AETNA SERIES FUND INC, 497, 2000-03-02

AETNA SERIES FUND INC
497, 2000-03-02

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AETNA SERIES FUND, INC.

AETNA TECHNOLOGY FUND

PROSPECTUS

March 1, 2000

Aetna Series Fund, Inc. is an open-end investment company authorized to issue
multiple series of shares. This prospectus offers shares of Aetna Technology
Fund (Fund).

The Securities and Exchange Commission has not approved or disapproved these
securities or determined whether this prospectus is truthful or complete. Anyone
who represents to the contrary has committed a criminal offense.

<PAGE>

TABLE OF Contents

THE FUND'S INVESTMENTS 3
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND RISKS,
INVESTMENT PERFORMANCE 3

FUND EXPENSES 4

OTHER CONSIDERATIONS 6

MANAGEMENT OF THE FUND 6

INVESTING IN THE FUND 7
OPENING AN ACCOUNT AND SELECTING A SHARE CLASS 7
HOW TO BUY SHARES 9
HOW TO SELL SHARES 12
TIMING OF REQUESTS 13
OTHER INFORMATION ABOUT SHAREHOLDER ACCOUNTS AND SERVICES 13
DIVIDENDS AND DISTRIBUTIONS 15
TAX INFORMATION 15

PERFORMANCE OF SIMILARLY MANAGED FUND 16

ADDITIONAL INFORMATION 16

2
<PAGE>

THE Fund's INVESTMENTS

INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND RISKS, INVESTMENT
PERFORMANCE

Investment Objective Seeks LONG-TERM CAPITAL APPRECIATION.

Principal Investment Strategies The Fund primarily invests in common stocks and
securities convertible into common stock of companies in the information
technology industry sector.

Companies in the information technology industries include companies that Elijah
Asset Management, LLC (EAM), the subadviser to the Fund, considers to be
principally engaged in the development, production, or distribution of products
or services related to the processing, storage, transmission, or presentation of
information or data. The following examples illustrate the wide range of
products and services provided by these industries:

o Computer hardware and software of any kind, including, for example,
semiconductors, minicomputers, and peripheral equipment.
o Telecommunications products and services.
o Multimedia products and services, including, for example, goods and services
used in the broadcast and media industries.
o Data processing products and services.
o Financial services companies that collect or disseminate market, economic, and
financial information.
o Internet companies and other companies engaged in, or providing products or
services for, e-commerce.

EAM considers a company to be principally engaged in the information technology
industries if at the time of investment at least 50% of the company's assets,
gross income, or net profits are committed to, or derived from, those
industries. EAM will also consider a company to be principally engaged in the
information technology industries if it has the potential for capital
appreciation primarily as a result of particular products, technology, patents,
or other market advantages in those industries.

In selecting stocks for the Fund, EAM looks at a company's valuation relative to
its potential long-term growth rate. EAM may look to see whether a company
offers a new or improved product, service, or business operation; whether it has
experienced a positive change in its financial or business condition; whether
the market for its goods or services has expanded or experienced a positive
change; and whether there is a potential catalyst for positive change in the
company's business or stock price. The Fund may sell a security if EAM
determines that the company has become overvalued due to price appreciation or
has experienced a change in its business fundamentals, if the company's growth
rate slows substantially, or if EAM believes that another investment offers a
better opportunity.

Principal Risks The principal risks of investing in the Fund are those generally
attributable to stock investing. These risks include sudden and unpredictable
drops in the value of the market as a whole and periods of lackluster or
negative performance. Stocks of smaller companies tend to be less liquid and
more volatile than stocks of larger companies. Further, stocks of smaller
companies also can be particularly sensitive to expected changes in interest
rates, borrowing costs and earnings.

Because the Fund's investments are concentrated in the information technology
industries, the Fund may be subject to more abrupt swings in value than a fund
which invests in a broader range of industries.

Investments in information technology companies may be highly volatile. Changes
in their prices may reflect changes in investor evaluation of a particular
product or group of products, of the prospects of a company to develop and
market a particular technology successfully, or of information technology
investments generally.

The Fund may experience difficulty in establishing or closing out positions in
these securities at prevailing market prices. Also, there may be less publicly
available information about small companies or less market interest in their
securities as compared to larger companies, and it may take longer for the
prices of the securities to reflect the full value of their issuers' earnings
potential or assets.

SHARES OF THE FUND WILL RISE AND FALL IN VALUE AND YOU COULD LOSE MONEY BY
INVESTING IN IT. THERE IS NO GUARANTY THE FUND WILL ACHIEVE ITS INVESTMENT
OBJECTIVE. SHARES OF THE FUND ARE NOT BANK DEPOSITS AND ARE NOT GUARANTEED,
ENDORSED OR INSURED BY ANY FINANCIAL INSTITUTION, THE FDIC OR ANY OTHER
GOVERNMENT AGENCY.

3
<PAGE>

FUND EXPENSES

The following tables describe the Fund's expenses. Shareholder Fees are paid
directly by shareholders. Annual Fund Operating Expenses are expressed as a
percentage of the Fund's average daily net assets, and are thus paid indirectly
by all Fund shareholders.

SHAREHOLDER FEES(1)
(fees paid directly from your investment)

Maximum Sales Maximum Deferred Sales
Charge (Load) on Purchases Charge (Load) (as a % of
(as a % of purchase price) gross redemption proceeds)

Class I None None
Class A 5.75% None(2)
Class B None 5.00%(3)
Class C None 1.00%(4)

ANNUAL FUND OPERATING EXPENSES(5)
(expenses that are deducted from Fund assets)

Distribution Total
Management (12b-1) and Other Operating
Fee Service Fees Expenses Expenses

Class I 1.05% 0.00% 0.45% 1.50%
Class A 1.05% 0.25% 0.45% 1.75%
Class B 1.05% 1.00% 0.45% 2.50%
Class C 1.05% 1.00% 0.45% 2.50%

(1) The Fund does not impose any sales charge (load) on reinvested dividends or
exchanges.

(2) A contingent deferred sales charge (CDSC) of up to 1.00% is assessed only on
certain redemptions of Class A shares that were purchased without a
front-end sales charge.

(3) The Fund charges a CDSC of 5.00% on shares redeemed in the first year,
declining to 1.00% on shares redeemed in the sixth year. No CDSC is charged
thereafter.

(4) The Fund charges a CDSC of 1.00% on shares redeemed in the first 18 months.
No CDSC is charged thereafter.

(5) Aeltus is contractually obligated, through December 31, 2000 to waive all or
a portion of its management fee and/or its administrative services fee
and/or reimburse a portion of the Fund's other expenses in order to ensure
that the Fund's total operating expenses do not exceed the percentage of the
Fund's average daily net assets reflected in the table under Total Operating
Expenses. An administrative services fee of 0.10% is included in Other
Expenses. The Fund commenced operations on March 1, 2000. Amounts reflected
in Other Expenses and Total Operating Expenses are estimated amounts for the
current fiscal year based on expenses of comparable funds. Actual expenses
may be greater or less than estimated.

4
<PAGE>

EXAMPLE

The following example is designed to help you compare the costs of investing in
the Fund with the costs of investing in other mutual funds. Using the annual
fund operating expenses percentages above, you would pay the following expenses
on a $10,000 investment, assuming a 5% annual return and redemption at the end
of each of the periods shown:

1 Year* 3 Years* 5 Years* 10 Years*
Class I $153 $ 474 $ 818 $1,791
Class A 743 1,094 1,469 2,519
Class B 753 1,079 1,531 2,652
Class C 353 779 1,331 2,836

* Aeltus is contractually obligated to waive fees and/or reimburse expenses
through December 31, 2000. Therefore, figures reflect a waiver/reimbursement
for the first year of the period.

THIS EXAMPLE SHOULD NOT BE CONSIDERED AN INDICATION OF PRIOR OR FUTURE EXPENSES.
ACTUAL EXPENSES FOR THE CURRENT YEAR MAY VARY FROM THOSE SHOWN.

Long-term shareholders may pay more than the economic equivalent of the maximum
sales charge permitted by the NASD, because of the distribution and shareholder
service (12b-1) fees. Registered representatives may receive different levels of
compensation depending on the class sold. Additional information regarding the
classes may be obtained by calling your investment professional.

<PAGE>

OTHER CONSIDERATIONS

In addition to the principal investments and strategies described on the
previous page, the Fund may also invest in other securities, engage in other
practices, and be subject to additional risks, as discussed below and in the
Statement of Additional Information (SAI).

Futures Contracts and Options The Fund may enter into futures contracts and use
options. The Fund primarily uses futures contracts and options to hedge against
price fluctuations or increase exposure to a particular asset class. To a
limited extent, the Fund also may use these instruments for speculation
(investing for potential income or capital gain).

o Futures contracts are agreements that obligate the buyer to buy and the seller
to sell a certain quantity of securities at a specific price on a specific
date.
o Options are agreements that give the holder the right, but not the obligation,
to purchase or sell a certain amount of securities or futures contracts during
a specified period or on a specified date.

The main risk of investing in futures contracts and options is that these
instruments can amplify a gain or loss, potentially earning or losing
substantially more money than the actual cost of the instrument. In addition,
while a hedging strategy can guard against potential risks for the Fund as a
whole, it adds to the Fund's expenses and may reduce or eliminate potential
gains. There is also a risk that a futures contract or option intended as a
hedge may not perform as expected.

Defensive Investing In response to unfavorable market conditions, the Fund may
make temporary investments that are not consistent with its principal investment
objective and policies.

MANAGEMENT OF THE FUND

Aeltus Investment Management, Inc., (Aeltus) 10 State House Square, Hartford,
Connecticut 06103-3602 serves as investment adviser to the Fund. Aeltus ensures
that the assets of the Fund are managed by EAM in accordance with the Fund's
investment objective and policies, subject to oversight by the Aetna Series
Fund, Inc. (Company) Board of Directors (Board). Aeltus has acted as adviser or
subadviser to mutual funds since 1994 and has managed institutional accounts
since 1972.

Advisory Fees For its services, Aeltus is entitled to receive an advisory fee as
set forth below. The advisory fee is expressed as an annual rate based on the
average daily net assets of the Fund.

Advisory Fee Average Daily Net Assets
1.05% On first $500 million
1.025% On next $500 million
1.00% Over $1 billion

EAM, 100 Pine St., Suite 420, San Francisco, California 94111, a Delaware
limited liability company, serves as subadviser to the Fund. Subject to such
policies as the Board or Aeltus may determine, EAM manages the Fund's assets in
accordance with the Fund's investment objective, policies, and limitations. EAM
makes investment decisions for the Fund as to those assets and places orders to
purchase and sell securities and other investments for the Fund.

Aeltus pays EAM a subadvisory fee at an annual rate of 0.50% of the Fund's
average daily net assets.

Portfolio Management Ronald E. Elijah, managing member of EAM, has been managing
the Fund since its inception. Prior to founding EAM in March, 1999, Mr. Elijah
was a portfolio manager with Robertson Stephens Investment Management.

Roderick R. Berry, a member of EAM, serves as co-portfolio manager of the Fund
and has served on the management team of the Fund since its inception. Prior to
joining EAM in March, 1999, Mr. Berry was a member of the Robertson Stephens
Investment Management research team. Prior to joining Robertson Stephens
Investment Management, Mr. Berry worked for USL Capital for six years as both an
investment officer and a financial manager.

6
<PAGE>

INVESTING IN THE FUND

OPENING AN ACCOUNT AND SELECTING A SHARE CLASS

How to Open an Account You may open an account either through your investment
professional or through the sponsor of your employer-sponsored retirement plan.
If you are opening an account through your investment professional, he or she
will guide you through the process of investing in the Fund. If you are
investing through a retirement plan, please refer to your plan materials.

Selecting a Class

CLASS I SHARES

o No front-end sales charge applies.
o No CDSC applies.
o No Distribution (12b-1) Fee applies.

Class I shares of the Fund are offered to:

o Certain retirement plans.
o 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).
o Shareholders holding Select Class shares of the Company at the time such
shares were redesignated as Class I shares, and their immediate family
members, as long as they maintain a shareholder account.
o Certain bank and independent trust companies investing on behalf of their
clients for which they charge trust or investment management fees.
o Members of the Board.
o NASD-registered representatives of Aeltus Capital, Inc. (ACI) or any
affiliated broker-dealer (including members of their immediate families).
o Other groups as may be approved by the Board from time to time.

CLASS A SHARES

o Front-end sales charge applies (at the time of purchase), which will vary
depending on the Fund and the size of your purchase.
o No CDSC applies, except in certain limited instances (see below).
o Distribution (12b-1) Fee of 0.25% applies.

Sales Charges: Class A Shares The table below shows the front-end sales charge
you will pay if you purchase Class A shares of the Fund in any amount up to $1
million.

THIS % IS DEDUCTED WHICH EQUALS THIS %
FOR SALES CHARGES OF YOUR INVESTMENT
WHEN YOU INVEST THIS AMOUNT

under $50,000 5.75% 6.10%

$50,000 or more but under $100,000 4.50 4.71

$100,000 or more but under $250,000 3.50 3.63

$250,000 or more but under $500,000 2.50 2.56

$500,000 or more but under $1,000,000 2.00 2.04

7
<PAGE>

Class A Shares Sales Charge Waivers Generally, no front-end sales charge applies
if you are buying Class A shares with money you received within the past 60 days
by redeeming Class A shares of another series of the Company on which a
front-end sales charge was paid or with money you received within the past 30
days by redeeming shares of another mutual fund on which you paid a front-end
sales charge. The Fund also waives the Class A front-end sales charge for
purchases made by certain types of investors. (See the SAI or call
1-800-367-7732 for additional details.)

CDSC on Class A Shares The Fund does not impose a CDSC on Class A shares
purchased with an aggregate investment in the Fund of less than $1 million. The
Fund may impose a CDSC on Class A shares purchased (i) with an aggregate
investment in the Company in excess of $1 million or (ii) by certain
participant-directed employee benefit plans. The CDSC on Class A shares will
apply only to shares for which a finder's fee is paid to investment
professionals pursuant to a distribution agreement with the Fund. The CDSC
imposed is as follows:

THIS % IS DEDUCTED FROM
WHEN YOU INVEST THIS AMOUNT YOUR PROCEEDS

$1 million but under $3 million Year 1 - 1.00%
Year 2 - 0.50%

$3 million but under $20 million Year 1 - 0.50%
Year 2 - 0.50%

$20 million or greater Year 1 - 0.25%
Year 2 - 0.25%

CLASS B SHARES

o No front-end sales charge applies.
o CDSC applies (if you sell your shares within six years of purchase).
o Distribution (12b-1) Fee of 0.75% applies.
o Service Fee of 0.25% applies.
o Automatic conversion to Class A shares after eight years.

ORDERS FOR CLASS B SHARES FOR $250,000 OR MORE WILL BE TREATED AS ORDERS FOR
CLASS A SHARES.

Sales Charges: Class B Shares The Fund imposes a CDSC on redemptions, but not
exchanges, made within six years of purchase. The table below shows the
applicable CDSC based on the time invested.

Redemption During CDSC
1st year since purchase 5%
2nd year since purchase 4%
3rd year since purchase 3%
4th year since purchase 3%
5th year since purchase 2%
6th year since purchase 1%
7th year since purchase None

CLASS C SHARES

o No front-end sales charge applies.
o CDSC applies (if you sell your shares within 18 months of purchase).
o Distribution (12b-1) Fee of 0.75% applies.
o Service Fee of 0.25% applies.

Sales Charges: Class C Shares The Fund imposes a CDSC on redemptions made within
18 months of purchase. The CDSC imposed on redemptions is 1.00%.

OTHER POLICIES RELATING TO CHARGES AND FEES

Application of a CDSC To determine whether a CDSC is payable on any redemption,
the Fund will FIRST redeem shares not subject to any charge, and THEN shares
held longest during the CDSC period. The CDSC is assessed on an amount equal to
the lesser of the current market value or the original cost of the shares being
redeemed.

Unless otherwise specified, when you request to sell a stated dollar amount, the
Fund will redeem additional shares to cover any CDSC. For requests to sell a
stated number of shares, the Fund will deduct the amount of the CDSC, if any,
from the sale proceeds.

When the CDSC Does Not Apply The CDSC does not apply in certain situations,
including certain exchanges, certain retirement distributions, and certain
redemptions made because of disability or death. (See the SAI or call

1-800-367-7732 for additional details.)

Distribution (12b-1) Fees With respect to its Class A, Class B and Class C
shares, the Fund has adopted a plan that allows the Fund to pay fees for the
sale and distribution of Fund shares (Rule 12b-1 plan). The 12b-1 fees are paid
out of Fund assets on an ongoing basis, and as a result, over time, these fees
will increase the cost of your investment and may cost you more than paying
other types of sales charges. Some of the distribution (12b-1) fees are used to
compensate financial professionals who sell Fund shares.

Service Fee The Fund, with respect to its Class B and Class C shares, has
adopted a Shareholder Services Plan that allows the payment of a service fee.
The service fee is used primarily to pay selling dealers and their agents for
servicing and maintaining shareholder accounts.

8
<PAGE>

HOW TO BUY SHARES

<TABLE>
<CAPTION>
MINIMUM INVESTMENTS

INITIAL INVESTMENT ADDITIONAL INVESTMENTS

<S> <C> <C>
Individual Retirement Accounts $500 o $100 except by wire or Systematic
(including Roth IRAs) Investment
o $500 by wire
o $50 by Systematic Investment

All other investments $1,000 o $100 except by wire or Systematic
Investment
o $500 by wire
o $50 by Systematic Investment
</TABLE>

INSTRUCTIONS FOR BUYING FUND SHARES

PLEASE CONTACT YOUR INVESTMENT PROFESSIONAL OR CONSULT YOUR PLAN MATERIALS
REGARDING THE PURCHASE OF FUND SHARES. If you are purchasing Fund shares through
your investment professional, he or she will guide you through the process of
opening an account and purchasing additional shares, as follows.

<TABLE>
<CAPTION>
TO OPEN AN ACCOUNT TO PURCHASE ADDITIONAL SHARES
- --------------------------------------------------------------------------------

<S> <C> <C>
BY MAIL Complete and sign your Fill out the investment stub from your
application, make your check confirmation statement or send a letter
payable to Aetna Series Fund, indicating your name, account
Inc. and mail to: number(s), the Fund and the amount
you want to invest.
Aetna Series Fund, Inc.
c/o PFPC Inc. Make your check payable to Aetna
P.O. Box 9681 Series Fund, Inc. and mail to:
Providence, RI 02940
Aetna Series Fund, Inc.
Your check must be drawn on a c/o PFPC Inc.
bank located within the United P.O. Box 9663
States and payable in U.S. dollars. Providence, RI 02940
Cash, credit cards and third party
checks cannot be used to open Your check must be drawn on a bank
an account. located within the United States and
payable in U.S. dollars. The Fund will
accept checks which are made payable
to you and endorsed to Aetna Series
Fund, Inc.
</TABLE>

9
<PAGE>

<TABLE>
<CAPTION>
TO OPEN AN ACCOUNT TO PURCHASE ADDITIONAL SHARES
- ---------------------------------------------------------------------------------------------------

<S> <C> <C>
BY OVERNIGHT COURIER Follow the instructions above Follow the instructions above for
for "By Mail" but send your "By Mail" but send your check and
completed application and investment stub or letter to:
check to:
Aetna Series Fund, Inc.
Aetna Series Fund, Inc. c/o PFPC Inc.
c/o PFPC Inc. 4400 Computer Drive
4400 Computer Drive Westborough, MA 01581
Westborough, MA 01581

- ---------------------------------------------------------------------------------------------------
BY WIRE Not Available. Call 1-800-367-7732 prior to sending
the wire in order to obtain a
confirmation number.

Instruct your bank to wire funds to:

Boston Safe Deposit & Trust Company
ABA # 011001234

Credit to:
Boston Safe Deposit & Trust Company
Account # 176656

Further Credit to:
Name of Fund
Shareholder Account Number
Shareholder Registration

Federal funds wire purchase orders will
be accepted only when the Fund's transfer
agent and custodian bank are open for
business.

Neither the Fund nor its agents are responsible
for the consequences of delays resulting from
the banking or Federal Reserve wire system or
from incomplete instructions.

</TABLE>

10
<PAGE>

<S> <C> <C>
BY ELECTRONIC Not Available. Use the Systematic Investment Option.
FUNDS TRANSFER Sign up for this service when opening
your account or by requesting the
appropriate information.

- ------------------------------------------------------------------------------------------------------------------------------------
BY EXCHANGE Submit a written request to the Submit a written request to the address
address listed above under listed above under "By Mail." Include:
"By Mail." Include: o Your name and account number.
o Your name and account number. o The names of the Fund and series of
o The names of the Fund and the Company into and out of which you
series of the Company into wish to exchange.
and out of which you wish o The amount to be exchanged and the
to exchange. signatures of all shareholders.
o The amount to be exchanged
and the signatures of all You may also exchange your shares by
shareholders. calling 1-800-367-7732. Please be
prepared to provide:
You may also exchange your o Your account number(s).
shares by calling 1-800-367-7732. o Your Social Security number or
Please be prepared to provide: taxpayer identification number.
o Your account number(s). o Your address.
o Your Social Security number or o The amount to be exchanged.
taxpayer identification number.
o Your address.
o The amount to be exchanged.
</TABLE>

<PAGE>

HOW TO SELL SHARES

To redeem all or a portion of the shares in your account, you should submit a
redemption request through your investment professional, plan sponsor or as
described below. Your investment professional may charge you a fee for selling
your shares.

Redemption requests may be made in writing or, in amounts up to $50,000, by
telephone. The Company requires a signature guarantee if the amount of the
redemption request is over $50,000. You may obtain a signature guarantee at most
banks and securities dealers. Please note that notaries public cannot provide
signature guarantees.

Once your redemption request is received in good order as described below, the
Fund normally will send the proceeds of such redemption within one or two
business days. However, if making immediate payment could adversely affect the
Fund, the distribution may be deferred for up to seven days or a longer period
if permitted. If you redeem shares of the Fund shortly after purchasing them,
the Fund will hold payment of redemption proceeds until a purchase check or
systematic investment clears, which may take up to 12 calendar days. A
redemption request made within 15 calendar days after submission of a change of
address is permitted only if the request is in writing and is accompanied by a
signature guarantee.

REDEMPTIONS BY MAIL You may redeem shares you own in the Fund by sending
written instructions to:

Aetna Series Fund, Inc.
c/o PFPC Inc.
P.O. Box 9681
Providence, RI 02940

Your instructions should identify:
o The Fund.
o The number of shares or dollar amount to be redeemed.
o Your name and account number.

Your instructions must be signed by all person(s)
required to sign for the Fund account, exactly as the
shares are registered, and, if necessary, accompanied
by a signature guarantee(s).

- --------------------------------------------------------------------------------
REDEMPTIONS BY WIRE A minimum redemption of $1,000 is required for wire
transfers. Redemption proceeds will be transferred by
wire to your previously designated bank account or to
another destination if the federal funds wire
instructions provided with your redemption request are
accompanied by a signature guarantee. A $12 fee will
be charged for this service.

- --------------------------------------------------------------------------------
REDEMPTIONS BY TELEPHONE Call 1-800-367-7732. Please be prepared to provide your
account number, account name and the amount of the
redemption, which generally must be no less than $500
and no more than $50,000.

12
<PAGE>

TIMING OF REQUESTS

Orders that are received by the Fund's transfer agent, or as otherwise provided
below, before the close of regular trading on the New York Stock Exchange
(usually 4:00 p.m. eastern time) will be processed at the Net Asset Value (NAV)
calculated that business day (adjusted for the front-end sales charge or CDSC,
if applicable). Orders received after the close of regular trading on the New
York Stock Exchange will be processed at the NAV calculated on the following
business day (adjusted for the front-end sales charge or CDSC, if applicable).

The Company may appoint certain financial intermediaries and institutions
(Institutions) as parties that may accept purchase and redemption orders on
behalf of the Company. If you purchase or redeem shares in connection with
programs offered by these Institutions, and the Institution receives your order
before the close of regular trading on the New York Stock Exchange, your shares
will be purchased or redeemed at the NAV determined that business day, subject
to the applicable front-end sales charge or CDSC.

Institutions may be authorized to designate other intermediaries to accept
purchase and redemption orders on the Company's behalf, subject to the Company's
approval. In that case, the Company will be deemed to have received a purchase
or redemption order when the Institution's authorized designee accepts the
order.

Institutions may charge you fees or assess other charges for the services they
provide to their customers. These fees or charges are retained by the
Institution and are not remitted to the Company.

Investors purchasing through an Institution should refer to the Institution's
materials for a discussion of any specific instructions on the timing of or
restrictions relating to the purchase or redemption of shares.

OTHER INFORMATION ABOUT SHAREHOLDER ACCOUNTS AND SERVICES

Business Hours The Fund is open on the same days as the New York Stock Exchange
(generally, Monday through Friday). Fund representatives are available from 8:00
a.m. to 8:00 p.m. eastern time Monday through Friday.

Net Asset Value The NAV of the Fund is determined as of the close of regular
trading on the New York Stock Exchange (normally 4:00 p.m. eastern time).

In calculating the NAV, securities are valued primarily by independent pricing
services using market quotations. Short-term debt securities maturing in less
than 60 days are valued using amortized cost. Securities for which market
quotations are not readily available are valued at their fair value, subject to
procedures adopted by the Board.

Exchange Privileges Please contact your investment professional or consult your
plan materials regarding exchange privileges. There is no fee to exchange shares
from the Fund to another series of the Company. When you exchange shares, your
new shares will be in the equivalent class of your current shares. For Class B
and Class C shares, any CDSC that applies to your current shares will apply to
the new shares. The CDSC will be calculated from the date of your original
purchase.

There are no limits on the number of exchanges you can make. However, the Fund
may suspend or terminate your exchange privilege if you make more than five
exchanges out of the Fund in any calendar year, and the Fund may refuse to
accept any exchange request, especially if as a result of the exchange, in
Aeltus' judgment, it would be too difficult to invest effectively in accordance
with the Fund's investment objective.

The Fund is not designed for professional market timing organizations or other
entities using programmed or frequent exchanges. The Fund reserves the right to
reject any specific purchase or exchange request, including a request made by a
market timer.

Cross Investing

o DIVIDEND INVESTING You may elect to have dividend and/or capital gains
distributions automatically invested in the same class of shares of another
series of the Company.

o SYSTEMATIC EXCHANGE You may establish an automatic exchange of shares from the
Fund to another series of the Company.

Please contact your investment professional or consult your plan materials
regarding exchange privileges.

Telephone Exchange and Redemption Privileges

You automatically receive telephone exchange and redemption privileges when you
establish your account. If you do not want these telephone privileges, you may
call 1-800-367-7732 to have them removed. All telephone transactions may be
recorded, and you will be asked for certain identifying information.

13
<PAGE>

Telephone redemption requests will be accepted if the request is for a minimum
of $500 or a maximum of $50,000. Telephone redemption requests will not be
accepted if you:

o Have submitted a change of address within the preceding 15 calendar days.
o Are selling shares in a retirement plan account held in trust.

The Fund reserves the right to amend telephone exchange and redemption
privileges at any time upon notice to shareholders and may refuse a telephone
exchange or redemption if the Fund believes it is advisable to do so.

Minimum Account Balance You must maintain a minimum balance of $500 in the Fund.
If you do not, the Fund may give you 60 days' notice to increase the account
balance to the $500 minimum. If you fail to increase your account balance to the
minimum, the Fund may redeem all of your remaining shares and mail the proceeds
to you at the address of record. The Fund will not redeem shares for failing to
maintain an adequate account balance if the account balance falls below the
minimum balance only because the value of Fund shares has decreased.

Additional Services The Fund offers the following additional investor services.
The Fund reserves the right to terminate or amend these services at any time.
For all of the services, certain terms and conditions apply. Please contact your
investment professional, consult your plan materials, see the SAI or call
1-800-367-7732 for additional details.

o SYSTEMATIC INVESTMENT You can make automatic monthly investments in the Fund.

o LETTER OF INTENT If you agree to purchase a specific amount of Class A shares
of one or more series of the Company over a period of up to 13 months, the
front-end sales charge will be calculated at the rate that would have been
charged had you purchased the entire amount all at once. You may qualify for a
reduced front-end sales charge by notifying us of your intent by completing
and returning to us the relevant portion of your application. After the Letter
of Intent is filed, each additional investment will be entitled to the
front-end sales charge applicable to the level of investment indicated on the
Letter of Intent.

o RIGHT OF ACCUMULATION/CUMULATIVE QUANTITY DISCOUNTS To determine if you may
pay a reduced front-end sales charge on Class A purchases, you may add the
amount of your current purchase to the cost or current value, whichever is
higher, of other Class A shares of the Fund or other series of the Company
owned by you, your family and your company (if you are the sole owner).

o AUTOMATIC CASH WITHDRAWAL PLAN The Automatic Cash Withdrawal Plan provides a
convenient way for you to receive a systematic distribution while maintaining
an investment in the Fund.

o TDD SERVICE Telecommunication Device for the Deaf (TDD) services are offered
for hearing impaired investors. The dedicated number for this service is
1-800-688-4889.

o TAX-DEFERRED RETIREMENT PLANS The Fund may be used for investment by a variety
of tax-deferred retirement plans, such as individual retirement accounts
(IRAs, including Roth IRAs) and certain programs sponsored by employers (such
as 401(k) and 403(b)(7) plans). There is no minimum investment or minimum
account balance applicable to investments in 403(b)(7) accounts except that a
rollover from a 403(b)(7) account must be for at least $500. Purchases made in
connection with IRAs and 403(b)(7) accounts may be subject to an annual
custodial fee of $10.00 for each account registered under the same taxpayer
identification number. This fee will be deducted directly from your
account(s). The custodial fee will be waived for IRAs and 403(b)(7) accounts
registered under the same taxpayer identification number having an aggregate
balance over $30,000 at the time such fee is scheduled to be deducted.

Payments to Securities Dealers and Selection of Executing Brokers From time to
time, ACI or its affiliates may make payments to other dealers and/or their
registered representatives who may or may not be affiliates of Aetna, who sell
shares or who provide shareholder services. The value of a shareholder's
investment will be unaffected by these payments.

Aeltus or EAM may consider the sale of shares of the Fund and of other
investment companies or series thereof advised by Aeltus as a factor in the
selection of brokerage firms to execute the Fund's portfolio transactions,
subject to Aeltus' or EAM's duty to obtain best execution.

14
<PAGE>

DIVIDENDS AND DISTRIBUTIONS

Dividends Dividends are declared and paid annually.

Capital gains distributions, if any, are paid on an annual basis in December. To
comply with federal tax regulations, the Fund may also pay an additional capital
gains distribution, usually in June.

Both income dividends and capital gains distributions are paid by the Fund on a
per share basis. As a result, at the time of this payment, the share price of
the Fund will be reduced by the amount of the payment.

Distribution Options When completing your application, you must select one of
the following three options for dividends and capital gains distributions:

o FULL REINVESTMENT Both dividends and capital gains distributions from the Fund
will be reinvested in additional shares of the same class of shares of the
Fund. This option will be selected automatically unless one of the other
options is specified.

o CAPITAL GAINS REINVESTMENT Capital gains distributions from the Fund will be
reinvested in additional shares of the same class of shares of the Fund and
all net income from dividends will be distributed in cash.

o ALL CASH Dividends and capital gains distributions will be paid in cash. If
you select a cash distribution option, you can elect to have distributions
automatically invested in shares of another series of the Company.

Distributions paid in shares will be credited to your account at the next
determined NAV per share.

TAX INFORMATION

o In general, dividends and short-term capital gains distributions you receive
from the Fund are taxable as ordinary income.
o Distributions of other capital gains generally are taxable as capital gains.
o Ordinary income and capital gains are taxed at different rates.
o The rates that you will pay on capital gains distributions will depend on how
long the Fund holds its portfolio securities. This is true no matter how long
you have owned your shares in the Fund or whether you reinvest your
distributions or take them as cash.
o The sale of shares in your account may produce a gain or loss, and typically
is a taxable event. For tax purposes, an exchange is the same as a sale.

Every year, the Fund will send you information detailing the amount of ordinary
income and capital gains distributed to you for the previous year. You should
consult your tax professional for assistance in evaluating the tax implications
of investing in the Fund.

Backup Withholding By law, the Fund must withhold 31% of your distributions and
proceeds if you have not provided complete, correct taxpayer information.

15
<PAGE>

PERFORMANCE OF SIMILARLY MANAGED FUND

The Fund is recently organized and does not yet have a long-term performance
record. However, the Fund has an investment objective, policies and strategies
substantially similar to a series of an investment company registered under the
Investment Company Act of 1940 (1940 Act) that is subadvised by EAM (Similar
Fund). Therefore, the performance of the Similar Fund is provided below. The
performance of the Fund will vary over time and its investments will not be
identical to the past portfolio investments of the Similar Fund.

The Similar Fund has been managed since its inception by Mr. Elijah and Mr.
Berry, the portfolio managers for the Fund.

The results shown below for the Similar Fund reflect the reinvestment of
dividends and distributions, and were calculated in the same manner which will
be used by the Fund to calculate its own performance. All Similar Fund
performance data:

o Was calculated on a total return basis and includes all dividends and
interest, accrued income and realized and unrealized gains and losses.
o Reflects the deduction of the historical fees and expenses paid by the Similar
Fund, and not those paid by the Fund.
o Includes cash and cash equivalents.

The following table shows average annual total returns for the periods ended
December 31, 1999 for the Similar Fund and its benchmark index. The Goldman
Sachs Technology Index returns shown below are based on price appreciation and
do not assume reinvestment of dividends and distributions. Investors should not
consider the historical performance of the Similar Fund to be an indication of
the future performance of the Fund.

1 YEAR SINCE INCEPTION
The Information Age Fund
(Similar Fund) 126.22% 42.46% (11/15/95)

Goldman Sachs
Technology Index 88.58% 48.28% (11/15/95)

ADDITIONAL INFORMATION

The SAI, which is incorporated by reference into this Prospectus, contains
additional information about the Fund.

You may request free of charge the current SAI or other information about the
Fund, by calling 1-800-238-6254 or writing to:

Aetna Series Fund, Inc.
10 State House Square
Hartford, Connecticut 06103-3602

The SEC also makes available to the public reports and information about the
Fund. Certain reports and information, including the SAI, are available on the
EDGAR Database on the SEC's web site (http://www.sec.gov) or at the SEC's public
reference room in Washington, D.C. You may call 1-202-942-8090 to get
information about the operations of the public reference room. You may obtain
copies of reports and other information about the Fund, after paying a
duplicating fee, by sending an E-mail request to: [email protected], or by
writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.

Investment Company Act File No. 811-6352.

16
<PAGE>

AETNA SERIES FUND, INC.

AETNA SMALL COMPANY FUND

PROSPECTUS

March 1, 2000

Aetna Series Fund, Inc. is an open-end investment company authorized to issue
multiple series of shares. This prospectus offers shares of Aetna Small Company
Fund (Fund).

<PAGE>

TABLE OF Contents

THE FUND'S INVESTMENTS 3
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND RISKS,
INVESTMENT PERFORMANCE 3

FUND EXPENSES 5

OTHER CONSIDERATIONS 7

MANAGEMENT OF THE FUND 7

INVESTING IN THE FUND 8
OPENING AN ACCOUNT AND SELECTING A SHARE CLASS 8
HOW TO BUY SHARES 11
HOW TO SELL SHARES 14
TIMING OF REQUESTS 15
OTHER INFORMATION ABOUT SHAREHOLDER ACCOUNTS AND SERVICES 15
DIVIDENDS AND DISTRIBUTIONS 17
TAX INFORMATION 17

FINANCIAL HIGHLIGHTS 18

ADDITIONAL INFORMATION 20

2
<PAGE>

THE Fund's INVESTMENTS

INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES
AND RISKS, INVESTMENT PERFORMANCE

Investment Objective Seeks GROWTH OF CAPITAL primarily through investment in a
diversified portfolio of common stocks and securities convertible into common
stocks of companies with smaller market capitalizations.

Principal Investment Strategies Under normal market conditions, the Fund invests
at least 65% of its total assets in common stocks and securities convertible
into common stock of small-capitalization companies, defined as:

o The 2,000 smallest of the 3,000 largest U.S. companies (as measured by market
capitalization).
o All companies not included above that are included in the Standard & Poor's
SmallCap 600 Index or the Russell 2000 Index.
o Companies with market capitalizations lower than any companies included in
the first two categories.

For purposes of the 65% policy, the largest company in which the Fund intends to
invest currently has a market capitalization of approximately $1.5 billion.

In managing the Fund, Aeltus Investment Management, Inc. (Aeltus), the
investment adviser to the Fund, will:

o Invest in stocks that it believes have the potential for long-term growth, as
well as those that appear to be trading below their perceived value.
o Use internally developed quantitative computer models to evaluate financial
characteristics (for example, changes in earnings, earnings estimates and
price momentum) of over 2,000 companies. Aeltus analyzes these characteristics
in an attempt to identify companies whose perceived value is not reflected in
the stock price.
o Consider the potential of each company to create or take advantage of unique
product opportunities, its potential to achieve long-term sustainable growth
and the quality of its management.

Other risks include:

o Stocks of smaller companies carry higher risks than stocks of larger
companies. This is because smaller companies may lack the management
experience, financial resources, product diversification, and competitive
strengths of larger companies.
o In many instances, the frequency and volume of trading in small cap stocks are
substantially less than stocks of larger companies. As a result, the stocks of
smaller companies may be subject to wider price fluctuations and/or may be
less liquid.
o When selling a large quantity of a particular stock, the Fund may have to sell
at a discount from quoted prices or may have to make a series of small sales
over an extended period of time due to the more limited trading volume of
smaller company stocks.
o Stocks of smaller companies can be particularly sensitive to expected changes
in interest rates, borrowing costs and earnings.

3
<PAGE>

[GRAPHIC OMITTED]

INVESTMENT PERFORMANCE
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,

<S> <C> <C> <C> <C> <C> <C>
YEAR-BY-YEAR TOTAL RETURN (CLASS I) 1994 1995 1996 1997 1998 1999

1.30% 48.17% 13.62% 33.28% 1.27% 31.01%

[arrow up] BEST QUARTER:
fourth quarter 1999, up 24.61%

[arrow down] WORST QUARTER
third quarter 1998, down 18.17%
</TABLE>

The performance bar chart shows changes in the Fund's performance from year to
year. The fluctuation in returns illustrates the Fund's performance volatility.
The chart is accompanied by the Fund's best and worst quarterly returns
throughout the years noted in the bar chart.

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1999
AVERAGE ANNUAL TOTAL RETURN 1 YEAR 5 YEARS SINCE INCEPTION INCEPTION DATE
<S> <C> <C> <C> <C> <C>
Class I 31.01% 24.38% 20.23% 01/04/94
Class A* 23.08% 22.26% 18.36% 01/04/94
Class B* 24.65% 22.95% 18.95% 01/04/94
Class C* 28.58% 23.11% 19.01% 01/04/94
Russell 2000 Index** 21.26% 16.69% 13.37% 01/03/94
</TABLE>

The table for the Fund shows its average annual total return. The table also
compares the Fund's performance to the performance of a broad-based securities
market index. The index is a widely recognized, unmanaged index of securities.
The Fund's past performance is not necessarily an indication of how it will
perform in the future.

The performance table and bar chart provide an indication of the historical risk
of an investment in the Fund. All figures assume reinvestment of dividends and
distributions.

- ----------
* On February 2, 1998, the Fund redesignated Adviser Class shares as Class A
shares. The Fund introduced Class B and Class C shares on March 1, 1999 and June
30, 1998, respectively. For periods prior to the Class A inception date, Class A
performance is calculated using the performance of Class I shares, and deducting
the Class A front-end sales charge and the internal fees and expenses of the
Adviser Class shares. For periods prior to the Class B and Class C inception
dates, Class B and Class C performance is calculated using the performance of
Class I shares, and deducting the internal fees and expenses of the Class B and
Class C shares, respectively. All Class B share returns, and Class C share
1-year returns, reflect the deduction of the applicable contingent deferred
sales charge (CDSC) as described under "Opening an Account and Selecting a Share
Class."
** The Russell 2000 Index consists of the smallest 2,000 companies in the
Russell 3000 Index and represents approximately 10% of the Russell 3000
total market capitalization.

4
<PAGE>

FUND EXPENSES

SHAREHOLDER FEES(1)
(fees paid directly from your investment)

Maximum Sales Maximum Deferred Sales
Charge (Load) on Purchases Charge (Load) (as a % of
(as a % of purchase price) gross redemption proceeds)

Class I None None
Class A 5.75% None(2)
Class B None 5.00%(3)
Class C None 1.00%(4)

ANNUAL FUND OPERATING EXPENSES(5)
(expenses that are deducted from Fund assets)

Distribution Total
Management (12b-1) and Other Operating
Fee Service Fees Expenses Expenses

Class I 0.85% 0.00% 0.40% 1.25%
Class A 0.85% 0.25% 0.40% 1.50%
Class B 0.85% 1.00% 0.40% 2.25%
Class C 0.85% 1.00% 0.40% 2.25%

(1) The Fund does not impose any sales charge (load) on reinvested dividends or
exchanges.

(2) A contingent deferred sales charge (CDSC) of up to 1.00% is assessed only on
certain redemptions of Class A shares that were purchased without a
front-end sales charge.

(3) The Fund charges a CDSC of 5.00% on shares redeemed in the first year,
declining to 1.00% on shares redeemed in the sixth year. No CDSC is charged
thereafter.

(4) The Fund charges a CDSC of 1.00% on shares redeemed in the first 18 months.
No CDSC is charged thereafter.

(5) Aeltus is contractually obligated, through December 31, 2000, to waive all
or a portion of its management fee and/or its administrative services fee
and/or reimburse a portion of the Fund's other expenses in order to ensure
that the Fund's total operating expenses do not exceed the percentage of the
Fund's average daily net assets reflected in the table under Total Operating
Expenses. An administrative services fee of 0.10% is included in Other
Expenses. The expenses shown above are based on the year ended October 31,
1999.

5
<PAGE>

EXAMPLE

1 Year* 3 Years* 5 Years* 10 Years*
Class I $127 $ 397 $ 686 $1,511
Class A 719 1,022 1,346 2,263
Class B 728 1,003 1,405 2,396
Class C 328 703 1,205 2,585

* Aeltus is contractually obligated to waive fees and/or reimburse expenses
through December 31, 2000. Therefore, figures reflect this waiver/reimbursement
for the first year of the period.

THIS EXAMPLE SHOULD NOT BE CONSIDERED AN INDICATION OF PRIOR OR FUTURE EXPENSES.
ACTUAL EXPENSES FOR THE CURRENT YEAR MAY VARY FROM THOSE SHOWN.

6
<PAGE>

OTHER CONSIDERATIONS

Defensive Investing In response to unfavorable market conditions, the Fund may
make temporary investments that are not consistent with its principal investment
objective and policies.

Portfolio Turnover Portfolio turnover refers to the frequency of portfolio
transactions and the percentage of portfolio assets being bought and sold during
the year. For the fiscal year ended October 31, 1999, the Fund had a portfolio
turnover rate in excess of 150%. A high portfolio turnover rate increases the
Fund's transaction costs and may increase your tax liability.

MANAGEMENT OF THE FUND

Aeltus, 10 State House Square, Hartford, Connecticut 06103-3602 serves as
investment adviser to the Fund. Aeltus is responsible for managing the assets of
the Fund in accordance with its investment objective and policies, subject to
oversight by the Aetna Series Fund, Inc. (Company) Board of Directors (Board).
Aeltus has acted as adviser or subadviser to mutual funds since 1994 and has
managed institutional accounts since 1972.

Advisory Fees For the year ended October 31, 1999, Aeltus received an aggregate
advisory fee of 0.83%, as a percentage of the Fund's average net assets. That
fee reflects the fee waiver and expense reimbursement. See the Fund Operating
Expense table for the advisory fee (Management Fee) Aeltus was entitled to
receive.

Portfolio Management Thomas DiBella, Portfolio Manager, Aeltus, has been
managing the Fund since its inception in January 1994. Mr. DiBella joined Aeltus
in 1991 and is currently responsible for the management of several
small-capitalization portfolios.

7
<PAGE>

INVESTING IN THE FUND

OPENING AN ACCOUNT AND SELECTING A SHARE CLASS

Selecting a Class

CLASS I SHARES

o No front-end sales charge applies.
o No CDSC applies.
o No Distribution (12b-1) Fee applies.

Class I shares of the Fund are offered to:

o Certain retirement plans.
o Certain registered investment advisers having an agreement with the Company to
invest a minimum of $1 million within one year of initial purchase.
o 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).
o Insurance companies (including separate accounts).
o Registered investment companies.
o Shareholders holding Select Class shares of the Company at the time such
shares were redesignated as Class I shares, and their immediate family
members, as long as they maintain a shareholder account.
o Certain bank and independent trust companies investing on behalf of their
clients for which they charge trust or investment management fees.
o Members of the Board.
o NASD-registered representatives of Aeltus Capital, Inc. (ACI) or any
affiliated broker-dealer (including members of their immediate families).
o Other groups as may be approved by the Board from time to time.

CLASS A SHARES

o Front-end sales charge applies (at the time of purchase), which will vary
depending on the size of your purchase.
o No CDSC applies, except in certain limited instances (see below).
o Distribution (12b-1) Fee of 0.25% applies.

Sales Charges: Class A Shares The table below shows the front-end sales charge
you will pay if you purchase Class A shares of the Fund in any amount up to $1
million.

THIS % IS DEDUCTED WHICH EQUALS THIS %
FOR SALES CHARGES OF YOUR INVESTMENT
WHEN YOU INVEST THIS AMOUNT
under $50,000 5.75% 6.10%

$50,000 or more but under $100,000 4.50 4.71

$100,000 or more but under $250,000 3.50 3.63

$250,000 or more but under $500,000 2.50 2.56

$500,000 or more but under $1,000,000 2.00 2.04

8
<PAGE>

CDSC on Class A Shares The Fund does not impose a CDSC on Class A shares
purchased with an aggregate investment in the Company of less than $1 million.
The Fund may impose a CDSC on Class A shares purchased (i) with an aggregate
investment in the Company in excess of $1 million or (ii) by certain
participant-directed employee benefit plans. The CDSC on Class A shares will
apply only to shares for which a finder's fee is paid to investment
professionals pursuant to a distribution agreement with the Fund. The CDSC
imposed for all Class A shares is as follows:

THIS % IS DEDUCTED FROM
WHEN YOU INVEST THIS AMOUNT YOUR PROCEEDS

$1 million but under $3 million Year 1 - 1.00%
Year 2 - 0.50%

$3 million but under $20 million Year 1 - 0.50%
Year 2 - 0.50%

$20 million or greater Year 1 - 0.25%
Year 2 - 0.25%

CLASS B SHARES

ORDERS FOR CLASS B SHARES FOR $250,000 OR MORE WILL BE TREATED AS ORDERS FOR
CLASS A SHARES.

Sales Charges: Class B Shares The Fund imposes a CDSC on redemptions, but not
exchanges, made within six years of purchase. The table below shows the
applicable CDSC based on the time invested.

9
<PAGE>

CLASS C SHARES

o No front-end sales charge applies.
o CDSC applies (if you sell your shares within 18 months of purchase).
o Distribution (12b-1) Fee of 0.75% applies.
o Service Fee of 0.25% applies.

Sales Charges: Class C Shares The Fund imposes a CDSC on redemptions made
within 18 months of purchase. The CDSC imposed on redemptions is 1.00%.

OTHER POLICIES RELATING TO CHARGES AND FEES

10
<PAGE>

HOW TO BUY SHARES

MINIMUM INVESTMENTS

INITIAL INVESTMENT ADDITIONAL INVESTMENTS

Individual Retirement Accounts $500 o $100 except by wire or
(including Roth IRAs) Systematic Investment
o $500 by wire
o $50 by Systematic Investment

All other investments $1,000 o $100 except by wire or
Systematic Investment
o $500 by wire
o $50 by Systematic Investment

INSTRUCTIONS FOR BUYING FUND SHARES

<TABLE>
<CAPTION>
TO OPEN AN ACCOUNT TO PURCHASE ADDITIONAL SHARES
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
BY MAIL Complete and sign your Fill out the investment stub from your
application, make your check confirmation statement or send a letter
payable to Aetna Series Fund, indicating your name, account
Inc. and mail to: number(s), the Fund and the amount
you want to invest.
Aetna Series Fund, Inc.
c/o PFPC Inc. Make your check payable to Aetna
P.O. Box 9681 Series Fund, Inc. and mail to:
Providence, RI 02940
Aetna Series Fund, Inc
Your check must be drawn on a c/o PFPC Inc.
bank located within the United P.O. Box 9663
States and payable in U.S. dollars. Providence, RI 02940
Cash, credit cards and third party
checks cannot be used to open Your check must be drawn on a bank
an account. located within the United States and
payable in U.S. dollars. The Fund will
accept checks which are made payable
to you and endorsed to Aetna Series
Fund, Inc.
</TABLE>

11
<PAGE>

<TABLE>
<CAPTION>
TO OPEN AN ACCOUNT TO PURCHASE ADDITIONAL SHARES
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
BY OVERNIGHT COURIER Follow the instructions above Follow the instructions above for
for "By Mail" but send your "By Mail" but send your check and
completed application and investment stub or letter to:
check to:
Aetna Series Fund, Inc.
Aetna Series Fund, Inc. c/o PFPC Inc.
c/o PFPC Inc. 4400 Computer Drive
4400 Computer Drive Westborough, MA 01581
Westborough, MA 01581
- ----------------------------------------------------------------------------------------------------------------------------------
BY WIRE Not Available. Call 1-800-367-7732 prior to sending
the wire in order to obtain a
confirmation number.

Instruct your bank to wire funds to:

Boston Safe Deposit & Trust Company
ABA # 011001234

Credit to:
Boston Safe Deposit & Trust Company
Account # 176656

Further Credit to:
Name of Fund
Shareholder Account Number
Shareholder Registration

Federal funds wire purchase orders will
be accepted only when the Fund's
transfer agent and custodian bank are
open for business.

Neither the Fund nor its agents are
responsible for the consequences of
delays resulting from the banking or
Federal Reserve wire system or from
incomplete instructions.
</TABLE>

12
<PAGE>

<TABLE>
<CAPTION>
TO OPEN AN ACCOUNT TO PURCHASE ADDITIONAL SHARES
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
BY ELECTRONIC Not Available. Use the Systematic Investment Option.
FUNDS TRANSFER Sign up for this service when opening
your account or by requesting the
appropriate information.
- ----------------------------------------------------------------------------------------------------------------------------------
BY EXCHANGE Submit a written request to the Submit a written request to the address
address listed above under listed above under "By Mail." Include:
"By Mail." Include: o Your name and account number.
o Your name and account number. o The names of the Fund and series of
o The names of the Fund and series the Company into and out of which you
of the Company into and out of wish to exchange.
which you wish to exchange. o The amount to be exchanged and the
o The amount to be exchanged signatures of all shareholders.
and the signatures of all
shareholders. You may also exchange your shares by
calling 1-800-367-7732. Please be
You may also exchange your prepared to provide:
shares by calling 1-800-367-7732. o Your account number(s).
Please be prepared to provide: o Your Social Security number or
o Your account number(s). taxpayer identification number.
o Your Social Security number or o Your address.
taxpayer identification number. o The amount to be exchanged.
o Your address.
o The amount to be exchanged.
</TABLE>

13
<PAGE>

HOW TO SELL SHARES

REDEMPTIONS BY MAIL You may redeem shares you own in the Fund by sending
written instructions to:

Aetna Series Fund, Inc.
c/o PFPC Inc.
P.O. Box 9681
Providence, RI 02940

Your instructions should identify:
o The Fund.
o The number of shares or dollar amount to be redeemed.
o Your name and account number.

Your instructions must be signed by all person(s)
required to sign for the Fund account, exactly as the
shares are registered, and, if necessary, accompanied by
a signature guarantee(s).
- --------------------------------------------------------------------------------
REDEMPTIONS BY WIRE A minimum redemption of $1,000 is required for wire
transfers. Redemption proceeds will be transferred by
wire to your previously designated bank account or to
another destination if the federal funds wire
instructions provided with your redemption request are
accompanied by a signature guarantee. A $12 fee will be
charged for this service.
- --------------------------------------------------------------------------------
REDEMPTIONS BY Call 1-800-367-7732. Please be prepared to provide your
TELEPHONE account number, account name and the amount of the
redemption, which generally must be no less than $500
and no more than $50,000.

14
<PAGE>

TIMING OF REQUESTS

Institutions may charge you fees or assess other charges for the services they
provide to their customers. These fees or charges are retained by the
Institution and are not remitted to the Company.

OTHER INFORMATION ABOUT SHAREHOLDER ACCOUNTS AND SERVICES

Net Asset Value The NAV of the Fund is determined as of the close of regular
trading on the New York Stock Exchange (normally 4:00 p.m. eastern time).

Cross Investing

o DIVIDEND INVESTING You may elect to have dividend and/or capital gains
distributions automatically invested in the same class of shares of another
series of the Company.

o SYSTEMATIC EXCHANGE You may establish an automatic exchange of shares from the
Fund to another series of the Company.

Please contact your investment professional or consult your plan materials
regarding your ability to engage in cross investing.

Telephone Exchange and Redemption Privileges You automatically receive telephone
exchange and redemption privileges when you establish your account. If you do
not want these telephone privileges, you may call 1-800-367-7732 to have them
removed. All telephone transactions may be recorded, and you will be asked for
certain identifying information.

15
<PAGE>

Telephone redemption requests will be accepted if the request is for a minimum
of $500 or a maximum of $50,000. Telephone redemption requests will not be
accepted if you:

o Have submitted a change of address within the preceding 15 calendar days.
o Are selling shares in a retirement plan account held in trust.

o SYSTEMATIC INVESTMENT You can make automatic monthly investments in the Fund.

o LETTER OF INTENT If you agree to purchase a specific amount of Class A shares
of one or more series of the Company over a period of up to 13 months, the
front-end sales charge will be calculated at the rate that would have been
charged had you purchased the entire amount all at once. You may qualify for a
reduced front-end sales charge by notifying us of your intent by completing
and returning to us the relevant portion of your application. After the Letter
of Intent is filed, each additional investment will be entitled to the front-
end sales charge applicable to the level of investment indicated on the Letter
of Intent.

o AUTOMATIC CASH WITHDRAWAL PLAN The Automatic Cash Withdrawal Plan provides a
convenient way for you to receive a systematic distribution while maintaining
an investment in the Fund.

o TDD SERVICE Telecommunication Device for the Deaf (TDD) services are offered
for hearing impaired investors. The dedicated number for this service is
1-800-688-4889.

Aeltus may consider the sale of shares of other investment companies or series
thereof advised by Aeltus as a factor in the selection of brokerage firms to
execute the Fund's portfolio transactions, subject to Aeltus' duty to obtain
best execution.

<PAGE>

DIVIDENDS AND DISTRIBUTIONS

Dividends Dividends are declared and paid annually.

Capital gains distributions, if any, are paid on an annual basis in December. To
comply with federal tax regulations, the Fund may also pay an additional capital
gains distribution, usually in June.

Both income dividends and capital gains distributions are paid by the Fund on a
per share basis. As a result, at the time of this payment, the share price of a
Fund will be reduced by the amount of the payment.

Distribution Options When completing your application, you must select one of
the following three options for dividends and capital gains distributions:

Distributions paid in shares will be credited to your account at the next
determined NAV per share.

TAX INFORMATION

Backup Withholding By law, the Fund must withhold 31% of your distributions and
proceeds if you have not provided complete, correct taxpayer information.

17
<PAGE>

FINANCIAL HIGHLIGHTS

These highlights are intended to help you understand the Fund's performance for
the past 5 years. Certain information reflects financial results for a single
Fund share. The total returns in the tables represent the rate an investor would
have earned (or lost) on an investment in the Fund (assuming reinvestment of all
dividends and distributions). The information in these tables has been audited
by KPMG LLP, independent auditors, whose reports, along with the Fund's
Financial Statements, are included in the Company's Annual Reports, which are
available upon request.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Class I
- ----------------------------------------------------------------------------------------------------------------------------------

Year Ended Year Ended Year Ended Year Ended Year Ended
October 31, October 31, October 31, October 31, October 31,
1999 1998 1997 1996 1995
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 10.43 $ 15.55 $ 14.67 $ 13.52 $ 10.39
- ----------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income 0.05 0.09 (0.06) (0.08) -
Net realized and change in unrealized gain or
loss on investments 2.08 (0.90) 4.45 2.64 3.15
- ----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations 2.13 (0.81) 4.39 2.56 3.15
- ----------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS:
From net investment income (0.04) - - - (0.02)
From net realized gains on investments (0.06) (4.31) (3.51) (1.41) -
- ----------------------------------------------------------------------------------------------------------------------------------
Total distributions (0.10) (4.31) (3.51) (1.41) (0.02)
- ----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 12.46 $ 10.43 $ 15.55 $ 14.67 $ 13.52
==================================================================================================================================

Total return 20.54% (7.47)% 37.80% 19.78% 30.39%
Net assets, end of period (000's) $51,423 $29,543 $22,661 $32,125 $33,511
Ratio of net expenses to average net assets 1.23%(2) 1.32% 1.58% 1.44% 1.41%
Ratio of net investment income to average
net assets 0.43% 0.46% (0.42)% (0.53)% (0.01)
Ratio of expenses before reimbursement and
waiver to average net assets 1.25% 1.43% 1.58% 1.44% 1.49%
Portfolio turnover rate 231.94% 211.87% 150.43% 163.21% 156.43%
</TABLE>

(1) Annualized.
(2) Aeltus has waived, and is contractually obligated through December 31, 2000
to waive, all or a portion of its fees and/or to reimburse a portion of the
Fund's other expenses.

Per share data calculated using weighted average number of shares outstanding
throughout the period.

18
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Class A Class B Class C
- ---------------------------------------------------------------------------- ---------------- ------------------------------------
Period From Period From
March 1, 1999 June 30, 1998
(Date of Initial (Date of Initial
Year Ended Year Ended Year Ended Year Ended Year Ended Public Offering) Year Ended Public Offering)
October 31, October 31, October 31, October 31, October 31, to October 31, October 31, to October 31,
1999 1998 1997 1996 1995 1999 1999 1998
- ---------------------------------------------------------------------------- ---------------- ------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 10.15 $ 15.20 $ 14.42 $ 13.39 $ 10.35 $ 10.69 $ 10.39 $ 12.11
- ---------------------------------------------------------------------------- ---------------- ------------------------------------

0.02 0.01 (0.16) (0.18) (0.11) (0.05) (0.07) (0.02)

2.02 (0.84) 4.36 2.62 3.15 1.73 2.07 (1.70)
- ---------------------------------------------------------------------------- ---------------- ------------------------------------
2.04 (0.83) 4.20 2.44 3.04 1.68 2.00 (1.72)
- ---------------------------------------------------------------------------- ---------------- ------------------------------------

(0.02) - - - - - (0.01) -
(0.06) (4.22) (3.42) (1.41) - - (0.06) -
- ---------------------------------------------------------------------------- ---------------- ------------------------------------
(0.08) (4.22) (3.42) (1.41) - - (0.07) -
- ---------------------------------------------------------------------------- ---------------- ------------------------------------
12.11 $ 10.15 $ 15.20 $ 14.42 $ 13.39 $ 12.37 $ 12.32 $ 10.39
============================================================================ ================ ====================================
20.16% (7.77)% 36.73% 19.02% 29.44% 15.72% 19.33% (14.21)%
$16,269 $ 9,089 $ 7,077 $ 3,884 $ 1,285 $ 129 $ 1,893 $ 1,118
1.48%(2) 1.63% 2.33% 2.20% 2.23% 2.23%(1)(2) 2.23%(2) 2.30%(1)

0.18% 0.15% (1.17)% (1.26)% (0.89)% (0.57)%(1) (0.57)% (0.52)%(1)

1.50% 1.74% - - 2.30% 2.25%(1) 2.25% 2.41%(1)
231.94% 211.87% 150.43% 163.21% 156.43% 231.94% 231.94% 211.87%
</TABLE>

<PAGE>

ADDITIONAL INFORMATION

The SAI, which is incorporated by reference into this Prospectus, contains
additional information about the Fund. The Fund's most recent annual and
semiannual reports also contain information about the Fund's investments, as
well as a discussion of the market conditions and investment strategies that
significantly affected its performance during the past fiscal year.

You may request free of charge the current SAI or the most recent annual and
semiannual reports, or other information about the Fund, by calling
1-800-238-6263 or writing to:

Aetna Series Fund, Inc.
10 State House Square
Hartford, Connecticut 06103-3602

Investment Company Act File No. 811-6352.