As filed with the Securities and Exchange File No. 33-41694
Commission on October 13, 1999 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. 35
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 45
AETNA SERIES FUND, INC.
-----------------------
10 State House Square SH11, Hartford, Connecticut 06103-3602
------------------------------------------------------------
(860) 275-2032
Amy R. Doberman, Counsel
Aeltus Investment Management, Inc.
10 State House Square SH11, Hartford, Connecticut 06103-3602
------------------------------------------------------------
(Name and Address of Agent for Service)
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:
X on December 12, 1999 pursuant to paragraph (a)(1)
----
<PAGE>
Parts A and B
The Class A, B and C Prospectus and the Class I Prospectus of Aetna Series Fund,
Inc. are incorporated into Part A of this Post-Effective Amendment No. 34 by
reference to the Fund's filing under Rule 497(j) under the Securities Act of
1933, as filed on March 1, 1999.
The Class A, B, C and I Prospectus Supplement of Aetna Series Fund, Inc. is
incorporated into Part A of this Post-Effective Amendment No. 34 by reference to
the Fund's filing under Rule 497(j) under the Securities Act of 1933, as filed
on August 2, 1999.
The Class A, B, C and I Statement of Additional Information of Aetna Series
Fund, Inc. is incorporated into Part B of this Post-Effective Amendment No. 34
by reference to the Fund's filing under Rule 497(j) under the Securities Act of
1933, as filed on August 2, 1999.
<PAGE>
AETNA SERIES FUND, INC.
CLASSES A, B, C
AND I
Supplement dated December __, 1999
THE INFORMATION IN THIS SUPPLEMENT FOR AETNA SERIES FUND, INC. AMENDS THE
INFORMATION CONTAINED IN THE CLASS A, CLASS B AND CLASS C PROSPECTUS AND THE
CLASS I PROSPECTUS, EACH DATED MARCH 1, 1999. THIS SUPPLEMENT SHOULD BE READ
WITH EACH PROSPECTUS AND THE PREVIOUSLY ISSUED CLASS A, B, C AND I SUPPLEMENT
DATED AUGUST 1, 1999.
EFFECTIVE JANUARY 1, 2000, AELTUS WILL ASSUME RESPONSIBILITY FROM BRADLEY,
FOSTER & SARGENT, INC. FOR THE DAILY MANAGEMENT OF VALUE OPPORTUNITY.
ACCORDINGLY, THE FOLLOWING CHANGES ARE EFFECTIVE JANUARY 1, 2000.
The sixth paragraph of the section entitled "The Funds' Investments - Investment
Objectives, Principal Investment Strategies and Risks, Investment Performance"
on page 3 of the Class A, Class B and Class C Prospectus, and the Class I
Prospectus is deleted.
The following replaces the second paragraph of the section entitled "The Funds'
Investments - Investment Objectives, Principal Investment Strategies and Risks,
Investment Performance - Aetna Value Opportunity Fund" on page 10 of the Class
A, Class B, and Class C Prospectus, and Class I Prospectus:
Principal Investment Strategies Under normal market conditions, Value
Opportunity invests at least 65% of its total assets in common stocks. In
managing Value Opportunity, Aeltus tends to invest in larger companies it
believes are trading below their real value, although it may invest in companies
of any size. Aeltus believes that Value Opportunity's investment objective can
best be achieved by investing in companies whose stock price has been
excessively discounted due to perceived problems. In searching for investments,
Aeltus evaluates financial and other characteristics of companies, attempting to
find those companies that appear to possess a catalyst for positive change, such
as strong management, solid assets, or market position, rather than those
companies whose stocks are simply inexpensive. Aeltus looks to sell a security
when company business fundamentals deviate from expectations or when stop-loss
levels are triggered.
The two paragraphs above the section entitled "Management of the Funds -
Portfolio Management" on page 35 of the Class A, Class B, and Class C
Prospectus, and on page 32 of the Class I Prospectus are deleted.
The following replaces the paragraph of the section entitled "Management of the
Funds - Value Opportunity" on page 35 of the Class A, Class B, and Class C
Prospectus, and on page 32 of the Class I Prospectus:
Value Opportunity The Fund is managed by a team of Aeltus equity investment
specialists.
THE FOLLOWING CHANGES ARE EFFECTIVE JANUARY 31, 2000.
The following replaces the paragraph of the section entitled "Management of the
Funds - Real Estate" on page 35 of the Class A, Class B, and Class C Prospectus,
and on page 32 of the Class I Prospectus:
Real Estate The Fund is managed by a team of Aeltus equity investment
specialists.
<PAGE>
The following replaces the section entitled "Management of the Funds -
Generation Funds" on page 36 of the Class A, Class B, and Class C Prospectus,
and on page 33 of the Class I Prospectus:
Ascent, Crossroads, Legacy Kevin M. Means, Managing Director, Aeltus, is the
lead portfolio manager for each Generation Fund and has been responsible for
determining the allocation of each Fund's investments since its inception in
January 1995. Mr. Means is supported by a team of investment professionals, each
of whom focuses on a particular asset class.
[Form No.] December 1999
2
<PAGE>
AETNA SERIES FUND, INC.
CLASS A, B, C AND I
Supplement dated December __, 1999
THE INFORMATION IN THIS SUPPLEMENT FOR AETNA SERIES FUND, INC. AMENDS THE
INFORMATION CONTAINED IN THE CLASS A, B, C AND I STATEMENT OF ADDITIONAL
INFORMATION ("STATEMENT") DATED AUGUST 1, 1999 AND SUPERCEDES THE SUPPLEMENT
PREVIOUSLY ISSUED. THIS SUPPLEMENT SHOULD BE READ WITH THE STATEMENT.
Effective January 1, 2000, the following replaces the first sentence of the
seventh paragraph of the section entitled "Investment Techniques and Risk
Factors - Call and Put Options" on page 8 of the Statement:
A Fund may purchase put options when Aeltus believes that a temporary defensive
position is desirable in light of market conditions, but does not desire to sell
a portfolio security.
Effective January 1, 2000, the following replaces the eighth sentence of the
first paragraph of the section entitled "Investment Techniques and Risk Factors
- - Forward Exchange Contracts" on page 10 of the Statement:
The success of cross hedging is dependent on many factors, including the ability
of Aeltus to correctly identify and monitor the correlation between foreign
currencies and the U.S. dollar.
Effective January 1, 2000, the following replaces the section entitled "Control
Persons and Principal Shareholders" on page 21 of the Statement:
As of October 31, 1999, Aetna Life Insurance and Annuity Company (Aetna), a
Connecticut corporation, and its affiliates, had the following interest in the
Funds, through direct ownership or through one of Aetna's separate accounts:
% Aetna and its affiliates
------------------------------------------
Class I Class A Class B Class C
------- ------- ------- -------
Aetna Bond Fund % % % %
Aetna Government Fund % % % %
Aetna High Yield Fund % % % %
Aetna Index Plus Bond Fund % % % %
Aetna Index Plus Large Cap Fund % % % %
Aetna Index Plus Mid Cap Fund % % % %
Aetna Index Plus Small Cap Fund % % % %
Aetna International Fund % % % %
Aetna Mid Cap Fund % % % %
Aetna Money Market Fund % % % %
Aetna Real Estate Securities Fund % % % %
Aetna Small Company Fund % % % %
Aetna Value Opportunity Fund % % % %
Aetna Ascent Fund % % % %
Aetna Crossroads Fund % % % %
Aetna Legacy Fund % % % %
Aetna Growth Fund % % % %
Aetna Growth and Income Fund % % % %
Aetna Balanced Fund % % % %
Shares of the Funds held beneficially by Aetna and its affiliates are voted in
the same proportion as shares held by non-Aetna shareholders of that Fund.
As of October 31, 1999, officers and Directors owned less than 1% of the
outstanding shares of any of the Funds.
Aetna (like Aeltus) is an indirect wholly-owned subsidiary of Aetna Retirement
Services, Inc., which is in turn an indirect
<PAGE>
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 section entitled "The Subadvisory Agreement" on pages 25 and 26 of the
Statement is deleted.
The following information is added to the end of the section entitled
"Distributions and Shareholder Servicing Arrangements - Other Payments to
Securities Dealers" on pages 30 and 31 of the Statement:
From time to time, ACI or its affiliates may make payments to other dealers
and/or their agents, who may not be affiliates of Aetna, who sell shares or who
provide shareholder services.
In addition, ACI or its affiliates may, from time to time, make payments to
clearing firms that offer networking services which make the Funds available to
their customers. Such payments will not exceed 0.10% of a Fund's average daily
net assets.
The value of a shareholder's investment will be unaffected by these payments.
December 1999
[Form No.]
2
<PAGE>
PART C
OTHER INFORMATION
-----------------
Item 23. Exhibits
- -----------------
(a.1) Articles of Amendment and Restatement (September 2, 1997)(1)
(a.2) Articles of Amendment (October 29, 1997)(2)
(a.3) Articles Supplementary (October 29, 1997)(2)
(a.4) Articles of Amendment (January 26, 1998)(3)
(a.5) Articles Supplementary (June 25, 1998)(4)
(a.6) Articles Supplementary (December 22, 1998)(5)
(a.7) Articles Supplementary (July 12, 1999)(6)
(a.8) Certificate of Correction (September 22, 1999(7)
(a.9) Articles Supplementary (September 27, 1999)(7)
(b) By-laws (as amended September 13, 1994)(8)
(c) Instruments Defining Rights of Holders (set forth in the
Articles of Amendment and Restatement)(1)
(d.1) 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,
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(5)
(d.2) Investment Advisory Agreement between Aeltus Investment
Management, Inc. and Aetna Series Fund, Inc., on behalf of Aetna
Principal Protection Fund I(6)
(d.3) Investment Advisory Agreement between Aeltus Investment
Management, Inc. and Aetna Series Fund, Inc., on behalf of Aetna
Principal Protection Fund II(7)
(d.4) Investment Advisory Agreement between Aeltus Investment
Management, Inc. and Aetna Series Fund, Inc., on behalf of
Brokerage Cash Reserves(6)
(e.1) Underwriting Agreement between Aeltus Capital, Inc. and Aetna
Series Fund, Inc.(7)
(e.2) Master Selling Dealer Agreement(3)
(f) Directors' Deferred Compensation Plan (1)
(g.1) Custodian Agreement - Mellon Bank, N.A. (September 1, 1992)(8)
(g.2) Amendment to Custodian Agreement - Mellon Bank, N.A. (May 11,
1994)(2)
(g.3) Amendment to Custodian Agreement - Mellon Bank, N.A. (September
14, 1994)(8)
(g.4) Amendment to Custodian Agreement - Mellon Bank, N.A. (October 11,
1996)(9)
<PAGE>
(g.5) Amendment to Custodian Agreement - Mellon Bank, N.A. (January 29,
1998)(3)
(g.6) Amendment to Custodian Agreement - Mellon Bank, N.A. (July 26,
1999)(6)
(g.7) Amendment to Custodian Agreement - Mellon Bank, N.A. (July 26,
1999)(6)
(g.8) Amendment to Custodian Agreement - Mellon Bank, N.A. (October 4,
1999)(7)
(g.9) Custodian Agreement - Brown Brothers Harriman & Company (Aetna
International Fund) (December 12, 1991)(10)
(h.1) 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(5)
(h.2) Amendment to Administrative Services Agreement between Aeltus
Investment Management, Inc. and Aetna Series Fund, Inc. on
behalf of Aetna Principal Protection Fund I(6)
(h.3) Amendment to Administrative Services Agreement between Aeltus
Investment Management, Inc. and Aetna Series Fund, Inc. on
behalf of Aetna Principal Protection Fund II(7)
(h.4) Amendment to Administrative Services Agreement between Aeltus
Investment Management, Inc. and Aetna Series Fund, Inc. on
behalf of Brokerage Cash Reserves(6)
(h.5) License Agreement(8)
(h.6) Transfer Agent Agreement(4)
(h.7) Amendment No. 1 to the Transfer Agency and Services Agreement(11)
(h.8) Amendment No. 2 to the Transfer Agency and Services Agreement(11)
(h.9) Amendment No. 3 to the Transfer Agency and Services Agreement(5)
(h.10) Amendment No. 4 to the Transfer Agency and Services Agreement(7)
(h.11) Form of Amendment No. 5 to the Transfer Agency and Services
Agreement
(h.12) Financial Guaranty Agreement between Aetna Series Fund, Inc., on
behalf of Aetna Principal Protection Fund I, and MBIA(7)
(h.13) Form of Custodian Service Agreement
(h.14) Form of Custodian Monitoring Agreement
(i) Opinion and Consent of Counsel
(j) Consent of Independent Auditors*
(k) Not applicable
(l) Initial Capital Agreement(11)
(m.1) Distribution Plan (Class A)(7)
(m.2) Distribution Plan (Class C)(5)
(m.3) Distribution Plan (Class B)(7)
(m.4) Distribution Plan (Brokerage Cash Reserves)(6)
(m.5) Shareholder Service Plan (Class C)(5)
<PAGE>
(m.6) Shareholder Service Plan (Class B)(7)
(m.7) Shareholder Service Plan (Brokerage Cash Reserves)(6)
(n) Not applicable
(o) Multiple Class Plan(7)
(p.1) Power of Attorney (November 6, 1998)(11)
(p.2) Authorization for Signatures(12)
*To be filed by amendment
1. Incorporated herein by reference to Post-Effective Amendment No. 24 to
Registration Statement on Form N-1A (File No. 33-41694), as filed with the
Securities and Exchange Commission on January 16, 1998.
2. Incorporated herein by reference to Post-Effective Amendment No. 23 to
Registration Statement on Form N-1A, (File No. 33-41694), as filed with the
Securities and Exchange Commission on November 3, 1997.
3. Incorporated herein by reference to Post-Effective Amendment No. 25 to
Registration Statement on Form N-1A, (File No. 33-41694), as filed with the
Securities and Exchange Commission on April 24, 1998.
4. Incorporated herein by reference to Post-Effective Amendment No. 26 to
Registration Statement on Form N-1A (File No. 33-41694), as filed with the
Securities and Exchange Commission on June 29, 1998.
5. Incorporated herein by reference to Post-Effective Amendment No. 30 to
Registration Statement on Form N-1A (File No. 33-41694), as filed with the
Securities and Exchange Commission on February 25, 1999.
6. Incorporated herein by reference to Post-Effective Amendment No. 32 to
Registration Statement on Form N-1A (File No. 33-41694), as filed with the
Securities and Exchange Commission on July 29, 1999.
7. Incorporated herein by reference to Post-Effective Amendment No. 34 to
Registration Statement on Form N-1A (File No. 33-41694), as filed with the
Securities and Exchange Commission on October 6, 1999.
8. Incorporated herein by reference to Post-Effective Amendment No. 1 to
Registration Statement on Form N-1A, (File No. 33-85620), as filed with the
Securities and Exchange Commission on June 28, 1995.
9. Incorporated herein by reference to Post-Effective Amendment No. 16 to
Registration Statement on Form N-1A (File No. 33-41694), as filed with the
Securities and Exchange Commission on December 10, 1996.
10. Incorporated herein by reference to Post-Effective Amendment No. 14 to
Registration Statement on Form N-1A (File No. 33-41694), as filed with the
Securities and Exchange Commission on September 20, 1996.
11. Incorporated herein by reference to Post-Effective Amendment No. 29 to
Registration Statement on Form N-1A (File No. 33-41694), as filed with the
Securities and Exchange Commission on December 17, 1998.
12. Incorporated herein by reference to Post-Effective Amendment No. 2 to
Registration Statement on Form N-1A (File No. 333-05173), as filed with the
Securities and Exchange Commission on September 26, 1997.
<PAGE>
Item 24. Persons Controlled by or Under Common Control
- ------------------------------------------------------
Registrant is a Maryland corporation for which separate financial
statements are filed. As of August 31, 1999, Aetna Life Insurance and
Annuity Company (Aetna), and its affiliates, had the following interest
in the series of the Registrant, through direct ownership or through one
of Aetna's separate accounts:
<TABLE>
<CAPTION>
% Aetna
----------------------------------------------------------------------------
Class I Class A Class B Class C
------- ------- ------- -------
<S> <C> <C> <C> <C>
Aetna Balanced Fund 21.32%
Aetna Bond Fund 56.45% 50.58%
Aetna Government Fund 79.20% 64.32%
Aetna Growth Fund 14.62%
Aetna Growth and Income Fund 14.51%
Aetna High Yield Fund 98.95% 16.97% 62.20%
Aetna Index Plus Bond Fund 99.75% 6.88% 30.25% 33.05%
Aetna Index Plus Large Cap Fund 40.27%
Aetna Index Plus Mid Cap Fund 98.24% 4.32% 21.12%
Aetna Index Plus Small Cap Fund 97.57% 4.38% 39.70%
Aetna International Fund 23.44% 39.79%
Aetna Mid Cap Fund 97.90% 16.55% 95.67% 72.08%
Aetna Money Market Fund 46.52%
Aetna Real Estate Securities Fund 94.78% 10.48% 71.51% 46.74%
Aetna Small Company Fund 53.33% 59.80%
Aetna Value Opportunity Fund 96.59% 12.81% 78.65% 43.64%
Aetna Ascent Fund 84.69% 94.64%
Aetna Crossroads Fund 90.51% 100.00%
Aetna Legacy Fund 82.03% 84.94%
</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 and a list which indicates the principal business of each
such company referenced in the diagram are incorporated herein by
reference to Item 26 of the Registration Statement on Form N-4 (File No.
333-87131), as filed with the Securities and Exchange Commission on
September 15, 1999.
Item 25. Indemnification
- ------------------------
Article 12, Section (d) of the Registrant's Articles of Amendment and
Restatement, incorporated herein by reference to Exhibit (a.1) to
Registrant's Registration Statement on Form N-1A (File No. 33-41694), as
filed on November 3, 1997, provides for indemnification of directors and
officers. In addition, the Registrant's
<PAGE>
officers and directors are covered under a directors and officers/errors
and omissions liability insurance policy issued by ICI Mutual Insurance
Company which expires October 1, 2002.
Section XI.B of the Administrative Services Agreement, incorporated
herein by reference to Exhibit (h.1) to Registrant's Registration
Statement on Form N-1A (File No. 33-41694), as filed on February 25,
1999, provides for indemnification of the Administrator.
Section 8 of the Underwriting Agreement, incorporated herein as Exhibit
(e.1) to Registrant's Statement on Form N-1A (File No. 33-41694), as
filed on October 6, 1999, 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 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 26. 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 (1940 Act)). It also acts as investment adviser to
certain private accounts.
<PAGE>
The following table summarizes the business connections of the directors and
principal officers of the Investment Adviser.
<TABLE>
<CAPTION>
- ------------------------------ ----------------------------------- ------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
with Investment Adviser Since Oct. 31, 1996/Addresses*
----------------------- ------------------------------
- ------------------------------ ----------------------------------- ------------------------------------------------------
<S> <C> <C>
John Y. Kim Director, President, Chief Director (February 1995 - March 1998) -- 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
Chief Operating Officer, Chief Retirement Services, Inc.; Director and Senior Vice
Financial Officer President (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.
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.
Catherine H. Smith Director Chief Financial Officer (since February 1998) --
Aetna Retirement Services, Inc.; Director, Senior
Vice President and Chief Financial Officer (since
February 1998) -- Aetna Life Insurance and Annuity
Company; Vice President, Strategy, Finance and
Administration, Financial Relations (September 1996
- February 1998) -- Aetna Inc.
Stephanie A. DeSisto Vice President
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------ ----------------------------------- ------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
with Investment Adviser Since Oct. 31, 1996/Addresses*
----------------------- ------------------------------
- ------------------------------ ----------------------------------- ------------------------------------------------------
<S> <C> <C>
Amy R. Doberman Vice President, General Counsel Counsel (since December 1996) -- Aetna Life
and Secretary Insurance and Annuity 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.
Neil Kochen Managing Director, Product Managing Director (since April 1996) -- Aeltus Trust
Development Company; Managing Director (since August 1996) --
Aeltus Capital, Inc.
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 (since August 1996) -- Aeltus
Investments Trust Company.
L. Charles Meythaler Managing Director, Director (since July 1997) -- Aeltus Trust Company;
Institutional Marketing Managing Director (since June 1997) -- Aeltus Trust
and Sales Company; President (June 1993 - April 1997) -- New
England Investment Association.
James Sweeney Managing Director, Fixed Income
Investments
</TABLE>
* Except with respect to Mr. McInerney and Ms. Smith, the principal
business address of each person named is 10 State House Square,
Hartford, Connecticut 06103-3602. The address of Mr. McInerney and Ms.
Smith is 151 Farmington Avenue, Hartford, Connecticut 06156.
Item 27. Principal Underwriters
- -------------------------------
(a) None
(b) The following are the directors and principal officers of Aeltus
Capital, Inc., the principal underwriter of the Registrant:
<PAGE>
<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, Chief Financial Officer
Brian K. Kawakami Director, Vice President, Chief Compliance None
Officer
Frank Litwin Director, Managing Director Vice President
Daniel F. Wilcox Vice President, Finance and Treasurer None
</TABLE>
*The principal business address of all directors and officers listed is
10 State House Square, Hartford, Connecticut 06103-3602.
(c) Not applicable.
Item 28. 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 10 State House
Square, Hartford, Connecticut 06103-3602.
Shareholder records are maintained by the transfer agent, First Data
Investor Services Group, Inc., 4400 Computer Drive, Westboro,
Massachusetts 01581.
Item 29. Management Services
- ----------------------------
Not applicable.
Item 30. Undertakings
- ---------------------
Not applicable.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, Aetna Series Fund, Inc. has duly caused this Registration
Statement to be signed on its behalf by the undersigned, duly authorized, in the
City of Hartford and State of Connecticut on the 13th day of October, 1999.
AETNA SERIES FUND, INC.
-------------------------------
Registrant
By J. Scott Fox*
----------------------------
J. Scott Fox
President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date(s) indicated.
Signature Title Date
- --------- ----- ----
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 ) October
- --------------------------- )
Maria T. Fighetti ) 13, 1999
)
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>
Corine T. Norgaard* Director )
- --------------------------- )
Corine T. Norgaard )
)
Richard G. Scheide* Director )
- --------------------------- )
Richard G. Scheide )
)
Stephanie A. DeSisto* Treasurer and Chief Financial Officer )
- --------------------------- )
Stephanie A. DeSisto (Principal Financial and Accounting )
Officer) )
By: /s/ Amy R. Doberman
---------------------------------------------------
*Amy R. Doberman
Attorney-in-Fact
*Executed pursuant to Power of Attorney dated November 6, 1998 and filed
with the Securities and Exchange Commission on December 17, 1998.
<PAGE>
Aetna Series Fund, Inc.
EXHIBIT INDEX
Exhibit No. Exhibit Page
----------- ------- ----
99-(h.11) Form of Amendment No. 5 to the Transfer
Agency and Services Agreement
---------------
99-(h.13) Form of Custodian Service Agreement
---------------
99-(h.14) Form of Custodian Monitoring Agreement
---------------
99-(i) Opinion and Consent of Counsel
---------------
Exhibit h.11
Form of Amendment No. 5
to the Transfer Agency and Services Agreement
<PAGE>
FORM OF
AMENDMENT No. 5
TO THE TRANSFER AGENCY AND SERVICES AGREEMENT
THIS AMENDMENT, dated as of October 7, 1999, is made to the Transfer
Agency and Services Agreement dated July 3, 1998 (the "Transfer Agent
Agreement") between AETNA SERIES FUND, INC. (the "Fund") and FIRST DATA INVESTOR
SERVICES GROUP, INC. ("Investor Services Group").
WITNESSETH
WHEREAS, the Fund has established a new series, Aetna Principal
Protection Fund II ("Series"); and
WHEREAS, the Fund and Investor Services Group desire to amend the
Agreement and Amendment No. 2 to include the Series;
NOW THEREFORE, it is agreed that Exhibit 1 to the Transfer Agent
Agreement and Amendment No. 2 to the Transfer Agent Agreement shall be amended
to include the Series.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
AETNA SERIES FUND, INC.
By: ___________________________________________
Title: ________________________________________
FIRST DATA INVESTOR SERVICES
GROUP, INC.
By: ___________________________________________
Title: ________________________________________
Exhibit h.13
Form of Custodian Service Agreement
<PAGE>
FORM OF
CUSTODIAN SERVICE AGREEMENT
THIS AGREEMENT made as of the ___ day of _______________, 1999 by
and among AETNA SERIES FUND, INC. ("Fund"), MBIA INSURANCE CORPORATION ("MBIA")
AND MELLON BANK, N.A. ("Mellon").
WHEREAS, the Fund intends to establish a separate series of the Fund,
Aetna Principal Protection Fund I ("Series"), with an obligation by the Fund, on
behalf of the Series, to repay the amount initially invested by each shareholder
in the Series on a date certain ("Repayment Obligation"); and
WHEREAS, the Fund, on behalf of the Series, has entered into a
Financial Guaranty Agreement with MBIA (the "Financial Guaranty Agreement")
whereby MBIA will issue a policy to support the Repayment Obligation ("Policy");
and
WHEREAS, in connection therewith, the Fund intends to open custody
accounts with Mellon under the terms of the Custodian Agreement (the "Custodian
Agreement") between the Fund and Mellon dated as of September 1, 1992, as
amended, on behalf of the Series, to hold the Series' portfolio investments; and
WHEREAS, under the terms of the Financial Guaranty Agreement, in
consideration of MBIA's issuing the Policy, the Fund, on behalf of the Series,
has agreed to a particular investment strategy and to provide an arrangement
whereby trades executed for the Series will be monitored for conformity with
certain guidelines; and
WHEREAS, the Fund and MBIA wish for Russell/Mellon Analytical Services,
LLC ("Russell/Mellon") to provide investment monitoring services in respect of
the
<PAGE>
Series, and Russell/Mellon is willing to perform such services upon the terms
and conditions of an Agreement of even date herewith.
WHEREAS, the Fund and MBIA wish for Mellon to provide trade execution
services in respect of the Series, and Mellon is willing to perform such
services upon the terms and conditions.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration the parties hereto agree to the following:
1. Construction.
-------------
Unless the context of this Agreement otherwise clearly
requires, references to the plural include the singular, the singular the plural
and the part the whole and "or" has the inclusive meaning sometimes represented
by the phrase "and/or." The words "hereof," "herein," "hereunder" and similar
terms in this Agreement refer to this Agreement as a whole and not to any
particular provision of this Agreement. The section and other headings contained
in this Agreement are for reference purposes only and shall not control or
affect the construction of this Agreement or the interpretation thereof in any
respect. Section, subsection, schedule, exhibit and attachment references are to
this Agreement unless otherwise specified.
2. Custody Services.
-----------------
The Fund, on behalf of the Series, will open with Mellon one
or more custody account(s) designated "Series" (such designated custody
account(s) hereinafter referred to as "Series Account"). The Series Account will
contain the appropriate
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designation in its title and will be operated subject to the terms of the
Custodian Agreement between Mellon and the Fund.
3. Notification of Event of Default/Trade Execution/Cure
-----------------------------------------------------
Notice/Obligation to Reject Trades.
-----------------------------------
If MBIA notifies Mellon, by giving a written notice to Mellon,
with a copy to the Fund, substantially in the format of Exhibit 1 hereto, that
an Event of Default under the Financial Guaranty Agreement has occurred and
remains uncured ("Event of Default Notice"), Mellon will promptly confirm
receipt of such notice, via phone contact and facsimile to the Fund.
After or concurrently with Mellon's receipt of an Event of
Default Notice and until the end of the related DK Period (as defined below),
MBIA shall be entitled to deliver to Mellon (with a copy to the Fund) trade
instructions in the format of Attachment 1 to Exhibit 1 (for manual trade
instructions) or in the format of Attachment 2 to Exhibit 1 (for electronic
instructions) with respect to the Series Account. MBIA shall deliver to Mellon,
with a copy to the Fund, a written notice of the cure of such default,
substantially in the format of Exhibit 2 hereto, promptly upon the occurrence of
such cure (the "Cure Notice").
From 12:01 a.m. eastern time on the Business Day (defined as a
day upon which the New York Stock Exchange is open for trading and is not a
Saturday or Sunday, and is neither a legal holiday nor a day on which banking
institutions are generally authorized or obligated by law or regulation to
close) immediately following the day upon which Mellon receives an Event of
Default Notice from MBIA until 12:01 a.m. eastern time on the Business Day
immediately following the day upon which Mellon
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<PAGE>
receives a Cure Notice from MBIA (a "DK Period"), Mellon shall reject and not
act upon any trade instructions issued directly by the Fund (or its investment
adviser) for the Series Account. With respect to the Series Account, Mellon
shall, upon the termination of a DK Period, revert to its normal method of
accepting trade instructions from the Fund (or its investment adviser) as
governed by the Custodian Agreement. Nothing herein shall be construed as
authorizing Mellon to reject for settlement securities transactions for which
trade instructions were issued prior to 12:01 a.m. eastern time on the Business
Day immediately following the day on which Mellon receives an Event of Default
Notice.
From the time Mellon receives an Event of Default Notice
through the end of the related DK period, Mellon is irrevocably authorized and
instructed (i) to act upon any and all trade instructions delivered by MBIA and
(ii) to execute the transactions set forth in such instructions through a broker
or dealer selected by Mellon for the Series Account. Mellon will promptly notify
the Fund, with a copy to MBIA, of trades executed as a result of instructions
received by MBIA. Such notification will be made via transmission of a trade
execution file to the extent possible (substantially in the format of Exhibit
5), by close of business on the date such trades are executed.
4. Delivery of Documents.
----------------------
The Fund and MBIA will promptly furnish to Mellon such copies,
properly certified or authenticated, of documents and other related information
that Mellon may reasonably request or require to properly discharge its duties
herein.
5. Fees and Expenses.
------------------
(a) As compensation for the services rendered to the Fund and
MBIA pursuant to this Agreement, the Fund, on behalf of the Series, shall pay
Mellon monthly
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<PAGE>
fees determined as set forth in Schedule A hereto. Such fees are to be billed
monthly and shall be due and payable upon receipt of the invoice. The Fund and
Mellon may agree, from time to time, to a change to the fees set forth in
Schedule A. Upon any termination of the provision of services under this
Agreement before the end of any month, the fee for the part of the month before
such termination shall be prorated according to the proportion which such part
bears to the full monthly period and shall be payable upon the date of such
termination.
(b) The Fund may request additional services, additional
processing, or special reports, with such specifications and requirements
documentation as may be reasonably required by the Fund or by Mellon. If Mellon
elects to provide such services or arrange for their provision, it shall be
entitled to additional fees and expenses at its customary rates and charges.
(c) All fees, out-of-pocket expenses, or additional charges of
Mellon shall be billed on a monthly basis and shall be due and payable by the
Fund, on behalf of the Series, upon receipt of the invoice.
(d) Mellon will render, after the close of each month in which
services have been furnished, a statement reflecting all of the charges for such
month. Charges remaining unpaid thirty (30) days after receipt of such statement
(with the exception of specific amounts which may be contested in good faith by
the Fund) shall bear interest in finance charges equivalent to Mellon's Prime
Rate as announced from time to time plus two (2) percent per annum and all costs
and expenses of effecting collection of any such sums, including reasonable
Attorney' fees, shall be paid by the Fund, on behalf of the Series, to Mellon.
5
<PAGE>
(e) In the event that the Fund, on behalf of the Series, is
more than sixty (60) days delinquent in its payments of monthly billings in
connection with this Agreement (with the exception of specific amounts which may
be contested in good faith by the Fund), this Agreement may be terminated upon
sixty (60) days' written notice to the Fund and MBIA by Mellon. The Fund must
notify Mellon in writing of any contested amounts, with a copy to MBIA, within
thirty (30) days of receipt of a billing for such amounts. Disputed amounts are
not due and payable while they are being investigated. MBIA reserves the right
to pay the delinquent amounts thereby eliminating Mellon's right to terminate
the Agreement under this subsection.
6. Limitation of Liability and Indemnification
-------------------------------------------
(a) In undertaking the performance of its obligations
hereunder, Mellon shall not be liable for any loss, damage or expense suffered
by the Fund, the Series or MBIA in connection with the matters to which this
Agreement relates or the services provided hereunder except for general damages
solely caused by or resulting from willful misfeasance, bad faith or negligence
on the part of Mellon, its officers, employees or agents, in the performance of
its or their duties under this Agreement. "General damages" means only those
damages as directly and necessarily result from such act or omission without
reference to any special conditions or circumstances of the Fund, the Series or
MBIA. In no event shall Mellon be liable for any indirect, special or
consequential losses or damages of any kind whatsoever (including but not
limited to lost profits), even if Mellon has been advised of the likelihood of
such losses or damages and regardless of the form of action through which any
such losses or damages may be claimed.
6
<PAGE>
(b) Mellon shall not be responsible for, and the Fund shall
indemnify and hold Mellon, its officers, employees and agents (collectively
"Mellon and its agents") harmless from and against any and all losses, damages,
costs, reasonable attorneys' fees and expenses, incurred by Mellon or its
agents, in the performance of its/their duties hereunder, including but not
limited to those arising out of or attributable to:
(i) any and all actions of Mellon and its agents
required to be taken pursuant to this Agreement;
(ii) the reliance on or use by Mellon and/or its
agents of information, records, or documents which are
received by Mellon and/or its agents and furnished to it or
them by or on behalf of the Fund, the Series or MBIA in
accordance with this Agreement, and which have been prepared
or maintained by the Fund, the Series or MBIA or any third
party on behalf of either the Fund, the Series or MBIA;
(iii) The Fund's or MBIA's refusal or failure to
comply with the terms of this Agreement or any agreement
between the Series, the Fund and MBIA relating to the matters
herein, or the Fund's, the Series', or MBIA's lack of good
faith, or its actions, or lack thereof, involving negligence
or willful misfeasance;
(iv) any delays, inaccuracies, errors in or omissions
from information or data provided to Mellon or its agents by
MBIA or the Series or the Fund or provided to Mellon or its
agents by data or corporate action services or vendors;
(v) the offer or sale of shares by the Fund, the
Series or MBIA
7
<PAGE>
in violation of any requirement under the Federal securities
laws or regulations or the securities laws or regulations of
any state, or in violation of any stop order or other
determinations or ruling by any Federal agency or any state
agency with respect to the offer or sale of such shares in
such state (1) resulting from activities, actions, or
omissions by the Fund, the Series or MBIA, or (2) existing or
arising out of activities, actions or omissions by or on
behalf of the Fund, the Series or MBIA prior to the effective
date of this Agreement;
(vi) all actions, omissions, or errors caused by
third parties to whom Mellon, its agents, the Fund on behalf
of the Series, or MBIA has assigned any rights and/or
delegated any duties under this Agreement at the request of or
as required by the Fund or MBIA; and
(vii) Mellon and its agents acting upon electronic or
written trade instructions given by MBIA pursuant to Section
3; provided that, in no event shall Mellon or its agents be
indemnified for its or their negligence, bad faith or willful
misfeasance in carrying out its or their duties hereunder.
(c) MBIA shall indemnify and hold Mellon, and its agents
harmless from and against any and all losses, damages, costs, reasonable
attorneys' fees and expenses, incurred by Mellon and its agents insofar as such
losses, damages or costs arise out of, or are based upon, wrongful exercise by
MBIA of its rights under the Financial Guaranty Agreement to give instructions
to Mellon pursuant to Section 3 hereof;
8
<PAGE>
provided that, in no event shall Mellon or its agents be indemnified for its or
their negligence, bad faith or willful misfeasance in carrying out its duties
hereunder.
(d) In performing its services hereunder, Mellon and its
agents shall be entitled to rely only on written instructions (oral instructions
are not permitted), notices or other communications, including electronic
transmissions, bearing or purporting to bear the manual or facsimile signature
of any person from the Series, the Fund or MBIA (an "Authorized Person") named,
and in the capacity identified, in lists (naming those persons who may authorize
the transactions in Sections 2 and 3) which are attached hereto as Exhibit 3
(for the Fund) and Exhibit 4 (for MBIA). Any changes to such lists will be
furnished to Mellon from time to time in writing and given in the manner set
forth in Section 13 hereof and will be signed by an officer of either the Fund
or MBIA, as appropriate, who shall provide Mellon with evidence of his or her
authority to make such changes. Each of the Fund, in Exhibit 3, and MBIA, in
Exhibit 4, will provide Mellon with authenticated specimen signatures of each
Authorized Person, and each of the Fund, on behalf of the Series, and MBIA shall
indemnify Mellon and its agents for any loss or expense caused by reliance upon
such authenticated specimen signatures which Mellon and its agents acting in
good faith believe to be genuine, valid and authorized, and shall be indemnified
by each of the Fund and MBIA as appropriate for any loss or expense caused by
such reliance. In addition, in performing its services hereunder, Mellon and its
agents also shall be entitled to consult with and rely on the advice and
opinions of legal counsel retained by Mellon or the Fund or MBIA, as necessary
or appropriate, including Mellon's in-house counsel, and Mellon shall not be
liable for any action taken, suffered or omitted by it in accordance with the
advice of such counsel.
9
<PAGE>
(e) In the event that Mellon or its agents shall receive
instructions, claims or demand from the Fund, the Series, or MBIA which, in
Mellon's opinion, conflict with any of the provisions of this Agreement, Mellon
shall notify the Fund, the Series, or MBIA, as the case may be, of such conflict
and shall be entitled to refrain from taking any action and its sole obligation
shall be to keep safely all assets in the Series Account until it shall receive
instructions, claims or demands from such party which, in Mellon's opinion,
conform to the provisions of this Agreement.
(f) The duties and responsibilities of Mellon hereunder shall
be determined solely by the express provisions of this Agreement, except that
the settlement and safekeeping of assets in the Series Account shall be governed
by the terms of the Custodian Agreement between Mellon and the Fund. Should
there by any conflict between the terms of the Custodian Agreement and the terms
of this Agreement regarding the services set forth in Section 3 of this
Agreement, the terms of this Agreement shall govern.
(g) Mellon shall have no responsibility to make
recommendations with respect to the purchase, retention or sale of assets
relating to the Series Account or to maintain any insurance on assets in the
Series Account for the benefit of MBIA or the Series.
(h) Mellon shall have no responsibility for any act or
omission, or for the solvency or insolvency, or notice to Mellon or any of its
affiliates or agents of the solvency or insolvency, of any broker (other than a
Mellon affiliate selected by Mellon pursuant to Section 3 hereof to execute the
trade instructions provided by MBIA).
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<PAGE>
(i) Any liability of the Fund under this Agreement with
respect to the Series, or in connection with the transactions contemplated
herein with respect to the Series, shall be discharged only out of the assets of
the Series, and no other series of the Fund shall be liable with respect
thereto.
7. Term.
-----
This Agreement shall become effective immediately and shall
terminate on the earlier of the termination date under the Custodian Agreement
or October 6, 2004, unless earlier terminated by any party hereto on 90 days'
written notice to the other parties. Upon termination of this Agreement, the
Fund, on behalf of the Series, shall pay to Mellon such compensation and any
out-of-pocket or other reimbursable expenses which may become due or payable
under the terms hereof as of the date of termination or after the date that the
provision of services ceases, whichever is later.
8. Representations.
----------------
(a) The Fund, on behalf of the Series, represents and warrants
that the Fund has directed the Series' investment adviser to comply with the
Guidelines and purchase for such accounts only assets conforming to the
Guidelines.
(b) Each of the parties hereto represents and warrants that:
(i) it has the legal right, power and authority to execute, deliver and perform
this Agreement and to carry out all of the transactions contemplated hereby;
(ii) it has obtained all necessary authorizations, (iii) the execution, delivery
and performance of this Agreement and the carrying out of any of the
transactions contemplated hereby will not be in conflict with,
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<PAGE>
result in a breach of or constitute a default under any agreement or other
instrument to which it is a party or which is otherwise known to it; (iv) it
does not require the consent or approval of any governmental agency or
instrumentality, except any such consents and approvals which it has obtained;
and (v) the execution and delivery of this Agreement by it will not violate any
law, regulation, charter, by-law, order of any court or governmental agency or
judgment applicable to it.
9. Notices.
--------
Any notice required or permitted hereunder shall be in writing
and shall be deemed effective on the date of personal delivery (by private
messenger, courier service or otherwise) or upon confirmed receipt of telex or
facsimile or other electronic system acceptable to Mellon, whichever occurs
first, or upon receipt if by mail to the parties at the following address (or
such other address as a party may specify by notice to the others):
If to the Fund or the Series:
Aetna Series Fund, Inc./Series
10 State House Square
Hartford, CT 06103-3602
Attention: Counsel
Phone: (860) 275-2032
Fax: (860) 275-2158
with copies to:
Attention: Stephanie A. DeSisto
Phone: (860) 275-3413
Fax: (860) 275-2084
Attention: Michael J. Sheridan
Phone: (860) 275-3896
Fax: (860) 616-4565
12
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If to MBIA:
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
13
<PAGE>
Attention: Mr. Kevin Loescher
Phone: (914) 765-3933
Fax: (914) 765-3161
If to Mellon:
One Mellon Bank Center
15th Floor
Pittsburgh, PA 15258
Attention: William M. Kincaid
Phone: 412-236-1315
Fax: 412-234-8725
10. Waiver.
-------
The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
11. Amendments.
-----------
This Agreement may be modified or amended from time to time by
mutual written agreement of the parties hereto. No provision of this Agreement
may be changed, discharged, or terminated orally, but only by an instrument in
writing signed by the parties.
12. Severability.
-------------
If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all others persons and circumstances.
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<PAGE>
13. Governing Law.
--------------
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to laws as to
conflicts of laws, and shall be binding on all the parties hereto and their
respective successors and assigns. The Fund, MBIA and Mellon hereby irrevocably
submit to the exclusive jurisdiction of the state and federal courts in the
State and County of New York for the purposes of any suit, action or other
proceedings arising out of this Agreement. The Fund, MBIA and Mellon hereby
irrevocably waive any objection on the ground of venue, forum non conveniens, or
any similar grounds, and irrevocably consent to service of process by mail or in
any manner permitted by New York law, and irrevocably waive their respective
rights to any jury trial. The headings of the sections hereof are included for
convenience of reference only and do not form a part of this Agreement.
14. Benefit of the Parties.
-----------------------
This Agreement is for the exclusive benefit of the parties
hereto and shall not be relied upon by or create any beneficial interest in any
person not a party hereto including any shareholders of the Fund.
15. Counterparts.
-------------
This Agreement may be executed by the parties in a number of
counterparts each of which shall be an original and together shall constitute
one and the same agreement.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
AETNA SERIES FUND, INC.
By: _____________________________
Name: ___________________________
Title: __________________________
MBIA INSURANCE CORPORATION
By: _____________________________
Name: ___________________________
Title: __________________________
MELLON BANK, N.A.
By: _____________________________
Name: ___________________________
Title: __________________________
16
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SCHEDULE A
FEES AND EXPENSES
-----------------
<PAGE>
EXHIBIT 1
EVENT OF DEFAULT NOTICE
<PAGE>
EXHIBIT 1 - ATTACHMENT 1
MANUAL TRADE INSTRUCTIONS
<PAGE>
EXHIBIT 2
CURE NOTICE
<PAGE>
EXHIBIT 3
AUTHORIZED PERSONS - AETNA SERIES FUND, INC.
<PAGE>
EXHIBIT 4
AUTHORIZED PERSONS AND SIGNATURE SAMPLES - MBIA INSURANCE CORPORATION
<PAGE>
EXHIBIT 5
TRADE EXECUTION NOTIFICATION FILE
Exhibit h.14
Form of Custodian Monitoring Agreement
<PAGE>
FORM OF
CUSTODIAN MONITORING AGREEMENT
------------------------------
THIS AGREEMENT made as of the __ day __________1999 by and among AETNA
SERIES FUND, INC. (the "Fund"), MBIA INSURANCE CORPORATION ("MBIA") and
RUSSELL/MELLON ANALYTICAL SERVICES, LLC ("Russell/Mellon").
WHEREAS, the Fund intends to establish a separate series of the
Fund, Aetna Principal Protection Fund I (the "Series"), with an obligation by
the Fund, on behalf of the Series, to repay the amount initially invested by
each shareholder in the Series on a date certain ("Repayment Obligation"); and
WHEREAS, the Fund, on behalf of the Series, has entered into a
Financial Guaranty Agreement with MBIA (the "Financial Guaranty Agreement")
whereby MBIA will issue a policy to support the Repayment Obligation (the
"Policy"); and
WHEREAS, in connection therewith, the Fund intends to open custody
accounts with Mellon Bank, N.A. (in its capacity as custodian, "Mellon") under
the terms of the Custodian Agreement (the "Custodian Agreement") between the
Fund and Mellon dated as of September 1, 1992, as amended, on behalf of the
Series, to hold the Series' portfolio investments; and
WHEREAS, under the terms of the Financial Guaranty Agreement, in
consideration of MBIA's issuing the Policy, the Fund, on behalf of the Series,
has agreed to a particular investment strategy and to provide an arrangement
whereby trades executed on behalf of the Series will be monitored for conformity
with certain guidelines; and
WHEREAS, the Fund and MBIA wish for Russell/Mellon to provide
investment monitoring services in respect of the Series, and Russell/Mellon is
willing to perform such services upon the following terms and conditions.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration the parties hereto agree to the following:
1. Construction.
------------
Unless the context of this Agreement otherwise clearly requires,
references to the plural include the singular, the singular the plural and the
part the whole and "or" has the inclusive meaning sometimes represented by the
phrase "and/or". The words "hereof," "herein," "hereunder" and similar terms in
this Agreement refer to this Agreement as a whole and not to any particular
provision of this Agreement. The section and other headings contained in this
Agreement are for reference purposes only and shall not control or affect the
construction of this Agreement or the interpretation thereof in any respect.
Section, subsection, schedule, exhibit and attachment references are to this
Agreement unless otherwise specified.
2. Monitoring Services.
-------------------
The Fund will open with Mellon one or more custody accounts, each
designated "Series" (each such designated custody account hereinafter referred
to as a "Series Account"). Each Series Account will contain the appropriate
designation in its title and will be operated subject to the terms of the
Custodian Agreement. Russell/Mellon will monitor the assets delivered to each
Series Account for conformity with the guidelines set forth in Schedule A
attached hereto entitled Conforming Assets Guidelines (the "Guidelines"). For
purposes of this
<PAGE>
Agreement, Russell/Mellon will only be responsible for performing conforming
assets tests on assets that are traded through the Series Accounts and shall not
be responsible for monitoring the continuing compliance with the Guidelines of
assets held in the Series Accounts. In order to carry out the conforming assets
tests, Russell/Mellon will rely on the trade information that Mellon receives
from the Fund on behalf of the Series and from broker confirmations tendered by
brokers to Mellon through The Depository Trust Company's Institutional Delivery
Confirmation System ("DTC ID"). Such trade information must be complete,
properly formatted and provided to Mellon in a timely manner. Russell/Mellon
shall perform the conforming asset tests with respect to each asset added to the
Series Account promptly after receipt of the related trade information and in
any event within one business day of such receipt by Mellon. If by applying the
conforming assets tests to the Series Accounts an instance of noncompliance with
the Guidelines is noted, Russell/Mellon will notify MBIA and the Fund promptly
of such noncompliance in writing via facsimile transmission. Once Russell/Mellon
has notified the Fund and MBIA as to the existence of noncompliance,
Russell/Mellon shall have no further obligation or duty to the Fund, the Series
or MBIA to monitor the trade, or to report its cure.
3. Delivery of Documents.
---------------------
The Fund and MBIA will promptly furnish to Russell/Mellon such
copies, properly certified or authenticated, of documents and other related
information that Russell/Mellon may reasonably request or require to properly
discharge its duties herein.
4. Fees and Expenses.
-----------------
(a) As compensation for the services rendered hereunder, the Fund,
on behalf of the Series, shall pay to Mellon, as billing and collection agent
for Russell/Mellon, the monthly fees determined as set forth in Schedule A to
the Custodian Service Agreement of even date herewith among the Fund, MBIA and
Mellon. Such fees are to be billed monthly and shall be due and payable upon
receipt of the Mellon invoice. Upon any termination of the provision of services
under this Agreement before the end of any month, the fee for the part of the
month before such termination shall be prorated according to the proportion
which such part bears to the full monthly period and shall be payable upon the
date of such termination.
(b) The Fund, on behalf of the Series, may request additional
services, additional processing, or special reports, with such specifications
and requirements documentation as may be reasonably required by the Fund or by
Russell/Mellon. If Russell/Mellon elects to provide such services, it shall be
entitled to additional fees and expenses at its customary rates and charges.
(c) All fees, out-of-pocket expenses, or additional charges of
Russell/Mellon shall be billed on a monthly basis by Mellon, as billing and
collection agent for Russell/Mellon, and shall be due and payable by the Fund,
on behalf of the Series, upon receipt of the invoice.
5. Limitation of Liability and Indemnification.
-------------------------------------------
(a) In undertaking the performance of its obligations hereunder,
Russell/Mellon shall not be liable for any loss, damage or expense suffered by
the Fund, the Series or MBIA in connection with the matters to which this
Agreement relates or the services provided hereunder except for general damages
solely caused by or resulting from willful misfeasance, bad faith or negligence
on the part of Russell/Mellon, its members, directors, officers, employees or
agents, in the performance of its or their duties under this Agreement. "General
damages" means only those damages as directly and necessarily result from such
act or omission without reference to any special conditions or circumstances of
the Fund, the Series or MBIA. In no event shall Russell/Mellon be liable for any
indirect, special or consequential losses or damages of any kind whatsoever
(including but not limited to lost profits), even if Russell/Mellon has been
advised of
<PAGE>
the likelihood of such losses or damages and regardless of the form of action
through which any such losses or damages may be claimed.
(b) Russell/Mellon shall not be responsible for, and the Fund
shall indemnify and hold Russell/Mellon, its members, directors, officers,
employees and agents (collectively "Russell/Mellon Indemnified Parties")
harmless from and against any and all losses, damages, costs, reasonable
attorneys' fees and expenses, incurred by Russell/Mellon Indemnified Parties, in
the performance of its/their duties hereunder, including but not limited to
those arising out of or attributable to:
(i) any and all actions of Russell/Mellon Indemnified
Parties required to be taken pursuant to this Agreement;
(ii) the reliance on or use by Russell/Mellon Indemnified
Parties of information, records, or documents which are received
by Russell/Mellon Indemnified Parties and furnished to it or them
by or on behalf of the Fund, the Series or MBIA in accordance with
this Agreement, and which have been prepared or maintained by the
Fund, the Series or MBIA or any third party on behalf of either
the Fund, the Series or MBIA;
(iii) The Fund's or MBIA's refusal or failure to comply with
the terms of this Agreement or any agreement between the Series,
the Fund and MBIA relating to the matters herein, or the Fund's,
the Series' or MBIA's lack of good faith, or its actions, or lack
thereof, involving negligence or willful misfeasance;
(iv) any delays, inaccuracies, errors in or omissions from
information or data provided to Russell/Mellon Indemnified Parties
by MBIA, the Series or the Fund or provided to Russell/Mellon
Indemnified Parties by data or corporate action services or
vendors;
(v) the offer or sale of shares by the Fund, the Series or
MBIA in violation of any requirement under the Federal securities
laws or regulations or the securities laws or regulations of any
state, or in violation of any stop order or other determination or
ruling by any Federal agency or any state agency with respect to
the offer or sale of such shares in such state (1) resulting from
activities, actions, or omissions by the Fund, the Series or MBIA,
or (2) existing or arising out of activities, actions or omissions
by or on behalf of the Fund, the Series or MBIA prior to the
effective date of this Agreement; or
(vi) all actions, omissions, or errors caused by third
parties to whom Russell/Mellon, any Russell/Mellon Indemnified
Parties, the Fund, the Series or MBIA has assigned any rights
and/or delegated any duties under this Agreement at the request of
or as required by the Fund, the Series or MBIA;
provided that, in no event shall any Russell/Mellon Indemnified Party be
indemnified for its negligence, bad faith or willful misfeasance in carrying out
its duties hereunder.
(c) Any liability of the Fund under this Agreement with respect to
the Series, or in connection with the transactions contemplated herein with
respect to the Series, shall be discharged only out of the assets of the Series,
and no other series of the Fund shall be liable with respect thereto.
<PAGE>
6. Term.
----
This Agreement shall become effective immediately and shall
terminate on the earlier of the termination date under the Custodian Agreement
or October 6, 2004, unless earlier terminated by any party hereto on 90 days'
prior written notice to the other parties.
7. Representations.
---------------
(a) The Fund, on behalf of the Series, represents and warrants
that the Fund has directed the Series' investment adviser to comply with the
Guidelines and purchase for such accounts only assets conforming to the
Guidelines.
(b) Each of the parties hereto represents and warrants that: (i)
it has the legal right, power and authority to execute, deliver and perform this
Agreement and to carry out all of the transactions contemplated hereby; (ii) it
has obtained all necessary authorizations; (iii) the execution, delivery and
performance of this Agreement and the carrying out of any of the transactions
contemplated hereby will not be in conflict with, result in a breach of or
constitute a default under any agreement or other instrument to which it is a
party or which is otherwise known to it; (iv) it does not require the consent or
approval of any governmental agency or instrumentality, except any such consents
and approvals which it has obtained; and (v) the execution and delivery of this
Agreement by it will not violate any law, regulation, charter, by-law, order of
any court or governmental agency or judgment applicable to it.
8. Notices.
-------
Any notice required or permitted hereunder shall be in writing and
shall be deemed effective on the date of personal delivery (by private
messenger, courier service or otherwise) or upon confirmed receipt of telex or
facsimile or other electronic system acceptable to Russell/Mellon, whichever
occurs first, or upon receipt if by mail to the parties at the following address
(or such other address as a party may specify by notice to the others):
If to the Fund or the Series:
Aetna Series Fund, Inc./Series
10 State House Square
Hartford, CT 06103-3602
Attention: Counsel
Phone: (860) 275-2032
Fax: (860) 275-2158
with copies to:
Attention: Stephanie A. DeSisto
Phone: (860) 275-3413
Fax: (860) 275-2084
Attention: Michael J. Sheridan
Phone: (860) 275-3896
Fax: (860) 616-4565
<PAGE>
If to MBIA:
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attention: Mr. Kevin Loescher
Phone: (914) 765-3933
Fax: (914) 765-3161
If to Russell/Mellon:
Russell/Mellon Analytical Services
135 Santilli Highway
Everett, Massachusetts 02149
Attention: Chief Executive Officer
Phone: (617) 382-9935
Fax: (617) 382-9153
9. Waiver.
------
The failure of a party to insist upon strict adherence to any term
of this Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing signed by
the waiving party.
10. Amendments.
----------
This Agreement may be modified or amended from time to time by
mutual written agreement of the parties hereto. No provision of this Agreement
may be changed, discharged, or terminated orally, but only by an instrument in
writing signed by the parties.
11. Severability.
------------
If any provision of this Agreement is invalid or unenforceable,
the balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
12. Governing Law.
-------------
This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to laws as to conflicts
of laws, and shall be binding on all the parties hereto and their respective
successors and assigns. The headings of the sections hereof are included for
convenience of reference only and do not form a part of this Agreement.
<PAGE>
13. Benefit of the Parties.
----------------------
This Agreement is for the exclusive benefit of the parties hereto
and shall not be relied upon by or create any beneficial interest in any person
not a party hereto including any shareholders of the Fund.
14. Counterparts.
------------
This Agreement may be executed by the parties in a number of
counterparts each of which shall be an original and together shall constitute
one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
AETNA SERIES FUND, INC.
By:_____________________________________________
Name:___________________________________________
Title:__________________________________________
MBIA INSURANCE CORPORATION
By:_____________________________________________
Name:___________________________________________
Title:__________________________________________
RUSSELL/MELLON ANALYTICAL SERVICES, LLC
By:_____________________________________________
Name:___________________________________________
Title:__________________________________________
<PAGE>
SCHEDULE A
CONFORMING ASSETS GUIDELINES
----------------------------
Exhibit i
Opinion and Consent of Counsel
<PAGE>
[logo]AETNA 10 State House Square, SH11
Hartford, CT 06103-3602
AMY R. DOBERMAN
Counsel
Aetna Series Fund, Inc.
October 13, 1999 (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. 35 TO
REGISTRATION STATEMENT ON FORM N-1A
(FILE NO. 33-41694 AND 811-6352)
Dear Sir or Madam:
The undersigned serves as counsel 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.
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
