As filed with the Securities and Exchange File No. 33-41694
Commission on July 30, 1998 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. 27
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 37
AETNA SERIES FUND, INC.
-----------------------
242 Trumbull Street ALT5, Hartford, Connecticut 06103-1205
----------------------------------------------------------
(860) 275-2032
Amy R. Doberman, Counsel
Aeltus Investment Management, Inc.
242 Trumbull Street ALT5, Hartford, Connecticut 06103-1205
----------------------------------------------------------
(Name and Address of Agent for Service)
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:
X on October 1, 1998 pursuant to paragraph (a)(1)
----
<PAGE>
Aetna Series Fund, Inc.
Cross-Reference Sheet
<TABLE>
<CAPTION>
CAPTION IN CLASS A AND
FORM N-1A PART A CLASS C PROSPECTUS
ITEM NO.
<S> <C> <C>
1. Cover Page ............................................... Cover Page
2. Synopsis ................................................. Highlights
Fee Tables
3. Condensed Financial Information .......................... Financial Highlights
4. General Description of Registrant ........................ Highlights
Description of the Fund
Risk Factors and Other
Considerations
Concentration
General Information
5. Management of the Fund Performance
Management
Portfolio Management
5A. Management's Discussion of Fund Performance .............. Not Applicable
6. Capital Stock and Other Securities ....................... Shareholder Services and Other
Features
Distributions
Taxes
General Information
7. Purchase of Securities Being Offered ..................... Net Asset Value
How to Open an Account
How to Purchase Shares
Fees and Charges
Shareholder Services and Other
Features
Cross Investing
8. Redemption or Repurchase ................................. Fees and Charges
How to Redeem Shares
Shareholder Services and Other
Features
9. Pending Legal Proceedings ................................ Not applicable
</TABLE>
<PAGE>
Aetna Series Fund, Inc.
Cross-Reference Sheet
<TABLE>
<CAPTION>
CAPTION IN CLASS I
FORM N-1A PART A PROSPECTUS
ITEM NO.
<S> <C> <C>
1. Cover Page ............................................... Cover Page
2. Synopsis ................................................. Highlights
Fee Tables
3. Condensed Financial Information .......................... Financial Highlights
4. General Description of Registrant ........................ Highlights
Description of the Fund
Risk Factors and Other
Considerations
Concentration
General Information
5. Management of the Fund ................................... Performance
Management
Portfolio Management
5A. Management's Discussion of Fund Performance .............. Not Applicable
6. Capital Stock and Other Securities ....................... Shareholder Services and Other
Features
Distributions
Taxes
General Information
7. Purchase of Securities Being Offered ..................... Net Asset Value
How to Open an Account
How to Purchase Shares
Shareholder Services and Other
Features
Cross Investing
8. Redemption or Repurchase ................................. How to Redeem Shares
Shareholder Services and Other
Features
9. Pending Legal Proceedings ................................ Not applicable
</TABLE>
<PAGE>
Aetna Series Fund, Inc.
Cross-Reference Sheet
<TABLE>
<CAPTION>
CAPTION IN STATEMENT OF
FORM N-1A PART B ADDITIONAL INFORMATION
ITEM NO.
<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
15. Control Persons and Principal Holders of Securities ...... Control Persons and Principal
Shareholders
16. Investment Advisory and Other Services ................... The Investment Advisory Agreements
The Administrative Services Agreement
The License Agreement
Custodian
Independent Auditors
Distribution Arrangements
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
Offered .................................................. Distribution and Shareholder Servicing
Arrangements
Letter of Intent
Right of Accumulation/Cumulative
Quantity Discount
Net Asset Value
Purchase and Redemption of Shares
20. Tax Status ............................................... Tax Status
21. Underwriters ............................................. Principal Underwriter
Distribution and Shareholder Servicing
Arrangements
22. Calculation of Performance Data .......................... Performance Information
23. Financial Statements ..................................... Financial Statements
</TABLE>
<PAGE>
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>
PART A and B
The Class A and Class C Prospectus and the Class I Prospectus are incorporated
into Part A of this Post-Effective Amendment No. 27 by reference to the Fund's
filing under Rule 497(j) under the Securities Act of 1933 ("1933 Act"), as filed
electronically on July 1, 1998 (Accession No. 0000950146-98-001139). The
Statement of Additional Information is incorporated into Part B of this
Post-Effective Amendment No. 27 by reference to the Fund's filing under Rule
497(j) under the 1933 Act, as filed electronically on July 1, 1998 (Accession
No. 0000950146-98-001139).
<PAGE>
AETNA SERIES FUND, INC.
Classes A and C
Supplement dated October 1, 1998
The information in this Supplement for Aetna Series Fund, Inc. (Fund) updates
and amends the information contained in the Class A and Class C Prospectus dated
June 30, 1998. This Supplement supercedes all supplements previously issued and
should be read with the Prospectus. Capitalized terms not defined herein are
used as defined in the Prospectus.
The following replaces the first sentence of the section entitled "Risk Factors
and Other Considerations - Illiquid and Restricted Securities" on page 25:
Each Series may invest up to 15% of its total assets in illiquid securities (10%
in the case of the Index Plus Funds and Money Market).
The following replaces the last sentence of the section entitled "Risk Factors
and Other Considerations - Derivatives" on page 25:
Each Series may invest up to 30% of its assets in lower risk derivatives for
hedging or to gain additional exposure to certain markets for investment
purposes while maintaining liquidity to meet shareholder redemptions and
minimizing trading costs. Forward exchange contracts are excluded from this 30%
limitation.
The following replaces the sections entitled "Performance - Private Account
Performance" and "Performance - Private Account Composite Performance
(Unaudited)" on pages 27 and 28:
Private Account Performance Index Plus Large Cap, Index Plus Bond, High Yield
and Value Opportunity are recently organized and do not yet have long-term
performance records. However, Index Plus Large Cap, Index Plus Bond, High Yield
and Value Opportunity have investment objectives, policies and strategies
substantially similar to those employed by Aeltus with respect to certain
Private Accounts. Thus, the performance of these Private Accounts is deemed
relevant to the investor. The performance of Index Plus Large Cap, Index Plus
Bond, High Yield and Value Opportunity may vary from the Private Account
composite performance because their investments will vary over time and will not
be identical to the past portfolio investments of the Private Accounts.
Moreover, the Private Accounts, unlike the Series, are not subject to certain
investment limitations, diversification requirements and other restrictions
imposed by the 1940 Act and the Internal Revenue Code of 1986, as amended,
which, if applicable, could have adversely affected the Private Accounts'
performance.
The Private Account Performance data, shown below, was calculated in accordance
with recommended standards of the Association for Investment Management and
Research (AIMR). AIMR is a non-profit membership and educational organization
that, among other things, has formulated a set of performance presentation
standards for investment advisers.
All Private Account Performance data was calculated on a total return basis and
includes all dividends and interest, accrued income and realized and unrealized
gains and losses. All returns reflect the deduction of investment advisory fees
and brokerage commissions paid by Aeltus' Private Accounts, but do not reflect
the deduction of custodial fees. Cash and equivalents are included in
performance returns.
Set forth below is the historical performance of each of the comparable Private
Accounts. Investors should not consider the performance of the Private Accounts
as an indication of the future performance of the Series. The performance
figures shown below reflect the deduction of the historical fees and expenses
paid by the Private
<PAGE>
Accounts, which are significantly lower than those paid by the Series. Had
Series level expenses been charged to the Private Accounts, performance would
have been lower. The results shown reflect the reinvestment of dividends and
distributions.
The following table shows average annual total returns for the periods ended
June 30, 1998 for the Series, the comparable Private Accounts and their
respective benchmark indices.
Private Account Composite Performance
INDEX PLUS LARGE CAP PRIVATE ACCOUNT COMPOSITE
<TABLE>
<CAPTION>
1 YEAR 5 YEARS
<S> <C> <C>
Index Plus Large Cap, Class A (assuming payment of
maximum front-end sales load)(1)
Index Plus Large Cap, Class A (without payment of
front-end sales load)(1)
Index Plus Large Cap Composite
S&P 500 Stock Index
</TABLE>
INDEX PLUS BOND PRIVATE ACCOUNT COMPOSITE
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C>
Index Plus Bond, Class A (assuming payment of
maximum front-end sales load)(2)
Index Plus Bond, Class A (without payment of
front-end sales load)(2)
Index Plus Bond Composite
LBAB Index
</TABLE>
HIGH YIELD PRIVATE ACCOUNT COMPOSITE
<TABLE>
<CAPTION>
1 YEAR 5 YEARS
<S> <C> <C>
High Yield, Class A (assuming payment of maximum
front-end sales load)(3)
High Yield, Class A (without payment of front-end
sales load)(3)
High Yield Account
Merrill Lynch High Yield Index
</TABLE>
VALUE OPPORTUNITY PRIVATE ACCOUNT COMPOSITE
<TABLE>
<CAPTION>
1 YEAR 5 YEARS
<S> <C> <C>
Value Opportunity, Class A (assuming payment of
maximum front-end sales load)(4)
Value Opportunity, Class A (without payment of
front-end sales load)(4)
Value Opportunity Composite
S&P 500 Stock Index
</TABLE>
1 Through June 30, 1998, the since inception (December 10, 1996) average
annual returns of Index Plus Large Cap, Class A (assuming payment of maximum
front-end sales load) and Index Plus Large Cap, Class A (without payment of
front-end sales load) were ____% and ____%, respectively. Class A shares
were formerly designated as Adviser Class, the offering of which commenced
on February 3,
<PAGE>
1997. For periods prior to the Class A inception date, Class A performance
is calculated by using the performance of Class I (formerly Select Class)
shares and deducting the Class A front-end sales load and internal fees and
expenses of the Adviser Class.
2 Through June 30, 1998, the since inception (February 4, 1998) performance
(not annualized) of Index Plus Bond, Class A (assuming payment of maximum
front-end sales load) and Index Plus Bond, Class A (without payment of
front-end sales load) was ____% and ____%, respectively.
3 Through June 30, 1998, the since inception (February 2, 1998) performance
(not annualized) of High Yield, Class A (assuming payment of maximum
front-end sales load) and High Yield, Class A (without payment of front-end
sales load) was ____% and ____%, respectively.
4 Through June 30, 1998, the since inception (February 2, 1998) performance
(not annualized) of Value Opportunity, Class A (assuming payment of maximum
front-end sales load) and Value Opportunity, Class A (without payment of
front-end sales load) was ____% and ____%, respectively.
The following replaces the section entitled "How To Purchase Shares - Purchase
by Wire" on page 29:
Purchase by Wire Once you are a shareholder of a Series, you may purchase
additional shares through a wire transfer. Federal funds wire purchase orders
will be accepted only when the Transfer Agent and custodian bank are open for
business. Please instruct your bank to use the following instructions when
wiring funds:
Wire to: Boston Safe Deposit & Trust Company
ABA # 011001234
Credit to: Boston Safe Deposit & Trust Company
Account # 176656
Further Credit to: Name of Series
Shareholder Account Number
Shareholder Registration
Please call 1-800-367-7732 prior to sending the wire in order to obtain a
confirmation number and to ensure prompt and accurate handling of funds. Neither
the Fund nor the Transfer Agent is responsible for the consequences of delays
resulting from the banking or Federal Reserve wire system or from incomplete
instructions.
The following new information is added prior to the section entitled "Management
- - Administrator" on page 38:
Subadviser Effective October 1, 1998, Bradley, Foster & Sargent, Inc. (Bradley)
has been appointed subadviser to Value Opportunity pursuant to an agreement
entered into by Aeltus, the Fund on behalf of Value Opportunity, and Bradley.
Bradley is a Connecticut corporation organized in 1993, with its primary office
located at City Place II--185 Asylum Street, Hartford, Connecticut 06103, and is
registered with the SEC as an investment adviser. While Bradley has not
previously served as an investment adviser or subadviser to a mutual fund, it
does manage private client assets as well as 401(k), profit sharing and other
retirement plan assets. As of June 1, 1998, Bradley managed in excess of $350
million.
The Subadvisory Agreement gives Bradley broad latitude to select securities for
Value Opportunity consistent with the investment objective and policy of the
Series, and subject to Aeltus' oversight. The Agreement contemplates that
Bradley will be responsible only for making and communicating investment
decisions. Aeltus will remain responsible for all other aspects of managing and
administering Value Opportunity, including trade execution.
The Subadvisory Agreement for Value Opportunity provides that, for the duration
of the Agreement, Aeltus will pay Bradley a subadvisory fee, to be paid monthly
at an annual rate of 0.15% of the Series' average daily net assets on the first
$250 million of assets, and 0.10% of the Series' average daily net assets on
assets above $250 million.
<PAGE>
The following replaces the section entitled "Portfolio Management - Value
Opportunity" on page 39:
Value Opportunity Peter Canoni, Principal, Bradley, Foster & Sargent, Inc., is
responsible for the daily management of Value Opportunity. Before joining
Bradley, Mr. Canoni was a Managing Director of Aeltus and was the portfolio
manager for Value Opportunity from its inception on February 2, 1998 through
August 3, 1998.
The following financial information replaces the section entitled "Financial
Highlights" on pages 12 through 17:
[to be filed]
Form Number October 1998
<PAGE>
AETNA SERIES FUND, INC.
Class I
Supplement dated October 1, 1998
The information in this Supplement for Aetna Series Fund, Inc. (Fund) updates
and amends the information contained in the Class I Prospectus dated February 2,
1998. This Supplement supercedes all supplements previously issued and should be
read with the Prospectus. Capitalized terms not defined herein are used as
defined in the Prospectus.
The following replaces the section entitled "Highlights - What is the Difference
Between Class I and Class A Shares?" on page 4:
What is the Difference Between the Various Classes of Shares? The shares of each
Series are divided into three classes. Class A and Class C shares are shares
that are offered to accounts not eligible to buy Class I shares. Class I shares
are shares that are offered to certain retirement plans; certain registered
investment advisers having an agreement with the Funds to invest a minimum of $1
million within one year of initial purchase; employees and retired employees of
Aetna Inc. and its affiliates (including members of employees' and retired
persons' immediate families, board members and trustees, and their immediate
families); insurance companies (including separate accounts); registered
investment companies; shareholders holding Select Class shares at the time such
shares were redesignated as Class I shares, and their immediate family members,
as long as they maintain a shareholder account; certain bank and independent
trust companies investing on behalf of their clients for which they charge trust
and investment management fees; members of the Board of Directors of the Fund
(Board); NASD-registered representatives of Aeltus Capital or any affiliated
broker-dealer (including members of their immediate families); and of such other
groups as may be approved by the Fund's Board from time to time.
The following replaces the section entitled "Highlights - What if I Have
Additional Questions?" on page 4:
What if I have Additional Questions? Shareholders enjoy a high level of customer
service. Please call 1-800-367-7732 if you have questions about your account,
you would like to initiate a transaction, or you would like to receive an
additional prospectus, application or information about the Fund.
The following replaces the last sentence of the section entitled "Fee Tables" on
page 6:
Additional information regarding the classes may be obtained by calling your
investment professional or 1-800-367-7732.
The following replaces the first sentence of the section entitled "Risk Factors
and Other Considerations - Illiquid and Restricted Securities" on page 22:
Each Series may invest up to 15% of its total assets in illiquid securities (10%
in the case of the Index Plus Funds and Money Market).
The following replaces the last sentence of the section entitled "Risk Factors
and Other Considerations - Derivatives" on page 22:
Each Series may invest up to 30% of its assets in lower risk derivatives for
hedging or to gain additional exposure to certain markets for investment
purposes while maintaining liquidity to meet shareholder redemptions and
minimizing trading costs. Forward exchange contracts are excluded from this 30%
limitation.
<PAGE>
The following replaces the sections entitled "Performance - Private Account
Performance" and "Performance - Private Account Composite Performance
(Unaudited)" on pages 24 and 25:
Private Account Performance Index Plus Large Cap, Index Plus Bond, High Yield
and Value Opportunity are recently organized and do not yet have long-term
performance records. However, Index Plus Large Cap, Index Plus Bond, High Yield
and Value Opportunity have investment objectives, policies and strategies
substantially similar to those employed by Aeltus with respect to certain
Private Accounts. Thus, the performance information derived from these Private
Accounts is deemed relevant to the investor. The performance of Index Plus Large
Cap, Index Plus Bond, High Yield and Value Opportunity may vary from the Private
Account composite information because their investments will vary over time and
will not be identical to the past portfolio investments of the Private Accounts.
Moreover, the Private Accounts, unlike the Fund, are not subject to certain
investment limitations, diversification requirements and other restrictions
imposed by the 1940 Act and the Internal Revenue Code of 1986, as amended,
which, if applicable, could have adversely affected the Private Accounts'
performance.
The Private Account Performance data, shown below, was calculated in accordance
with recommended standards of the Association for Investment Management and
Research (AIMR). AIMR is a non-profit membership and education organization
that, among other things, has formulated a set of performance presentation
standards for investment advisers.
All Private Account Performance data was calculated on a total return basis and
includes all dividends and interest, accrued income and realized and unrealized
gains and losses. All returns reflect the deduction of investment advisory fees
and brokerage commissions paid by Aeltus' Private Accounts, but do not reflect
the deduction of custodial fees. Cash and equivalents are included in
performance returns.
Set forth below is the historical performance of each of the comparable Private
Accounts. Investors should not consider the performance of the Private Accounts
as an indication of the future performance of the Series. The performance
figures shown below reflect the deduction of the historical fees and expenses
paid by the Private Accounts, which are significantly lower than those paid by
the Series. Had higher expenses been charged to the Private Accounts,
performance would have been lower. The results shown reflect the reinvestment of
dividends and distributions.
The following table shows average annual total returns for the periods ended
June 30, 1998, for the Series, the comparable private accounts and their
respective benchmark indices.
Private Account Composite Performance
INDEX PLUS LARGE CAP PRIVATE ACCOUNT COMPOSITE
<TABLE>
<CAPTION>
1 YEAR 5 YEARS
<S> <C> <C>
Index Plus Large Cap (Class I, formerly Select Class)(1)
Index Plus Large Cap Composite
S&P 500 Stock Index
</TABLE>
INDEX PLUS BOND PRIVATE ACCOUNT COMPOSITE
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
<S> <C> <C> <C>
Index Plus Bond (Class I, formerly Select Class)(2)
Index Plus Bond Composite
LBAB Index
</TABLE>
<PAGE>
HIGH YIELD PRIVATE ACCOUNT COMPOSITE
<TABLE>
<CAPTION>
1 YEAR 5 YEARS
<S> <C> <C>
High Yield (Class I, formerly Select Class)(3)
High Yield Account
Merrill Lynch High Yield Index
</TABLE>
VALUE OPPORTUNITY PRIVATE ACCOUNT COMPOSITE
<TABLE>
<CAPTION>
1 YEAR 5 YEARS
<S> <C> <C>
Value Opportunity (Class I, formerly Select Class)(4)
Value Opportunity Composite
S&P 500 Stock Index
</TABLE>
1 Through June 30, 1998, the since inception average annual return of Index
Plus Large Cap (Class I, formerly Select Class) was ____% (inception
December 10, 1996).
2 Through June 30, 1998, the since inception performance (not annualized)
Index Plus Bond (Class I, formerly Select Class) was ____% (inception
February 4, 1998).
3 Through June 30, 1998, the since inception performance (not annualized) of
High Yield (Class I, formerly Select Class) was ____% (inception February 2,
1998).
4 Through June 30, 1998, the since inception performance (not annualized) of
Value Opportunity (Class I, formerly Select Class) was ____% (inception
February 2, 1998).
The following replaces the section entitled "How to Purchase Shares - Purchase
by Mail" on page 26:
Purchase by Mail To Purchase shares by mail, please complete and sign the
application, make a check payable to the Aetna Series Fund, Inc. and mail to the
Transfer Agent as follows:
Aetna Series Fund, Inc.
c/o First Data Investor Services Group, Inc.
P.O. Box 9681
Providence, RI 02940
Correspondence mailed by overnight courier should be sent to the Transfer Agent
as follows:
Aetna Series Fund, Inc.
c/o First Data Investor Services Group, Inc.
4400 Computer Drive
Westborough, MA 01581
You can make additional investments to your accounts by using the investment
stubs from your confirmation statements or by sending payment to the address
listed above. Your letter should indicate your name, account number(s), the
Series you wish to invest in, and the amount to be invested in each Series. When
opening an account, your check should be made payable to the Fund. Cash, credit
cards and third party checks cannot be used to open an account. The Transfer
Agent will accept checks for subsequent purchases which are made payable to the
account owner(s) and endorsed to the Fund.
<PAGE>
The following replaces the section entitled "How To Purchase Shares - Purchase
by Wire" on page 26:
Purchase by Wire Once you are a shareholder of a Series, you may purchase
additional shares through a wire transfer. Federal funds wire purchase orders
will be accepted only when the Transfer Agent and custodian bank are open for
business. Please instruct your bank to use the following instructions when
wiring funds:
Wire to: Boston Safe Deposit & Trust Company
ABA # 011001234
Credit to: Boston Safe Deposit & Trust Company
Account # 176656
Further Credit to: Name of Series
Shareholder Account Number
Shareholder Registration
Please call 1-800-367-7732 prior to sending the wire in order to obtain a
confirmation number and to ensure prompt and accurate handling of funds. Neither
the Fund nor the Transfer Agent is responsible for the consequences of delays
resulting from the banking or Federal Reserve wire system or from incomplete
instructions.
The following replaces the section entitled "Shareholder Services and Other
Features - TDD Service" on page 29:
TDD Service The Transfer Agent offers Telecommunication Device for the Deaf
(TDD) services for hearing impaired shareholders. The dedicated number for this
service is 1-800-684-4889 and appears on shareholder account statements.
The following new information is added prior to the section entitled "Management
- - Administrator" on page 32:
Subadviser Effective October 1, 1998, Bradley, Foster & Sargent, Inc. (Bradley)
has been appointed subadviser to Value Opportunity pursuant to an agreement
entered into by Aeltus, the Fund on behalf of Value Opportunity, and Bradley.
Bradley is a Connecticut corporation organized in 1993, with its primary office
located at City Place II--185 Asylum Street, Hartford, Connecticut 06103, and is
registered with the SEC as an investment adviser. While Bradley has not
previously served as an investment adviser or subadviser to a mutual fund, it
does manage private client assets as well as 401(k), profit sharing and other
retirement plan assets. As of June 1, 1998, Bradley managed in excess of $350
million.
The Subadvisory Agreement gives Bradley broad latitude to select securities for
Value Opportunity consistent with the investment objective and policy of the
Series, and subject to Aeltus' oversight. The Agreement contemplates that
Bradley will be responsible only for making and communicating investment
decisions. Aeltus will remain responsible for all other aspects of managing and
administering Value Opportunity, including trade execution.
The Subadvisory Agreement for Value Opportunity provides that, for the duration
of the Agreement, Aeltus will pay Bradley a subadvisory fee, to be paid monthly
at an annual rate of 0.15% of the Series' average daily net assets on the first
$250 million of assets, and 0.10% of the Series' average daily net assets on
assets above $250 million.
The following replaces the section entitled "Management - Principal Underwriter"
on page 32:
Principal Underwriter Aeltus Capital, Inc. (ACI) is the principal underwriter
for the Fund. ACI is a Connecticut Corporation, and is a wholly owned subsidiary
of Aeltus and an indirect wholly owned subsidiary of Aetna Inc. ACI contracts
with various broker-dealers, including one or more of its affiliates, for
distribution of shares.
<PAGE>
The following replaces the section entitled "Management - Transfer Agent" on
page 32:
Transfer Agent First Data Investor Services Group, Inc., located at 4400
Computer Drive, Westborough, MA 01581, acts as the Fund's transfer and
dividend-paying agent. The Transfer Agent is responsible for the issuance,
transfer and redemption of shares and the opening and maintenance of shareholder
accounts.
The following replaces the section entitled "Portfolio Management - Growth" on
page 32:
Growth Kenneth H. Bragdon, Vice President, Aeltus, manages Growth. Previously,
Mr. Bragdon co-managed the fund with Peter Canoni. Mr. Bragdon has been with the
Aetna organization since 1978 and has 27 years of experience in the investment
business.
The following replaces the section entitled "Portfolio Management - Value
Opportunity" on page 32:
Value Opportunity Peter Canoni, Principal, Bradley, Foster & Sargent, Inc., is
responsible for the daily management of Value Opportunity. Before joining
Bradley, Mr. Canoni was a Managing Director of Aeltus and the portfolio manager
of Value Opportunity from its inception on February 2, 1998 through August 3,
1998.
The following financial information replaces the section entitled "Financial
Highlights" on pages 8 through 14:
[to be filed]
Form Number October 1998
<PAGE>
AETNA SERIES FUND, INC.
Classes A, C and I
Supplement dated October 1, 1998 to the Statement of Additional
Information dated June 30, 1998
The information in this Supplement updates and amends the information contained
in the Statement of Additional Information (Statement) dated June 30, 1998 and
should be read with that Statement and the appropriate Prospectus.
Stephanie A. Taylor's name, appearing in the section entitled "Directors and
Officers" on page 16, is changed to Stephanie A. DeSisto.
The following replaces the section entitled "Control Persons and Principal
Shareholders" on page 17:
As of June 30, 1998, Aetna Life Insurance and Annuity Company (Aetna) had a
controlling interest in the following series of the Fund:
<TABLE>
<CAPTION>
% Aetna
----------------------------------------------------------
Class I Class A Class C
------- ------- -------
<S> <C> <C> <C>
Aetna Bond Fund 47.06% 100.00%
Aetna Government Fund 85.32% 100.00%
Aetna High Yield Fund 99.42% 71.55% 100.00%
Aetna Index Plus Bond Fund 99.95% 40.17% 100.00%
Aetna Index Plus Large Cap Fund 62.51% 100.00%
Aetna Index Plus Mid Cap Fund 99.66% 54.67% 100.00%
Aetna Index Plus Small Cap Fund 99.53% 48.27% 100.00%
Aetna International Fund 68.23% 100.00%
Aetna Mid Cap Fund 99.15% 89.60% 100.00%
Aetna Money Market Fund 39.14% 100.00%
Aetna Real Estate Securities Fund 98.52% 40.55% 100.00%
Aetna Small Company Fund 66.89% 100.00%
Aetna Value Opportunity Fund 98.53% 33.59% 100.00%
Aetna Ascent Fund 88.71% 100.00%
Aetna Crossroads Fund 94.70% 100.00%
Aetna Legacy Fund 93.17% 100.00%
Aetna Growth Fund 100.00%
Aetna Growth and Income Fund 100.00%
Aetna Balanced Fund 100.00%
</TABLE>
As of June 30, 1998, officers and Directors owned less than 1% of the
outstanding shares of any of the Series.
Aetna is an indirect wholly-owned subsidiary of Aetna Retirement Services, Inc.,
which is in turn an indirect wholly-owned subsidiary of Aetna Inc. Aetna's
principal office is located at 151 Farmington Avenue, Hartford, Connecticut
06156. Aetna is registered with the Commission as an investment adviser.
The following new information is added prior to the section entitled "The
Administrative Services Agreement" on Page 19:
THE SUBADVISORY AGREEMENT
Aeltus and the Fund, on behalf of Aetna Value Opportunity Fund (Value
Opportunity), have entered into an agreement (Subadvisory Agreement) with
Bradley, Foster & Sargent, Inc. (Bradley) effective October 1, 1998
<PAGE>
appointing Bradley subadviser of Value Opportunity. Bradley is managed by its
six principals, Robert H. Bradley, Peter B. Canoni, Timothy H. Foster, Jeffrey
G. Marsted, J. Edward Roney, Jr., and Joseph D. Sargent. The Subadvisory
Agreement was approved by the Fund's Directors on June 24, 1998 and approved by
the shareholders of Value Opportunity on September 4, 1998. The Subadvisory
Agreement will be effective through December 31, 1999. The Subadvisory Agreement
will remain in effect thereafter if approved at least annually by a majority of
the Directors, including a majority of the Independent Directors of the Fund, at
a meeting called for that purpose and held in person. The Subadvisory Agreement
may be terminated without penalty at any time by the Directors or by a majority
of the outstanding voting securities of Value Opportunity or on sixty (60) days'
written notice by Aeltus, the Fund or the Subadviser. The Subadvisory Agreement
terminates automatically in the event of its assignment.
The Subadvisory Agreement gives Bradley broad latitude to select securities for
Value Opportunity consistent with the investment objective and policy of the
Series, subject to Aeltus' oversight. The Agreement contemplates that Bradley
will be responsible only for making and communicating investment decisions.
Aeltus will remain responsible for all other aspects of managing and
administering Value Opportunity, including trade execution.
For the services under the Subadvisory Agreement, Bradley will receive an annual
fee payable monthly as described in the prospectus.
The following replaces the information, except for the last two paragraphs, in
the section entitled "Performance Information" on Pages 30 through 32:
PERFORMANCE INFORMATION
Performance information for each class of shares including the yield and
effective yield of Money Market, the yield of Bond Fund, Aetna Government Fund,
High Yield and Index Plus Bond and the total return of all Series, may appear in
reports or promotional literature to current or prospective shareholders.
Money Market Fund Yields
Current yield for Money Market will be computed by determining the net change,
exclusive of capital changes and income other than investment income, at the
beginning of a seven-day period in the value of a hypothetical investment of one
share, subtracting any deductions from shareholder accounts, and dividing the
difference by the value of the hypothetical investment at the beginning of the
base period to obtain the base period return. This base period return is then
multiplied by (365/7) with the resulting yield figure carried to at least the
nearest hundredth of one percent. Calculation of "effective yield" begins with
the same "base period return" used in the calculation of yield, which is then
annualized to reflect weekly compounding pursuant to the following formula:
Effective Yield = [(Base Period Return + 1)(365/7)] - 1
The yield and effective yield for Money Market for the seven days ended August
31, 1998 were ___% and ___%, respectively.
30-Day Yield for Non-Money Market Funds
Quotations of yield for Bond Fund, Aetna Government Fund, High Yield and Index
Plus Bond will be based on all investment income per share earned during a
particular 30-day period, less expenses accrued during the period (net
investment income), and will be computed by dividing net investment income by
the value of a share on the last day of the period, according to the following
formula:
a-b
YIELD = 2[(---)+1)(6)-1]
cd
<PAGE>
Where:
a = dividends and interest earned during the period
b = the expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period
d = the maximum offering price per share on the last day of the period
The yield for Bond Fund for the 30-day period ended August 31, 1998 was ____%
for Class A, ___% for Class C and ____% for Class I. The yield for Aetna
Government Fund for the 30-day period ended August 31, 1998 was ____% for Class
A, ____% for Class C and ____% for Class I. The yield for High Yield for the
30-day period ended August 31, 1998 was ____% for Class A, ____% for Class C and
____% for Class I. The yield for Index Plus Bond for the 30-day period ended
August 31, 1998 was ____% for Class A, ____% for Class C and ____% for Class I.
Average Annual Total Return
Quotations of average annual total return for any Series will be expressed in
terms of the average annual compounded rate of return of a hypothetical
investment in a Series over a period of one, five and ten years (or, if less,
for the life of the Series), calculated pursuant to the formula:
P(1 + T)(n) = ERV
Where:
P = a hypothetical initial payment of $1,000
T = an average annual total return
n = the number of years
ERV = the ending redeemable value of a hypothetical $1,000 payment made
at the beginning of the 1, 5, or 10 year period at the end of the
1, 5, or 10 year period (or fractional portion thereof)
The Fund may also from time to time include in such advertising a total return
figure for Class A and/or Class C that is not calculated according to the
formula set forth above. Specifically, the Fund may include performance for
Class A that does not take into account payment of the applicable front-end
sales load, or the Fund may include performance for Class C that does not take
into account the imposition of the applicable contingent deferred sales charge
(CDSC).
All the following figures are based on actual investment performance.
Performance figures for Class A and Class C shares are presented both with and
without the deduction of the front-end sales load and CDSC, respectively, if
any, assuming shares were redeemed at the end of the period.
Class A shares (formerly Adviser Class) commenced offering on February 2, 1998.
For periods prior to the Class A inception date, Class A performance is
calculated by using the performance of Class I (formerly Select Class) shares
and deducting the Class A front-end sales load and internal fees and expenses of
the Adviser Class. Class C shares commenced offering on June 30, 1998. For
periods prior to the Class C inception date, Class C Performance is calculated
using the performance of Class I (formerly Select Class) shares, and deducting
the internal fees and expenses applicable to the Class C shares. Class C share
returns with a CDSC for the 1-year period reflect the deduction of a maximum
CDSC of 1% (0.75% for Index Plus funds). The CDSC applies for all shares
redeemed prior to the end of the first eighteen months of ownership. The 1-year
returns without CDSC are
<PAGE>
net of fund expenses only, and do not deduct a CDSC. Neither the front-end sales
load nor the CDSC applies to the Aetna Money Market Fund.
<TABLE>
<CAPTION>
Total Return Quotations as of August 31, 1998
Class I Inception
Fund Name 1 Year 5 Years Since Inception Date*
<S> <C> <C> <C> <C>
Money Market 1/3/92
Aetna Government Fund 1/4/94
Bond Fund 1/3/92
Balanced 1/3/92
Growth and Income 1/3/92
Growth 1/4/94
Index Plus Large Cap 12/10/96
Small Company 1/4/94
International 1/3/92
Ascent Fund 1/4/95
Crossroads Fund 1/4/95
Legacy Fund 1/4/95
High Yield 2/2/98
Index Plus Bond 2/4/98
Index Plus Mid Cap 2/3/98
Index Plus Small Cap 2/3/98
Mid Cap 2/4/98
Real Estate 2/2/98
Value Opportunity 2/2/98
<CAPTION>
Class A (assuming payment of the front-end sales load) Inception
Fund Name 1 Year 5 Years Since Inception Date*
<S> <C> <C> <C> <C>
Aetna Government Fund 1/4/94
Bond Fund 1/3/92
Balanced 1/3/92
Growth and Income 1/3/92
Growth 1/4/94
Index Plus Large Cap 12/10/96
Small Company 1/4/94
International 1/3/92
Ascent Fund 1/4/95
Crossroads Fund 1/4/95
Legacy Fund 1/4/95
High Yield 2/2/98
Index Plus Bond 2/4/98
Index Plus Mid Cap 2/3/98
Index Plus Small Cap 2/3/98
Mid Cap 2/4/98
Real Estate 2/2/98
Value Opportunity 2/2/98
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Class A (without payment of the front-end sales load) Inception
Fund Name 1 Year 5 Years Since Inception Date*
<S> <C> <C> <C> <C>
Money Market 1/3/92
Aetna Government Fund 1/4/94
Bond Fund 1/3/92
Balanced 1/3/92
Growth and Income 1/3/92
Growth 1/4/94
Index Plus Large Cap 12/10/96
Small Company 1/4/94
International 1/3/92
Ascent Fund 1/4/95
Crossroads Fund 1/4/95
Legacy Fund 1/4/95
High Yield 2/2/98
Index Plus Bond 2/4/98
Index Plus Mid Cap 2/3/98
Index Plus Small Cap 2/3/98
Mid Cap 2/4/98
Real Estate 2/2/98
Value Opportunity 2/2/98
<CAPTION>
Class C (assuming payment of the CDSC) Inception
Fund Name 1 Year 5 Years Since Inception Date*
<S> <C> <C> <C> <C>
Aetna Government Fund 1/4/94
Bond Fund 1/3/92
Balanced 1/3/92
Growth and Income 1/3/92
Growth 1/4/94
Index Plus Large Cap 12/10/96
Small Company 1/4/94
International 1/3/92
Ascent Fund 1/4/95
Crossroads Fund 1/4/95
Legacy Fund 1/4/95
High Yield 2/2/98
Index Plus Bond 2/4/98
Index Plus Mid Cap 2/3/98
Index Plus Small Cap 2/3/98
Mid Cap 2/4/98
Real Estate 2/2/98
Value Opportunity 2/2/98
<CAPTION>
Class C (without payment of the CDSC) Inception
Fund Name 1 Year 5 Years Since Inception Date*
<S> <C> <C> <C> <C>
Money Market 1/3/92
Aetna Government Fund 1/4/94
Bond Fund 1/3/92
Balanced 1/3/92
Growth and Income 1/3/92
Growth 1/4/94
Index Plus Large Cap 12/10/96
Small Company 1/4/94
International 1/3/92
Ascent Fund 1/4/95
Crossroads Fund 1/4/95
<PAGE>
Legacy Fund 1/4/95
High Yield 2/2/98
Index Plus Bond 2/4/98
Index Plus Mid Cap 2/3/98
Index Plus Small Cap 2/3/98
Mid Cap 2/4/98
Real Estate 2/2/98
Value Opportunity 2/2/98
</TABLE>
*The inception dates above represent the commencement of investment operations,
which may not coincide with the effective date of the post-effective amendment
to the registration statement through which the Series was added.
The following replaces the section entitled "Financial Statements" on Page 32:
[To be filed]
Form Number October 1998
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:*
(1) To be included in Part A:
Financial Highlights
(2) To be incorporated by reference in Part B to the Fund's
Annual Report dated October 31, 1997, as filed
electronically with the Securities and Exchange
Commission on _____, 1998 (File No. 811-6352)
(Accession Nos. __________ and ___________):
Audited Financial Statements for Aetna Money Market
Fund, Aetna Government Fund, Aetna Bond Fund, The
Aetna Fund(1), Aetna Growth and Income Fund, Aetna
Growth Fund, Aetna Small Company Fund, Aetna
International Growth Fund(2), Aetna Index Plus
Fund(3), Aetna Ascent Fund, Aetna Crossroads Fund and
Aetna Legacy Fund as of October 31, 1997 which include
the following:
Portfolios of Investments
Statements of Assets and Liabilities as of October 31,
1997
Statements of Operations for the year ended
October 31, 1997
Statements of Changes in Net Assets for the years
ended October 31, 1997 and 1996
Notes to Financial Statements
Independent Auditors' Reports
(1) Renamed Aetna Balanced Fund effective
February 2, 1998.
(2) Renamed Aetna International Fund effective
February 2, 1998.
(3) Renamed Aetna Index Plus Large Cap Fund
effective February 2, 1998.
To be incorporated by reference in Part B to the Fund's
Semi-annual Report dated April 30, 1998, as filed
electronically with the Securities and Exchange
Commission on _____, 1998 (File No. 811-6352)
(Accession Nos. __________ and ___________):
Unaudited Financial Statements for the period ended
April 30, 1998 which include the following:
Aetna Money Market Fund, Aetna Government Fund, Aetna
Bond Fund, Aetna Balanced Fund, Aetna Growth and
Income Fund, Aetna Growth Fund, Aetna Small Company
Fund, Aetna International Fund, Aetna Index Plus Large
Cap Fund, Aetna Ascent Fund, Aetna Crossroads Fund and
Aetna Legacy Fund:
Portfolios of Investments
Statements of Assets and Liabilities as of April 30,
1998
Statements of Operations for the six month period
ended April 30, 1998
<PAGE>
Statements of Changes in Net Assets for the six month
period ended April 30, 1998 and the year ended October
31, 1997
Notes to Financial Statements
Aetna Value Opportunity Fund, Aetna Real Estate
Securities Fund and Aetna High Yield Fund:
Portfolios of Investments
Statements of Assets and Liabilities as of April 30,
1998
Statements of Operations and Changes in Net Assets
for the period from February 2, 1998 to April 30,
1998
Notes to Financial Statements
Aetna Index Plus Mid Cap Fund and Aetna Index Plus
Small Cap Fund:
Portfolios of Investments
Statements of Assets and Liabilities as of April 30,
1998
Statements of Operations and Changes in Net Assets
for the period from February 3, 1998 to April 30,
1998
Notes to Financial Statements
Aetna Index Plus Bond Fund and Aetna Mid Cap Fund:
Portfolios of Investments
Statements of Assets and Liabilities as of April 30,
1998
Statements of Operations and Changes in Net Assets
for the period from February 4, 1998 to April 30,
1998
Notes to Financial Statements
(b) Exhibits:
(1)(a) Articles of Amendment and Restatement
(September 2, 1997)((1))
(1)(b) Articles of Amendment (October 29, 1997)(2)
(1)(c) Articles Supplementary (October 29, 1997)(2)
(1)(d) Articles of Amendment (January 26, 1998)(3)
(1)(e) Articles Supplementary (June 25, 1998)(4)
(2) By-laws (as amended September 13, 1994)(5)
(3) Not applicable
(4) Instruments Defining Rights of Holders (set forth in
the Articles of Amendment and Restatement)(1)
(5)(a) Investment Advisory Agreement between Aeltus Investment
Management, Inc. and Aetna Series Fund, Inc., on behalf
of Aetna Balanced Fund, Aetna Bond Fund, Aetna Growth
Fund,
<PAGE>
Aetna Growth and Income Fund, Aetna Government Fund,
Aetna Index Plus Large Cap Fund, Aetna International Fund,
Aetna Money Market Fund, Aetna Small Company Fund,
Aetna Ascent Fund, Aetna Crossroads Fund, Aetna Legacy
Fund, Aetna High Yield Fund, Aetna Index Plus Bond Fund,
Aetna Index Plus Mid Cap Fund, Aetna Index Plus Small Cap
Fund, Aetna Mid Cap Fund, Aetna Real Estate Securities
Fund, and Aetna Value Opportunity Fund(3)
(5)(b) Subadvisory Agreement between Bradley, Foster & Sargent,
Inc. and Aetna Series Fund, Inc., on behalf of Aetna
Value Opportunity Fund*
(6)(a) Underwriting Agreement between Aeltus Capital, Inc. and
Aetna Series Fund, Inc.(3)
(6)(b) Master Selling Dealer Agreement(3)
(7) Directors' Deferred Compensation Plan(1)
(8)(a)(i) Custodian Agreement - Mellon Bank, N.A. (September 1,
1992)(5)
(8)(a)(ii) Amendment to Custodian Agreement - Mellon Bank, N.A.
(May 11, 1994)(2)
(8)(a)(iii) Amendment to Custodian Agreement - Mellon Bank, N.A.
(September 14, 1994)(5)
(8)(a)(iv) Amendment to Custodian Agreement - Mellon Bank, N.A.
(October 11, 1996)(6)
(8)(a)(v) Amendment to Custodian Agreement - Mellon Bank, N.A.
(January 29, 1998)(3)
(8)(a)(vi) Custodian Agreement - Brown Brothers Harriman & Company
(Aetna International Fund) (December 12, 1991)(7)
(9)(a) Administrative Services Agreement between Aeltus
Investment Management, Inc. and Aetna Series Fund, Inc. on
behalf of Aetna Balanced Fund, Aetna Bond Fund, Aetna
Growth Fund, Aetna Growth and Income Fund, Aetna
Government Fund, Aetna Index Plus Large Cap Fund, Aetna
International Fund, Aetna Money Market Fund, Aetna Small
Company Fund, Aetna Ascent Fund, Aetna Crossroads Fund,
Aetna Legacy Fund, Aetna High Yield Fund, Aetna Index Plus
Bond Fund, Aetna Index Plus Mid Cap Fund, Aetna Index Plus
Small Cap Fund, Aetna Mid Cap Fund, Aetna Real Estate
Securities Fund, and Aetna Value Opportunity Fund(3)
(9)(b) License Agreement(5)
(9)(c) Transfer Agent Agreement(4)
(10) Opinion and Consent of Counsel
(11) Consent of Independent Auditors
(12) Not applicable
(13) Not applicable
(14) Not applicable
(15)(a) Distribution Plan (Class A)(3)
(15)(b) Distribution Plan (Class C)(3)
(15)(c) Shareholder Service Plan (Class C)(3)
(16) Schedule for Computation of Performance Data(1)
(17) See Exhibit 27 below
(18) Multi-Class Plan(3)
(19)(a) Power of Attorney(1)
(19)(b) Power of Attorney(4)
(19)(c) Authorization for Signatures(8)
(27) Financial Data Schedules*
<PAGE>
*To be filed
1. Incorporated herein by reference to Post-Effective Amendment No. 24 to
Registration Statement on Form N-1A (File No. 33-41694), as filed
electronically with the Securities and Exchange Commission on January 16,
1998 (Accession No. 0000950146-98-000093).
2. Incorporated herein by reference to Post-Effective Amendment No. 23 to
Registration Statement on Form N-1A, (File No. 33-41694), as filed
electronically with the Securities and Exchange Commission on November 3,
1997 (Accession No. 0000950146-97-001608).
3. Incorporated herein by reference to Post-Effective Amendment No. 25 to
Registration Statement on Form N-1A, (File No. 33-41694), as filed
electronically with the Securities and Exchange Commission on April 24, 1998
(Accession No. 0000950146-98-000685).
4. Incorporated herein by reference to Post-Effective Amendment No. 26 to
Registration Statement on Form N-1A (File No. 33-41694), as filed
electronically with the Securities and Exchange Commission on June 29, 1998
(Accession No. 0000950146-98-001122).
5. Incorporated herein by reference to Post-Effective Amendment No. 1 to
Registration Statement on Form N-1A, (File No. 33-85620), as filed
electronically with the Securities and Exchange Commission on June 28, 1995
(Accession No. 0000950109-95-002519).
6. Incorporated herein by reference to Post-Effective Amendment No. 16 to
Registration Statement on Form N-1A (File No. 33-41694), as filed
electronically with the Securities and Exchange Commission on December 10,
1996 (Accession No. 0000928389-96-000187).
7. Incorporated herein 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 (Accession No. 0000928389-96-000162).
8. Incorporated herein by reference to Post-Effective Amendment No. 2 to
Registration Statement on Form N-1A (File No. 333-05173), as filed
electronically with the Securities and Exchange Commission on September 26,
1997 (Accession No. 0000950146-97-001480).
<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, 1998, Aetna Life Insurance and
Annuity Company ("Aetna") had a controlling interest in the following
series of the Registrant:
<TABLE>
<CAPTION>
% Aetna
----------------------------------------------------
Class I Class A Class C
------- ------- -------
<S> <C> <C> <C>
Aetna Bond Fund 47.06% 100.00%
Aetna Government Fund 85.32% 100.00%
Aetna High Yield Fund 99.42% 71.55% 100.00%
Aetna Index Plus Bond Fund 99.95% 40.17% 100.00%
Aetna Index Plus Large Cap Fund 62.51% 100.00%
Aetna Index Plus Mid Cap Fund 99.66% 54.67% 100.00%
Aetna Index Plus Small Cap Fund 99.53% 48.27% 100.00%
Aetna International Fund 68.23% 100.00%
Aetna Mid Cap Fund 99.15% 89.60% 100.00%
Aetna Money Market Fund 39.14% 100.00%
Aetna Real Estate Securities Fund 98.52% 40.55% 100.00%
Aetna Small Company Fund 66.89% 100.00%
Aetna Value Opportunity Fund 98.53% 33.59% 100.00%
Aetna Ascent Fund 88.71% 100.00%
Aetna Crossroads Fund 94.70% 100.00%
Aetna Legacy Fund 93.17% 100.00%
Aetna Growth Fund 100.00%
Aetna Growth and Income Fund 100.00%
Aetna Balanced Fund 100.00%
</TABLE>
Aetna 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 26 of the
Registration Statement on Form N-4 (File No.333-56297), as filed
electronically with the Securities and Exchange Commission on June 8,
1998 (Accession No. 0000950146-98-000983).
Item 26. Number of Holders of Securities
<TABLE>
<CAPTION>
(1) Title of Class (2) Number of Record Holders
as of June 30, 1998
Class I Class A Class C
<S> <C> <C> <C>
Aetna Balanced Fund 1948 1051 1
Aetna Bond Fund 869 186 1
Aetna Government Fund 91 72 1
Aetna Growth Fund 688 2074 1
<PAGE>
<CAPTION>
(1) Title of Class (2) Number of Record Holders
as of June 30, 1998
Class I Class A Class C
<S> <C> <C> <C>
Aetna Growth and Income Fund 2141 3477 1
Aetna Index Plus Large Cap Fund 179 582 1
Aetna International Fund 1070 1094 1
Aetna Money Market Fund 5677 8767 1
Aetna Small Company Fund 584 1754 1
Aetna Ascent Fund 86 418 1
Aetna Crossroads Fund 30 223 1
Aetna Legacy Fund 23 128 1
Aetna High Yield Fund 11 7 1
Aetna Index Plus Bond Fund 4 10 1
Aetna Index Plus Mid Cap Fund 14 26 1
Aetna Index Plus Small Cap Fund 23 34 1
Aetna Mid Cap Fund 9 10 1
Aetna Real Estate Securities Fund 15 15 1
Aetna Value Opportunity Fund 16 47 1
</TABLE>
Item 27. Indemnification
Article 12, Section (d) of the Registrant's Articles of Amendment and
Restatement, incorporated herein by reference to Exhibit 24(b)(1) to
Registrant's Registration Statement on Form N-1A (File No. 33-41694), as
filed electronically on November 3, 1997, 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
October 1, 1999.
Section XI.B of the Administrative Services Agreement, incorporated
herein by reference to Exhibit 9(a) to Registrant's Registration
Statement on Form N-1A (File No. 33-41694), as filed electronically on
April 24, 1998, provides for indemnification of the Administrator.
Section 8 of the Underwriting Agreement, incorporated herein by reference
to Exhibit 6(a) to Registrant's Registration Statement on Form N-1A (File
No. 33-41694), as filed electronically on April 24, 1998, provides for
indemnification of the Underwriter, its several officers and directors,
and any person who controls the Underwriter within the meaning of Section
15 of the Securities Act of 1933.
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
<PAGE>
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, Aeltus Investment Management, Inc. ("Aeltus"), is
registered as an investment adviser with the Securities and Exchange
Commission. In addition to serving as investment adviser and
administrator for Aetna Series Fund, Inc., Aeltus acts as investment
adviser and administrator for Aetna Variable Fund, Aetna Income Shares,
Aetna Variable Encore Fund, Aetna Balanced VP, 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 (the "1940 Act")). It also acts as investment adviser
to certain private accounts.
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, 1995/Addresses*/**
----------------------------- ---------------------------------- -------------------------------------------------------
<S> <C> <C>
John Y. Kim Director, President, Chief Director (since February 1995) -- Aetna Life
Executive Officer, Chief Insurance and Annuity Company; Senior Vice President
Investment Officer (since September 1994) -- Aetna Life Insurance and
Annuity Company.
J. Scott Fox Director, Managing Director, Vice President (since April 1997) -- Aetna Retirement
Chief Operating Officer, Chief Services, Inc.; Director and Senior Vice President
Financial Officer (March 1997 - February 1998) -- 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, 1995/Addresses*/**
----------------------------- ---------------------------------- -------------------------------------------------------
<S> <C> <C>
Thomas J. McInerney Director President (since August 1997) -- Aetna Retirement
Services, Inc.; Director and President (since
September 1997) -- Aetna Life Insurance and Annuity
Company; Executive Vice President (since August 1997)
-- Aetna Inc.; Vice President, Strategy (March 1997 -
August 1997) -- Aetna Inc.; Vice President, Marketing
and Sales (December 1996 - March 1997) -- Aetna U.S.
Healthcare; Vice President, National Accounts (April
1996 - December 1996) -- Aetna U.S. Healthcare; Vice
President, Strategy, Finance, & Administration (July
1995 - April 1996) -- Aetna Inc.
Catherine H. Smith Director Director, Senior Vice President and Chief Financial
Officer (since February 1998) -- Aetna Life Insurance
and Annuity Company; Chief Financial Officer (since
February 1998) -- Aetna Retirement Services, Inc.;
Vice President, Strategy, Finance and Administration,
Financial Relations (September 1996 - February 1998)
-- Aetna Inc.; Chief of Staff, Health/Group Life,
Strategy and Communication (April 1993 - September
1996) -- Aetna U.S. Healthcare.
Lennart A. Carlson Managing Director, Fixed Income Managing Director (since January 1996) -- Aeltus
Investments Trust Company.
Steven C. Huber Managing Director, Fixed Income Portfolio Manager (August 1991 - August 1996) --
Investments Aetna Life Insurance and Annuity Company; Managing
Director (since August 1996) -- Aeltus Trust Company.
Brian K. Kawakami Vice President, Chief Compliance Chief Compliance Officer & Director (since January
Officer 1996) -- Aeltus Trust Company; Chief Compliance
Officer (since August 1993) -- Aeltus Capital, Inc.
<PAGE>
<CAPTION>
----------------------------- ---------------------------------- -------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
with Investment Adviser Since Oct. 31, 1995/Addresses*/**
----------------------------- ---------------------------------- -------------------------------------------------------
<S> <C> <C>
Neil Kochen Managing Director, Product Managing Director (since April 1996) -- Aeltus Trust
Development Company; Managing Director (since August 1996) --
Aeltus Capital, Inc.; Managing Director (July 1994 -
August 1996) -- Aetna Life Insurance and Annuity
Company.
Frank Litwin Managing Director, Retail Vice President, Strategic Marketing (April, 1992 -
Marketing and Sales August, 1997) -- Fidelity Investments Institutional
Services Company.
Kevin M. Means Managing Director, Equity Managing Director (July 1994 - August 1996) -- Aetna
Investments Life Insurance and Annuity Company; Managing Director
(since August 1996) -- Aeltus Trust Company.
L. Charles Meythaler Managing Director, Institutional Director (since July 1997) -- Aeltus Trust Company;
Marketing Managing Director (since June 1997) -- Aeltus Trust
and Sales Company; President (June 1993 - April 1997) -- New
England Investment Association.
Jeanne Wong-Boehm Managing Director, Fixed Income Portfolio Manager (March 1982 - August 1996) -- Aetna
Investments Life Insurance and Annuity Company; Portfolio Manager
(March 1982 - August 1996) -- Aetna Inc.; Managing
Director (since August 1996) -- Aeltus Trust Company.
</TABLE>
* Except with respect to Mr. McInerney and Ms. Smith, the principal
business address of each person named is 242 Trumbull Street,
Hartford, Connecticut 06103-1205. The address of Mr. McInerney and
Ms. Smith 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.
For information regarding Bradley, Foster & Sargent, Inc. (Bradley), the
subadviser for the Fund, reference is hereby made to the section entitled
"Subadviser" in the supplements dated October 1, 1998 (filed herewith) to the
Class A and C Prospectus dated June 30, 1998, the Class I Prospectus dated
February 2, 1998 and the Statement of Additional Information dated June
30, 1998. For information as to the business, profession, vocation or employment
of a substantial nature of each of the officers of Bradley,
<PAGE>
reference is hereby made to the current Form ADV (File No. 801-46616) of Bradley
filed under the Investment Advisers Act of 1940, incorporated herein by
reference.
Item 29. Principal Underwriters
(a) None
(b) The following are the directors and principal officers of Aeltus
Capital, Inc., the principal underwriter of the Registrant:
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Principal Underwriter with Registrant
- ----------------- -------------------------- ---------------
<S> <C> <C>
John Y. Kim Director and President Director
J. Scott Fox Director, Managing Director, Chief Operating Director and President
Officer and Chief Financial Officer
Brian K. Kawakami Director, Vice President, Chief Compliance None
Officer
Daniel F. Wilcox Vice President, Finance and Treasurer None
</TABLE>
*The principal business address of all directors and officers listed is
242 Trumbull Street, Hartford, Connecticut 06103-1205.
(c) Not applicable.
Item 30. Location of Accounts and Records
As required by Section 31(a) of the 1940 Act and the rules thereunder,
the Registrant and its investment adviser, Aeltus, maintain physical
possession of each account, book or other document, at 242 Trumbull
Street, Hartford, Connecticut 06103-1205.
Shareholder records are maintained by the transfer agent, First Data
Investor Services Group, Inc., 4400 Computer Drive, Westboro,
Massachusetts 01581.
Item 31. Management Services
Not applicable.
<PAGE>
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,
the Registrant has duly caused this Post-Effective Amendment to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Hartford and
State of Connecticut on the 30th day of July, 1998.
AETNA SERIES FUND, INC.
-----------------------
Registrant
By J. Scott Fox*
-------------
J. Scott Fox
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 30, 1998 in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C> <C>
J. Scott Fox* President and Director )
- --------------------------
J. Scott Fox (Principal Executive Officer) )
)
Albert E. DePrince, Jr.** Director )
- --------------------------
Albert E. DePrince, Jr. )
)
Maria T. Fighetti* Director ) July
- --------------------------
Maria T. Fighetti ) 30, 1998
)
David L. Grove* Director )
- --------------------------
David L. Grove )
)
John Y. Kim* Director )
- --------------------------
John Y. Kim )
)
Sidney Koch* Director )
- --------------------------
Sidney Koch )
)
Shaun P. Mathews* Director )
- --------------------------
Shaun P. Mathews )
<PAGE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C> <C>
Corine T. Norgaard* Director )
- --------------------------
Corine T. Norgaard )
)
Richard G. Scheide* Director )
- --------------------------
Richard G. Scheide )
)
Stephanie A. Taylor* Treasurer and Chief Financial Officer )
- --------------------------
Stephanie A. Taylor (Principal Financial and Accounting)
Officer) )
</TABLE>
By: /s/ Amy R. Doberman
-------------------
*Amy R. Doberman
Attorney-in-Fact
*Executed pursuant to Power of Attorney dated December 10, 1997 and filed
with the Securities and Exchange Commission on January 16, 1998
(Accession No. 0000950146-98-000093).
**Executed pursuant to Power of Attorney dated June 24, 1998 and filed with
the Securities and Exchange Commission on June 29, 1998
(Accession No. 0000950146-98-001122).
<PAGE>
<TABLE>
<CAPTION>
Aetna Series Fund, Inc.
EXHIBIT INDEX
Exhibit No. Exhibit Page
----------- ------- ----
<S> <C> <C>
99-b(1)(a) Articles of Amendment and Restatement (September 2, 1997) *
99-b(1)(b) Articles of Amendment (October 29, 1997) *
99-b(1)(c) Articles Supplementary (October 29, 1997) *
99-b(1)(d) Articles of Amendment (January 26, 1998) *
99-b(1)(e) Articles Supplementary (June 25, 1998) *
99-b(2) By-laws (as amended September 13, 1994) *
99-b(4) Instruments Defining Rights of Holders (set forth in the Articles of *
Amendment and Restatement)
99-b(5)(a) Investment Advisory Agreement between Aeltus Investment Management, Inc. *
and Aetna Series Fund, Inc., on behalf of Aetna Balanced Fund (formerly
The Aetna Fund), Aetna Bond Fund, Aetna Growth Fund, Aetna Growth and
Income Fund, Aetna Government Fund, Aetna Index Plus Large Cap Fund
(formerly Aetna Index Plus Fund), Aetna International Fund (formerly
Aetna International Growth Fund), Aetna Money Market Fund, Aetna Small
Company Fund, Aetna Ascent Fund, Aetna Crossroads Fund, Aetna Legacy
Fund, Aetna High Yield Fund, Aetna Index Plus Bond Fund, Aetna Index Plus
Mid Cap Fund, Aetna Index Plus Small Cap Fund, Aetna Mid Cap Fund, Aetna
Real Estate Securities Fund, and Aetna Value Opportunity Fund
99-b(5)(b) Subadvisory Agreement between Bradley, Foster & Sargent, Inc. and Aetna **
Series Fund, Inc., on behalf of Aetna Value Opportunity Fund*
99-b(6)(a) Underwriting Agreement between Aeltus Capital, Inc. and Aetna Series *
Fund, Inc.
99-b(6)(b) Master Selling Dealer Agreement *
*Incorporated by reference
**To be filed
<PAGE>
<CAPTION>
Exhibit No. Exhibit Page
----------- ------- ----
<S> <C> <C>
99-b(7) Directors' Deferred Compensation Plan *
99-b(8)(a)(i) Custodian Agreement - Mellon Bank, N.A. (September 1, 1992) *
99-b(8)(a)(ii) Amendment to Custodian Agreement - Mellon Bank, N.A. (May 11, 1994) *
99-b(8)(a)(iii) Amendment to Custodian Agreement - Mellon Bank, N.A. (September 14, 1994) *
99-b(8)(a)(iv) Amendment to Custodian Agreement - Mellon Bank, N.A. (October 11, 1996) *
99-b(8)(a)(v) Amendment to Custodian Agreement - Mellon Bank, N.A. (January 29, 1998) *
99-b(8)(a)(vi) Custodian Agreement - Brown Brothers Harriman & Company (Aetna *
International Fund) (December 12, 1991)
99-b(9)(a) Administrative Services Agreement between Aeltus Investment Management, *
Inc. and Aetna Series Fund, Inc. on behalf of Aetna Balanced Fund, Aetna
Bond Fund, Aetna Growth Fund, Aetna Growth and Income Fund, Aetna
Government Fund, Aetna Index Plus Large Cap Fund, Aetna International
Fund, Aetna Money Market Fund, Aetna Small Company Fund, Aetna Ascent
Fund, Aetna Crossroads Fund, Aetna Legacy Fund, Aetna High Yield Fund,
Aetna Index Plus Bond Fund, Aetna Index Plus Mid Cap Fund, Aetna Index
Plus Small Cap Fund, Aetna Mid Cap Fund, Aetna Real Estate Securities
Fund, and Aetna Value Opportunity Fund
99-b(9)(b) License Agreement *
99-b(9)(c) Transfer Agent Agreement *
99-b(10) Opinion and Consent of Counsel
-----
99-b(11) Consent of Independent Auditors
-----
*Incorporated by reference
**To be filed
<PAGE>
<CAPTION>
Exhibit No. Exhibit Page
----------- ------- ----
<S> <C> <C>
99-b(15)(a) Distribution Plan (Class A) *
99-b(15)(b) Distribution Plan (Class C) *
99-b(15)(c) Shareholder Services Plan (Class C) *
99-b(16) Schedule for Computation of Performance Data *
99-b(18) Multi-Class Plan *
99-b(19)(a) Power of Attorney *
99-b(19)(b) Power of Attorney *
99-b(19)(c) Authorization for Signatures *
27 Financial Data Schedules **
*Incorporated by reference
**To be filed
</TABLE>
[Aetna Logo] Aetna Inc.
[Aetna Letterhead] 242 Trumbull Street
Hartford, CT 06103-1205
Amy R. Doberman
Counsel
Law Division, ALT5
July 30, 1998 Investments & Financial Services
(860) 275-2032
Fax: (860) 275-2158
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Aetna Series Fund, Inc.
Post-Effective Amendment No. 27 to
Registration Statement on Form N-1A
(File No. 33-41694 and 811-6352
Dear Sir or Madam:
The undersigned serves as counsel to Aeltus Investment Management, Inc., 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 1933 Act and
the 1940 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 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 Connecticut, Maryland and the District of
Columbia. My opinion herein as to Maryland law is based upon a limited inquiry
thereof that I have deemed appropriate under the circumstances.
<PAGE>
Page 2
July 30, 1998
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 and Shareholders
Aetna Series Fund, Inc.:
We consent to the incorporation by reference herein this Post-Effective
Amendment No. 27 to the Registration Statement (File No. 33-41694) on Form N-1A
our reports dated December 12, 1997.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Hartford, Connecticut
July 30, 1998
