $500 million
0.34% on next $1 billion
0.33% on next $1 billion
0.30% over $3 billion

<PAGE>

Aetna Government Fund and Aetna Bond Fund:

0.50% on the first $250 million
0.475% on the next $250 million
0.45% on the next $250 million
0.425% on the next $1.25 billion
0.40% over $2 billion

The Aetna Fund, Aetna Ascent, Aetna Crossroads and
Aetna Legacy:

0.80% on the first $500 million
0.75% on the next $500 million
0.70% on next $1 billion
0.65% over $2 billion

Aetna Growth and Income Fund and Aetna Growth Fund:

0.70% on the first $250 million
0.65% on the next $250 million
0.625% on the next $250 million
0.60% on the next $1.25 billion
0.55% over $2 billion

Aetna International Growth Fund

0.85% on the first $250 million
0.80% on the next $250 million
0.775% on the next $250 million
0.75% on the next $1.25 billion
0.70% over $2 billion

Aetna Small Company Growth Fund

0.85% on the first $250 million
0.80% on the next $250 million
0.775% on the next $250 million
0.75% on the next $1.25 billion
0.725% over $2 billion

Aetna also serves as the investment advisor to funds that have similar
investment objectives to certain of the Series Funds. The following table
identifies each of these corresponding funds, and also provides each fund's
type or similar Series (in parenthesis), approximate size and the

<PAGE>

annual rate (as a percentage of average daily net assets) of Aetna's
compensation for serving as the investment adviser to such corresponding fund.

<TABLE>
<CAPTION>
FEE RATE OF
ASSETS AS OF CORRESPONDING FUND
CORRESPONDING FUND 12/31/95 (CURRENT/PROPOSED)
- ------------------ ------------ -------------------
<S> <C> <C>
Aetna Variable $514 million 0.25%/0.25%*
Encore Fund (money
market fund)

Aetna Income $667 million 0.25%/0.40%*
Shares (bond fund)

Aetna Investment $1.2 billion 0.25%/0.50%*
Advisers Fund, Inc.
(balanced fund
similar to The
Aetna Fund)

Aetna Variable $5.66 billion 0.25%/0.50%*
Fund (growth
and income fund)

Aetna Ascent $18.8 million 0.50%/0.60%*
Portfolio (Ascent)

Aetna Crossroads $18.8 million 0.50%/0.60%*
Portfolio
(Crossroads)

Aetna Legacy $18.2 million 0.50%/0.60%*
Portfolio
(Legacy)

<FN>
* Each of these funds is only available as an investment option under
variable contracts offered by Aetna and its affiliates. The current management
fee payable by each of these funds was established initially based on the
overall charge structure of the variable contracts under which they were being
made available. These fees have remained unchanged since each funds'
inception, which was in the 1970's for certain of them. In recognition of the
changing charge structure in the variable product industry and other changes
in the mutual fund and investment management industries since each funds'
inception, the Board of each of these funds, except the Aetna Variable Encore
Fund, has approved a proposed increase in the advisory fee payable to Aetna.
The proposed fee increases must be approved by each funds' shareholders before
becoming effective on August 1, 1996. THESE PROPOSED FEE INCREASES WILL NOT
RESULT IN A CHANGE IN ADVISORY FEES FOR ANY SERIES.
</FN>
</TABLE>

WHAT IS THE BOARD OF DIRECTORS RECOMMENDATION?

The Board of Directors unanimously recommends voting FOR approval of the
new Advisory Agreement for each Series.

WHAT FACTORS DID THE BOARD OF DIRECTORS CONSIDER IN REACHING ITS
RECOMMENDATION?

The Directors considered the proposed Advisory Agreement for each Series
at meetings held on December 12, 1995, and February 28, 1996. The Contract
Review

<PAGE>

Committee of the Board of Directors, consisting solely of Directors who are
not employees of Aetna, considered the Advisory Agreements at meetings held on
December 11, 1995, February 6, 1996 and February 27, 1996. At all such
meetings, these Directors were advised throughout by Messrs. Goodwin, Procter
& Hoar, their own independent counsel.

The Directors' approval of the new Advisory Agreement for each Series was
based on the following factors, all of which they considered material and
which are listed in the order of their importance, with the most important
factor listed first:

1. The nature, quality, and scope of services Aetna currently provides,
including the enhancements Aetna is currently maintaining and which
have been made over the past two years with regard to investment,
administrative, operational and shareholder services. These
enhancements include: (i) the hiring of a number of highly qualified
and experienced investment professionals, (ii) replacing its former
compensation system with a more competitive system designed to
attract and retain such highly qualified personnel, (iii)
instituting the use of quantitative research and analytical tools
and techniques, and (iv) upgrading its information and reporting
systems.

2. The nature, quality, and scope of services Aeltus would provide
under the Sub-Advisory Agreement, including the benefits to be
derived from the combination of Aetna's and Aeltus' investment
management capabilities;

3. The level of the advisory fee and other fees paid to Aetna in
general, and as compared to its competitive peer group; and

4. The new Advisory Agreement will benefit each Series' shareholders by
clarifying the liability provisions, expanding Aetna's ability to
use brokerage commissions to pay a Series' expenses (except those of
the Aetna Money Market Fund, which currently does not incur
brokerage commissions) and increasing the efficiency of Aetna's
monitoring procedures through the use of uniform terms and
provisions.

In the course of its deliberations, the Directors asked for and received
extensive data concerning, among other things, (i) the nature, quality and
scope of services that Aetna currently provides, and that Aeltus, after
combining with Aetna, would provide, (ii) Aetna's profitability, (iii) Aetna's
financial condition, and (iv) the level of Aetna's current fee in general and
as compared to its competitive peer group.

WHAT WOULD HAPPEN IF THE ADVISORY AGREEMENT IS NOT APPROVED?

If the Advisory Agreement is not approved by a Series' shareholders, the
existing agreement will continue in effect for that Series. Aetna expects that
it would still proceed with the Subadvisory Agreement with Aeltus, if it is
approved.

<PAGE>

PROPOSAL 4

APPROVAL OF RESTATEMENT OF INVESTMENT OBJECTIVES AND POLICIES

The Board of Directors has unanimously approved a restatement of the
investment objective of the Aetna Bond Fund (the "Bond Fund") and a related
restatement of the Bond Fund's investment policies, and recommends that
shareholders of the Bond Fund vote FOR this Proposal. The proposed changes are
intended to increase the flexibility available in managing the Bond Fund as
well as to maximize its ability to be responsive to market conditions, so that
higher yields may be obtained without undue risks. Of course, market
conditions change, and there can be no assurance that adoption of this
Proposal will result in the Bond Fund's realizing yields higher than it
currently realizes.

WHY IS AETNA PROPOSING CHANGES TO THE BOND FUND'S INVESTMENT OBJECTIVE AND
INVESTMENT POLICIES?

Aetna, the investment adviser to the Bond Fund, has concluded that the
current investment objective and policies, which require the Bond Fund to
invest primarily in "high quality" securities, limits the ability of the Bond
Fund to invest in other appropriate securities that provide, in Aetna's
judgment, a reasonable return consistent with reasonable risk. Accordingly,
Aetna has recommended that the Bond Fund restate its investment objective, and
make related changes to its investment policy, in order to increase the range
of available investments and to provide for more investment options in
changing market conditions.

WHAT ARE THE PRIMARY DIFFERENCES BETWEEN THE EXISTING INVESTMENT OBJECTIVE AND
POLICIES AND THE RESTATED INVESTMENT OBJECTIVE AND POLICIES?

The current investment objective of the Bond Fund is:

"to seek to provide HIGH TOTAL RETURN (i.e., income and capital
appreciation), consistent with reasonable risk, primarily
through investment in a diversified portfolio of HIGH-QUALITY
corporate bonds and securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities." (Emphasis
added.)

<PAGE>

Under the current investment policies of the Bond Fund, "high-quality"
securities are defined as "bonds rated AA or above by Standard & Poor's
Corporation ("S&P"), Aa or above by Moody's Investors Service, Inc.
("Moody's"), similarly rated by other nationally recognized statistical rating
organizations ("NRSROs") or considered by the Investment Adviser to be of
comparable quality."

As restated, the investment objective would be:

"to seek to provide as high a level of total return (i.e.,
income and capital appreciation) as is consistent with
reasonable risk, primarily through investment in a diversified
portfolio of INVESTMENT GRADE corporate bonds and securities
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities." (Emphasis added.)

The primary difference between the current and restated investment
objective is that the restated investment objective would allow the Bond Fund
to invest in securities that are considered "investment grade" or higher.
Under the restated investment objective, "investment grade" securities would
be defined as those "rated BBB or above by S&P, Baa or above by Moody's,
similarly rated by other NRSROs or considered by the Investment Adviser to be
of comparable quality." Although this means that under the restated investment
objective the Bond Fund would be able to invest in lower rated securities
involving greater credit risks, as with the current investment objective all
investments of the Bond Fund will be made only if such investments are
consistent with reasonable risk for the types of securities involved.

The restated investment policy includes changes to make it consistent
with the restated investment objective, but with certain limits. The complete
text of the Bond Fund's current and restated investment polices is included in
the Statement as Exhibit F.

The relevant portion of the current investment policies states that:

"In seeking to achieve its investment objective, the Bond Fund
normally invests at least 65% of its total assets in
HIGH-QUALITY (as defined above) corporate bonds,
mortgage-related and other asset-backed and debt securities,
and securities issued or guaranteed by the U.S. Government, its
agencies or instrumentalities." (Emphasis and explanatory
parenthetical added.)

As restated, the relevant portions of the investment policies would be:

"The Bond Fund would seek to achieve its objective by normally
investing at least 65% of its total assets in 'high-grade'
corporate bonds and securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, including
mortgage-related and other asset-backed securities."

As restated, this portion of the investment policies essentially would
replace the word "high-quality" with "high-grade," which would then be defined
as securities "that are rated A or above by S&P or by Moody's, similarly rated
by other NRSROs, or considered by the Investment Adviser to be of comparable
quality." Thus, under the restated investment policies, the principal
investments of the Bond Fund (at least 65% of its total assets under normal
conditions) must meet a higher ratings criteria ("high grade") than that
permitted under the restated investment objective ("investment grade"),
although in the future the

<PAGE>

Board of Directors could change the Bond Fund's restated investment policies,
including the ratings criteria to be met, without the approval of
shareholders.

TAKEN TOGETHER, THE CHANGES TO THE INVESTMENT OBJECTIVE AND INVESTMENT
POLICIES WILL INCREASE THE RANGE OF AVAILABLE INVESTMENTS, WHICH SHOULD ALLOW
THE BOND FUND TO RESPOND TO CHANGING MARKET CONDITIONS AND OBTAIN HIGHER
YIELDS WITHOUT UNREASONABLE RISK BY PERMITTING THE BOND FUND'S PRINCIPAL
INVESTMENTS TO BE IN THE THREE HIGHEST RATING CATEGORIES RATHER THAN ONLY THE
TWO HIGHEST CATEGORIES.

WHAT IS THE BOARD OF DIRECTORS RECOMMENDATION?

The Board of Directors, including all Directors who are not employees of
Aetna, unanimously recommends voting FOR approval of the restated investment
objective and restated investment policies for the Bond Fund.

WHAT FACTORS DID THE BOARD OF DIRECTORS CONSIDER IN REACHING ITS
RECOMMENDATION?

The Directors considered the proposed restatement of the Bond Fund's
investment objective and the related change to the investment policies at a
meeting held on September 20, 1995. At this meeting, the Directors were
advised by Messrs. Goodwin, Procter & Hoar, counsel to the Directors who are
not employees of Aetna.

The Directors' recommendation was based on their conclusion that approval
of the restated investment objective and restated investment policies for the
Bond Fund is in the best interests of the Bond Fund shareholders, because
these changes will provide increased flexibility in managing the Bond Fund and
will allow the Bond Fund to take advantage of additional investment
opportunities without increasing the risk substantially.

WHAT HAPPENS IF THE RESTATED INVESTMENT OBJECTIVE AND RESTATED INVESTMENT
POLICIES ARE NOT APPROVED?

If approved by shareholders, the restated investment objective and
restated investment policies will become effective as soon as practicable. If
not approved, the current investment objective and current investment policies
will remain unchanged.

<PAGE>

ADDITIONAL INFORMATION

OFFICERS OF THE FUND

The principal executive officers of the Fund and his or her principal
occupation are set forth below. The term of office of each executive officer
of the Fund is until the next annual meeting of the Fund or until his or her
successor shall have been duly elected and qualified.

<TABLE>
<CAPTION>
NAME AND POSITION WITH THE FUND
BUSINESS ADDRESS AND OTHER PRINCIPAL OCCUPATIONS
---------------- --------------------------------
<S> <C>
Shaun P. Mathews President and Director of the Fund; see
40 years of age description under "Election of Directors."

James C. Hamilton Vice President and Treasurer of the Fund;
55 years of age Chief Financial Officer, Aetna Investment Services,
Inc.; Vice President and Actuary, Aetna Life
Insurance Company.

Susan E. Bryant Secretary of the Fund; Counsel to Aetna (since
48 years of age March 1993); General Counsel and Corporate
Secretary, First Investors Corporation (April
1991 to March 1993); Administrator, Oklahoma
Department of Securities (August 1986 to
April 1991).
</TABLE>

DIRECTORS AND PRINCIPAL EXECUTIVE OFFICER OF AETNA

The name, business address and principal occupation of Aetna's principal
executive officer and directors are as follows:

<TABLE>
<CAPTION>
NAME AND
BUSINESS ADDRESS PRINCIPAL OCCUPATIONS
---------------- ---------------------
<S> <C>
Daniel P. Kearney Director, President and Principal
151 Farmington Avenue Executive Officer; see description
Hartford, Connecticut 06156 under "Election of Directors."

<PAGE>

Christopher J. Burns Director and Senior Vice President.
151 Farmington Avenue
Hartford, Connecticut 06156

Laura R. Estes Director and Senior Vice President.
151 Farmington Avenue
Hartford, Connecticut 06156

Timothy A. Holt Director and Senior Vice President;
151 Farmington Avenue see description under "Election of
Hartford, Connecticut 06156 Directors."

Gail P. Johnson Director and Vice President.
151 Farmington Avenue
Hartford, Connecticut 06156

John Y. Kim Director and Senior Vice President.
151 Farmington Avenue
Hartford, Connecticut 06156

Shaun P. Mathews Director and Vice President;
151 Farmington Avenue see description under
Hartford, Connecticut 06156 "Election of Directors."

Glen Salow Director and Vice President.
151 Farmington Avenue
Hartford, Connecticut 06156

Creed R. Terry Director and Vice President.
151 Farmington Avenue
Hartford, Connecticut 06156
</TABLE>

OTHER BUSINESS

The management of the Fund knows of no other business to be presented at
the meeting other than the matters set forth in this Statement. If any other
business properly comes before the meeting, the proxies will exercise their
best judgment in deciding how to vote on such matters.

<PAGE>

SHAREHOLDER PROPOSALS

The Articles of Incorporation and the By-Laws of the Fund provide that
the Fund need not hold annual shareholder meetings, except as required by the
1940 Act. Therefore, it is probable that no annual meeting of shareholders
will be held in 1996 or in subsequent years until so required. For those years
in which annual shareholder meetings are held, proposals which shareholders of
the Fund intend to present for inclusion in the proxy materials with respect
to the annual meeting of shareholders must be received by the Fund within a
reasonable period of time before the solicitation is made.

Please complete the enclosed authorization card and return it promptly in
the enclosed self-addressed postage-paid envelope. You may revoke your proxy
at any time prior to the meeting by written notice to the Fund or by
submitting an authorization card bearing a later date.

Susan E. Bryant
Secretary

<PAGE>

APPENDIX

AETNA SERIES FUND, INC. ("SERIES FUND")
Aetna Money Market Fund
THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE SERIES FUND

THIS PROXY CARD, WHEN PROPERLY EXECUTED AND RETURNED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY
CARD WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED IN THIS PROXY CARD
AND FOR APPROVAL OF THE OTHER PROPOSALS.

Dated: ________________________, 1996

Please sign exactly as name appears on this card. When
account is joint tenants, all should sign. When signing as
administrator, trustee or guardian, please give title. If a
corporation or partnership, sign in entity's name and by
authorized persons.

X________________________

<PAGE>

Please refer to the Proxy Statement for a discussion of these matters. This
proxy card is solicited in connection with the special meeting of the
shareholders of the Aetna Money Market Fund to be held at 9:00 a.m., Eastern
Standard Time, on July 19, 1996, and at any adjournment thereof. THIS PROXY
CARD, WHEN PROPERLY EXECUTED, DIRECTS SHAUN P. MATHEWS AND SUSAN E. BRYANT TO
VOTE THE SHARES LISTED ON THE FRONT OF THIS CARD AS DIRECTED AND REVOKES ALL
PRIOR PROXY CARDS.

Please vote by filling in the appropriate box below, as shown, using blue or
black ink or dark pencil. Do not use red ink.
[ ] [box is filled in solidly]

THE DIRECTORS RECOMMEND A VOTE FOR EACH OF THE FOLLOWING:

[ ]FOR all nominees listed [ ]WITHHOLD AUTHORITY to vote
(except as marked on the line below) for all nominees listed below

Morton Ehrlich Maria T. Fighetti David L. Grove Timothy A. Holt
Daniel P. Kearney Sidney Koch Shaun P. Mathews Corine T. Norgaard
Richard G. Scheide

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME ON THE LINE BELOW.)

__________________________________________________

2. Approve the Subadvisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

3. Approve the New Investment Advisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS, INCLUDING ANY ADJOURNMENT OF THE MEETING, AS MAY PROPERLY COME
BEFORE THE MEETING.

<PAGE>

APPENDIX

AETNA SERIES FUND, INC. ("SERIES FUND")
Aetna Government Fund
THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE SERIES FUND

Dated: ________________________, 1996

X________________________

<PAGE>

Please refer to the Proxy Statement for a discussion of these matters. This
proxy card is solicited in connection with the special meeting of the
shareholders of the Aetna Government Fund to be held at 9:00 a.m., Eastern
Standard Time, on July 19, 1996, and at any adjournment thereof. THIS PROXY
CARD, WHEN PROPERLY EXECUTED, DIRECTS SHAUN P. MATHEWS AND SUSAN E. BRYANT TO
VOTE THE SHARES LISTED ON THE FRONT OF THIS CARD AS DIRECTED AND REVOKES ALL
PRIOR PROXY CARDS.

Please vote by filling in the appropriate box below, as shown, using blue or
black ink or dark pencil. Do not use red ink.
[ ] [box is filled in solidly]

THE DIRECTORS RECOMMEND A VOTE FOR THE FOLLOWING:

1. Election of directors

[ ]FOR all nominees listed [ ]WITHHOLD AUTHORITY to vote
(except as marked on the line below) for all nominees listed below

Morton Ehrlich Maria T. Fighetti David L. Grove Timothy A. Holt
Daniel P. Kearney Sidney Koch Shaun P. Mathews Corine T. Norgaard
Richard G. Scheide

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME ON THE LINE BELOW.)

______________________________________________

2. Approve the Subadvisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

3. Approve the New Investment Advisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS, INCLUDING ANY ADJOURNMENT OF THE MEETING, AS MAY PROPERLY COME
BEFORE THE MEETING.

<PAGE>

APPENDIX

AETNA SERIES FUND, INC. ("SERIES FUND")
Aetna Bond Fund
THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE SERIES FUND

Dated: ________________________, 1996

X________________________

<PAGE>

Please refer to the Proxy Statement for a discussion of these matters. This
proxy card is solicited in connection with the special meeting of the
shareholders of the Aetna Bond Fund to be held at 9:00 a.m., Eastern Standard
Time, on July 19, 1996, and at any adjournment thereof. THIS PROXY CARD, WHEN
PROPERLY EXECUTED, DIRECTS SHAUN P. MATHEWS AND SUSAN E. BRYANT TO VOTE THE
SHARES LISTED ON THE FRONT OF THIS CARD AS DIRECTED AND REVOKES ALL PRIOR
PROXY CARDS.

Please vote by filling in the appropriate box below, as shown, using blue or
black ink or dark pencil. Do not use red ink.
[ ] [box is filled in solidly]

THE DIRECTORS RECOMMEND A VOTE FOR THE FOLLOWING:

1. Election of directors

[ ]FOR all nominees listed [ ]WITHHOLD AUTHORITY to vote
(except as marked on the line below) for all nominees listed below

Morton Ehrlich Maria T. Fighetti David L. Grove Timothy A. Holt
Daniel P. Kearney Sidney Koch Shaun P. Mathews Corine T. Norgaard
Richard G. Scheide

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME ON THE LINE BELOW.)

______________________________________________

2. Approve the Subadvisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

3. Approve the New Investment Advisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

4. Approve the Reinstatement of the Investment Objective and Policies

[ ]FOR [ ]AGAINST [ ]ABSTAIN

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS, INCLUDING ANY ADJOURNMENT OF THE MEETING, AS MAY PROPERLY COME
BEFORE THE MEETING.

<PAGE>

APPENDIX

AETNA SERIES FUND, INC. ("SERIES FUND")
The Aetna Fund
THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE SERIES FUND

Dated: ________________________, 1996

X________________________

<PAGE>

Please refer to the Proxy Statement for a discussion of these matters. This
proxy card is solicited in connection with the special meeting of the
shareholders of the The Aetna Fund to be held at 9:00 a.m., Eastern Standard
Time, on July 19, 1996, and at any adjournment thereof. THIS PROXY CARD, WHEN
PROPERLY EXECUTED, DIRECTS SHAUN P. MATHEWS AND SUSAN E. BRYANT TO VOTE THE
SHARES LISTED ON THE FRONT OF THIS CARD AS DIRECTED AND REVOKES ALL PRIOR
PROXY CARDS.

Please vote by filling in the appropriate box below, as shown, using blue or
black ink or dark pencil. Do not use red ink.
[ ] [box is filled in solidly]

THE DIRECTORS RECOMMEND A VOTE FOR THE FOLLOWING:

1. Election of directors

[ ]FOR all nominees listed [ ]WITHHOLD AUTHORITY to vote
(except as marked on the line below) for all nominees listed below

Morton Ehrlich Maria T. Fighetti David L. Grove Timothy A. Holt
Daniel P. Kearney Sidney Koch Shaun P. Mathews Corine T. Norgaard
Richard G. Scheide

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME ON THE LINE BELOW.)

______________________________________________

2. Approve the Subadvisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

3. Approve the New Investment Advisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS, INCLUDING ANY ADJOURNMENT OF THE MEETING, AS MAY PROPERLY COME
BEFORE THE MEETING.

<PAGE>

APPENDIX

AETNA SERIES FUND, INC. ("SERIES FUND")
Aetna Growth and Income Fund
THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE SERIES FUND

Dated: ________________________, 1996

X________________________

<PAGE>

Please refer to the Proxy Statement for a discussion of these matters. This
proxy card is solicited in connection with the special meeting of the
shareholders of the Aetna Growth and Income Fund to be held at 9:00 a.m.,
Eastern Standard Time, on July 19, 1996, and at any adjournment thereof. THIS
PROXY CARD, WHEN PROPERLY EXECUTED, DIRECTS SHAUN P. MATHEWS AND SUSAN E.
BRYANT TO VOTE THE SHARES LISTED ON THE FRONT OF THIS CARD AS DIRECTED AND
REVOKES ALL PRIOR PROXY CARDS.

Please vote by filling in the appropriate box below, as shown, using blue or
black ink or dark pencil. Do not use red ink.
[ ] [box is filled in solidly]

THE DIRECTORS RECOMMEND A VOTE FOR THE FOLLOWING:

1. Election of directors

[ ]FOR all nominees listed [ ]WITHHOLD AUTHORITY to vote
(except as marked on the line below) for all nominees listed below

Morton Ehrlich Maria T. Fighetti David L. Grove Timothy A. Holt
Daniel P. Kearney Sidney Koch Shaun P. Mathews Corine T. Norgaard
Richard G. Scheide

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME ON THE LINE BELOW.)

______________________________________________

2. Approve the Subadvisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

3. Approve the New Investment Advisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS, INCLUDING ANY ADJOURNMENT OF THE MEETING, AS MAY PROPERLY COME
BEFORE THE MEETING.

<PAGE>

APPENDIX

AETNA SERIES FUND, INC. ("SERIES FUND")
Aetna Growth Fund
THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE SERIES FUND

Dated: ________________________, 1996

X________________________

<PAGE>

Please refer to the Proxy Statement for a discussion of these matters. This
proxy card is solicited in connection with the special meeting of the
shareholders of the Aetna Growth Fund to be held at 9:00 a.m., Eastern
Standard Time, on July 19, 1996, and at any adjournment thereof. THIS PROXY
CARD, WHEN PROPERLY EXECUTED, DIRECTS SHAUN P. MATHEWS AND SUSAN E. BRYANT TO
VOTE THE SHARES LISTED ON THE FRONT OF THIS CARD AS DIRECTED AND REVOKES ALL
PRIOR PROXY CARDS.

Please vote by filling in the appropriate box below, as shown, using blue or
black ink or dark pencil. Do not use red ink.
[ ] [box is filled in solidly]

THE DIRECTORS RECOMMEND A VOTE FOR THE FOLLOWING:

1. Election of directors

[ ]FOR all nominees listed [ ]WITHHOLD AUTHORITY to vote
(except as marked on the line below) for all nominees listed below

Morton Ehrlich Maria T. Fighetti David L. Grove Timothy A. Holt
Daniel P. Kearney Sidney Koch Shaun P. Mathews Corine T. Norgaard
Richard G. Scheide

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME ON THE LINE BELOW.)

______________________________________________

2. Approve the Subadvisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

3. Approve the New Investment Advisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS, INCLUDING ANY ADJOURNMENT OF THE MEETING, AS MAY PROPERLY COME
BEFORE THE MEETING.

<PAGE>

APPENDIX

AETNA SERIES FUND, INC. ("SERIES FUND")
Aetna Small Company Growth Fund
THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE SERIES FUND

Dated: ________________________, 1996

X________________________

<PAGE>

Please refer to the Proxy Statement for a discussion of these matters. This
proxy card is solicited in connection with the special meeting of the
shareholders of the Aetna Small Company Growth Fund to be held at 9:00 a.m.,
Eastern Standard Time, on July 19, 1996, and at any adjournment thereof. THIS
PROXY CARD, WHEN PROPERLY EXECUTED, DIRECTS SHAUN P. MATHEWS AND SUSAN E.
BRYANT TO VOTE THE SHARES LISTED ON THE FRONT OF THIS CARD AS DIRECTED AND
REVOKES ALL PRIOR PROXY CARDS.

Please vote by filling in the appropriate box below, as shown, using blue or
black ink or dark pencil. Do not use red ink.
[ ] [box is filled in solidly]

THE DIRECTORS RECOMMEND A VOTE FOR THE FOLLOWING:

1. Election of directors

[ ]FOR all nominees listed [ ]WITHHOLD AUTHORITY to vote
(except as marked on the line below) for all nominees listed below

Morton Ehrlich Maria T. Fighetti David L. Grove Timothy A. Holt
Daniel P. Kearney Sidney Koch Shaun P. Mathews Corine T. Norgaard
Richard G. Scheide

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME ON THE LINE BELOW.)

______________________________________________

2. Approve the Subadvisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

3. Approve the New Investment Advisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS, INCLUDING ANY ADJOURNMENT OF THE MEETING, AS MAY PROPERLY COME
BEFORE THE MEETING.

<PAGE>

APPENDIX

AETNA SERIES FUND, INC. ("SERIES FUND")
Aetna International Growth Fund
THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE SERIES FUND

Dated: ________________________, 1996

X________________________

<PAGE>

Please refer to the Proxy Statement for a discussion of these matters. This
proxy card is solicited in connection with the special meeting of the
shareholders of the Aetna International Growth Fund to be held at 9:00 a.m.,
Eastern Standard Time, on July 19, 1996, and at any adjournment thereof. THIS
PROXY CARD, WHEN PROPERLY EXECUTED, DIRECTS SHAUN P. MATHEWS AND SUSAN E.
BRYANT TO VOTE THE SHARES LISTED ON THE FRONT OF THIS CARD AS DIRECTED AND
REVOKES ALL PRIOR PROXY CARDS.

Please vote by filling in the appropriate box below, as shown, using blue or
black ink or dark pencil. Do not use red ink.
[ ] [box is filled in solidly]

THE DIRECTORS RECOMMEND A VOTE FOR THE FOLLOWING:

1. Election of directors

[ ]FOR all nominees listed [ ]WITHHOLD AUTHORITY to vote
(except as marked on the line below) for all nominees listed below

Morton Ehrlich Maria T. Fighetti David L. Grove Timothy A. Holt
Daniel P. Kearney Sidney Koch Shaun P. Mathews Corine T. Norgaard
Richard G. Scheide

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME ON THE LINE BELOW.)

______________________________________________

2. Approve the Subadvisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

3. Approve the New Investment Advisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS, INCLUDING ANY ADJOURNMENT OF THE MEETING, AS MAY PROPERLY COME
BEFORE THE MEETING.

<PAGE>

APPENDIX

AETNA SERIES FUND, INC. ("SERIES FUND")
Aetna Asian Growth Fund
THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE SERIES FUND

Dated: ________________________, 1996

X________________________

<PAGE>

Please refer to the Proxy Statement for a discussion of these matters. This
proxy card is solicited in connection with the special meeting of the
shareholders of the Aetna Asian Growth Fund to be held at 9:00 a.m., Eastern
Standard Time, on July 19, 1996, and at any adjournment thereof. THIS PROXY
CARD, WHEN PROPERLY EXECUTED, DIRECTS SHAUN P. MATHEWS AND SUSAN E. BRYANT TO
VOTE THE SHARES LISTED ON THE FRONT OF THIS CARD AS DIRECTED AND REVOKES ALL
PRIOR PROXY CARDS.

Please vote by filling in the appropriate box below, as shown, using blue or
black ink or dark pencil. Do not use red ink.
[ ] [box is filled in solidly]

THE DIRECTORS RECOMMEND A VOTE FOR THE FOLLOWING:

1. Election of directors

[ ]FOR all nominees listed [ ]WITHHOLD AUTHORITY to vote
(except as marked on the line below) for all nominees listed below

Morton Ehrlich Maria T. Fighetti David L. Grove Timothy A. Holt
Daniel P. Kearney Sidney Koch Shaun P. Mathews Corine T. Norgaard
Richard G. Scheide

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME ON THE LINE BELOW.)

______________________________________________

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS, INCLUDING ANY ADJOURNMENT OF THE MEETING, AS MAY PROPERLY COME
BEFORE THE MEETING.

<PAGE>

APPENDIX

AETNA SERIES FUND, INC. ("SERIES FUND")
Aetna Ascent
THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE SERIES FUND

Dated: ________________________, 1996

X________________________

<PAGE>

Please refer to the Proxy Statement for a discussion of these matters. This
proxy card is solicited in connection with the special meeting of the
shareholders of the Aetna Ascent Series to be held at 9:00 a.m., Eastern
Standard Time, on July 19, 1996, and at any adjournment thereof. THIS PROXY
CARD, WHEN PROPERLY EXECUTED, DIRECTS SHAUN P. MATHEWS AND SUSAN E. BRYANT TO
VOTE THE SHARES LISTED ON THE FRONT OF THIS CARD AS DIRECTED AND REVOKES ALL
PRIOR PROXY CARDS.

Please vote by filling in the appropriate box below, as shown, using blue or
black ink or dark pencil. Do not use red ink.
[ ] [box is filled in solidly]

THE DIRECTORS RECOMMEND A VOTE FOR THE FOLLOWING:

1. Election of directors

[ ]FOR all nominees listed [ ]WITHHOLD AUTHORITY to vote
(except as marked on the line below) for all nominees listed below

Morton Ehrlich Maria T. Fighetti David L. Grove Timothy A. Holt
Daniel P. Kearney Sidney Koch Shaun P. Mathews Corine T. Norgaard
Richard G. Scheide

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME ON THE LINE BELOW.)

______________________________________________

2. Approve the Subadvisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

3. Approve the New Investment Advisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS, INCLUDING ANY ADJOURNMENT OF THE MEETING, AS MAY PROPERLY COME
BEFORE THE MEETING.

<PAGE>

APPENDIX

AETNA SERIES FUND, INC. ("SERIES FUND")
Aetna Crossroads
THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE SERIES FUND

Dated: ________________________, 1996

X________________________

<PAGE>

Please refer to the Proxy Statement for a discussion of these matters. This
proxy card is solicited in connection with the special meeting of the
shareholders of the Aetna Crossroads Series to be held at 9:00 a.m., Eastern
Standard Time, on July 19, 1996, and at any adjournment thereof. THIS PROXY
CARD, WHEN PROPERLY EXECUTED, DIRECTS SHAUN P. MATHEWS AND SUSAN E. BRYANT TO
VOTE THE SHARES LISTED ON THE FRONT OF THIS CARD AS DIRECTED AND REVOKES ALL
PRIOR PROXY CARDS.

Please vote by filling in the appropriate box below, as shown, using blue or
black ink or dark pencil. Do not use red ink.
[ ] [box is filled in solidly]

THE DIRECTORS RECOMMEND A VOTE FOR THE FOLLOWING:

1. Election of directors

[ ]FOR all nominees listed [ ]WITHHOLD AUTHORITY to vote
(except as marked on the line below) for all nominees listed below

Morton Ehrlich Maria T. Fighetti David L. Grove Timothy A. Holt
Daniel P. Kearney Sidney Koch Shaun P. Mathews Corine T. Norgaard
Richard G. Scheide

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME ON THE LINE BELOW.)

______________________________________________

2. Approve the Subadvisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

3. Approve the New Investment Advisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS, INCLUDING ANY ADJOURNMENT OF THE MEETING, AS MAY PROPERLY COME
BEFORE THE MEETING.

<PAGE>

APPENDIX

AETNA SERIES FUND, INC. ("SERIES FUND")
Aetna Legacy
THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE SERIES FUND

Dated: ________________________, 1996

X________________________

<PAGE>

Please refer to the Proxy Statement for a discussion of these matters. This
proxy card is solicited in connection with the special meeting of the
shareholders of the Aetna Legacy Series to be held at 9:00 a.m., Eastern
Standard Time, on July 19, 1996, and at any adjournment thereof. THIS PROXY
CARD, WHEN PROPERLY EXECUTED, DIRECTS SHAUN P. MATHEWS AND SUSAN E. BRYANT TO
VOTE THE SHARES LISTED ON THE FRONT OF THIS CARD AS DIRECTED AND REVOKES ALL
PRIOR PROXY CARDS.

Please vote by filling in the appropriate box below, as shown, using blue or
black ink or dark pencil. Do not use red ink.
[ ] [box is filled in solidly]

THE DIRECTORS RECOMMEND A VOTE FOR THE FOLLOWING:

1. Election of directors

[ ]FOR all nominees listed [ ]WITHHOLD AUTHORITY to vote
(except as marked on the line below) for all nominees listed below

Morton Ehrlich Maria T. Fighetti David L. Grove Timothy A. Holt
Daniel P. Kearney Sidney Koch Shaun P. Mathews Corine T. Norgaard
Richard G. Scheide

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME ON THE LINE BELOW.)

______________________________________________

2. Approve the Subadvisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

3. Approve the New Investment Advisory Agreement.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS, INCLUDING ANY ADJOURNMENT OF THE MEETING, AS MAY PROPERLY COME
BEFORE THE MEETING.

<PAGE>

EXHIBIT A

SUBADVISORY AGREEMENT

THIS AGREEMENT is made by and among AETNA LIFE INSURANCE AND ANNUITY FUND, a
Connecticut corporation (the "Adviser"), AETNA SERIES FUND, INC., a Maryland
Corporation, (the "Fund"), on behalf of its AETNA __________ SERIES (the
"Series") and AELTUS INC., a Connecticut corporation (the "Subadviser") as of
the date set forth below.

W I T N E S S E T H
-------------------

WHEREAS, the Fund is registered with the Securities and Exchange Commission
(the "Commission") as an open-end, diversified, management investment company
consisting of multiple investment portfolios, under the Investment Company Act
of 1940, as amended (the "1940 Act"); and

WHEREAS, pursuant to authority granted by the Fund's Articles of
Incorporation, the Fund has established the Series as a separate investment
portfolio; and

WHEREAS, both the Adviser and the Subadviser are registered with the
Commission as investment advisers under the Investment Advisers Act of 1940,
as amended (the "Advisers Act") and both are in the business of acting as
investment advisers; and

WHEREAS, the Adviser has entered into an Investment Advisory Agreement with
the Fund, on behalf of the Series, (the "Investment Advisory Agreement") which
appoints the Adviser as the investment adviser for the Series; and

WHEREAS, Article IV of the Investment Advisory Agreement authorizes the
Adviser to delegate all or a portion of its obligations under the Investment
Advisory Agreement to a subadviser;

NOW THEREFORE, the parties agree as follows:

I. APPOINTMENT AND OBLIGATIONS OF THE ADVISER

Subject to the terms and conditions of this Agreement, the Adviser and the
Fund, on behalf of the Series, hereby appoint the Subadviser to manage the
assets of the Series as set forth below in Section II, under the supervision
of the Adviser and subject to the approval and direction of the Fund's Board
of Directors (the "Board"). The Subadviser hereby accepts such appointment and
agrees that it shall, for all purposes herein, undertake such obligations as
an independent contractor and not as an agent of the Adviser. The Subadviser
agrees, that except as required to carry out its duties under this Agreement
or otherwise expressly authorized, it has no authority to act for or represent
the Series in any way.

<PAGE>

II. DUTIES OF THE SUBADVISER AND THE ADVISER

A. DUTIES OF THE SUBADVISER

The Subadviser shall regularly provide investment advice with respect to
the assets held by the Series and shall continuously supervise the
investment and reinvestment of cash, securities and instruments or other
property comprising the assets of the Series. In carrying out these
duties, the Subadviser shall:

1. select the securities to be purchased, sold or exchanged by the
Series or otherwise represented in the Series' investment
portfolio, place trades for all such securities and regularly
report thereon to the Adviser and, at the request of the
Adviser, to the Board;

2. formulate and implement continuing programs for the purchase
and sale of securities and regularly report thereon to the
Adviser and, at the request of the Adviser or the Series, to
the Board;

3. obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data,
domestic, foreign or otherwise, whether affecting the economy
generally, the Series, securities held by or under
consideration for the Series, or the issuers of those
securities;

4. provide economic research and securities analyses as requested
by the Adviser from time to time, or as the Adviser considers
necessary or advisable in connection with the Subadviser's
performance of its duties hereunder; and

5. give instructions to the custodian and/or sub-custodian of the
Series appointed by the Board, concerning deliveries of
securities, transfers of currencies and payments of cash for
the Series, as required to carry out the investment activities
of the Series as contemplated by this Agreement; and

6. provide such financial support, administrative and other
services, such as preparation of financial data, determination
of the Series' net asset value, preparation of financial and
performance reports, as the Adviser from time to time, deems
necessary and appropriate and which the Subadviser is willing
and able to provide.

B. DUTIES OF THE ADVISER

The Adviser shall retain responsibility for oversight of all activities
of the Subadviser and for monitoring its activities on behalf of the
Series. In carrying out its obligations under this Agreement and the
Investment Advisory Agreement, the Adviser shall:

-2-

<PAGE>

1. monitor the investment program maintained by the Subadviser for
the Series and the Subadviser's compliance program to ensure
that the Series' assets are invested in compliance with the
Subadvisory Agreement and the Series' investment objectives and
policies as adopted by the Board and described in the most
current effective amendment of the registration statement for
the Series, as filed with the Commission under the Securities
Act of 1933, as amended (the "1933 Act"), and the 1940 Act
("Registration Statement");

2. review all data and financial reports prepared by the
Subadviser to assure that they are in compliance with
applicable requirements and meet the provisions of applicable
laws and regulations;

3. file all periodic reports required to be filed by the Series
with the applicable regulatory authorities;

4. review and deliver to the Board all financial, performance and
other reports prepared by the Subadviser under the provisions
of this Agreement or as requested by the Adviser;

5. establish and maintain regular communications with the
Subadviser to share information it obtains concerning the
effect of developments and data on the investment program
maintained by the Subadviser;

6. maintain contact with and enter into arrangements with the
custodian, transfer agent, auditors, outside counsel, and other
third parties providing services to the Series;

7. oversee all matters relating to (i) the offer and sale of
shares of the Series, including promotions, marketing
materials, preparation of prospectuses, filings with the
Commission and state securities regulators, and negotiations
with broker-dealers; (ii) shareholder services, including,
confirmations, correspondence and reporting to shareholders;
(iii) all corporate matters on behalf of the Series, including
monitoring the corporate records of the Series, maintaining
contact with the Board, preparing for, organizing and attending
meetings of the Board and the Series' shareholders; (iv)
preparation of proxies when required; and (v) any other matters
not expressly delegated to the Subadviser by this Agreement.

III. REPRESENTATIONS AND WARRANTIES

A. REPRESENTATIONS AND WARRANTIES OF THE SUBADVISER

The Subadviser hereby represents and warrants to the Adviser as follows:

-3-

<PAGE>

1. DUE INCORPORATION AND ORGANIZATION. The Subadviser is duly
organized and is in good standing under the laws of the State
of Connecticut and is fully authorized to enter into this
Agreement and carry out its duties and obligations hereunder.

2. REGISTRATION. The Subadviser is registered as an investment
adviser with the Commission under the Advisers Act, and is
registered or licensed as an investment adviser under all of
the laws of all jurisdictions in which its activities require
it to be so registered or licensed. The Subadviser shall
maintain such registration or license in effect at all times
during the term of this Agreement.

3. REGULATORY ORDERS. The Subadviser is not subject to any stop
orders, injunctions or other orders of any regulatory authority
affecting its ability to carry out the terms of this Agreement.
The Subadviser will notify the Adviser and the Series
immediately if any such order is issued or if any proceeding is
commenced that could result in such an order.

4. COMPLIANCE. The Subadviser has in place compliance systems and
procedures designed to meet the requirements of the Advisers
Act and the 1940 Act and it shall at all times assure that its
activities in connection with managing the Series follow these
procedures.

5. AUTHORITY. The Subadviser is authorized to enter into this
Agreement and carry out the terms hereunder.

6. BEST EFFORTS. The Subadviser at all times shall provide its
best judgment and effort to the Series in carrying out its
obligations hereunder.

B. REPRESENTATIONS AND WARRANTIES OF THE ADVISER

The Adviser hereby represents and warrants to the Subadviser as follows:

1. DUE INCORPORATION AND ORGANIZATION. The Adviser is duly
organized and is in good standing under the laws of the State
of Connecticut and is fully authorized to enter into this
Agreement and carry out its duties and obligations hereunder.

2. REGISTRATION. The Adviser is registered as an investment
adviser with the Commission under the Advisers Act, and is
registered or licensed as an investment adviser under all of
the laws of all jurisdictions in which its activities require
it to be so registered or licensed. The Adviser shall maintain
such registration or license in effect at all times during the
term of this Agreement.

3. REGULATORY ORDERS. The Adviser is not subject to any stop
orders, injunctions or other orders of any regulatory authority
affecting its ability to carry out the

-4-

<PAGE>

terms of this Agreement. The Adviser will notify the Subadviser
and the Series immediately if any such order is issued or if
any proceeding is commenced that could result in such an order.

4. AUTHORITY. The Adviser is authorized to enter into this
Agreement and carry out the terms hereunder.

5. BEST EFFORTS. The Adviser at all times shall provide its best
judgment and effort to the Series in carrying out its
obligations hereunder.

C. REPRESENTATIONS AND WARRANTIES OF THE SERIES AND THE FUND

The Fund, on behalf of the Series, hereby represents and warrants to the
Adviser as follows:

1. DUE INCORPORATION AND ORGANIZATION. The Fund has been duly
incorporated as a Corporation under the laws of the State of
Maryland and it is authorized to enter into this Agreement and
carry out its obligations hereunder.

2. REGISTRATION. The Fund is registered as an investment company
with the Commission under the 1940 Act and shares of the Series
are registered or qualified for offer and sale to the public
under the 1933 Act and all applicable state securities laws.
Such registrations or qualifications, will be kept in effect
during the term of this Agreement.

IV. BROKER-DEALER RELATIONSHIPS

A. PORTFOLIO TRADES

The Subadviser shall place all orders for the purchase and sale of
portfolio securities for the Series with brokers or dealers selected by
the Subadviser, which may include brokers or dealers affiliated with the
Subadviser. The Subadviser shall use its best efforts to seek to execute
portfolio transactions at prices that are advantageous to the Series
giving consideration to the services and research provided and at
commission rates that are reasonable in relation to the benefits
received.

B. SELECTION OF BROKER-DEALERS

-5-

<PAGE>

or dealer who provides such brokerage and research services or expenses,
a commission for executing a portfolio transaction for the Series that is
in excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if the Subadviser determines in
good faith that such amount of commission is reasonable in relation to
the value of the brokerage, research and other services provided by such
broker or dealer and is paid in compliance with Section 28(e) or other
rules and regulations of the Commission. This determination may be viewed
in terms of either that particular transaction or the overall
responsibilities that the Subadviser and its affiliates have with respect
to accounts over which they exercise investment discretion. The Board
shall periodically review the commissions paid by the Series to determine
if the commissions paid over representative periods of time were
reasonable in relation to the benefits received.

V. CONTROL BY THE BOARD OF TRUSTEES

Any investment program undertaken by the Subadviser pursuant to this
Agreement, as well as any other activities undertaken by the Subadviser at the
direction of the Adviser on behalf of the Series, shall at all times be
subject to any directives of the Board.

VI. COMPLIANCE WITH APPLICABLE REQUIREMENTS

In carrying out its obligations under this Agreement, the Subadviser shall at
all times conform to:

1. all applicable provisions of the 1940 Act, the Advisers Act and
any rules and regulations adopted thereunder;

2. all policies and procedures of the Series as adopted by the
Board and as described in the Registration Statement;

3. the provisions of the Articles of Incorporation of the Fund, as
amended from time to time;

4. the provisions of the Bylaws of the Fund, as amended from time
to time; and

5. any other applicable provisions of state or federal law.

VII. COMPENSATION

A. PAYMENT SCHEDULE

The Adviser shall pay the Subadviser, as compensation for services
rendered hereunder, from its own assets, an annual fee, payable monthly,
based on the average daily net assets in the Series as follows:

<TABLE>
<CAPTION>
Rate Assets
---- ------

-6-

<PAGE>

Except as hereinafter set forth, compensation under this Agreement shall
be calculated and accrued daily at the rate of 1/365 of the annual
Subadvisory fee applied to the daily net assets of the Series. If this
Agreement becomes effective subsequent to the first day of a month or
shall terminate before the last day of a month, compensation for that
part of the month this Agreement is in effect shall be prorated in a
manner consistent with the calculation of the fees set forth above.

B. REDUCTION

Payment of the Subadviser's compensation for the preceding month shall be
made as promptly as possible, except as provided below. The Subadviser
acknowledges that, pursuant to the Investment Advisory Agreement, the
Adviser has agreed to reduce its fee or reimburse the Series if the
expenses borne by the Series exceed the expense limitations applicable to
the Series imposed by the securities laws or regulations of any
jurisdiction in which the Series shares are qualified for sale.
Accordingly, the Subadviser agrees that, if, for any fiscal year, the
total of all ordinary business expenses of the Series, including all
investment advisory fees but excluding brokerage commissions,
distribution fees, taxes, interest, extraordinary expenses and certain
other excludable expenses, would exceed the most restrictive expense
limits imposed by any statute or regulatory authority of any jurisdiction
in which shares of the Series are offered for sale (unless a waiver is
obtained), the Subadviser shall reduce its advisory fee to the extent
necessary to meet such expense limit, but will not be required to
reimburse the Series for any ordinary business expenses which exceed the
amount of its advisory fee for the fiscal year. The Subadviser shall
contribute to the amount of such reduction by reimbursing the Adviser in
proportion to the amounts which the Adviser and Subadviser would have
been entitled to receive for such year. For the purposes of this
paragraph, the term "fiscal year" shall exclude the portion of the
current fiscal year which elapsed prior to the effective date of this
Agreement, but shall include the portion of the then current fiscal year
has elapsed at the date of termination of this Agreement.

VIII. ALLOCATION OF EXPENSES

The Subadviser shall pay the salaries, employment benefits and other related
costs of those of its personnel engaged in providing investment advice to the
Series hereunder, including, but not limited to, office space, office
equipment, telephone and postage costs. In the event the Subadviser incurs any
expense that is the obligation of the Adviser as set out in this Agreement,
the Adviser shall reimburse the Subadviser for such expense on presentation of
a statement indicating the expenses incurred and the amount paid by the
Subadviser.

IX. NONEXCLUSIVITY

The services of the Subadviser with respect to the Series are not to be deemed
to be exclusive, and the Subadviser shall be free to render investment
advisory and administrative or other services to others (including other
investment companies) and to engage in other activities. It is understood and
agreed that officers or directors of the Subadviser may serve as officers or
directors of the Adviser or officers

-7-

<PAGE>

or directors of the Fund; that officers or directors of the Adviser or
officers or directors of the Fund may serve as officers or directors of the
Subadviser to the extent permitted by law; and that the officers and directors
of the Subadviser are not prohibited from engaging in any other business
activity or from rendering services to any other person, or from serving as
partners, officers, directors or trustees of any other firm or trust,
including other investment advisory companies.

X. TERM

This Agreement shall become effective at the close of business on _________,
1996, and shall remain in force and effect through December 31, 1997, unless
earlier terminated under the provisions of Article XI. Following the
expiration of its initial term, the Agreement shall continue in force and
effect for one year periods, provided such continuance is specifically
approved at least annually:

1. (a) by the Board or (b) by the vote of a majority of the
Series' outstanding voting securities (as defined in Section
2(a)(42) of the 1940 Act), and

2. by the affirmative vote of a majority of the directors who are
not parties to this Agreement or interested persons of a party
to this Agreement (other than as a director of the Fund), by
votes cast in person at a meeting specifically called for such
purpose.

XI. TERMINATION

This Agreement may be terminated:

1. at any time, without the payment of any penalty, by vote of the
Board or by vote of a majority of the outstanding voting
securities of the Series; or

2. by the Adviser, the Fund, on behalf of the Series, or the
Subadviser on sixty (60) days' written notice to the other
party, unless written notice is waived by the party required to
be notified; or

3. automatically in the event there is an "assignment" of this
Agreement, as defined in Section 2 (a) (4) of the 1940 Act.

XII. LIABILITY

The Subadviser shall be liable to the Series and the Adviser and shall
indemnify the Series and the Adviser for any losses incurred by the Series, or
the Adviser whether in the purchase, holding or sale of any security or
otherwise, to the extent that such losses resulted from an act or omission on
the part of the Subadviser or its officers, directors or employees, that is
found to involve willful misfeasance, bad faith or negligence, or reckless
disregard by the Subadviser of its duties under this Agreement, in connection
with the services rendered by the Subadviser hereunder.

-8-

<PAGE>

XIII. NOTICES

Any notices under this Agreement shall be in writing, addressed and delivered,
mailed postage paid, or sent by other delivery service, or by facsimile
transmission to each party at such address as each party may designate for the
receipt of notice. Until further notice, such address shall be:

IF TO THE FUND, ON BEHALF OF THE SERIES OR THE ADVISER:

151 Farmington Avenue, RE4C
Hartford, Connecticut 06156
Fax number: 860/273-8340
Attn: Secretary

IF TO THE SUBADVISER:

242 Trumbull Street
Hartford, Connecticut 06103-1205
Fax number: 860/275-4440
Attention: President

XIV. QUESTIONS OF INTERPRETATION

This Agreement shall be governed by the laws of the State of Connecticut. Any
question of interpretation of any term or provision of this Agreement having a
counterpart in or otherwise derived from a term or provision of the 1940 Act
shall be resolved by reference to such term or provision of the 1940 Act and
to interpretations thereof, if any, by the United States Courts or, in the
absence of any controlling decision of any such court, by rules, regulations
or orders of the Commission issued pursuant to the 1940 Act. In addition,
where the effect of a requirement of the 1940 Act reflected in any provision
of the Agreement is revised by rule, regulation or order of the Commission,
such provision shall be deemed to incorporate the effect of such rule,
regulation or order.

XV. SERVICE MARK

The service mark of the Fund and the Series and the name "Aetna" have been
adopted by the Fund with the permission of Aetna Life and Casualty Company and
their continued use is subject to the right of Aetna Life and Casualty Company
to withdraw this permission in the event the Subadviser or another subsidiary
or affiliated corporation of Aetna Life and Casualty Company should not be the
investment adviser of the Series.

-9-

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the ______ day of
______________, 19__.

AETNA LIFE INSURANCE AND ANNUITY COMPANY

By:_____________________________
Attest:____________________ Name:___________________________
Title:__________________________

AELTUS INVESTMENT MANAGEMENT, INC.

By:_____________________________
Attest:____________________ Name:___________________________
Title:__________________________

AETNA SERIES FUND, INC.
on behalf of its
Aetna __________ Series

By:_____________________________
Attest:____________________ Name:___________________________
Title:__________________________

-10-

<PAGE>

EXHIBIT B

SUBADVISORY AGREEMENT

THIS AGREEMENT is made by and between Aetna Life Insurance and Annuity
Company, a Connecticut insurance corporation (the "Adviser") and Aeltus
Investment Management, Inc., a Connecticut corporation (the "Subadviser") as
of the Date set forth below.

R E C I T A L
-------------

WHEREAS, Aetna Series Fund, Inc. (the "Company") is registered under the
Investment Company Act of 1940, as amended (the "1940 Act") as an open-end,
diversified management investment company, consisting of multiple series of
investment portfolios;

WHEREAS, the Adviser is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), as an investment adviser and engages in
the business of acting as an investment adviser;

WHEREAS, the Subadviser is registered under the Advisers Act as an
investment adviser and engages in the business of acting as an investment
adviser;

WHEREAS, the Company's Articles of Incorporation authorizes the Board of
Directors of the Company to classify or reclassify authorized but unissued
shares of the Company into series of shares representing interests in various
investment portfolios;

WHEREAS, pursuant to such authority, the Company has established the
Aetna Growth Fund (the "Fund");

WHEREAS, the Adviser has entered into an Investment Advisory Agreement of
even date herewith with the Company (the "Investment Advisory Agreement"),
pursuant to which the Adviser shall act as investment advisor with respect to
the Fund; and

WHEREAS, pursuant to Paragraph IV of the Investment Advisory Agreement,
the Adviser wishes to retain the Subadviser for purposes of rendering advisory
services to the Adviser in connection with the Fund upon the terms and
conditions hereinafter set forth;

NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:

I. APPOINTMENT AND OBLIGATIONS OF THE ADVISER

The Adviser hereby appoints the Subadviser to render to the Adviser
with respect to the Fund, investment research and advisory services set forth
below in Section II, under the

<PAGE>

supervision of the Adviser and subject to the approval and direction of the
Company's Board of Directors (the "Board"), and the Subadviser hereby accepts
such appointment, all subject to the terms and conditions contained herein.
The Subadviser shall, for all purposes herein, be deemed an independent
contractor and shall have, unless otherwise expressly provided or authorized,
no authority to act for or represent the Fund in any way or otherwise be
deemed an agent of the Fund.

II. DUTIES OF THE SUBADVISER AND THE ADVISER

In carrying out the terms of this agreement, the Subadviser shall provide
the following services:

A. DUTIES OF THE SUBADVISER

The Subadviser shall regularly provide investment advice with
respect to the Fund and shall, subject to the terms of this Agreement,
continuously supervise the investment and reinvestment of cash,
securities and instruments or other property comprising the assets of the
Fund; and in furtherance thereof, the Subadviser's duties shall include:

1. Obtaining and evaluating pertinent information about significant
developments and economic, statistical and financial data, domestic,
foreign or otherwise, whether affecting the economy generally or the
Fund, and whether concerning the individual issuers whose securities
are included in the Fund or the activities in which such issuers
engage, or with respect to securities which the Subadviser considers
desirable for inclusion in the Fund's investment portfolio;

2. Determining which issuers and securities shall be purchased, sold
or exchanged by the Fund or otherwise represented in the Fund's
investment portfolio and regularly reporting thereon to the Adviser
and, at the request of the Adviser, to the Board;

3. Formulating and implementing continuing programs for the
purchases and sales of the securities of such issuers and regularly
reporting thereon to the Adviser and, at the request of the Adviser,
to the Board; and

4. Taking, on behalf of the Fund, all actions that appear to the
Subadviser necessary to carry into effect such investment program,
including the placing of purchase and sale orders, and making
appropriate reports thereon to the Adviser and the Board.

B. DUTIES OF THE ADVISER

The Adviser shall retain responsibility for, among other things,
providing the following advice and services with respect to the Fund:

<PAGE>

1. The Adviser shall monitor the investment program maintained by
the Subadviser for the Fund to ensure that the Fund's assets are
invested in compliance with the Subadvisory Agreement and the Fund's
Registration Statement;

2. The Adviser shall consult with and assist the Subadviser in
maintaining appropriate policies, procedures and records so that the
Subadviser operates its business and any investment program
hereunder in compliance with applicable laws;

3. The Adviser shall establish and maintain periodic communications
with the Subadviser to share information it obtains with the
Subadviser concerning the effect of developments and data on the
investment program maintained by the Subadviser; and

4. The Adviser shall oversee matters relating to Fund promotion,
marketing materials and the Subadviser's reports to the Board.

III. REPRESENTATIONS AND WARRANTIES

A. REPRESENTATIONS AND WARRANTIES OF THE SUBADVISER

1. DUE INCORPORATION AND ORGANIZATION. The Subadviser is duly
organized and is in good standing under the laws of the State of
Connecticut and is fully authorized to enter into this Agreement and
carry out its duties and obligations hereunder.

2. REGISTRATION. The Subadviser is registered as an investment
adviser with the Securities and Exchange Commission (the "SEC")
under the Advisers Act, and is registered or licensed as an
investment adviser under all of the laws of all jurisdictions in
which its activities require it to be so registered or licensed. The
Subadviser shall maintain such registration or license in effect at
all times during the term of this Agreement.

3. BEST EFFORTS. The Subadviser at all times shall provide its best
judgment and effort to the Fund in carrying out its obligations
hereunder.

B. REPRESENTATIONS AND WARRANTIES OF THE ADVISER

1. Due Incorporation and Organization. The Adviser is duly organized
and is in good standing under the laws of the State of Connecticut
and is fully authorized to enter into this Agreement and carry out
its duties and obligations hereunder.

2. Registration. The Adviser is registered as an investment adviser
with the SEC under the Advisers Act, and is registered or licensed
as an investment adviser under all of the laws of all jurisdictions
in which its activities require it to be so

<PAGE>

registered or licensed. The Adviser shall maintain such registration
or license in effect at all times during the term of this Agreement.

3. Best Efforts. The Adviser at all times shall provide its best
judgment and effort to the Fund in carrying out its obligations
hereunder.

IV. BROKER-DEALER RELATIONSHIPS

A. PORTFOLIO TRADES

The Subadviser, at its own expense, and in consultation with the Adviser,
shall place all orders for the purchase and sale of portfolio securities for
the Fund with brokers or dealers selected by the Subadviser, which may include
brokers or dealers affiliated with the Subadviser. The Subadviser shall use
its best efforts to seek to execute portfolio transactions at prices that are
advantageous to the Fund and at commission rates that are reasonable in
relation to the benefits received.

B. SELECTION OF BROKER-DEALERS

In selecting broker-dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage and
research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to the Fund and/or the other accounts over
which the Subadviser or its affiliates exercise investment discretion. The
Subadviser is authorized to pay a broker or dealer who provides such brokerage
and research services a commission for executing a portfolio transaction for
the Fund that is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if the Subadviser
determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer. This determination may be viewed in terms of either that
particular transaction or the overall responsibilities that the Subadviser and
its affiliates have with respect to accounts over which they exercise
investment discretion. The Adviser and the Board shall periodically review the
commissions paid by the Fund to determine if the commissions paid over
representative periods of time were reasonable in relation to the benefits
received.

V. CONTROL BY THE BOARD OF DIRECTORS.

Any investment program undertaken by the Subadviser pursuant to this
Agreement, as well as any other activities undertaken by the Subadviser with
respect to the Fund, shall at all times be subject to any directives of the
Board.

VI. COMPLIANCE WITH APPLICABLE REQUIREMENTS.

In carrying out its obligations under this Agreement, the Adviser shall
at all times conform to:

<PAGE>

A. all applicable provisions of the 1940 Act and any rules and
regulations adopted thereunder;

B. the provisions of the registration statement of the Company, as the
same may be amended from time to time, under the Securities Act of 1933,
as amended, and the 1940 Act;

C. the provisions of the Articles of Incorporation of the Company, as
amended from time to time;

D. the provisions of the by-laws of the Company, as amended from time to
time; and

E. any other applicable provisions of state or federal law.

VII. COMPENSATION

The Adviser shall pay the Subadviser, as compensation for services
rendered hereunder, from its own assets, an annual fee, payable monthly, based
on the average daily net assets of the Fund as follows:

<TABLE>
<CAPTION>
Fee Assets
--- ------
<S> <C> <C>
0.45% On first $50 million $100,000 minimum
0.40% On next $50 million
0.30% On next $50 million
0.25% Over $150 million
</TABLE>

Except as hereinafter set forth, compensation under this Agreement shall be
calculated and accrued daily at the rate of 1/365 of the annual subadvisory
fee applied to the daily net assets of the Fund. If this Agreement becomes
effective subsequent to the first day of a month or shall terminate before the
last day of a month, compensation for that part of the month this Agreement is
in effect shall be prorated in a manner consistent with the calculation of the
fees set forth above.

Subject to the provisions of Paragraph A. below, payment of the Subadviser's
compensation for the preceding month shall be made as promptly as possible.
The Subadviser acknowledges that, pursuant to the Investment Advisory
Agreement, the Adviser has agreed to reduce its fee or reimburse the Fund if
the expenses borne by the Fund exceed the expense limitations applicable to
the Fund imposed by the securities laws or regulations of any jurisdiction in
which the Fund's shares are qualified for sale. Accordingly, the Subadviser
agrees as follows:

<PAGE>

a waiver is obtained), the Subadviser shall reduce its advisory fee in
order to reduce such excess expenses, but will not be required to
reimburse the Fund for any ordinary business expenses which exceed the
amount of its advisory fee for such fiscal year. The amount of any such
reduction is to be borne by the Subadviser and shall be deducted from the
fee otherwise payable to the Subadviser during such fiscal year. For the
purposes of this paragraph, the term "fiscal year" shall exclude the
portion of the current fiscal year which shall have elapsed prior to the
date hereof and shall include the portion of the then current fiscal year
which shall have elapsed at the date of termination of this Agreement;
and

B. Such reductions will, in each case, be proportionate to the reduction
in the Adviser's fee for the same period.

VIII. ALLOCATION OF EXPENSES

The Subadviser shall pay the salaries, employment benefits and other
related costs of those of its personnel engaged in providing investment advice
to the Fund hereunder, including, without limitation, office space, office
equipment, telephone and postage costs. In the event that any other expense
hereunder shall, in the first instance, be paid by the Subadviser, the Adviser
shall reimburse the Subadviser for such expense on presentation of a statement
with respect thereto.

IX. NON-EXCLUSIVITY

The services of the Subadviser with respect to the Company and the Fund
are not to be deemed to be exclusive, and the Subadviser shall be free to
render investment advisory and administrative or other services to others
(including other investment companies) and to engage in other activities. It
is understood and agreed that officers or directors of the Subadviser may
serve as officers or directors of the Adviser or of the Company; hat officers
or directors of the Adviser or of the Company may serve as officers or
directors of the Subadviser to the extent permitted by law; and that the
officers and directors of the Subadviser are not prohibited from engaging in
any other business activity or from rendering services to any other person, or
from serving as partners, officers, directors or trustees of any other firm or
trust, including other investment advisory companies.

X. TERM

This Agreement shall become effective at the close of business on the
date hereof and shall remain in force and effect, subject to Paragraphs XI and
XII hereof and approval by the Fund's shareholders, for a period of two years
from the date hereof.

XI. RENEWAL

Following the expiration of its initial two-year term, the Agreement
shall continue in force and effect from year to year, provided that such
continuance is specifically approved at least annually:

<PAGE>

A. (1) by the Company's directors or (2) by the vote of a majority of the
Fund's outstanding voting securities (as defined in Section 2(a)(42) of
the 1940 Act), and

B. by the affirmative vote of a majority of the directors who are not
parties to this Agreement or interested persons of a party to this
Agreement (other than as a director of the Company), by votes cast in
person at a meeting specifically called for such purpose.

XII. TERMINATION

This Agreement may be terminated as to the Fund at any time, without the
payment of any penalty, by vote of the Company's directors or by vote of a
majority of the Fund's outstanding voting securities, or by the Adviser, or by
the Subadviser on sixty (60) days' written notice to the other party and to
the Company. The notice provided for herein may be waived by the party
required to be notified. This Agreement shall automatically terminate in the
event of its "assignment," as defined in Section 2 (a) (4) of the 1940 Act.

XIII. LIABILITY OF SUBADVISER

In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Subadviser or any of its officers, directors or employees, the Subadviser
shall not be subject to liability to the Adviser for any act or omission in
the course of, or connected with, rendering services hereunder or for any
losses that may be sustained in the purchase, holding or sale of any security.

XIV. NOTICES

Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to such address as may be designated for the
receipt of such notice with a copy to the Company. Until further notice, it is
agreed that the address of the Company, that of the Adviser and that of the
Subadviser shall be 151 Farmington Avenue, Hartford, Connecticut 06156.

XV. QUESTIONS OF INTERPRETATION

This Agreement shall be governed by the laws of the State of Connecticut.
Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of the
1940 Act shall be resolved by reference to such term or provision of the 1940
Act and to interpretations thereof, if any, by the United States Courts or, in
the absence of any controlling decision of any such court, by rules,
regulations or orders of the SEC issued pursuant to the 1940 Act. In addition,
where the effect of a requirement of the 1940 Act reflected in any provision
of the Agreement is revised by rule, regulation or order of the SEC, such
provision shall be deemed to incorporate the effect of such rule, regulation
or order.

<PAGE>

XVI. SERVICE MARK

The service mark of the Company and the Fund and the name "Aetna" have
been adopted by the Company with the permission of Aetna Life and Casualty
Company and their continued use is subject to the right of Aetna Life and
Casualty to withdraw this permission in the event the Subadviser or another
subsidiary or affiliated corporation of Aetna Life and Casualty Corporation
should not be the investment adviser of the Fund.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in duplicate by their respective officers on the 8th day of
December, 1993.

Attest: Aetna Life Insurance and Annuity Company

/s/Paige L. Falasco By:/s/Lucille M. Nickerson
------------------- -----------------------
Name:
Title:

Attest: Aeltus Investment Management, Inc.

/s/Brian Kawakami By:/s/Paul A. Ehnhardt
----------------- -------------------
Name:
Title: President

<PAGE>

EXHIBIT C

SUBADVISORY AGREEMENT

THIS AGREEMENT is made by and between Aetna Life Insurance and Annuity
Company, a Connecticut insurance corporation (the "Adviser") and Aetna Capital
Management, Inc., a Connecticut corporation (the "Subadviser") as of the Date
set forth below.

RECITAL
-------

WHEREAS, Aetna Series Fund, Inc. (the "Company") is registered under the
Investment Company Act of 1940, as amended (the " 1940 Act") as an open-end,
diversified management investment company, consisting of multiple series of
investment portfolios;

WHEREAS, the Adviser is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), as an investment adviser and engages in
the business of acting as an investment adviser;

WHEREAS, the Subadviser is registered under the Advisers Act as an
investment adviser and engages in the business of acting as an investment
adviser;

WHEREAS, pursuant to such authority, the Company has established the
Aetna Small Company Growth Fund (the "Fund");

NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:

I. APPOINTMENT AND OBLIGATIONS OF THE ADVISER

The Adviser hereby appoints the Subadviser to render to the Adviser with
respect to the Fund, investment research and advisory services set forth below
in Section II, under the supervision of the Adviser and subject to the
approval and direction of the Company's Board of

<PAGE>

Directors (the "Board"), and the Subadviser hereby accepts such appointment,
all subject to the terms and conditions contained herein. The Subadviser
shall, for all purposes herein, be deemed an independent contractor and shall
have, unless otherwise expressly provided or authorized, no authority to act
for or represent the Fund in any way or otherwise be deemed an agent of the
Fund.

II. DUTIES OF THE SUBADVISER AND THE ADVISER

In carrying out the terms of this agreement, the Subadviser shall provide
the following services:

A. DUTIES OF THE SUBADVISER

-2-

<PAGE>

B. DUTIES OF THE ADVISER

The Adviser shall retain responsibility for, among other things,
providing the following advice and services with respect to the Fund:

4. The Adviser shall oversee matters relating to Fund promotion,
marketing materials and the Subadviser's reports to the Board.

III. REPRESENTATIONS AND WARRANTIES

A. REPRESENTATIONS AND WARRANTIES OF THE SUBADVISER

1. DUE INCORPORATION AND ORGANIZATION. The Subadviser is duly
organized and is in good standing under the laws of the State of
Connecticut and is fully authorized to enter into this Agreement and
carry out its duties and obligations hereunder.

3. BEST EFFORTS. The Subadviser at all times shall provide its best
judgment and effort to the Fund in carrying out its obligations
hereunder.

B. REPRESENTATIONS AND WARRANTIES OF THE ADVISER

1. DUE INCORPORATION AND ORGANIZATION. The Adviser is duly organized
and is in good standing under the laws of the State of Connecticut
and is fully authorized to enter into this Agreement and carry out
its duties and obligations hereunder

-3-

<PAGE>

2. REGISTRATION. The Adviser is registered as an investment adviser
with the SEC under the Advisers Act, and is registered or licensed
as an investment adviser under all of the laws of all jurisdictions
in which its activities require it to be so registered or licensed.
The Adviser shall maintain such registration or license in effect at
all times during the term of this Agreement.

3. BEST EFFORTS. The Adviser at all times shall provide its best
judgment and effort to the Fund in carrying out its obligations
hereunder.

IV. BROKER-DEALER RELATIONSHIPS

A. PORTFOLIO TRADES

B. SELECTION OF BROKER-DEALERS

V. CONTROL BY THE BOARD OF DIRECTORS.

-4-

<PAGE>

VI. COMPLIANCE WITH APPLICABLE REQUIREMENTS.

In carrying out its obligations under this Agreement, the Adviser shall
at all times conform to:

A. all applicable provisions of the 1940 Act and any rules and
regulations adopted thereunder;

B. the provisions of the registration statement of the Company, as the
same may be amended from time to time, under the Securities Act of 1933, as
amended, and the 1940 Act;

C. the provisions of the Articles of Incorporation of the Company, as
amended from time to time;

D. the provisions of the by-laws of the Company, as amended from time to
time; and

E. any other applicable provisions of state or federal law.

VII. COMPENSATION

The Adviser shall pay the Subadviser, as compensation for services
rendered hereunder, from its own assets, an annual fee, payable monthly, based
on the average daily net assets of the Fund as follows:

<TABLE>
<CAPTION>
Fee Assets

<S> <C> <C>
0.55% On first $50 million $100,000 minimum
0.40% On next $50 million
0.30% On next $50 million
0.25% Over $150 million
</TABLE>

-5-

<PAGE>

A. If, for any fiscal year, the total of all ordinary business expenses
of the Fund, including all investment advisory fees but excluding
brokerage commissions, distribution fees, taxes, interest and
extraordinary expenses and certain other excludable expenses, would
exceed the most restrictive expense limits imposed by any statute or
regulatory authority of any jurisdiction in which shares of the Fund are
offered for sale (unless a waiver is obtained), the Subadviser shall
reduce its advisory fee in order to reduce such excess expenses, but will
not be required to reimburse the Fund for any ordinary business expenses
which exceed the amount of its advisory fee for such fiscal year. The
amount of any such reduction is to be borne by the Subadviser and shall
be deducted from the fee otherwise payable to the Subadviser during such
fiscal year. For the purposes of this paragraph, the term "fiscal year"
shall exclude the portion of the current fiscal year which shall have
elapsed prior to the date hereof and shall include the portion of the
then current fiscal year which shall have elapsed at the date of
termination of this Agreement; and

B. Such reductions will, in each case, be proportionate to the reduction
in the Adviser's fee for the same period.

VIII. ALLOCATION OF EXPENSES

IX. NON-EXCLUSIVITY

The services of the Subadviser with respect to the Company and the Fund
are not to be deemed to be exclusive, and the Subadviser shall be free to
render investment advisory and administrative or other services to others
(including other investment companies) and to engage in other activities. It
is understood and agreed that officers or directors of the Subadviser may
serve as officers or directors of the Adviser or of the Company; that officers
or directors of the Adviser or of the Company may serve as officers or
directors of the Subadviser to the extent permitted by law; and that the
officers and directors of the Subadviser are not prohibited from engaging in
any other business activity or from rendering services to any other person, or
from serving as partners, officers, directors or trustees of any other firm or
trust, including other investment advisory companies.

X. TERM

-6-

<PAGE>

XI. RENEWAL

Following the expiration of its initial two-year term, the Agreement
shall continue in force and effect from year to year, provided that such
continuance is specifically approved at least annually:

A (1) by the Company's directors or (2) by the vote of a majority of the
Fund's outstanding voting securities (as defined in Section 2(a)(42) of the
1940 Act), and

B. by the affirmative vote of a majority of the directors who are not
parties to this Agreement or interested persons of a party to this Agreement
(other than as a director of the Company), by votes cast in person at a
meeting specifically called for such purpose.

XII. TERMINATION

XIII. LIABILITY OF SUBADVISER

XIV. NOTICES

XV. QUESTIONS OF INTERPRETATION

-7-

<PAGE>

SEC issued pursuant to the 1940 Act. In addition, where the effect of a
requirement of the 1940 Act reflected in any provision of the Agreement is
revised by rule, regulation or order of the SEC, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.

XVI. SERVICE MARK

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the 8th day of December,
1993.

Attest: Aetna Life Insurance and Annuity Company

/s/Paige L. Falasco By:/s/Lucille M. Nickerson
------------------- -----------------------
Name:
Title:

Attest: Aetna Capital Management, Inc.

/s/Brian Kawakami By:/s/Paul A. Ehnhardt
----------------- -------------------
Name:
Title: President

-8-

<PAGE>

EXHIBIT D

INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT is made by and between AETNA LIFE INSURANCE AND ANNUITY
COMPANY, a Connecticut corporation (the "Adviser") and AETNA SERIES FUNDS,
INC., a Maryland corporation (the "Fund"), on behalf of its Aetna ------
Series (the "Series"), as of the date set forth below the parties' signatures.

W I T N E S S E T H

WHEREAS, the Fund is registered with the Securities and Exchange Commission
(the "Commission") as an open-end, diversified, management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Fund has established the Series; and

WHEREAS, the Adviser is registered with the Commission as an investment
adviser under the Investment Advisers Act of 1940, as amended (the "Advisers
Act"), and is in the business of acting as an investment adviser; and

WHEREAS, the Fund, on behalf of the Series, and the Adviser desire to enter
into an agreement to provide for investment advisory and management services
for the Series on the terms and conditions hereinafter set forth;

NOW THEREFORE, the parties agree as follows:

I. APPOINTMENT AND OBLIGATIONS OF THE ADVISER

Subject to the terms and conditions of this Agreement and the policies and
control of the Fund's Board of Directors (the "Board"), the Fund, on behalf of
the Series, hereby appoints the Adviser to serve as the investment adviser to
the Series, to provide the investment advisory services set forth below in
Section II. The Adviser agrees that, except as required to carry out its
duties under this Agreement or otherwise expressly authorized, it is acting as
an independent contractor and not as an agent of the Series and has no
authority to act for or represent the Series in any way.

II. DUTIES OF THE ADVISER

In carrying out the terms of this Agreement, the Adviser shall do the
following:

A. supervise all aspects of the operations of the Series;

<PAGE>

B. select the securities to be purchased, sold or exchanged by the
Series or otherwise represented in the Series' investment portfolio,
place trades for all such securities and regularly report thereon to
the Board;

C. formulate and implement continuing programs for the purchase and sale
of securities and regularly report thereon to the Board;

D. obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data, domestic,
foreign or otherwise, whether affecting the economy generally, the
Series, securities held by or under consideration for the Series, or
the issuers of those securities;

E. provide economic research and securities analyses as the Adviser
considers necessary or advisable in connection with the Adviser's
performance of its duties hereunder;

F. obtain the services of, contract with, and provide instructions to
custodians and/or subcustodians of the Series' securities, transfer
agents, dividend paying agents, pricing services and other service
providers as are necessary to carry out the terms of this Agreement;

G. prepare financial and performance reports, calculate and report daily
net asset values, and prepare any other financial data or reports, as
the Adviser from time to time, deems necessary or as are requested by
the Board; and

H. take any other actions which appear to the Adviser and the Board
necessary to carry into effect the purposes of this Agreement.

III. REPRESENTATIONS AND WARRANTIES

A. Representations and Warranties of the Adviser

Adviser hereby represents and warrants to the Fund as follows:

1. Due Incorporation and Organization. The Adviser is duly
organized and is in good standing under the laws of the State of
Connecticut and is fully authorized to enter into this Agreement
and carry out its duties and obligations hereunder.

2. Registration. The Adviser is registered as an investment adviser
with the Securities and Exchange Commission ("the Commission")
under the Advisers Act, and is registered or licensed as an
investment adviser under the laws of all jurisdictions in which
its activities require it to be so registered or licensed. The
Adviser shall maintain such registration or license in effect at
all times during the term of this Agreement.

<PAGE>

3. Best Efforts. The Adviser at all times shall provide its best
judgment and effort to the Series in carrying out its
obligations hereunder.

B. Representations and Warranties of the Series and the Fund,

The Fund, on behalf of the Series, hereby represents and warrants to the
Adviser as follows:

1. Due Incorporation and Organization. The Fund has been duly
incorporated under the laws of the State of Maryland and it is
authorized to enter into this Agreement and carry out its
obligations hereunder.

2. Registration. The Fund is registered as an investment company
with the Commission under the 1940 Act and shares of the Series
are registered or qualified for offer and sale to the public
under the Securities Act of 1933, as amended (the "1933 Act")
and all applicable state securities laws. Such registrations or
qualifications will be kept in effect during the term of this
Agreement.

IV. DELEGATION OF RESPONSIBILITIES

A. Appointment of Subadviser

Subject to the approval of the Board and the shareholders of the Series,
the Adviser may enter into a Subadvisory Agreement to engage a subadviser
(the "Subadviser") to the Adviser with respect to the Series.

B. Duties of Subadviser

Under a Subadvisory Agreement, the Subadviser may be delegated some or all
of the following duties of the Adviser:

1. determine which securities from which issuers shall be
purchased, sold or exchanged by the Series or otherwise
represented in the Series' investment portfolio, place trades
for all such securities and regularly report thereon to the
Board;

2. formulate and implement continuing programs for the purchase and
sale of the securities of such issuers and regularly report
thereon to the Board;

3. obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data,
domestic, foreign or otherwise, whether affecting the economy
generally, the Series, securities held by or under consideration
for the Series, or the issuers of those securities;

<PAGE>

4. provide economic research and securities analyses as the Adviser
considers necessary or advisable in connection with the
Adviser's performance of its duties hereunder;

5. give instructions to the custodian and/or sub-custodian of the
Series appointed by the Board, as to deliveries of securities,
transfers of currencies and payments of cash for the Series as
required to carry out the investment activities of the Series,
in relation to the matters contemplated by this Agreement; and

6. provide such financial support, administrative services and
other duties as the Adviser deems necessary and appropriate.

C. Duties of the Adviser

In the event the Adviser delegates certain responsibilities hereunder to a
Subadviser, the Adviser shall, among other things:

2. review all data and financial reports prepared by the Subadviser
to assure that they are in compliance with applicable
requirements and meet the provisions of applicable laws and
regulations;

3. establish and maintain regular communications with the
Subadviser to share information it obtains with the Subadviser
concerning the effect of developments and data on the investment
program maintained by the Subadviser; and

4. oversee all matters relating to the offer and sale of the
Series' shares, the Fund's corporate governance, reports to the
Board, contracts with all third parties on behalf of the Series
for services to the Series, reports to regulatory authorities
and compliance with all applicable rules and regulations
affecting the Series' operations.

<PAGE>

V. BROKER-DEALER RELATIONSHIPS

A. Series Trades

The Adviser, at its own expense, shall place all orders for the purchase
and sale of portfolio securities for the Series with brokers or dealers
selected by the Adviser, which may include brokers or dealers affiliated
with the Adviser. The Adviser shall use its best efforts to seek to
execute portfolio transactions at prices that are advantageous to the
Series and at commission rates that are reasonable in relation to the
benefits received.

B. Selection of Broker-Dealers

In selecting broker-dealers qualified to execute a particular transaction,
brokers or dealers may be selected who also provide brokerage and research
services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934) to the Series and/or the other accounts over which
the Adviser or its affiliates exercise investment discretion. The Adviser
may also select brokers or dealers to effect transactions for the Series
who provide payment for expenses of the Series. The Adviser is authorized
to pay a broker or dealer who provides such brokerage and research
services or expenses, a commission for executing a portfolio transaction
for the Series that is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if the
Adviser determines in good faith that such amount of commission is
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer and is paid in compliance with Section
28(e) or other rules and regulations of the Commission. This determination
may be viewed in terms of either that particular transaction or the
overall responsibilities that the Adviser and its affiliates have with
respect to accounts over which they exercise investment discretion. The
Board shall periodically review the commissions paid by the Series to
determine if the commissions paid over representative periods of time were
reasonable in relation to the benefits received.

VI. CONTROL BY THE BOARD

Any investment program undertaken by the Adviser pursuant to this Agreement,
as well as any other activities undertaken by the Adviser on behalf of the
Series pursuant thereto, shall at all times be subject to any directives of
the Board.

VII. COMPLIANCE WITH APPLICABLE REQUIREMENTS

In carrying out its obligations under this Agreement, the Adviser shall at all
times conform to:

<PAGE>

A. all applicable provisions of the 1940 Act;

B. the provisions of the registration statement of the Fund, as the same
may be amended from time to time, under the 1933 Act and the 1940 Act;

C. the provisions of the Fund's Articles of Incorporation, as amended;

D. the provisions of the Bylaws of the Fund, as amended; and

E. any other applicable provisions of state and federal law.

VIII. COMPENSATION

For the services to be rendered, the facilities furnished and the expenses
assumed by the Adviser, the Fund, on behalf of the Series, shall pay to the
Adviser an annual fee, payable monthly, based upon the following average daily
net assets of the Series:

<TABLE>
<CAPTION>
Rate Assets
---- ------
<S> <C>

</TABLE>

Except as hereinafter set forth, compensation under this Agreement shall be
calculated and accrued daily at the rate of 1/365 of the annual advisory fee
applied to the daily net assets of the Series. If this Agreement becomes
effective subsequent to the first day of a month or terminates before the last
day of a month, compensation for that part of the month this Agreement is in
effect shall be prorated in a manner consistent with the calculation of the
fees set forth above. Subject to the provisions of Section X hereof, payment
of the Adviser's compensation for the preceding month shall be made as
promptly as possible. For so long as a Subadvisory Agreement is in effect, the
Series acknowledges on behalf of the Series that the Adviser will pay to the
Subadviser, as compensation for acting as Subadviser to the Series, the fees
specified in the Subadvisory Agreement.

IX. EXPENSES

The expenses in connection with the management of the Series shall be
allocated between the Series and the Adviser as follows:

A. Expenses of the Adviser

The Adviser shall pay:

1. the salaries, employment benefits and other related costs and
expenses of those of its personnel engaged in providing
investment advice to the Series, including without limitation,
office space, office equipment, telephone and postage costs;

2. all fees and expenses of all directors, officers and employees,
if any, of the Fund who are employees of the Adviser or an
affiliated entity, including any salaries and employment
benefits payable to those persons;

<PAGE>

B. Expenses of the Series

The Series shall pay:

1. investment advisory fees pursuant to this Agreement;

2. brokers' commissions, issue and transfer taxes or other
transaction fees payable in connection with any transactions in
the securities in the Series' investment portfolio or other
investment transactions incurred in managing the Series' assets,
including portions of commissions that may be paid to reflect
brokerage research services provided to the Adviser;

3. fees and expenses of the Series' independent accountants and
legal counsel and the independent Directors' legal counsel;

4. fees and expenses of any administrator, transfer agent,
custodian, dividend, accounting, pricing or disbursing agent of
the Series;

5. interest and taxes;

6. fees and expenses of any membership in the Investment Company
Institute or any similar organization in which the Board deems
it advisable for the Fund to maintain membership;

7. insurance premiums on property or personnel (including officers
and directors) of the Fund which benefit the Series;

8. all fees and expenses of the Company's directors, who are not
"interested persons" (as defined in the 1940 Act) of the Fund or
the Adviser;

9. expenses of preparing, printing and distributing proxies, proxy
statements, prospectuses and reports to shareholders of the
Series, except for those expenses paid by third parties in
connection with the distribution of Series shares and all costs
and expenses of shareholders' meetings;

10. all expenses incident to the payment of any dividend,
distribution, withdrawal or redemption, whether in shares of the
Series or in cash;

11. costs and expenses of promoting the sale of shares in the
Series, including preparing prospectuses and reports to
shareholders of the Series, provided, nothing in this Agreement
shall prevent the charging of such costs to third parties
involved in the distribution and sale of Series shares;

12. fees payable by the Series to the Commission or to any state
securities regulator or other regulatory authority for the
registration of shares of the Series in any state or territory
of the United States or of the District of Columbia;

<PAGE>

13. all costs attributable to investor services, administering
shareholder accounts and handling shareholder relations,
(including, without limitation, telephone and personnel
expenses), which costs may also be charged to third parties by
the Adviser; and

14. any other ordinary, routine expenses incurred in the management
of the Series' assets, and any nonrecurring or extraordinary
expenses, including organizational expenses, litigation
affecting the Series and any indemnification by the Fund of its
officers, directors or agents.

X. EXPENSE LIMITATION

If, for any fiscal year, the total of all ordinary business expenses payable
by the Series, including all investment advisory fees but excluding brokerage
commissions, distribution fees, taxes, interest and extraordinary expenses and
certain other excludable expenses, would exceed the most restrictive expense
limits imposed by any statute or regulatory authority of any jurisdiction in
which shares of the Series are offered for sale (unless a waiver is obtained),
the Adviser shall reduce its advisory fee to the extent necessary to meet such
expense limit, but the Adviser will not be required to reimburse the Series
for any ordinary business expenses which exceed the amount of its advisory fee
for such fiscal year. The amount of any such reduction is to be borne by the
Adviser and shall be deducted from the monthly advisory fee otherwise payable
to the Adviser during such fiscal year. For the purposes of this paragraph,
the term "fiscal year" shall exclude the portion of the current fiscal year
which shall have elapsed prior to the date hereof and shall include the
portion of the then current fiscal year which shall have elapsed at the date
of termination of this Agreement.

XI. ADDITIONAL SERVICES

Upon the request of the Board, the Adviser may perform certain accounting,
shareholder servicing or other administrative services on behalf of the Series
that are not required by this Agreement. Such services will be performed on
behalf of the Series and the Adviser may receive from the Series such
reimbursement for costs or reasonable compensation for such services as may be
agreed upon between the Adviser and the Board on a finding by the Board that
the provision of such services by the Adviser is in the best interests of the
Series and its shareholders. Payment or assumption by the Adviser of any
Series expense that the Adviser is not otherwise required to pay or assume
under this Agreement shall not relieve the Adviser of any of its obligations
to the Series nor obligate the Adviser to pay or assume any similar Series
expense on any subsequent occasions. Such services may include, but are not
limited to, (a) the services of a principal financial officer of the Fund
(including applicable office space, facilities and equipment) whose normal
duties consist of maintaining the financial accounts and books and records of
the Fund and the Series and the services (including applicable office space,
facilities and equipment) of any of the personnel operating under the
direction of such principal financial officer;

<PAGE>

(b) the services of staff to respond to shareholder inquiries concerning the
status of their accounts, providing assistance to shareholders in exchanges
among the investment companies managed or advised by the Adviser, changing
account designations or changing addresses, assisting in the purchase or
redemption of shares; or otherwise providing services to shareholders of the
Series; and (c) such other administrative services as may be furnished from
time to time by the Adviser to the Fund on the Series at the request of the
Board.

XII. NONEXCLUSIVITY

The services of the Adviser to the Series are not to be deemed to be
exclusive, and the Adviser shall be free to render investment advisory or
other services to others (including other investment companies) and to engage
in other activities, so long as its services under this Agreement are not
impaired thereby. It is understood and agreed that officers and directors of
the Adviser may serve as officers or directors of the Fund, and that officers
or directors of the Fund may serve as officers or directors of the Adviser to
the extent permitted by law; and that the officers and directors of the
Adviser are not prohibited from engaging in any other business activity or
from rendering services to any other person, or from serving as partners,
officers, directors or trustees of any other firm or trust, including other
investment companies.

XIII. TERM

This Agreement shall become effective at the close of business on the date
hereof and shall remain in force and effect, subject to Paragraphs XIV and XV
hereof and approval by the Series' shareholders, for a period of two years
from the date hereof.

XIV. RENEWAL

Following the expiration of its initial two-year term, the Agreement shall
continue in force and effect from year to year, provided that such continuance
is specifically approved at least annually:

A. 1. by the Board, or

2. by the vote of a majority of the Series' outstanding voting
securities (as defined in Section 2(a)(42) of the 1940 Act), and

B. by the affirmative vote of a majority of the directors who are not
parties to this Agreement or interested persons of a party to this
Agreement (other than as a director of the Fund), by votes cast in
person at a meeting specifically called for such purpose.

<PAGE>

XV. TERMINATION

This Agreement may be terminated at any time, without the payment of any
penalty, by vote of the Board or by vote of a majority of the Series'
outstanding voting securities (as defined in Section 2(a)(42) of the 1940
Act), or by the Adviser, on sixty (60) days' written notice to the other
party. The notice provided for herein may be waived by the party required to
be notified. This Agreement shall automatically terminate in the event of its
"assignment", as that term is defined in Section 2(a)(4) of the 1940 Act.

XVI. LIABILITY

The Adviser shall be liable to the Fund and shall indemnify the Fund for any
losses incurred by the Fund, whether in the purchase, holding or sale of any
security or otherwise, to the extent that such losses resulted from an act or
omission on the part of the Adviser or its officers, directors or employees,
that is found to involve willful misfeasance, bad faith or negligence, or
reckless disregard by the Adviser of its duties under this Agreement, in
connection with the services rendered by the Adviser hereunder.

XVII. NOTICES

if to the Fund, the Series or the Adviser:

151 Farmington Avenue, RE4C
Hartford, Connecticut 06156
Fax number: 860/273-8340

XVIII. QUESTIONS OF INTERPRETATION

This Agreement shall be governed by the laws of the State of Connecticut. Any
question of interpretation of any term or provision of this Agreement having a
counterpart in or otherwise derived from a term or provision of the 1940 Act
shall be resolved by reference to such term or provision of the 1940 Act and
to interpretations thereof, if any, by the United States Courts or, in the
absence of any controlling decision of any such court, by rules, regulations
or orders of the Commission issued pursuant to the 1940 Act. In addition,
where the effect of a requirement of the 1940 Act reflected in the provisions
of this Agreement is revised by rule, regulation or order of the Commission,
such provisions shall be deemed to incorporate the effect of such rule,
regulation or order.

10
<PAGE>

XIX. SERVICE MARK

The service mark of the Fund and the Series and the name "Aetna" have been
adopted by the Fund with the permission of Aetna Life and Casualty Company and
their continued use is subject to the right of Aetna Life and Casualty Company
to withdraw this permission in the event the Adviser or another subsidiary or
affiliated corporation of Aetna Life and Casualty Company should not be the
investment adviser of the Series.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the ___ day of
_______________, 199__.

AETNA LIFE INSURANCE AND ANNUITY COMPANY

By:_____________________________
Attest:____________________ Name:___________________________
Title:__________________________

AETNA SERIES FUND, INC.
on behalf of its
Aetna ------ Series

By:_____________________________
Attest:____________________ Name:___________________________
Title:__________________________

<PAGE>

EXHIBIT E

INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT is made by and between AETNA SERIES FUND, a Maryland
corporation (the "Company"), on behalf of its series, Aetna __________ Fund
and AETNA LIFE INSURANCE AND ANNUITY COMPANY, a Connecticut insurance
corporation (the "Adviser"), as of the Date set forth below.

R E C I T A L

WHEREAS, the Company is registered as an open-end diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act") and the rules and regulations promulgated thereunder;

WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and engages
in the business of acting as an investment adviser;

WHEREAS, the Company has established the Aetna __________ Fund series
(the "Fund");

WHEREAS, the Company, on behalf of the Fund, and the Adviser desire to
enter into an agreement to provide for investment advisory and management
services for the Fund on the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:

I. APPOINTMENT AND OBLIGATIONS OF THE ADVISER

The Adviser is hereby appointed to serve as the investment adviser to the
Fund, to provide investment advisory services set forth below in Section II,
subject to the terms of this Agreement and the policies and control of the
Company's Board of Directors (the "Board"). The Adviser shall, for all
purposes herein, be deemed an independent contractor and shall have, unless
otherwise expressly provided or authorized, no authority to act for or
represent the Fund in any way or otherwise be deemed an agent of the Fund.

II. DUTIES OF THE ADVISER

In carrying out the terms of this Agreement, the Adviser shall provide the
following services:

A. supervise all aspects of the operations of the Fund;

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B. obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data, domestic,
foreign or otherwise, whether affecting the economy generally or the
Fund's portfolio and whether concerning the individual issuers of the
securities included in the Fund's portfolio or the activities in
which the issuers engage, or with respect to securities that the
Adviser considers desirable for inclusion in the Fund's portfolio;

C. determine which issuers and securities shall be represented in the
Fund's portfolio and regularly report thereon to the Board;

D. formulate and implement continuing programs for the purchases and
sales of the securities of such issuers and regularly report thereon
to the Board;

E. give instructions to the custodian and/or sub-custodian of the Fund
appointed by the Board, as to deliveries of securities, transfers of
currencies and payments of cash for the account of the Fund, in
relation to the matters contemplated by this Agreement; and

F. take, on behalf of the Fund, all actions which appear to the Company
and the Fund necessary to carry into effect the purchase and sale of
securities for the Fund and the supervisory functions listed above,
including the placing of orders for the purchase and sale of
securities for the Fund.

III. REPRESENTATIONS AND WARRANTIES

A. REPRESENTATIONS AND WARRANTIES OF THE ADVISER

Adviser hereby represents and warrants to the Company as follows:

1. Due Incorporation and Organization. The Adviser is duly
organized and is in good standing under the laws of the State of
Connecticut and is fully authorized to enter into this Agreement
and carry out its duties and obligations hereunder.

2. Registration. The Adviser is registered as an investment adviser
with the Securities and Exchange Commission (the "SEC") under
the Advisers Act, and is registered or licensed as an investment
adviser under the laws of all jurisdictions in which its
activities require it to be so registered or licensed. The
Adviser shall maintain such registration or license in effect at
all times during the term of this Agreement.

3. Best Efforts. The Adviser at all times shall provide its best
judgment and effort to the Fund in carrying out its obligations
hereunder.

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B. REPRESENTATIONS AND WARRANTIES OF THE FUND AND THE COMPANY

The Company, on behalf of the Fund, hereby represents and warrants to the
Adviser as follows:

1. Due Incorporation and Organization. The Company has been duly
incorporated under the laws of the State of Maryland and it is
authorized to enter into this Agreement and carry out its terms.

2. Registration. The Company is registered as an investment company
with the SEC under the 1940 Act and shares of the Fund are
registered for offer and sale to the public under the Securities
Act of 1933, as amended (the "1933 Act") and all applicable
state securities laws. Such registrations will be kept in effect
during the term of this Agreement.

IV. DELEGATION OF RESPONSIBILITIES

A. APPOINTMENT OF SUBADVISER

Subject to the approval of the Board and the shareholders of the
Fund, the Adviser may enter into a Subadvisory Agreement to engage a
subadviser (the "Subadviser") to the Adviser with respect to the Fund.

B. DUTIES OF SUBADVISER

Under a Subadvisory Agreement, the SubAdviser shall:

1. provide the Adviser with such economic research and securities
analysis as the Adviser may from time to time consider necessary
or advisable in connection with the Adviser's performance of its
duties hereunder;

2. obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data,
domestic, foreign or otherwise, whether affecting the economy
generally or the Fund, and whether concerning the individual
issuers whose securities are included in the Fund or the
activities in which such issuers engage, or with respect to
securities that the Subadviser considers desirable for inclusion
in the Fund's investment portfolio;

3. determine which issuers and securities shall be purchased, sold
or exchanged by the Fund or otherwise represented in the Fund's
investment portfolio and regularly report thereon to the Adviser
and, at the request of the Adviser, to the Board; and

<PAGE>

4. formulate and implement continuing programs for the purchase and
sale of the securities of such issuers and regularly report
thereon to the Adviser and, at the request of the Adviser, to
the Board.

C. DUTIES OF THE ADVISER

In the event the Adviser delegates certain responsibilities hereunder
to a Subadviser, the Adviser shall, among other things:

1. monitor the investment program maintained by the Subadviser for
the Fund to ensure that the Fund's assets are invested in
compliance with the Subadvisory Agreement and the Fund's
Registration Statement;

2. consult with and assist the Subadviser in maintaining
appropriate policies, procedures and records so that the
Subadviser operates its business and any investment program
hereunder in compliance with applicable laws;

3. establish and maintain periodic communications with the
Subadviser to share information it obtains with the Subadviser
concerning the effect of developments and data on the investment
program maintained by the Subadviser; and

4. oversee matters relating to Fund promotion, marketing materials
and the Subadviser's reports to the Board.

V. BROKER-DEALER RELATIONSHIPS

A. PORTFOLIO TRADES

The Adviser, at its own expense, shall place all orders for the purchase
and sale of portfolio securities for the Fund with brokers or dealers selected
by the Adviser, which may include brokers or dealers affiliated with the
Adviser. The Adviser shall use its best efforts to seek to execute portfolio
transactions at prices that are advantageous to the Fund and at commission
rates that are reasonable in relation to the benefits received.

B. SELECTION OF BROKER-DEALERS

<PAGE>

broker or dealer. This determination may be viewed in terms of either that
particular transaction or the overall responsibilities that the Adviser and
its affiliates have with respect to accounts over which they exercise
investment discretion. The Board shall periodically review the commissions
paid by the Fund to determine if the commissions paid over representative
periods of time were reasonable in relation to the benefits received.

VI. CONTROL BY THE BOARD OF DIRECTORS

Any investment program undertaken by the Adviser pursuant to this
Agreement, as well as any other activities undertaken by the Adviser on behalf
of the Fund pursuant thereto, shall at all times be subject to any directives
of the Board.

VII. COMPLIANCE WITH APPLICABLE REQUIREMENTS

In carrying out its obligations under this Agreement, the Adviser shall at
all times conform to:

A. all applicable provisions of the 1940 Act;

B. the provisions of the registration statement of the Company, as the
same may be amended from time to time, under the 1933 Act and the
1940 Act;

C. the provisions of the Company's Articles of Incorporation, as
amended;

D. the provisions of the By-Laws of the Company, as amended; and

E. any other applicable provisions of state and federal law.

VIII. COMPENSATION

For the services to be rendered, the facilities furnished and the
expenses assumed by the Adviser, the Company, on behalf of the Fund, shall pay
to the Adviser an annual fee, payable monthly, based upon the following
average daily net assets of the Fund:

<TABLE>
<CAPTION>
Rate Assets
---- ------
<S> <C>

</TABLE>

Except as hereinafter set forth, compensation under this Agreement shall be
calculated and accrued daily at the rate of 1/365 of the annual advisory fee
applied to the daily net assets of the Fund. If this Agreement becomes
effective subsequent to the first day of a month or shall terminate before the
last day of a month, compensation for that part of the month this Agreement is
in effect shall be prorated in a manner consistent with the calculation of the
fees as set forth above. Subject to the provisions of Paragraph X hereof,
payment of the Adviser's compensation for the preceding month shall be made as
promptly as possible. For so long as a Subadvisory Agreement is in effect, the
Company acknowledges on behalf of the Fund that the Adviser will pay to the
Subadviser, as compensation for acting as Subadviser to the Fund, the fees
specified in the Subadvisory Agreement.

<PAGE>

IX. EXPENSES

The expenses in connection with the management of the Fund shall be
allocable between the Fund and the Adviser as follows:

A. EXPENSES OF THE ADVISER

The Adviser shall pay:

1. The salaries, employment benefits and other related costs of
those of its personnel engaged in providing investment advice to
the Fund, including without limitation, office space, office
equipment, telephone and postage costs; and

2. Any fees and expenses of all directors of the Company who are
employees of the Adviser or an affiliated entity and any
salaries and employment benefits of officers of the Company who
are affiliated persons of the Adviser for acting as officers of
the Company.

B. EXPENSES OF THE FUND

The Fund shall pay:

1. Investment advisory fees pursuant to this Agreement;

2. Brokers' commissions, issue and transfer taxes or other
transaction fees chargeable in connection with securities or
other investment transactions, including portions of commissions
that may be paid to reflect brokerage research services provided
to the Adviser;

3. Fees and expenses of the Fund's independent public accountants
and outside legal counsel;

4. Expenses of printing and distributing proxies, proxy statements,
prospectuses and reports to shareholders of the Fund, except as
such expenses may be borne by any distributor of the Fund;

5. Interest and taxes;

6. The fees and expenses of those of the Company's directors who
are not "interested persons" (as defined in the 1940 Act) of the
Company or the Adviser;

7. Shareholders' meeting expenses;

<PAGE>

8. Administrator, transfer agent, custodian and dividend disbursing
agent fees and expenses;

9. Fees of dividend, accounting or pricing agents appointed by the
Fund;

10. Fees payable by the Company to the SEC or in connection with the
registration of shares of the Fund under the laws of any state
or territory of the United States or of the District of
Columbia;

11. Fees and assessments of the Investment Company Institute or any
successor organization or other association memberships approved
by the Board;

12. Such nonrecurring or extraordinary expenses as may arise,
including organizational expenses, litigation affecting the Fund
and any indemnification by the Company of its officers,
directors or agents with respect thereto;

13. All other ordinary business expenses incurred in the operations
of the Fund unless specifically provided otherwise in this
paragraph IX;

14. All costs attributable to investor services, administering
shareholder accounts and handling shareholder relations
(including, without limitation, telephone and personnel
expenses);

15. All expenses incident to the payment of any dividend,
distribution, withdrawal or redemption, whether in shares of the
Fund or in cash; and

16. Insurance premiums on property or personnel (including officers
and directors) of the Company which inure to its benefit.

X. EXPENSE LIMITATION

If, for any fiscal year, the total of all ordinary business expenses of
the Fund, including all investment advisory fees but excluding brokerage
commissions, distribution fees, taxes, interest and extraordinary expenses and
certain other excludable expenses, would exceed the most restrictive expense
limits imposed by any statute or regulatory authority of any jurisdiction in
which shares of the Fund are offered for sale (unless a waiver is obtained),
the Adviser shall reduce its advisory fee in order to reduce such excess
expenses, but will not be required to reimburse the Fund for any ordinary
business expenses which exceed the amount of its advisory fee for such fiscal
year. The amount of any such reduction is to be borne by the Adviser and shall
be deducted from the monthly management fee otherwise payable to the Adviser
during such fiscal year. For the purposes of this paragraph, the term "fiscal
year" shall exclude the portion of the current fiscal year which shall have
elapsed prior to the date hereof and shall include the portion of the then
current fiscal year which shall have elapsed at the date of termination of
this Agreement.

<PAGE>

XI. ADDITIONAL SERVICES

Upon the request of the Board of Directors, the Adviser may perform
certain accounting, shareholder servicing or other administrative services on
behalf of the Fund that are not required by this Agreement. Such services will
be performed on behalf of the Fund and the Adviser may receive from the Fund
such reimbursement for costs or reasonable compensation for such services as
may be agreed upon between the Adviser and the Board on a finding by the Board
that the provision of such services by the Adviser is in the best interests of
the Fund and its shareholders. Payment or assumption by the Adviser of any
Fund expense that the Adviser is not otherwise required to pay or assume under
this Agreement shall not relieve the Adviser of any of its obligations to the
Fund nor obligate the Adviser to pay or assume any similar Fund expense on any
subsequent occasions. Such services may include, but are not limited to, (a)
the services of a principal financial officer of the Company (including
applicable office space, facilities and equipment) whose normal duties consist
of maintaining the financial accounts and books and records of the Company and
the Fund and the services (including applicable office space, facilities and
equipment) of any of the personnel operating under the direction of such
principal financial officer; (b) the services of staff to respond to
shareholder inquiries concerning the status of their accounts, providing
assistance to shareholders in exchanges among the investment companies managed
or advised by the Adviser, changing account designations or changing
addresses, assisting in the purchase or redemption of shares; or otherwise
providing services to shareholders of the Fund; and (c) such other
administrative services as may be furnished from time to time by the Adviser
to the Company or the Fund at the request of the Board.

XII. NON-EXCLUSIVITY

The services of the Adviser to the Fund are not to be deemed to be
exclusive, and the Adviser shall be free to render investment advisory or
other services to others (including other investment companies) and to engage
in other activities, so long as its services under this Agreement are not
impaired thereby. It is understood and agreed that officers and directors of
the Adviser may serve as officers or directors of the Company, and that
officers or directors of the Company may serve as officers or directors of the
Adviser to the extent permitted by law; and that the officers and directors of
the Adviser are not prohibited from engaging in any other business activity or
from rendering services to any other person, or from serving as partners,
officers, directors or trustees of any other firm or trust, including other
investment companies.

XIII. TERM

This Agreement shall become effective at the close of business on the date
hereof and shall remain in force and effect, subject to Paragraphs XIV and XV
hereof and approval by the Fund's shareholders, for a period of two years from
the date hereof.

<PAGE>

XIV. RENEWAL

Following the expiration of its initial two-year term, the Agreement shall
continue in force and effect from year to year, provided that such continuance
is specifically approved at least annually:

A. (1) by the Company's directors or (2) by the vote of a majority of
the Fund's outstanding voting securities (as defined in Section
2(a)(42) of the 1940 Act), and

XV. TERMINATION

This Agreement may be terminated at any time, without the payment of any
penalty, by vote of the Company's directors or by vote of a majority of the
Fund's outstanding voting securities (as defined in Section 2(a)(42) of the
1940 Act), or by the Adviser, on sixty (60) days' written notice to the other
party. The notice provided for herein may be waived by the party required to
be notified. This Agreement shall automatically terminate in the event of its
"assignment", as that term is defined in Section 2(a)(4) of the 1940 Act.

XVI. LIABILITY OF ADVISER AND INDEMNIFICATION

A. LIABILITY

In the absence of willful misfeasance, bad faith or gross negligence
on the part of the Adviser or its officers, directors or employees, or
reckless disregard by the Adviser of its duties under this Agreement, the
Adviser shall not be liable to the Company or to any shareholder of the
Company for any act or omission in the course of, or connected with,
rendering services hereunder or for any losses that may be sustained in
the purchase, holding or sale of any security.

B. INDEMNIFICATION

In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Adviser or any officer, director or employee of the Adviser, to the extent
permitted by applicable law, the Company hereby agrees to indemnify and
hold the Adviser harmless from and against all claims, actions, suits and
proceedings at law or in equity, whether brought or asserted by a private
party or a governmental agency, instrumentality or entity of any kind,
relating to the sale, purchase, pledge of, advertisement of, or
solicitation of sales or purchases of any security (whether of the Fund or
otherwise) by the Company, its officers, directors, employees or agents in
alleged violation of applicable federal, state or foreign laws, rules or
regulations.

<PAGE>

XVII. NOTICES

Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of the Adviser and that of
the Company for this purpose shall be 151 Farmington Avenue, Hartford,
Connecticut 06156.

XVIII. QUESTIONS OF INTERPRETATION

This Agreement shall be governed by the laws of the State of Connecticut.
Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of the
1940 Act shall be resolved by reference to such term or provision of the 1940
Act and to interpretations thereof, if any, by the United States Courts or, in
the absence of any controlling decision of any such court, by rules,
regulations or orders of the SEC issued pursuant to the 1940 Act. In addition,
where the effect of a requirement of the 1940 Act reflected in the provisions
of this Agreement is revised by rule, regulation or order of the SEC, such
provisions shall be deemed to incorporate the effect of such rule, regulation
or order.

XIX. SERVICE MARK

The service mark of the Company and the Fund and the name "Aetna" have
been adopted by the Company with the permission of Aetna Life and Casualty
Company and their continued use is subject to the right of Aetna Life and
Casualty Company to withdraw this permission in the event the Adviser or
another subsidiary or affiliated corporation of Aetna Life and Casualty
Corporation should not be the investment adviser of the Fund.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed in duplicate by their respective officers on the 13th day of
April, 1994.

AETNA SERIES FUND INC.
on behalf of its Aetna ________
Attest: Fund series

/s/Susan E. Bryant By: /s/Shaun P. Mathews
- --------------------- ---------------------------
Name: Shaun P. Mathews
Title: President

AETNA LIFE INSURANCE AND
ANNUITY COMPANY
Attest:
By: /s/James C. Hamilton
---------------------------
Name: James C. Hamilton
Title: Vice President and
/s/Lucille M. Nickerson Treasurer
- ---------------------

<PAGE>

EXHIBIT F

CURRENT INVESTMENT POLICIES OF THE AETNA BOND FUND (the "Bond Fund")

In seeking to achieve its investment objective, the Bond Fund normally
invests at least 65% of its total assets in high-quality corporate bonds,
mortgage-related and other asset-backed and debt securities, and securities
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. The 'high-quality' securities in which the Bond Fund
invests are defined as bonds rated AA or above by Standard & Poor's
Corporation ("S&P"), Aa or above by Moody's Investors Service, Inc.
("Moody's"), similarly rated by other nationally recognized statistical rating
organizations ("NRSROs") or considered by the Investment Adviser to be of
comparable quality.

The Bond Fund does not target any given maturity, thus giving its
flexibility to invest in short- and long-term securities as market conditions
change. The Bond Fund may also invest in repurchase agreements, equity
securities (not to exceed 5% of total assets) and securities issued by any
foreign corporation or instrumentality or political subdivision of foreign
governments (not to exceed 25% of total assets). The Bond Fund may also
purchase securities on a when-issued or delayed-delivery basis.

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

The Bond Fund may invest up to 15% in high-risk High-Yield Securities or
"junk bonds" (securities rated BBB/Baa or below, or, if unrated, considered by
the Investment Adviser to be of comparable quality). This will limit the Bond
Fund's ability to earn a higher return normally associated with high-risk
non-investment grade securities.

RESTATED INVESTMENT POLICIES OF THE BOND FUND

The Bond Fund would seek to achieve its objective by normally investing
at least 65% of its total assets in 'high-grade' corporate bonds and
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, including mortgage-related and other asset-backed
securities. 'High-grade' securities are those that are rated A or above by S&P
or by Moody's, similarly rated by other NRSROs, or considered by the
Investment Adviser to be of comparable quality.

<PAGE>