As filed with the Securities and Exchange File No. 33-85620
Commission on July 10, 1997 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. 6
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 32
AETNA SERIES FUND, INC.
-----------------------
151 Farmington Avenue RE4A, Hartford, Connecticut 06156
-------------------------------------------------------
(860) 273-1409
Amy R. Doberman, Counsel
Aetna Life Insurance and Annuity Company
151 Farmington Avenue RE4A, Hartford, Connecticut 06156
-------------------------------------------------------
(Name and Address of Agent for Service)
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:
------- immediately upon filing pursuant to paragraph (b) of Rule 485
------- on _______________________ pursuant to paragraph (b) of Rule 485
------- 60 days after filing pursuant to paragraph (a)(1) of Rule 485
------- on _______________________ pursuant to paragraph (a)(1) of Rule 485
------- 75 days after filing pursuant to paragraph (a)(2) of Rule 485
------- on _______________________ pursuant to paragraph (a)(2) of Rule 485
X On August 1, 1997 pursuant to paragraph (a)(3) of Rule 485
------- (A request for acceleration is attached)
Aetna Series Fund, Inc. has registered an indefinite number of its securities
under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. The Registrant filed its Rule 24f-2 Notice for its fiscal
year ended December 31, 1996 on February 28, 1997.
<PAGE>
Aetna Series Fund, Inc.
Cross-Reference Sheet
<TABLE>
<CAPTION>
CAPTION IN PROSPECTUS DATED MARCH 3, 1997
FORM N-1A AND AS AMENDED BY SUPPLEMENT
ITEM NO. DATED AUGUST 1, 1997
PART A
<S> <C> <C>
1. Cover Page................................................ Cover Page
2. Synopsis.................................................. Fee Tables, and as amended; Highlights
3. Condensed Financial Information........................... Financial Highlights
4. General Description of Registrant......................... Description of the Fund; How Investment
Objectives are Pursued; Investment
Techniques; Risk Factors and Other
Considerations; Investment Restrictions;
General Information, and as amended
5. Management of the Fund.................................... Management, and as amended; Portfolio
Management
5A. Management Discussion of Fund Performance................. Not Applicable
6. Capital Stock and Other Securities........................ General Information, and as amended;
Shareholder Services; Distributions; Taxes
7. Purchase of Securities Being Offered...................... Shareholder Services; Management, and as
amended; Net Asset Value; Fees and Charges
(Adviser Class Prospectus only), and as
amended; Other Features; Cross Investing
8. Redemption or Repurchase.................................. Shareholder Services; Fees and Charges
(Adviser Class Prospectus only), and as
amended
9. Legal Proceedings......................................... None - Not applicable
<PAGE>
<CAPTION>
CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
FORM N-1A DATED MARCH 3, 1997 AND AS AMENDED BY SUPPLEMENT
ITEM NO. DATED AUGUST 1, 1997
PART B
<S> <C> <C>
10. Cover Page.............................................. Cover Page
11. Table of Contents....................................... Table of Contents
12. General Information and History......................... General Information and History
13. Investment Objectives and Policies...................... Additional Investment Restrictions and Policies;
Investment Techniques
14. Management of the Fund.................................. Directors and Officers, and as amended
15. Control Persons and Principal Holders of Securities..... Control Persons and Principal Shareholders, and as
amended
16. Investment Advisory and Other Services.................. The Investment Advisory Agreements; The Subadvisory
Agreements; The Administrative Services Agreements;
Distribution Arrangements, and as amended;
Custodian; Independent Auditors; The License
Agreement
17. Brokerage Allocation and Other Practices................ Brokerage Allocation and Trading Policies
18. Capital Stock and Other Securities...................... Description of Shares
19. Purchase, Redemption and Pricing of Securities Being Sale and Redemption of Shares; Net Asset Value;
Offered................................................. Distribution Arrangements, and as amended
20. Tax Status.............................................. Tax Status
21. Underwriters............................................ Principal Underwriter, and as amended; Distribution
Arrangements, and as amended
22. Calculation of Performance Data......................... Performance Information
23. Financial Statements.................................... Financial Statements
</TABLE>
PART C (OTHER INFORMATION)
Information required to be included in Part C is set forth under the appropriate
item, so numbered in Part C of this Registration Statement.
<PAGE>
PARTS A and B
The Prospectus and the Statement of Additional Information are incorporated into
Parts A and B of this Post-Effective Amendment No. 6, respectively, by reference
to Post-Effective Amendment No. 5 to the Registration Statement on Form N-1A
(File No. 33-85620), as filed electronically on February 24, 1997.
<PAGE>
Aetna Series Fund, Inc.
Supplement dated August 1, 1997 to Prospectus dated
March 3, 1997
This Supplement should be read and retained with the Prospectus for Aetna
Generation Series dated March 3, 1997.
As of July 10, 1997, the following replaces the table entitled "Select Class
Annual Operating Expenses" located on page 6 of the prospectus for Aetna
Generation Series--Adviser Class and page 5 of the prospectus for Aetna
Generation Series--Select Class.
SELECT CLASS
ANNUAL OPERATING EXPENSES
(as a percentage of average daily net assets)
<TABLE>
<CAPTION>
Management/ Total Operating
Advisory Fee Administrative Other Expenses
(after fee waiver) Fee Expenses (after fee waiver)1
-------------------- ---------------- ---------- --------------------
<S> <C> <C> <C> <C>
Ascent 0.47% 0.25% 0.68% 1.40%
Crossroads 0.46% 0.25% 0.69% 1.40%
Legacy 0.47% 0.25% 0.68% 1.40%
</TABLE>
1 From time to time, Aetna may agree to waive all or a portion of its
Management/Advisory Fee and/or its Administrative Fee for a particular
Series and to reimburse some or all of a particular Series' Other Expenses
or waive some or all of the expenses specific to a particular Class. Such
fee waiver/expense reimbursement arrangements will increase total return and
may be modified or terminated at any time.
The expenses shown above are based on the year ended October 31, 1996 and
reflect the most current fee waiver arrangements. Fee waiver arrangements are
in effect for each Series and limit the Total Operating Expenses to the amounts
shown above. Without these arrangements, Management/Advisory Fees for each
Series would be 0.80% and Total Operating Expenses would be 1.73%, 1.74% and
1.73%, respectively, for Ascent, Crossroads and Legacy.
1
Form No. X.GENFUNDS-97A
<PAGE>
As of July 10, 1997, the following replaces the table entitled "Adviser Class
Estimated Annual Operating Expenses" located on page 5 of the prospectus for
Aetna Generation Series-Adviser Class and page 6 of the prospectus for Aetna
Generation Series--Select Class.
ADVISER CLASS
ESTIMATED ANNUAL OPERATING EXPENSES
(as a percentage of average daily net assets)
<TABLE>
<CAPTION>
Total
Management/ Operating
Advisory Fee 12b-1 Fee Expenses
(after fee Administrative (after fee Other (after fee
waiver) Fee waiver) Expenses waiver)1
-------------- ---------------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C>
Ascent 0.47% 0.25% 0.25% 0.93% 1.90%
Crossroads 0.46% 0.25% 0.25% 0.94% 1.90%
Legacy 0.47% 0.25% 0.25% 0.93% 1.90%
</TABLE>
1 Adviser Class shares became available on January 20, 1997. The only expenses
specific to the Adviser Class shares are Shareholder Servicing and 12b-1
fees equal to 0.25% and 0.50%, respectively, of the average daily net assets
of the Adviser Class. All other expenses are incurred by each series of the
Fund and allocated daily to Select Class and Adviser Class of each series
based on the net assets of each class.
From time to time, Aetna may agree to waive all or a portion of its
Management/Advisory Fee and/or its Administrative Fee for a particular Series,
to reimburse some or all of a particular Series' Other Expenses or waive some
or all of the expenses specific to a particular Class. Such fee waiver/expense
reimbursement arrangements will increase total return and may be modified or
terminated at any time.
Expenses shown above are estimates based on actual expenses incurred by the
Select Class of each Series for the year ended October 31, 1996 (increased by
expenses specific to Adviser Class) and reflect the most current fee waiver
arrangements. Fee waiver arrangements are in effect for each Series and limit
the Total Operating Expenses to the amounts shown above. Without these
arrangements Management/Advisory Fees, 12b-1 Fees and Total
2
<PAGE>
Operating Expenses would be 0.80%, 0.50% and 2.48% for Ascent; 0.80%, 0.50% and
2.49% for Crossroads; and 0.80%, 0.50% and 2.48% for Legacy.
As of July 10, 1997, the following replaces the "Adviser Class Example" located
on page 6 of the prospectus for Aetna Generation Series--Adviser Class and page
6 of the prospectus for Aetna Generation Series--Select Class.
Adviser Class Example
Using the percentage specified in the table of Adviser Class Estimated Annual
Operating Expenses, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return and redemption at the end of each of
the periods shown:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-------- --------- --------- ---------
<S> <C> <C> <C> <C>
Ascent
Redemption at the end of $29 $65 $103 $222
each time period
No Redemption 19 60 103 222
Crossroads
Redemption at the end of 29 65 103 222
each time period
No Redemption 19 60 103 222
Legacy
Redemption at the end of 29 65 103 222
each time period
No Redemption 19 60 103 222
</TABLE>
This example should not be considered an indication of prior or future
expenses. Actual expenses may be greater or less than those shown. This example
reflects, among other things, the application of the maximum Deferred Sales
Charge imposed on Adviser Class shares.
3
<PAGE>
As of July 10, 1997, the following replaces the "Select Class Example" located
on page 7 of the prospectus for Aetna Generation Series--Adviser Class and page
5 of the prospectus for Aetna Generation Series--Select Class.
Select Class Example
Using the percentages specified in the table of Select Class Annual Operating
Expenses, you would pay the following expenses on a $1,000 investment, assuming
a 5% annual return and redemption at the end of each of the periods shown:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-------- --------- --------- ---------
<S> <C> <C> <C> <C>
Ascent $14 $44 $77 $168
Crossroads 14 44 77 168
Legacy 14 44 77 168
</TABLE>
This example should not be considered an indication of prior or future
expenses. Actual expenses for the current year may be greater or less than
those shown.
4
<PAGE>
Adviser Class Prospectus
[bullet] The section entitled "Shareholder Services Fee" in the Adviser Class
Prospectus is deleted and replaced with the following:
Shareholder Services Fee Under a Shareholder Services Plan approved by
the Board of Directors, Aetna Investment Services, Inc. (AISI), the
Fund's principal underwriter, is paid a service fee at an annual rate
of 0.25% of the daily net assets of the Adviser Class shares of each
Series. This fee is used as compensation for expenses incurred in
servicing shareholder accounts.
[bullet] The section entitled "12b-1 Distribution Fee" in the Adviser Class
Prospectus is deleted and replaced with the following:
12b-1 Distribution Fee The Directors and the Adviser Class shareholders
approved a Distribution Plan in accordance with Rule 12b-1 under the
1940 Act. Under this plan, AISI is paid a 12b-1 distribution fee at an
annual rate of 0.50% of the average daily net assets of the Adviser
Class shares of each Series.
The 12b-1 distribution fee may be used to cover expenses incurred in
promoting the sale of Adviser Class shares of each Series, including
(i) costs of printing and distributing the applicable prospectus,
Statement and sales literature to prospective investors; (ii) payments
to registered representatives and other persons who provide support
services in connection with the distribution of shares; (iii) overhead
and other distribution related expenses; and (iv) accruals for interest
on the
5
<PAGE>
amount of the foregoing expenses that exceed 12b-1 distribution fees
and the Contingent Deferred Sales Charge received by AISI.
[bullet] In the section entitled "Contingent Deferred Sales Charge" the second
sentence should read:
However, AISI will impose a contingent deferred sales charge (CDSC) on
certain Fund share redemptions.
Adviser Class Prospectus and Select Class Prospectus
[bullet] The section entitled "Principal Underwriter" in the Select Class
Prospectus and the Adviser Class Prospectus is deleted and replaced
with the following:
Principal Underwriter Effective August 1, 1997, the Fund's principal
underwriter was changed from Aetna to AISI. AISI is a Connecticut
corporation, and is a wholly-owned subsidiary of Aetna Retirement
Holdings, Inc. and an indirect wholly-owned subsidiary of Aetna Inc.
AISI contracts with various broker-dealers, including one or more of
its affiliates, for distribution of shares.
[bullet] In the section entitled "Capital Stock" the fourth sentence is deleted
and replaced with the following:
As of June 30, 1997, Aetna and its affiliates owned 18.55% of all
outstanding shares of the Fund.
6
<PAGE>
Aetna Series Fund, Inc.
Supplement dated August 1, 1997 to Statement of Additional Information
dated March 3, 1997 (as amended on May 30, 1997)
The Statement of Additional Information dated March 3, 1997 is amended as
follows:
[bullet] In the section entitled "Directors and Officers" the name Susan Bryant
and all information regarding Susan Bryant is deleted and replaced
with the following:
<TABLE>
<CAPTION>
Principal Occupation During Past Five Years
Position(s) Held with (and Positions held with Affiliated Persons or
Name, Address and Age Registrant Principal Underwriters of the Registrant)
<S> <C> <C>
Amy R. Doberman Secretary Counsel, Aetna Life Insurance and Annuity Company,
151 Farmington Avenue December 1996 to present; Assistant Chief Counsel,
Hartford, Connecticut Division of Investment Management, Securities and
Age 35 Exchange Commission, January 1995 to November
1996; Senior Special Counsel, Securities and
Exchange Commission, September 1994 to January
1995; Special Counsel, Securities and Exchange
Commission, September 1993 to September 1994;
Staff Attorney, Securities and Exchange Commission,
June 1992 to September 1993.
</TABLE>
[bullet] The section entitled "Control Persons and Principal Shareholders" is
deleted and replaced with the following:
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS
As of June 30, 1997, Aetna Life Insurance and Annuity Company (Aetna) and Aetna
Life Insurance Company (ALIC) had a controlling interest in the following
series of the Registrant:
Aetna ALIC
----- ----
Select Class
------------
Bond 33.31%
Government 83.05%
Index Plus 88.11%
International Growth 38.66%
Money Market 27.26%
Small Company 31.44% 45.49%
Ascent 65.45% 25.51%
Crossroads 68.53% 26.12%
Legacy 54.86% 41.36%
Adviser Class
-------------
International Growth 83.14%
As of June 30, 1997, officers and Directors owned less than 1% of the
outstanding shares of any of the Series.
Form No. X.SAISER-97-1
<PAGE>
[bullet] The section entitled "Principal Underwriter" is deleted and replaced
with the following:
PRINCIPAL UNDERWRITER
Shares of each Series are offered on a continuous basis. Effective August 1,
1997, the Fund's Board of Directors approved a change in the Fund's principal
underwriter from Aetna to Aetna Investment Services, Inc. (AISI). AISI is a
Connecticut corporation, and is a wholly-owned subsidiary of Aetna Retirement
Holdings, Inc. and an indirect wholly-owned subsidiary of Aetna Inc. AISI has
agreed to use its best efforts to distribute the shares as the principal
underwriter of the Series pursuant to an Underwriting Agreement between it and
the Fund. AISI is registered as a broker-dealer with the Commission and is a
member of the National Association of Securities Dealers, Inc. The Underwriting
Agreement may be continued from year to year if approved annually by the
Directors or by a vote of holders of a majority of each Series' shares, and by a
vote of a majority of the Directors who are not "interested persons," as that
term is defined in the 1940 Act, of Aetna, and who are not interested persons of
the Fund (Independent Directors), appearing in person at a meeting called for
the purpose of approving such agreement. The Underwriting Agreement terminates
automatically upon assignment, and may be terminated at any time upon sixty (60)
days' written notice by the Directors or AISI or by a vote of the holders of a
majority of a Series' shares without the payment of any penalty.
[bullet] In the section entitled "Distribution Arrangements" the following
changes are made:
All references to Aetna in the first paragraph are changed to AISI.
The phrase "(principal underwriter for the Fund prior to August 1,
1997)" is added following the word Aetna in the second paragraph.
All references to Aetna in the last paragraph are changed to AISI.
Form No. X.SAISER-97-1
<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 by incorporation by reference to the
Fund's Annual Report dated October 31, 1996, as filed
electronically with the Securities and Exchange Commission
on January 7, 1997 (File No. 811-6352):
Audited Financial Statements as of October 31, 1996, which
include the following:
Portfolios of Investments
Statements of Assets and Liabilities as of October 31, 1996
Statements of Operations for the year ended October 31, 1996
Statements of Changes in Net Assets for the years ended
October 31, 1996 and 1995
Notes to Financial Statements
Independent Auditors' Reports
(b) Exhibits:
(1)(a) Articles of Incorporation (June 17, 1991), including
Articles Supplementary (September 21, 1993, October
22, 1993, September 16, 1994)(1)
(1)(b) Articles of Amendment/Supplementary (September 16,
1996, October 10, 1996, October 10, 1996)(2)
(2) By-laws (as amended September 13, 1994)(1)
(3) Not applicable
(4) Instruments Defining Rights of Holders (set forth in
the Articles of Incorporation)(1)
(5)(a) Form of (executed) Investment Advisory Agreement(3)
(5)(b) Form of (executed) Subadvisory Agreement(3)
(6)(a) Underwriting Agreement between the Company and Aetna
Investment Services, Inc.(4)
(6)(b) Dealer Agreement between Aetna Life Insurance and
Annuity Company and Aetna Investment Services, Inc.
(February 8, 1994)(1)
(7) Not applicable
(8)(a)(1) Custodian Agreement - Mellon Bank, N.A.(1)
(8)(a)(2) Amendments to Custodian Agreement - Mellon Bank,
N.A.(1)
(8)(a)(3) Amendment to Custodian Agreement - Mellon Bank, N.A.
(October 11, 1996)(2)
<PAGE>
(8)(a)(4) Custodian Agreement - Brown Brother Harriman & Company
(International Growth Portfolio)(5)
(9)(a) Form of Administrative Services Agreement(1)
(9)(b) License Agreement(1)
(10) Opinion and Consent of Counsel
(11) Consent of Independent Auditors
(12) Not applicable
(13) Not applicable
(14) Not applicable
(15)(a) Distribution Plan(4)
(15)(b) Shareholder Services Plan(4)
(16) Schedule for Computation of Performance Data(6)
(17) See Exhibit No. 27 below
(18) Multi-Class Plan(7)
(19) Power of Attorney(8)
(27) Financial Data Schedule
1. Incorporated by reference to Post-Effective Amendment No. 5 to 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 by reference to Post-Effective Amendment No. 17 to
Registration Statement on Form N-1A (File No. 33-41694), as filed
electronically on December 17, 1996.
3. Incorporated by reference to Post-Effective Amendment No. 4 to Registration
Statement on Form N-1A (File No. 33-85620), as filed electronically with
the Securities and Exchange Commission on December 18, 1996.
4. Incorporated by reference to Post-Effective Amendment No. 22 to
Registration Statement on Form N-1A (File No. 33-41694), as filed
electronically on July 9, 1997.
5. Incorporated by reference to Post-Effective Amendment No. 14 to
Registration Statement on Form N-1A (File No. 33-41694), as filed
electronically with the Securities and Exchange Commission on September 20,
1996.
6. Incorporated 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.
7. Incorporated by reference to Post-Effective Amendment No. 20 to
Registration Statement on Form N-1A (File No. 33-41694), as filed
electronically with the Securities and Exchange Commission on February 21,
1997.
8. Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
Statement on Form N-1A (File No. 333-05173), as filed electronically on
September 9, 1996.
<PAGE>
Item 25. Persons Controlled by or Under Common Control
- ------------------------------------------------------
Registrant is a Maryland corporation for which separate financial
statements are filed. As of June 30, 1997, Aetna Life Insurance
and Annuity Company (Aetna) and Aetna Life Insurance Company
(ALIC) had a controlling interest in the following series of the
Registrant:
Select Class % Aetna % ALIC
------------ ------- ------
Aetna International Growth Fund 38.66%
Aetna Government Fund 83.05%
Aetna Ascent 65.45% 25.51%
Aetna Crossroads 68.53% 26.12%
Aetna Legacy 54.86% 41.36%
Aetna Small Company Fund 31.44% 45.49%
Aetna Bond Fund 33.31%
Aetna Index Plus Fund 88.11%
Aetna Money Market Fund 27.26%
Adviser Class
Aetna International Growth Fund 83.14%
Aetna Life Insurance and Annuity Company is an indirect wholly
owned subsidiary of Aetna Inc.
A list of all persons directly or indirectly under common control
with the Registrant is incorporated herein by reference to Item 25
of Post-Effective Amendment No. 22 to the Registration Statement
on Form N-1A (File No. 33-41694), as filed electronically with the
Securities and Exchange Commission on July 9, 1997.
Item 26. Number of Holders of Securities
- ----------------------------------------
As of June 30, 1997:
(1) Title of Class (2) Number of Record Holders
Select Class Adviser Class
Money Market 6,082 7,949
Government 89 72
Bond 964 146
Aetna Fund 2,068 875
Growth and Income 1,965 2,239
Growth 608 1,712
Small Company 436 1,284
International Growth 1,064 874
Ascent 28 94
Crossroads 7 34
Legacy 7 11
Index Plus 35 80
<PAGE>
Item 27. Indemnification
- ------------------------
Article 9, Section (d) of the Registrant's Articles of
Incorporation, incorporated herein by reference to Exhibit
24(b)(1) to Registrant's 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 in October, 1997.
Reference is also made to Section 2-418 of the Corporations and
Associations Article of the Annotated Code of Maryland which
provides generally that (1) a corporation may (but is not required
to) indemnify its directors for judgments, fines and expenses in
proceedings in which the director is named a party solely by
reason of being a director, provided the director has not acted in
bad faith, dishonestly or unlawfully, and provided further that
the director has not received any "improper personal benefit"; and
(2) that a corporation must (unless otherwise provided in the
corporation's charter or articles of incorporation) indemnify a
director who is successful on the merits in defending a suit
against him by reason of being a director for "reasonable
expenses." The statutory provisions are not exclusive; i.e., a
corporation may provide greater indemnification rights than those
provided by statute.
Item 28. Business and Other Connections of Investment Adviser
- --------------------------------------------------------------
The Investment Adviser, Aetna Life Insurance and Annuity Company
(Aetna), is an insurance company that issues variable and fixed
annuities, and variable and universal life insurance policies and
acts as principal underwriter and depositor for separate accounts
holding assets for variable contracts and policies. It also acts as
the principal underwriter and investment adviser for the Aetna
Variable Fund, Aetna Income Shares, Aetna Variable Encore Fund,
Aetna Investment Advisers Fund, Inc., Aetna GET Fund, Aetna
Generation Portfolios, Inc., and Aetna Variable Portfolios, Inc.
(all management investment companies registered under the
Investment Company Act of 1940 (1940 Act)) and acts only as
investment adviser for the Registrant. Additionally, Aetna acts as
the principal underwriter and depositor for Variable Annuity
Account B of Aetna, Variable Annuity Account C of Aetna, Variable
Annuity Account G of Aetna, and Variable Life Account B of Aetna
(separate accounts of Aetna registered as unit investment trusts
under the 1940 Act). Aetna is also the principal underwriter for
Variable Annuity Account I of Aetna Insurance Company of America
(AICA) (a separate account of AICA registered as a unit investment
trust under the 1940 Act).
<PAGE>
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, 1994/Addresses*/**
----------------------- ---------------------------------
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Daniel P. Kearney Director, President and Executive Director and President (since March 1996) --
Officer Aetna Retirement Holdings, Inc.; President
(since December 1995) -- Aetna Retirement
Services, Inc.; President (since December
1993) -- Aetna Life Insurance and Annuity
Company; Executive Vice President (since
December 1993) -- Aetna Inc. (formerly Aetna
Life and Casualty Company); Director (since
1992) -- MBIA, Inc.
Christopher J. Burns Director and Senior Vice Director, Aetna Financial Services, Inc.
President (since January 1996), and Aetna Investment
Services, Inc. (since July 1992) and
President, Chief Operations Officer (since
November 1996) -- Aetna Investment Services,
Inc.; Director (since March 1996) -- Aetna
Retirement Holdings, Inc.
J. Scott Fox Director and Senior Vice President Director and Senior Vice President (since
March 1997) -- Aetna Retirement Holdings,
Inc.; Senior Vice President (since March
1997) -- Aetna Life Insurance and Annuity
Company; Managing Director, Chief Operating
Officer, Chief Financial Officer, Treasurer
(April 1994 - March 1997) -- Aeltus
Investment Management, Inc.
<PAGE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
---- with Investment Adviser Since Oct. 31, 1994/Addresses*/**
----------------------- ---------------------------------
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Timothy A. Holt Director, Senior Vice President Senior Vice President and Chief Financial
and Chief Financial Officer Officer (since February 1996) -- Aetna Life
Insurance and Annuity Company; Vice President
(June 1991 - February 1996) -- Portfolio
Management/Investment Group, Aetna Inc.
(formerly known as Aetna Life and Casualty
Company); Director (since March 1996) -- Aetna
Retirement Holdings, Inc.; Vice President
(since September 1996) -- Aetna Retirement
Holdings, Inc.
John Y. Kim Director and Senior Vice President President (since December 1995) -- Aeltus
Investment Management, Inc.; Chief
Investment Officer (since May 1994) -- Aetna
Life Insurance and Annuity Company.
Shaun P. Mathews Director and Vice President Director (since December 1996) -- Aetna
Insurance Agency Holding Company, Inc.; Vice
President (since February 1996), Senior Vice
President (March 1991 - Present) -- Aetna
Life Insurance and Annuity Company;
Director, Aetna Investment Services, Inc.
(since July 1993), and Aetna Insurance
Company of America (since February 1993).
Glen Salow Director and Vice President Vice President (since 1992) -- Aetna Life
Insurance and Annuity Company.
<PAGE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
---- with Investment Adviser Since Oct. 31, 1994/Addresses*/**
----------------------- ---------------------------------
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Creed R. Terry Director and Vice President Vice President (since February 1996), Market
Strategist (August 1995 - February 1996) --
Aetna Life Insurance and Annuity Company;
President, (1991 - 1995) Chemical Technology
Corporation (a subsidiary of Chemical Bank).
Kirk P. Wickman Vice President, General Counsel Vice President, General Counsel and
and Secretary Corporate Secretary (since March 1997) --
Aetna Retirement Holdings, Inc.; Vice
President, General Counsel and Secretary
(since November 1996) -- Aetna Life Insurance
and Annuity Company; Vice President and
Counsel (June 1992 - November 1996) -- Aetna
Life Insurance Company.
Deborah Koltenuk Vice President and Treasurer, Vice President, Investment Planning and
Corporate Controller Financial Reporting (April 1996 to July 1996)
-- Aetna Life Insurance Company; Vice
President, Investment Planning and Financial
Reporting (October 1994 to April 1996) Aetna
Life Insurance Company, the Aetna Casualty and
Surety Company and The Standard Fire and
Insurance Company; Vice President and
Treasurer, Corporate Controller (since March
1996) -- Aetna Retirement Holdings, Inc.
Frederick D. Kelsven Vice President and Chief Director of Compliance (January 1985 to
Compliance Officer September 1996) -- Nationwide Life Insurance
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 that are not deemed to be principal
positions.
<PAGE>
For information regarding Aeltus Investment Management, Inc. ("Aeltus"), the
subadviser for each Series of the Fund, reference is hereby made to "Management"
in the Prospectus. For information as to the business, profession, vocation or
employment of a substantial nature of each of the officers and directors of
Aeltus, reference is hereby made to the current Form ADV of Aeltus filed under
the Investment Advisers Act of 1940, incorporated herein by reference and the
file number of which is 801-9046.
<PAGE>
Item 29. Principal Underwriters
- -------------------------------
(a) The principal underwriter, Aetna Investment Services, Inc., is a
Connecticut corporation, and is a wholly-owned subsidiary of Aetna
Retirement Holdings, Inc. and an indirect wholly-owned subsidiary
of Aetna Inc.
(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>
Christopher J. Burns Director, President and Chief Executive
Operating Officer
Shaun P. Mathews Director and Senior Vice President Director and President
Marsha A. Rohrs Director and Senior Vice President
Martin T. Conroy Vice President and Treasurer, Chief Financial Vice President
Officer
Frederick D. Kelsven Vice President and Chief Compliance Officer
Thomas M. Bounty Corporate Secretary and Counsel (Chief Legal
Officer)
</TABLE>
* The principal business address of all directors and officers listed is
151 Farmington Avenue, Hartford, Connecticut 06156.
(c) Not applicable.
Item 30. Location of Accounts and Records
- -----------------------------------------
As required by Section 31(a) of the 1940 Act and the Rules promulgated
thereunder, the Registrant and its investment adviser, ALIAC, maintain
physical possession of each account, book or other documents, except
shareholder records, at their principal place of business located 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
<PAGE>
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.
Insofar as indemnification for liability arising under the Securities
Act of 1933 (1933 Act) may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person
of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
<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. 6 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
10th day of July, 1997.
AETNA SERIES FUND, INC.
--------------------------------
Registrant
By: Shaun P. Mathews*
----------------------------
Shaun P. Mathews
President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons on July 10, 1997 in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Shaun P. Mathews* President and Director )
- ---------------------------------------- (Principal Executive Officer) )
Shaun P. Mathews )
)
Morton Ehrlich* Director )
- ---------------------------------------- )
Morton Ehrlich )
)
Maria T. Fighetti* Director ) July
- ---------------------------------------- ) 10, 1997
Maria T. Fighetti )
)
David L. Grove* Director )
- ---------------------------------------- )
David L. Grove )
)
Timothy A. Holt* Director )
- ---------------------------------------- )
Timothy A. Holt )
)
Daniel P. Kearney* Director )
- ---------------------------------------- )
Daniel P. Kearney )
<PAGE>
Sidney Koch* Director )
- ---------------------------------------- )
Sidney Koch )
)
Corine T. Norgaard* Director )
- ---------------------------------------- )
Corine T. Norgaard )
)
Richard G. Scheide* Director )
- ---------------------------------------- )
Richard G. Scheide )
)
J. Scott Fox* Vice President and Treasurer )
- ---------------------------------------- (Principal Financial and Accounting Officer) )
J. Scott Fox )
)
</TABLE>
By: /s/ Amy R. Doberman
--------------------------------
*Amy R. Doberman
Attorney-in-Fact
<PAGE>
Aetna Series Fund, Inc.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Page
----------- ------- ----
<S> <C> <C>
99-B.1(a) Articles of Incorporation (June 17, 1991), including Articles Supplementary *
(September 21, 1993, October 22, 1993, September 16, 1994)
99-B.1(b) Articles of Amendment/ Supplementary (September 16, 1996, October 10, 1996, *
October 10, 1996)
99-B.2 By-laws (as amended September 13, 1994) *
99-B.4 Instruments Defining Rights of Holders (set forth in the Articles of *
Incorporation)
99-B.5(a) Form of (executed) Investment Advisory Agreement *
99-B.5(b) Form of (executed) Subadvisory Agreement *
99-B.6(a) Underwriting Agreement between the Company and Aetna Investment Services, *
Inc.
99-B.6(b) Dealer Agreement between Aetna Life Insurance and Annuity Company and Aetna *
Investment Services, Inc. (February 8, 1994)
99-B.8(a)(1) Custodian Agreement - Mellon Bank, N.A. *
99-B.8(a)(2) Amendments to Custodian Agreement - Mellon Bank, N.A. *
99-B.8(a)(3) Amendment to Custodian Agreement - Mellon Bank, N.A. *
(October 11, 1996)
99-B.8(a)(4) Custodian Agreement - Brown Brother Harriman & Company (International Growth *
Portfolio)
99-B.9(a) Form of Administrative Services Agreement *
99-B.9(b) License Agreement *
99-B.10 Opinion and Consent of Counsel
----
*Incorporated by reference
<PAGE>
<CAPTION>
Exhibit No. Exhibit Page
----------- ------- ----
<S> <C> <C>
99-B.11 Consent of Independent Auditors
----
99-B.15(a) Distribution Plan *
99-B.15(b) Shareholder Services Plan *
99-B.16 Schedule for Computation of Performance Data *
99-B.18 Multi-Class Plan *
99-B.19 Power of Attorney *
27 Financial Data Schedule
----
</TABLE>
*Incorporated by reference
EXHIBIT 10
[Aetna Logo]
151 Farmington Avenue
Hartford, CT 06156
Amy R. Doberman
Counsel
Law Division, RE4A
Investments & Financial Services
(860) 273-1409
July 9, 1997 Fax: (860) 273-9407
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Aetna Series Fund, Inc.
Post-Effective Amendment No. 6 to
Registration Statement on Form N-1A
(File Nos. 33-85620 and 811-6352)
Dear Sir or Madam:
The undersigned serves as counsel to Aetna Life Insurance and Annuity Company
(ALIAC), the investment adviser to Aetna Series Fund, Inc., a Maryland
corporation (the "Company"). It is my understanding that the Company has
registered an indefinite number of shares of beneficial interest under the
Securities Act of 1933 (the "1933 Act") pursuant to Rule 24f-2 under the
Investment Company Act of 1940 (the "1940 Act").
Insofar as it relates or pertains to the Company, I have reviewed the prospectus
and the Company's Registration Statement on Form N-1A, as amended to the date
hereof, filed with the Securities and Exchange Commission under the Securities
Act and the Investment Company Act, pursuant to which the Shares will be sold
(the "Registration Statement"). I have also examined originals or copies,
certified or otherwise identified to my satisfaction, of such documents, trust
records and other instruments I have deemed necessary or appropriate for the
purpose of this opinion. For purposes of such examination, I have assumed the
genuineness of all signatures on original documents and the conformity to the
original of all copies.
I am admitted to practice law in Maryland and the District of Columbia, and do
not purport to be an expert on the laws of any other state. My opinion herein as
to Maryland law is based upon a limited inquiry thereof that I have deemed
appropriate under the circumstances.
<PAGE>
Based upon the foregoing, and assuming the securities are issued and sold in
accordance with the provisions of the Company's Articles of Incorporation and
the Registration Statement, I am of the opinion that the securities will when
sold be legally issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement
Sincerely,
/s/ Amy R. Doberman
Amy R. Doberman
Counsel
Consent of Independent Auditors
The Board of Directors
Aetna Series Fund, Inc.:
We consent to the use of our report dated December 6, 1996 incorporated herein
by reference.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
July 8, 1997
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000877233
<NAME> Aetna Series Fund, Inc.
<SERIES>
<NUMBER> 111
<NAME> Aetna Ascent
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 22,430,797
<INVESTMENTS-AT-VALUE> 25,646,088
<RECEIVABLES> 372,281
<ASSETS-OTHER> 240,487
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 26,259,188
<PAYABLE-FOR-SECURITIES> 338,935
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 168,532
<TOTAL-LIABILITIES> 507,467
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 20,044,458
<SHARES-COMMON-STOCK> 2,048,670
<SHARES-COMMON-PRIOR> 1,750,728
<ACCUMULATED-NII-CURRENT> 438,100
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2,058,735
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,210,428
<NET-ASSETS> 25,751,721
<DIVIDEND-INCOME> 698,065
<INTEREST-INCOME> 95,726
<OTHER-INCOME> 0
<EXPENSES-NET> (401,340)
<NET-INVESTMENT-INCOME> 392,451
<REALIZED-GAINS-CURRENT> 2,176,624
<APPREC-INCREASE-CURRENT> 1,796,792
<NET-CHANGE-FROM-OPS> 4,365,867
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (677,906)
<DISTRIBUTIONS-OF-GAINS> (1,734,904)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 491,477
<NUMBER-OF-SHARES-REDEEMED> (412,682)
<SHARES-REINVESTED> 219,147
<NET-CHANGE-IN-ASSETS> 5,318,779
<ACCUMULATED-NII-PRIOR> 551,450
<ACCUMULATED-GAINS-PRIOR> 1,776,711
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 185,916
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 401,340
<AVERAGE-NET-ASSETS> 23,237,737
<PER-SHARE-NAV-BEGIN> 11.67
<PER-SHARE-NII> 0.21
<PER-SHARE-GAIN-APPREC> 2.04
<PER-SHARE-DIVIDEND> (0.38)
<PER-SHARE-DISTRIBUTIONS> (0.97)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.57
<EXPENSE-RATIO> 1.73
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000877233
<NAME> Aetna Series Fund, Inc.
<SERIES>
<NUMBER> 121
<NAME> Aetna Crossroads
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 20,621,413
<INVESTMENTS-AT-VALUE> 22,923,358
<RECEIVABLES> 181,025
<ASSETS-OTHER> 190,387
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 23,294,770
<PAYABLE-FOR-SECURITIES> 209,388
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 138,353
<TOTAL-LIABILITIES> 347,741
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 18,222,481
<SHARES-COMMON-STOCK> 1,886,595
<SHARES-COMMON-PRIOR> 1,766,608
<ACCUMULATED-NII-CURRENT> 481,685
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,921,974
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,320,889
<NET-ASSETS> 22,947,029
<DIVIDEND-INCOME> 540,003
<INTEREST-INCOME> 327,472
<OTHER-INCOME> 0
<EXPENSES-NET> (384,258)
<NET-INVESTMENT-INCOME> 483,217
<REALIZED-GAINS-CURRENT> 2,017,164
<APPREC-INCREASE-CURRENT> 1,046,520
<NET-CHANGE-FROM-OPS> 3,546,901
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (778,690)
<DISTRIBUTIONS-OF-GAINS> (1,467,875)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 616,536
<NUMBER-OF-SHARES-REDEEMED> (703,606)
<SHARES-REINVESTED> 207,057
<NET-CHANGE-IN-ASSETS> 2,577,101
<ACCUMULATED-NII-PRIOR> 638,286
<ACCUMULATED-GAINS-PRIOR> 1,502,248
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 177,185
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 384,258
<AVERAGE-NET-ASSETS> 22,147,085
<PER-SHARE-NAV-BEGIN> 11.53
<PER-SHARE-NII> 0.25
<PER-SHARE-GAIN-APPREC> 1.64
<PER-SHARE-DIVIDEND> (0.44)
<PER-SHARE-DISTRIBUTIONS> (0.82)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.16
<EXPENSE-RATIO> 1.74
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000877233
<NAME> Aetna Series Fund, Inc.
<SERIES>
<NUMBER> 131
<NAME> Aetna Legacy
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 20,629,582
<INVESTMENTS-AT-VALUE> 22,141,101
<RECEIVABLES> 211,161
<ASSETS-OTHER> 111,905
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 22,464,167
<PAYABLE-FOR-SECURITIES> 73,825
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 64,536
<TOTAL-LIABILITIES> 138,361
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 18,571,312
<SHARES-COMMON-STOCK> 1,917,572
<SHARES-COMMON-PRIOR> 1,722,857
<ACCUMULATED-NII-CURRENT> 517,144
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,661,503
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,575,847
<NET-ASSETS> 22,325,806
<DIVIDEND-INCOME> 379,892
<INTEREST-INCOME> 544,345
<OTHER-INCOME> 0
<EXPENSES-NET> (367,382)
<NET-INVESTMENT-INCOME> 556,855
<REALIZED-GAINS-CURRENT> 1,742,131
<APPREC-INCREASE-CURRENT> 499,927
<NET-CHANGE-FROM-OPS> 2,798,913
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (871,124)
<DISTRIBUTIONS-OF-GAINS> (1,324,109)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 414,022
<NUMBER-OF-SHARES-REDEEMED> (425,820)
<SHARES-REINVESTED> 206,513
<NET-CHANGE-IN-ASSETS> 2,675,270
<ACCUMULATED-NII-PRIOR> 729,717
<ACCUMULATED-GAINS-PRIOR> 1,338,973
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 169,807
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 367,382
<AVERAGE-NET-ASSETS> 21,225,376
<PER-SHARE-NAV-BEGIN> 11.41
<PER-SHARE-NII> 0.29
<PER-SHARE-GAIN-APPREC> 1.20
<PER-SHARE-DIVIDEND> (0.50)
<PER-SHARE-DISTRIBUTIONS> (0.76)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.64
<EXPENSE-RATIO> 1.73
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
