Exhibit a.12
Articles Supplementary
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AETNA SERIES FUND, INC.
ARTICLES SUPPLEMENTARY
AETNA SERIES FUND, INC., a Maryland corporation registered as an open-end
investment company under the Investment Company Act of 1940 and having its
principal office in the State of Maryland in Baltimore City, Maryland
(hereinafter called the "Corporation"), hereby certifies to the State Department
of Assessments and Taxation of Maryland that:
FIRST: The Board of Directors of the Corporation, in a unanimous written
consent dated September 7, 2000 and at its June 15, 2000 meeting, adopted
resolutions increasing the total number of shares of stock which the Corporation
shall have authority to issue to fifteen billion (15,000,000,000) shares of
capital stock with a par value of $0.001 per share and with an aggregate par
value of fifteen million dollars ($15,000,000.00);
SECOND: The Board of Directors, in a unanimous written consent dated
September 7, 2000 and at its meeting held on June 15, 2000, by resolutions, did
designate and classify two hundred million (200,000,000) shares of capital stock
of the Corporation into the following new series:
<TABLE>
<CAPTION>
Name of Series Name of Class of Series Number of Shares Allocated
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<S> <C> <C>
Aetna Index Plus Protection Fund Class A 100,000,000
Class B 100,000,000
</TABLE>
THIRD: The shares of Aetna Index Plus Protection Fund (the "Series") and
of each Class of such Series, including, but not limited to the shares of such
Series designated and classified in paragraph Second of these Articles
Supplementary, shall have the preferences, rights, voting powers, restrictions,
limitations as to dividends, qualifications, conversion rights, and terms and
conditions of redemption as set forth in paragraphs SEVENTH and EIGHTH of, and
elsewhere in, and shall be subject to all provisions of, the Articles of
Amendment and Restatement of the Corporation. In addition, the proceeds of the
redemption of Class B shares of the Series (including fractional shares) may be
reduced by the amount of any contingent deferred sales charge payable on such
redemption pursuant to the terms of the issuance of such shares.
FOURTH: In addition to the preferences, rights, voting powers,
restrictions, limitations as to dividends, qualifications, conversion rights and
terms and conditions of redemption of the shares of the Series set forth or
described in Article THIRD of these Articles Supplementary, the shares of the
Series, and of each Class thereof, shall have the preferences, rights and terms
and conditions of redemption set forth in this Article FOURTH. On the Guarantee
Maturity Date of the Series, which shall be November 30, 2005, the Series shall
have the obligation, subject to the conditions and limitations set forth in this
Article FOURTH, to pay each shareholder of the Series who, on the Guarantee
Maturity Date, redeems shares of the Series held by such shareholder on the
Guarantee Maturity Date, in redemption of such shares of the Series, the greater
of (i) the net asset value per share of such shares of the Series as of the
Guarantee Maturity Date or (ii) the Guarantee Per Share, the calculation of
which is described in the Corporation's Registration Statement (as referred to
below), multiplied by the number of shares of the Series to be redeemed on the
Guarantee Maturity Date. Shares redeemed prior to, or subsequent to, the
Guarantee Maturity Date will receive the per share net asset value as of the
date of redemption but shall not be entitled to the Guarantee Per Share. The
obligation of the Series described in the second preceding sentence shall be
payable solely from the assets of the Series, which include an insurance policy
purchased and maintained by the Corporation on behalf of the Series and issued
by MBIA Insurance Corporation ("MBIA"). The aforesaid insurance policy provides,
among other things, that if on the
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Guarantee Maturity Date the per share net asset value is less than the Guarantee
Per Share, MBIA will make payments to the Series under the insurance policy in
an amount equal to the difference between the net asset value per share and the
Guarantee Per Share with respect to any shares of the Series redeemed on the
Guarantee Maturity Date in accordance with the aforesaid obligation. Nothing
herein shall entitle any shareholder of the Series or MBIA to any assets of the
Corporation other than those of the Series, or impose any liability on the
Corporation or its directors by reason of any breach or default by MBIA under
the aforesaid insurance policy. All capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Registration Statement on
Form N-1A (File No. 33-41694) as filed with the United States Securities and
Exchange Commission with respect to the Series (the "Registration Statement").
FIFTH: The shares of the Corporation authorized and classified pursuant
to paragraphs FIRST and SECOND of these Articles Supplementary have been so
authorized and classified by the Board of Directors under the authority
contained in the charter of the Corporation. The total number of shares of
capital stock that the Corporation has authority to issue has been increased by
the Board of Directors in accordance with Section 2-105(c) of the Maryland
General Corporation Law.
SIXTH: Immediately prior to the effectiveness of these Articles
Supplementary, the Corporation had the authority to issue fourteen billion,
eight hundred million (14,800,000,000) shares of capital stock with a par value
of $0.001 per share and with an aggregate par value of fourteen million, eight
hundred thousand dollars ($14,800,000), of which the Board of Directors had
designated and classified thirteen billion, eight hundred million
(13,800,000,000) shares as follows:
<TABLE>
<CAPTION>
Name of Series Name of Class of Series Number of Shares Allocated
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<S> <C> <C>
AETNA MONEY MARKET FUND Class I 1,000,000,000
Class A 1,000,000,000
Class B 1,000,000,000
Class C 1,000,000,000
AETNA BOND FUND Class I 100,000,000
Class A 100,000,000
Class B 100,000,000
Class C 100,000,000
AETNA BALANCED FUND Class I 100,000,000
Class A 100,000,000
Class B 100,000,000
Class C 100,000,000
AETNA GROWTH AND INCOME FUND Class I 100,000,000
Class A 100,000,000
Class B 100,000,000
Class C 100,000,000
AETNA INTERNATIONAL FUND Class I 200,000,000
Class A 200,000,000
Class B 200,000,000
Class C 200,000,000
AETNA GOVERNMENT FUND Class I 100,000,000
Class A 100,000,000
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Class B 100,000,000
Class C 100,000,000
AETNA SMALL COMPANY FUND Class I 100,000,000
Class A 100,000,000
Class B 100,000,000
Class C 100,000,000
AETNA GROWTH FUND Class I 100,000,000
Class A 100,000,000
Class B 100,000,000
Class C 100,000,000
AETNA ASCENT FUND
Class I 100,000,000
Class A 100,000,000
Class B 100,000,000
Class C 100,000,000
AETNA CROSSROADS FUND Class I 100,000,000
Class A 100,000,000
Class B 100,000,000
Class C 100,000,000
AETNA LEGACY FUND 100,000,000
Class I 100,000,000
Class A 100,000,000
Class B 100,000,000
Class C
AETNA INDEX PLUS LARGE CAP FUND Class I 100,000,000
Class A 100,000,000
Class B 100,000,000
Class C 100,000,000
AETNA INDEX PLUS BOND FUND Class I 100,000,000
Class A 100,000,000
Class B 100,000,000
Class C 100,000,000
AETNA INDEX PLUS MID CAP FUND Class I 100,000,000
Class A 100,000,000
Class B 100,000,000
Class C 100,000,000
AETNA MID CAP FUND Class I 100,000,000
Class A 100,000,000
Class B 100,000,000
Class C 100,000,000
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AETNA INDEX PLUS SMALL CAP FUND Class I 100,000,000
Class A 100,000,000
Class B 100,000,000
Class C 100,000,000
AETNA HIGH YIELD FUND Class I 100,000,000
Class A 100,000,000
Class B 100,000,000
Class C 100,000,000
AETNA REAL ESTATE SECURITIES FUND Class I 100,000,000
Class A 100,000,000
Class B 100,000,000
Class C 100,000,000
AETNA VALUE OPPORTUNITY FUND Class I 100,000,000
Class A 100,000,000
Class B 100,000,000
Class C 100,000,000
AETNA TECHNOLOGY FUND Class I 100,000,000
Class A 100,000,000
Class B 100,000,000
Class C 100,000,000
AETNA PRINCIPAL PROTECTION FUND I Class A 100,000,000
Class B 100,000,000
AETNA PRINCIPAL PROTECTION FUND II Class A 100,000,000
Class B 100,000,000
AETNA PRINCIPAL PROTECTION FUND III Class A 100,000,000
Class B 100,000,000
AETNA PRINCIPAL PROTECTION FUND IV Class A 100,000,000
Class B 100,000,000
BROKERAGE CASH RESERVES 1,000,000,000
</TABLE>
SEVENTH: Immediately following the effectiveness of these Articles
Supplementary, the Corporation will have authority to issue fifteen billion
(15,000,000,000) shares of capital stock with a par value of $0.001 per share
and with an aggregate par value of fifteen million dollars ($15,000,000) of
which the Board of Directors has designated and classified fourteen billion
(14,000,000,000) shares as set forth in paragraphs SECOND and SIXTH of these
Articles Supplementary and of which one billion (1,000,000,000) shares remain
unclassified.
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IN WITNESS WHEREOF, Aetna Series Fund, Inc. has caused these Articles
Supplementary to be signed in its name on its behalf by its authorized officers
who acknowledge that these Articles Supplementary are the act of the
Corporation, that to the best of their knowledge, information and belief, all
matters and facts set forth herein relating to the authorization and approval of
these Articles Supplementary are true in all material respects and that this
statement is made under the penalties of perjury.
ATTEST: AETNA SERIES FUND, INC.
/s/ Daniel E. Burton /s/ J. Scott Fox
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Daniel E. Burton J. Scott Fox
Assistant Secretary President
Date: 9/8/00
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CORPORATE SEAL
