As filed with the Securities and Exchange File No. 33-85620
Commission on June 12, 1996 File No. 811-6352
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 3
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 21
AETNA SERIES FUND, INC.
(Exact Name of Registrant as Specified in Charter)
151 Farmington Avenue RE4C, Hartford, Connecticut 06156
(Address of Principal Executive Offices)
(860) 273-7834
(Registrant's Telephone Number, including Area Code)
Susan E. Bryant, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue RE4C, Hartford, Connecticut 06156
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (Check appropriate space):
______ immediately upon filing pursuant to paragraph (b) of Rule 485
______ on _______________________ pursuant to paragraph (b) of Rule
485
__X___ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
______ on August 1, 1996 pursuant to paragraph (a)(1) of Rule 485
______ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
______ on _______________________ pursuant to paragraph (a)(2) of
Rule 485
Aetna Series Fund, Inc. has registered an indefinite number of its securities
under the Securities Act of 1933 pursuant to Rule 24f-2 of the Investment
Company Act of 1940. The Registrant filed its Rule 24f-2 Notice for its fiscal
year ended October 31, 1995 on December 29, 1995.
<PAGE>
AETNA SERIES FUND, INC.
Generation Funds
Cross-Reference Sheet
Part A - Prospectus
<TABLE>
<S> <C> <C>
1. Cover Page Cover Page, and as amended on August 12, 1996
2. Synopsis Fee Tables
Highlights, and as amended on August 12, 1996
3. Condensed Financial Financial Highlights
Information
4. General Description of Description of the Generation Funds
Registrant How Investment Objectives are Pursued
Investment Techniques
Risk Factors and Other Considerations
Investment Restrictions
General Information, and as amended on
August 12, 1996
5. Management of the Fund Management of the Generation Funds, and
as amended on August 12, 1996
Portfolio Management
5A. Management's Discussion of Financial Highlights - Incorporated by
Fund Performance Reference to the Annual Report
6. Capital Stock and Other General Information, and as amended on
Securities August 12, 1996
Shareholder Services
Fund Distributions
Taxes
7. Purchase of Securities Being Shareholder Services
Offered Management of the Generation Funds, and
as amended on August 12, 1996
Net Asset Value
Fees and Charges (Adviser Class
Prospectus only)
8. Redemption or Repurchase Shareholder Services
Fees and Charges (Adviser Class
Prospectus only)
9. Pending Legal Proceedings None - Not applicable
Part B - Statement of Additional
Information
10. Cover Page Cover Page, and as amended on August 12, 1996
11. Table of Contents Table of Contents
12. General Information and General Information and History
History
<PAGE>
13. Investment Objectives and Additional Investment Restrictions and
Policies Policies of the Generation Funds
Description of Various Securities and
Investment Techniques
14. Management of the Funds Directors and Officers of the Company,
and as amended on August 12, 1996
15. Control Persons and Principal Control Persons and Principal Holders of
Holders of Securities the Funds, and as amended on August 12, 1996
16. Investment Advisory and Other The Investment Advisory Contract, and as
Services amended on August 12, 1996
The Subadvisory Agreements, Supplement
dated August 12, 1996
The Administrative Services Agreement
Distribution Arrangements
Custodian
Independent Auditors
License Agreement, Supplement dated
August 12, 1996
17. Brokerage Allocation and Brokerage Allocation and Trading Policies
Other Practices
18. Capital Stock and Other Description of Shares
Securities
19. Purchase, Redemption and Sale and Redemption of Shares
Pricing of Securities Being Net Asset Value
Offered
Distribution Arrangements
20. Tax Status Tax Status
21. Underwriters Principal Underwriter, and as amended on
August 12, 1996
Distribution Arrangements
22. Calculation of Performance Performance Information
Data
23. Financial Statements Financial Statements
</TABLE>
<PAGE>
PARTS A AND B
The Prospectus and the Statement of Additional Information are incorporated into
Part A and Part B of this Post-Effective Amendment No. 3, respectively, by
reference to Post-Effective Amendment No. 2 to the Registration Statement on
Form N-1A (File No. 33-85620), as filed electronically on February 29, 1996.
<PAGE>
Select Class
AETNA SERIES FUND, INC.
Aetna Generation Funds
Supplement dated August 12, 1996
to Prospectus dated March 1, 1996
The information in this supplement updates and amends the information contained
in the Prospectus dated March 1, 1996 (the "Prospectus") and should be read with
that Prospectus. Capitalized terms are defined in the Prospectus.
The following replaces the subsection entitled "Who is the Investment
Adviser?" on page 4 of the Prospectus:
Who is Managing the Funds? Aetna Life Insurance and Annuity Company ("ALIAC" or
the "Investment Adviser"), serves as the investment adviser for each of the
Funds. Aeltus Investment Management, Inc. (Aeltus) was named the subadviser of
the Funds effective August 1, 1996 when ALIAC merged its investment management
operations into those of Aeltus. ALIAC and Aeltus are both indirect, wholly
owned subsidiaries of Aetna Retirement Services, Inc., which is in turn a wholly
owned subsidiary of Aetna Life and Casualty Company.
The following replaces the first three paragraphs of the subsection
entitled "Investment Adviser" on page 28 of the Prospectus:
Investment Adviser. ALIAC, the Investment Adviser for each Fund, is a
Connecticut corporation with its principal offices located at 151 Farmington
Avenue, Hartford, Connecticut 06156. ALIAC is registered with the Commission as
an investment adviser and is responsible for managing over $22 billion in assets
including those held by the Funds. ALIAC has entered into an investment advisory
agreement with each Fund which provides that ALIAC is responsible for managing
the investments of each Fund and for providing all necessary facilities and
personnel costs to conduct such activities.
The following is added as a new subsection entitled "Subadviser"
immediately following the subsection entitled "Investment Adviser" on page
28 of the Prospectus:
Subadviser. ALIAC, the Company and Aeltus have entered into a subadvisory
agreement (Subadvisory Agreement) appointing Aeltus as the subadviser for each
Fund. Aeltus is a Connecticut corporation with its principal offices located at
242 Trumbull Street, Hartford, Connecticut 06156. Aeltus is registered as an
investment adviser with the Commission. Under the Subadvisory Agreement, Aeltus
is responsible for managing the assets of each Fund in accordance with each
Fund's investment objective and policies, subject to the supervision of ALIAC,
the Company and the Company's Directors. Aeltus determines what securities and
other instruments are purchased and sold by each Fund and handles certain
related accounting and administrative functions, including determining each
Fund's net asset value on a daily basis and preparing and
Form XSERGENF.1 Page 1 August 1996
<PAGE>
providing such
reports, data and information as ALIAC or the Directors request from time to
time.
ALIAC has overall responsibility for monitoring the investment program
maintained by the subadviser for compliance with applicable laws and
regulations, and each Fund's investment objectives and policies.
All of the investment personnel of ALIAC, including those listed in the
Prospectus under Portfolio Management, assumed positions with Aeltus as of
August 1, 1996 identical to those they held with ALIAC and continue to provide
investment services to the Funds through Aeltus.
The following replaces the first paragraph of the subsection entitled
"Administrator" on page 28 of the Prospectus:
Administrator. ALIAC acts as administrator for each Fund and has responsibility
for all administrative and internal accounting and reporting services, oversight
of relationships with third party service providers such as the transfer agent
and custodian, shareholder communications and reporting for each Fund. As
administrator, ALIAC will oversee the calculation of net asset values and other
financial reports prepared by the subadviser for the Funds.
The following replaces the subsection entitled "Capital Stock" on page
33 of the Prospectus:
Capital Stock The Articles currently authorize the issuance of 4.8 billion
shares of capital stock of the Company. All shares are nonassessable,
transferable and redeemable. There are no preemptive rights.
As of May 31, 1996, the following shares of the Company were owned by ALIAC and
its affiliates:
ALIAC
Select Adviser
------ -------
Aetna Ascent 1,995,349 0
Aetna Crossroads 1,966,396 0
Aetna Legacy 1,937,406 0
Money Market Fund 40,087,391 0
Government Fund 1,125,002 0
Bond Fund 451,385 0
The Aetna Fund 27,675 0
Growth and Income Fund 81,438 0
Growth Fund 254,597 0
Small Company Growth Fund 2,365,999 0
International Growth Fund 36,268 1,762,533
Asian Growth Fund 562,505 0
Form XSERGENF.1 Page 2 August 1996
<PAGE>
Aetna Life Insurance Company
Select Adviser
------ -------
Money Market Fund 3,538,193 0
Asian Growth Fund 2,066,778 0
ALIAC and its affiliates may make additional investments into the Funds.
Form XSERGENF.1 Page 3 August 1996
<PAGE>
Adviser Class
AETNA SERIES FUND, INC.
Aetna Generation Funds
Supplement dated August 12, 1996
to Prospectus dated March 1, 1996
The information in this supplement updates and amends the information contained
in the Prospectus dated March 1, 1996 (the "Prospectus") and should be read with
that Prospectus. Capitalized terms are defined in the Prospectus.
The following replaces the subsection entitled "Who is the Investment
Adviser?" on page of the Prospectus:
Who is Managing the Funds? Aetna Life Insurance and Annuity Company ("ALIAC" or
the "Investment Adviser"), serves as the investment adviser for each of the
Funds. Aeltus Investment Management, Inc. (Aeltus) was named the subadviser of
the Funds effective August 1, 1996 when ALIAC merged its investment management
operations into those of Aeltus. ALIAC and Aeltus are both indirect, wholly
owned subsidiaries of Aetna Retirement Services, Inc., which is in turn a wholly
owned subsidiary of Aetna Life and Casualty Company.
The following replaces the first three paragraphs of the subsection
entitled "Investment Adviser" on page 30 of the Prospectus:
Investment Adviser. ALIAC, the Investment Adviser for each Fund, is a
Connecticut corporation with its principal offices located at 151 Farmington
Avenue, Hartford, Connecticut 06156. ALIAC is registered with the Commission as
an investment adviser and is responsible for managing over $22 billion in assets
including those held by the Funds. ALIAC has entered into an investment advisory
agreement with each Fund which provides that ALIAC is responsible for managing
the investments of each Fund and for providing all necessary facilities and
personnel costs to conduct such activities.
The following is added as a new subsection entitled "Subadviser"
immediately following the subsection entitled "Investment Adviser" on page
30 of the Prospectus:
Subadviser. ALIAC, the Company and Aeltus have entered into a subadvisory
agreement (Subadvisory Agreement) appointing Aeltus as the subadviser for each
Fund. Aeltus is a Connecticut corporation with its principal offices located at
242 Trumbull Street, Hartford, Connecticut 06156. Aeltus is registered as an
investment adviser with the Commission. Under the Subadvisory Agreement, Aeltus
is responsible for managing the assets of each Fund in accordance with each
Fund's investment objective and policies, subject to the supervision of ALIAC,
the Company and the Company's Directors. Aeltus determines what securities and
other instruments are purchased and sold by each Fund and handles certain
related accounting and administrative functions, including determining each
Fund's net asset value on a daily basis and preparing and
Form XSERGENF.1 Page 1 August 1996
<PAGE>
providing such reports, data and information as ALIAC or the Directors request
from time to time.
ALIAC has overall responsibility for monitoring the investment program
maintained by the subadviser for compliance with applicable laws and
regulations, and each Fund's investment objectives and policies.
All of the investment personnel of ALIAC, including those listed in the
Prospectus under Portfolio Management, assumed positions with Aeltus as of
August 1, 1996 identical to those they held with ALIAC and continue to provide
investment services to the Funds through Aeltus.
The following replaces the first paragraph of the subsection entitled
"Administrator" on page 30 of the Prospectus:
Administrator. ALIAC acts as administrator for each Fund and has responsibility
for all administrative and internal accounting and reporting services, oversight
of relationships with third party service providers such as the transfer agent
and custodian, shareholder communications and reporting for each Fund. As
administrator, ALIAC will oversee the calculation of net asset values and other
financial reports prepared by the subadviser for the Funds.
The following replaces the subsection entitled "Capital Stock" on pages
35 and 36 of the Prospectus:
Capital Stock The Articles currently authorize the issuance of 4.8 billion
shares of capital stock of the Company. All shares are nonassessable,
transferable and redeemable. There are no preemptive rights.
As of May 31, 1996, the following shares of the Company were owned by ALIAC and
its affiliates:
ALIAC
Adviser Select
------- ------
Aetna Ascent 0 1,995,349
Aetna Crossroads 0 1,966,396
Aetna Legacy 0 1,937,406
Money Market Fund 0 40,087,391
Government Fund 0 1,125,002
Bond Fund 0 451,385
The Aetna Fund 0 27,675
Growth and Income Fund 0 81,438
Growth Fund 0 254,597
Small Company Growth Fund 0 2,365,999
International Growth Fund 1,762,533 36,268
Asian Growth Fund 0 562,505
Form XSERGENF.1 Page 2 August 1996
<PAGE>
Aetna Life Insurance Company
Adviser Select
------- ------
Money Market Fund 0 3,538,193
Asian Growth Fund 0 2,066,778
ALIAC and its affiliates may make additional investments into the Funds.
Form XSERGENF.1 Page 3 August 1996
<PAGE>
AETNA SERIES FUND, INC.
Aetna Generation Funds
Supplement dated August 12, 1996
to Statement of Additional Information dated March 1, 1996
The information in this supplement updates and amends the information contained
in the Statement of Additional Information dated March 1, 1996 (the "Statement")
and should be read with that Statement. Capitalized terms are defined in the
Statement or in the Prospectus.
The following replaces the chart on pages 14 and 15 of the Statement:
- --------------------------------------------------------------------------------
Principal Occupation During Past Five
Position(s) Years (and Positions held with Affiliated
Name, Address and Age Held Persons or Principal Underwriters of the
with Registrant)
Registrant
- --------------------------------------------------------------------------------
Shaun P. Mathews * Director and Vice President/Senior Vice President,
151 Farmington Avenue President ALIAC, March 1991 to present and Vice
Hartford, Connecticut President, Aetna Life Insurance Company,
Age 40 1991 to present. Director and
President, Aetna Investment Services,
Inc.; and Director and Vice President,
Aetna Insurance Company of America.
- --------------------------------------------------------------------------------
Wayne F. Baltzer Vice Assistant Vice President, ALIAC, May
151 Farmington Avenue President 1991 to present; Vice President, Aetna
Hartford, Connecticut Investment Services, Inc.
Age 52
- --------------------------------------------------------------------------------
Martin T. Conroy Vice Assistant Treasurer, ALIAC, October 1991
151 Farmington Avenue President to present; Executive Vice President and
Hartford, Connecticut Director of Fund Accounting, The Boston
Age 56 Company, Inc., June 1988 to October 1991.
- --------------------------------------------------------------------------------
J. Scott Fox Vice Director, Chief Operating Officer, Chief
151 Farmington Avenue President Financial Officer and Treasurer, Aeltus
Hartford, Connecticut and Treasurer Investment Management, Inc. (Aeltus),
Age 41 April 1994 to present; Managing Director
and Treasurer, Equitable Capital
Management Corp., March 1987 to
September 1993. Director and Chief
Financial Officer, Aeltus Capital, Inc.
and Aeltus Trust Company Inc.; Director,
President and Chief Executive Officer,
Aetna Investment Management, (Bermuda)
Holding, Ltd.
- --------------------------------------------------------------------------------
Susan E. Bryant Secretary Counsel, Aetna Life and Casualty
151 Farmington Avenue Company, March 1993 to present; General
Hartford, Connecticut Counsel and Corporate Secretary, First
Age 48 Investors Corporation, April 1991 to
March 1993. Secretary, Aetna Investment
Services, Inc. and Vice President and
Senior Counsel, Aetna Financial
Services, Inc.
- --------------------------------------------------------------------------------
Morton Ehrlich Director Chairman and Chief Executive Officer,
1000 Venetian Way Integrated Management Corp. (an
Miami, Florida entrepreneurial company) and Universal
Age 61 Research Technologies, 1992 to present;
Director and Chairman, Audit Committee,
National Bureau of Economic Research,
1985 to 1992; President, LIFECO, Travel
Services Corp., October 1988 to December
1991.
- --------------------------------------------------------------------------------
Form XSERGENF.1(S) Page 1 August 1996
<PAGE>
- --------------------------------------------------------------------------------
Maria T. Fighetti Director Manager/Attorney, Health Services, New
325 Piermont Road York City Department of Mental Health,
Closter, New Jersey Mental Retardation and Alcohol Services,
Age 52 1973 to present.
- --------------------------------------------------------------------------------
David L. Grove Director Private Investor; Economic/Financial
5 The Knoll Consultant, December 1985 to present.
Armonk, New York
Age 78
- --------------------------------------------------------------------------------
Timothy A. Holt* Director Director, Senior Vice President and
151 Farmington Avenue Chief Financial Officer, ALIAC, February
Hartford, Connecticut 1996 to present; Vice President,
Age 43 Portfolio Management/Investment Group,
Aetna Life and Casualty Company, June
1991 to February 1996. Director, Aetna
Retirement Holdings, Inc.
- -------------------------------------------------------------------------------
Daniel P. Kearney* Director Director, President, and Chief Executive
151 Farmington Avenue Officer, ALIAC, December 1993 to
Hartford, Connecticut present; Group Executive/Executive Vice
Age 56 President, Aetna Life and Casualty
Company, 1991 to present. Director,
Aetna Investment Services, Inc. and,
Aetna Insurance Company of America.
- --------------------------------------------------------------------------------
Sidney Koch Director Financial Adviser, self-employed,
455 East 86th Street January 1993 to present; Senior Adviser,
New York, New York Daiwa Securities America, Inc., January
Age 61 1992 to January 1993; Executive Vice
President, Member of Executive Committee,
Daiwa Securities America, Inc., January
1986 to January 1992.
- --------------------------------------------------------------------------------
Corine T. Norgaard** Director, Professor, Accounting and Dean of the
School of Management Chair School of Management, Binghamton
Binghamton University Audit University, (Binghamton, NY), August
Binghamton, New York Committee 1993 to present; Professor, Accounting,
Age 58 and Contract University of Connecticut, (Storrs,
Committee Connecticut), September 1969 to June 1993;
Director, The Advest Group (holding
company for brokerage firm).
- --------------------------------------------------------------------------------
Richard G. Scheide Director Trust and Private Banking Consultant,
11 Lily Street David Ross Palmer Consultants, July 1991
Nantucket, to present; Executive Vice President and
Massachusetts Manager, Bank of New England, N.A., June
Age 66 1976 to July 1991.
- --------------------------------------------------------------------------------
* Interested persons as defined in the Investment Company Act of 1940 (1940
Act).
** Dr. Norgaard is a director of a holding company that has as a subsidiary a
broker-dealer that sells variable annuity contracts and variable life
policies for ALIAC. Mutual funds that are part of the same fund complex as
the Company are offered as investment options under these contracts. Dr.
Norgaard's position as a director of the holding company may cause her to be
an "interested person" for purposes of the 1940 Act.
The following replaces the section entitled "Control Persons and Principal
Holders of the Funds" on page 16 of the Statement:
As of May 31, 1996, for the Select Class shares, ALIAC owned 1,995,349 (99.45%)
shares of Aetna Ascent; 1,966,396 (99.63%) shares of Aetna Crossroads; 1,937,406
(99.78%) shares of Aetna Legacy.
As of May 31, 1996, officers and Directors owned less than 1% of the outstanding
shares of any of the Funds.
Form XSERGENF.1(S) Page 2 August 1996
<PAGE>
* The following replaces the section entitled "The Investment Advisory
Contract" on pages 16 and 17 of the Statement:
THE INVESTMENT ADVISORY AGREEMENTS
The Company, on behalf of each Fund, has entered into investment advisory
agreements (Advisory Agreements) appointing ALIAC as the Investment Adviser of
each Fund. These Advisory Agreements were adopted by the Board of Directors in
February 1996 and approved by the shareholders in July 1996. Each Advisory
Agreement is effective from August 1, 1996 through December 31, 1997. The
Advisory Agreements will remain in effect thereafter if approved at least
annually by a majority of the Directors, including a majority of the Directors
who are not "interested persons" of the Company, at a meeting, called for that
purpose, and held in person. They may be terminated without penalty at any time
by the Directors or by a majority vote of the outstanding voting securities of
that Fund. They may be terminated on 60 days written notice by ALIAC. The
Advisory Agreements terminate automatically in the event of assignment.
The Advisory Agreements replace investment advisory agreements with ALIAC that
were approved by shareholders at the time each Fund was formed. Under the
Advisory Agreements and subject to the direction of the Board of Directors of
the Company, ALIAC has responsibility for supervising all aspects of the
operations of each Fund including the selection, purchase and sale of securities
on behalf of each Fund, the calculation of net asset values and the preparation
of financial and other reports as requested by the Board. Under the Advisory
Agreements, ALIAC is given the right to delegate any or all of its obligations
to a subadviser.
The Advisory Agreements provide that ALIAC is responsible for payment of all
costs of its personnel, its overhead and of its employees who also serve as
officers or Directors of the Company and each Fund is responsible for payment of
all of its other costs; however, under the Administrative Services Agreement
described below, ALIAC has agreed to pay all direct expenses for each Fund
except for broker's commissions and other costs incurred in effecting
transactions on behalf of the Funds.
THE SUBADVISORY AGREEMENTS
ALIAC and the Company, on behalf of each Fund have entered into subadvisory
agreements (Subadvisory Agreements) with Aeltus Investment Management, Inc.
(Aeltus) effective August 1, 1996. These Subadvisory Agreements were adopted by
the Board of Directors in February 1996 and approved by the shareholders in July
1996. Each Subadvisory Agreement is effective through December 31, 1997. The
Subadvisory Agreements will remain in effect thereafter if approved at least
annually by a majority of the Directors, including a majority of the Directors
who are not "interested persons" of the Company, at a meeting, called for that
purpose, and held in person. The Subadvisory Agreements may be terminated
without penalty at any time by the Directors or by a majority of the outstanding
voting securities of the Fund or they may be terminated on sixty days' written
notice by the Adviser, the Company or the Subadviser. The Subadvisory Agreements
terminate automatically in the event of their assignment.
Under the Subadvisory Agreements, Aeltus is responsible for managing the assets
of each Fund in accordance with its investment objectives and policies, subject
to the supervision of ALIAC, the Company and the Directors, and for preparing
and providing accounting and financial information as requested by ALIAC and the
Directors. The Subadviser pays the salaries, employment benefits and other
related costs of its personnel.
Form XSERGENF.1(S) Page 3 August 1996
<PAGE>
For its services, ALIAC has agreed to pay the Subadviser a monthly fee at an
annual rate based on the average daily net assets of each Fund as follows (this
fee is not charged to the Funds but is paid by ALIAC out of its investment
advisory fees):
Aetna Ascent Fund Aetna Crossroads Fund
Fee Assets Fee Assets
- --- ------ --- ------
0.50% On first $500 million 0.50% On first $500 million
0.47% On next $500 million 0.47% On next $500 million
0.44% On next $1 billion 0.44% On next $1 billion
0.41% Over $2 billion 0.41% Over $2 billion
Aetna Legacy Fund
Fee Assets
0.50% On first $500 million
0.47% On next $500 million
0.44% On next $1 billion
0.41% Over $2 billion
ALIAC, as the Investment Adviser, retains overall responsibility for monitoring
the investment program maintained by Aeltus for compliance with applicable laws
and regulations and each Fund's investment objectives and policies.
* The following new sections are added after the section "The
Administrative Services Agreement" on page 17 of the Statement:
LICENSE AGREEMENT
The Company uses the service mark of each Fund and the name "Aetna" with the
permission of Aetna Life and Casualty Company granted under a License Agreement.
The continued use is subject to the right of Aetna Life and Casualty Company to
withdraw this permission in the event ALIAC or another subsidiary or affiliated
corporation of Aetna Life and Casualty Company should not be the investment
adviser of the Funds.
* The following replaces the first two sentences of the section entitled
Principal Underwriter" on page 17 of the Statement.
The Company has entered into an underwriting agreement (Underwriting Agreement)
appointing ALIAC as the underwriter for the distribution of shares of the Funds.
Under the terms of the agreement, ALIAC provides its services without
compensation from the Funds. The agreement is effective through December 31,
1997.
Form XSERGENF.1(S) Page 4 August 1996
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
(1) Included in Part A:
Financial Highlights
(2) Included in Part B:
Audited financial statements as of October 31, 1995, which
include the following:
Portfolios of Investments
Statements of Assets and Liabilities as of October 31, 1995
Statements of Operations for the period from January 4, 1995
to October 31, 1995
Statements of Changes in Net Assets for the period from
January 4, 1995 to October 31, 1995
Notes to Financial Statements
Independent Auditors' Report
(b) Exhibits:
(1) Articles of Incorporation, including Articles Supplementary1
(2) By-laws (as amended September 13, 1994)(1)
(3) Not applicable
(4) Instruments Defining Rights of Holders (set forth in the
Articles of Incorporation)(1)
(5)(a) Proposed Form of Investment Advisory Agreement(2)
(5)(b) Proposed Form of Subadvisory Agreement(3)
(6)(a) Underwriting Agreement between the Registrant and ALIAC1
(6)(b) Dealer Agreement for Registrant between ALIAC and Aetna
Investment Services, Inc. (February 8, 1994)(1)
(7) Not applicable
(8)(a)(1) Custodian Agreement - Mellon Bank, N.A.(1)
(8)(a)(2) Amendments to Custodian Agreement - Mellon Bank, N.A.(1)
(9)(a) Form of Administrative Services Agreement(1)
(9)(b) License Agreement(1)
(10)(a) Consent of Counsel
(10)(b) Opinion of Counsel(4)
(11) Consent of Independent Auditors
(12) Not applicable
(13) Not applicable
(14) Not applicable
(15)(a) Distribution Plan(1)
(15)(b) Form of Shareholder Services Plan(1)
(16) Schedule for Computation of Performance Data(5)
(17) See Exhibit
(27) below
(18) Not Applicable
(19) Powers of Attorney(6)
(27) Financial Data Schedules(5)
1. Incorporated herein by reference to the Registration Statement on
Form N-1A, File No. 33-85620, as filed electronically with the
Securities and Exchange Commission on June 28, 1995.
2. Incorporated herein by reference to Exhibit D of the Preliminary
Proxy Filing under Schedule 14A, as filed electronically on behalf of
Aetna Series Fund, Inc. on May 24, 1996 (File No. 811-6352).
3. Incorporated herein by reference to Exhibit A of the Preliminary
Proxy Filing under Schedule 14A, as filed electronically on behalf of
Aetna Series Fund, Inc. on May 24, 1996 (File No. 811-6352).
4. Incorporated herein by reference to the Rule 24f-2 notice filed with the
Securities and Exchange Commission on December 29, 1995.
5. Incorporated herein by reference to Post-Effective Amendment No. 2 to
Registration Statement on Form N-1A, File No. 33-85620, as filed
electronically with the Securities and Exchange Commission on
February 29, 1996.
6. The Power of Attorney for Timothy A. Holt is incorporated by reference to
Post-Effective Amendment No. 3 to Registration Statement on Form N-1A (File
No. 33-88334), as filed electronically on April 25, 1996. The Power of
Attorney for all other signatories is incorporated herein by reference to
Post-Effective Amendment No. 11 to Registration Statement on Form N-1A
(File No. 33-41694), as filed electronically on December 28, 1995.
Item 25. Persons Controlled by or Under Common Control
Registrant is a Maryland corporation for which separate financial
statements are filed. As of May 31, 1996, ownership of the
Registrant's outstanding shares of beneficial interest was as follows:
Aetna Life Insurance and Annuity Company 14.61% of Select Class
Aetna Life Insurance and Annuity Company 3.62% of Adviser Class
Aetna Life Insurance Company 1.61% of Select Class
Aetna Life Insurance and Annuity Company is a wholly-owned
subsidiary of Aetna Retirement Holdings, Inc. which is in turn a
wholly-owned subsidiary of Aetna Retirement Services, Inc. and an
indirect wholly-owned subsidiary of Aetna Life and Casualty
Company. Aetna Life Insurance Company is a wholly-owned subsidiary
of Aetna Life and Casualty Company.
A diagram of all persons directly or indirectly under common control
with the Registrant and a list indicating the principal business of
each such company referenced in the diagram are incorporated herein by
reference to Item 25 of Post-Effective Amendment No. 41 to the
Registration Statement on Form N-1A (File No. 2-53038), as filed
electronically with the Securities and Exchange Commission on June 7,
1996.
<PAGE>
Item 26. Number of Holders of Securities
<TABLE>
<CAPTION>
(1) Title of Class (2) Number of Record Holders
-------------- ------------------------
Select Class Adviser Class
<S> <C> <C>
Money Market 6,202 5,058
Government 90 76
Bond 1,066 124
Tax-Free 37 44
Aetna Fund 2,181 473
Growth and Income 1,733 984
Growth 489 991
Small Company Growth 375 754
International Growth 978 397
Asian Growth 141 213
Ascent 4 -
Crossroads 4 -
Legacy 4 -
</TABLE>
Item 27. Indemnification
Article 9, Section (d) of the Registrant's Articles of Incorporation,
incorporated herein by reference to Exhibit 24(b)(1) to Registration
Statement on Form N-1A (File No. 33-85620), as filed electronically on
June 28, 1995, provides for indemnification of directors and officers.
In addition, the Registrant's officers and directors are covered under
a directors and officers errors and omissions liability insurance
policy issued by Gulf Insurance Company which expires on October 1,
1996.
Reference is also made to Section 2-418 of the Corporations and
Associations Article of the Annotated Code of Maryland which provides
generally that (1) a corporation may (but is not required to) indemnify
its directors for judgments, fines and expenses in proceedings in which
the director is named a party solely by reason of being a director,
provided the director has not acted in bad faith, dishonestly or
unlawfully, and provided further that the director has not received any
"improper personal benefit"; and (2) that a corporation must (unless
otherwise provided in the corporation's charter or articles of
incorporation) indemnify a director who is successful on the merits in
defending a suit against him by reason of being a director for
"reasonable expenses." The statutory provisions are not exclusive;
i.e., a corporation may provide greater indemnification rights than
those provided by statute.
<PAGE>
Item 28. Business and Other Connections of Investment Adviser
The Investment Adviser, Aetna Life Insurance and Annuity Company, is an
insurance company that issues variable and fixed annuities, variable
and universal life insurance policies and acts as depositor for
separate accounts holding assets for variable contracts and policies.
The following table summarizes the business connections of the
directors and principal officers of the Investment Adviser.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
with Investment Adviser Since Oct. 31, 1993/Addresses*/**
- -------------------------------------------------------------------------------
<S> <C> <C>
Daniel P. Kearney Director, President President (since December
and Executive Officer 1993), Aetna Life Insurance and
Annuity Company; Executive Vice
President (since December
1993), and Group Executive,
Financial Division (February
1991 - December 1993), Aetna
Life and Casualty Company.
Director: Aetna Investment
Services, Inc. (since November
1994); Aetna Insurance Company
of America (since May 1994);
MBIA, Inc. (since 1992).
Christopher J. Burns Director and Senior Senior Vice President, Sales &
Vice President Service (since February 1996),
and Senior Vice President, Life
(March 1991 - February 1996),
Aetna Life Insurance and
Annuity Company. Director:
Aetna Financial Services, Inc.
(since January 1996); Aetna
Investment Services, Inc.
(since July 1992).
Laura R. Estes Director and Senior Senior Vice President,
Vice President Manage/Design Products &
Services (since February 1996),
and Senior Vice President,
Pensions (March 1991 - February
1996), Aetna Life Insurance and
Annuity Company. Director:
Aetna Financial Services, Inc.
(since January 1996); Aetna
Investment Services, Inc.
(since July 1993).
<PAGE>
- -------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
with Investment Adviser Since Oct. 31, 1993/Addresses*/**
- -------------------------------------------------------------------------------
Timothy A. Holt Director, Senior Vice Senior Vice President, Strategy
President and Chief & Finance and Chief Financial
Financial Officer Officer (since February 1996),
Aetna Life Insurance and Annuity
Company; Vice President, Portfolio
Management/Investment Group
(August 1991 - February 1996),
Aetna Life and Casualty Company.
Gail P. Johnson Director and Vice Vice President, Service and
President Retain Customers (since
February 1996); Vice President,
Defined Benefit Services
(September 1994 - February 1996);
Vice President, Plan Services,
Pensions and Financial Services
(December 1992 - September 1994);
-- Aetna Life Insurance and
Annuity Company.
John Y. Kim Director and Senior President (since December 1995)
Vice President Aeltus Investment Management,
Inc.; Chief Investment Officer
(since May 1994), Aetna Life and
Casualty Company; Managing
Director (September 1993 - April
1994), Mitchell Hutchins
Institutional Investors (New York,
New York).
Shaun P. Mathews Director and Vice Vice President, Products Group
President (since February 1996); Senior
Vice President, Strategic
Markets and Products (February
1993 - February 1996) -- Aetna
Life Insurance and Annuity
Company. Director: Aetna
Investment Services, Inc.
(since July 1993); Aetna
Insurance Company of America
(since February 1993).
<PAGE>
- -------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
with Investment Adviser Since Oct. 31, 1993/Addresses*/**
- -------------------------------------------------------------------------------
Glen Salow Director and Vice Vice President, Information
President Technology (since February
1996), Vice President, Information
Technology, Investments and
Financial Services (February 1995
- February 1996), Vice President,
Investment Systems (1992 - 1995),
AIT - Aetna Life Insurance and
Annuity Company.
Creed R. Terry Director and Vice Vice President, Select and
President Manage Markets, Market
Strategist (August 1995 - February
1996); Aetna Life Insurance and
Annuity Company; President (1991 -
1995), Chemical Technology
Corporation (a subsidiary of
Chemical Bank).
Zoe Baird Senior Vice President Senior Vice President and
and General Counsel General Counsel (since April
1992), Aetna Life and Casualty
Company; Director: Zurn
Industries, Inc. (since April
1993); Southern New England
Telecommunication Corp. and
Southern New England Telephone
Company (since November 1990).
Susan E. Schechter Counsel and Corporate Counsel (since November 1993),
Secretary Aetna Life and Casualty
Company; Associate Attorney
(September 1986 - October 1993),
Steptoe & Johnson.
<PAGE>
- -------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
with Investment Adviser Since Oct. 31, 1993/Addresses*/**
- -------------------------------------------------------------------------------
Eugene M. Trovato Vice President and Vice President and Treasurer,
Treasurer, Corporate Corporate Controller (since
Controller February 1996), Vice President
and Controller (February 1995 -
February 1996), Aetna Life
Insurance and Annuity Company;
Vice President, Financial
Reporting (December 1991 -
February 1995), Aetna Life and
Casualty Company.
Diane B. Horn Vice President and Vice President and Chief
Chief Compliance Compliance Officer (since
Officer February 1996), and Senior
Compliance Officer (August 1993 -
February 1996), Aetna Life
Insurance and Annuity Company.
</TABLE>
* The principal business address of each person named is 151 Farmington
Avenue, Hartford, Connecticut 06156.
** Certain officers and directors of the investment adviser currently hold
(or have held during the past two years) other positions with affiliates
of the Registrant which are not deemed to be principal positions.
Item 29. Principal Underwriters
(a) In addition to serving as the principal underwriter and investment
adviser for the Registrant, Aetna Life Insurance and Annuity
Company (ALIAC) also acts as the principal underwriter and
investment adviser for Aetna Variable Fund, Aetna Variable Encore
Fund, Aetna Income Shares, Aetna Investment Advisers Fund, Inc.,
Aetna Generation Portfolios, Inc. and Aetna GET Fund. Additionally,
ALIAC is the principal underwriter and depositor for Variable Life
Account B and Variable Annuity Accounts B, C and G (separate
accounts of ALIAC registered as unit investment trusts). ALIAC is
also the principal underwriter for Variable Annuity Account I (a
separate account of Aetna Insurance Company of America registered
as a unit investment trust).
<PAGE>
(b) The following are the directors and principal officers of the
Underwriter:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Principal Underwriter with Registrant
- ----------------- -------------------------- ---------------
<S> <C> <C>
Daniel P. Kearney Director and President Director
Timothy A. Holt Director, Senior Vice Director
President and Chief Financial
Officer
Christopher J. Burns Director and Senior Vice
President
Laura R. Estes Director and Senior Vice
President
Gail P. Johnson Director and Vice President
John Y. Kim Director and Senior Vice
President
Shaun P. Mathews Director and Vice President Director and President
Glen Salow Director and Vice President
Creed R. Terry Director and Vice President
Zoe Baird Senior Vice President and
General Counsel
Susan E. Schechter Corporate Secretary and Counsel
Eugene M. Trovato Vice President and Treasurer,
Corporate Controller
Diane B. Horn Vice President and Chief
Compliance Officer
</TABLE>
*The principal business address of all directors and officers listed is 151
Farmington Avenue, Hartford, Connecticut 06156.
(c) Not applicable.
<PAGE>
Item 30. Location of Accounts and Records
As required by Section 31(a) of the 1940 Act and the Rules promulgated
thereunder, the Registrant and its investment adviser, ALIAC, maintain
physical possession of each account, book or other documents, except
shareholder records, at its principal offices at 151 Farmington Avenue,
Hartford, Connecticut 06156.
Shareholder records are maintained by the transfer agent, Firstar Trust
Company, 615 East Michigan Street, Milwaukee, Wisconsin 53261
Item 31. Management Services
Not applicable.
Item 32. Undertakings
The Registrant undertakes that if requested by the holders of at
least 10% of a Fund's outstanding shares, the Registrant will hold a
shareholder meeting for the purpose of voting on the removal of one
or more Directors and will assist with communication concerning that
shareholder meeting as if Section 16(c) of the Investment Company Act
of 1940 applied.
The Registrant undertakes to furnish to each person to whom a
prospectus is delivered a copy of the Fund's latest annual report to
shareholders, upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the Securities Act of 1933 and the Investment Company Act of 1940,
Aetna Series Fund, Inc. has duly caused this Post-Effective Amendment No. 3 to
the Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Hartford and State of Connecticut on the
11th day of June, 1996.
AETNA SERIES FUND, INC.
Registrant
By: Shaun P. Mathews*
-----------------
Shaun P. Mathews
President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons on June 11, 1996 in the capacities indicated.
Signature Title
Signature Title
Shaun P. Mathews* President and Director
- -----------------------------
(Principal Executive Officer)
Morton Ehrlich* Director
- -----------------------------
Maria T. Fighetti* Director
- -----------------------------
David L. Grove* Director
- -----------------------------
Timothy A. Holt* Director
- -----------------------------
Daniel P. Kearney* Director
- -----------------------------
Sidney Koch* Director
- -----------------------------
Corine T. Norgaard* Director
- -----------------------------
<PAGE>
Richard G. Scheide* Director
- -----------------------------
James C. Hamilton* Vice President and Treasurer
- -----------------------------
(Principal Financial and Accounting
Officer)
By: /s/Susan E. Bryant
------------------
*Susan E. Bryant
Attorney-in-Fact
<PAGE>
Aetna Series Fund, Inc.
EXHIBIT INDEX
Exhibit No. Exhibit Page
- ----------- ------- ----
99-b(1) Articles of Incorporation, including *
Articles Supplementary
99-b(2) By-laws (as amended September 13, 1994) *
99-b(4) Instruments Defining Rights of Holders *
(set forth in the Articles of
Incorporation)
99-b(5)(a) Proposed Form of Investment Advisory *
Agreement
99-b(5)(c) Proposed Form of Subadvisory Agreement *
99-b(6)(a) Underwriting Agreement between the *
Registrant and ALIAC
99-b(6)(b) Dealer Agreement for Registrant between *
ALIAC and Aetna Investment Services,
Inc. (February 8, 1994)
99-b(8)(a)(1) Custodian Agreement - Mellon Bank, N.A. *
99-b(8)(a)(2) Amendments to Custodian Agreement - *
Mellon Bank, N.A.
99-b(9)(a) Form of Administrative Services *
Agreement
99-b(9)(b) License Agreement *
99-b(10)(a) Consent of Counsel
-------
99-b(10)(b) Opinion of Counsel *
99-b(11) Consent of Independent Auditors
-------
99-b(15)(a) Distribution Plan *
99-b(15)(b) Form of Shareholder Services Plan *
99-b(16) Schedule for Computation of Performance *
Data
<PAGE>
99-b(19) Powers of Attorney *
27 Financial Data Schedules *
* Incorporated by reference.
AETNA 151 Farmington Avenue Susan E. Bryant
LOGO Hartford, CT 06156 Counsel
Law and Regulatory Affairs, RE4C
June 11, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Aetna Series Fund, Inc. - File No. 33-85620
Gentlemen:
As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I hereby
consent to the use of my opinion dated December 29, 1995 (incorporated herein by
reference to the 24f-2 Notice for the fiscal year ended October 31, 1995 filed
on behalf on behalf of Aetna Series Fund, Inc.) as an exhibit to this
Post-Effective Amendment No. 3 to the Registration Statement on Form N-1A (File
No. 33-85620).
Very truly yours,
/s/ Susan E. Bryant
Susan E. Bryant
Counsel
Consent of Independent Auditors
The Board of Directors
Aetna Series Fund, Inc.:
We consent to the use of our report incorporated herein be reference.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
June 11, 1996
