Exhibit a.13
Articles of Amendment
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AETNA SERIES FUND, INC.
ARTICLES OF AMENDMENT
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 referred to as the "Corporation") hereby certifies to the State
Department of Assessments and Taxation of Maryland (the "Department") that:
FIRST: In connection with and in furtherance of a plan of liquidation of Aetna
Real Estate Securities Fund, Aetna High Yield Fund, Aetna Mid Cap Fund and Aetna
Index Plus Bond Fund, each a separate fund, and series of stock of the
Corporation (each a "Liquidating Series"), the Corporation hereby amends its
Charter as currently in effect (the "Charter") to include the following:
A. As of the Effective Date (as hereinafter defined):
(i) each unissued share of each Liquidating Series of
stock of the Corporation, par value $0.01 per share,
is hereby reclassified into, and shall become, one
unissued unclassified share of capital stock of the
Corporation; and
(ii) the Corporation shall proceed to sell and liquidate
all assets belonging to each Liquidating Series and
to pay from the proceeds thereof all liabilities
belonging to such Liquidating Series. After payment
of the liabilities belonging to such Liquidating
Series, the remaining proceeds from the sale and
liquidation of the assets belonging to such
Liquidating Series shall be distributed as a
liquidating distribution, as soon as practicable
following the Effective Date, but in any event within
thirty days thereafter, among the holders of the
shares of such Liquidating Series. The date that the
liquidating distribution is paid shall be the
"Liquidation Date". Holders of the shares of each
Liquidating Series shall receive a liquidating
distribution in proportion to the number of such
shares held by them and recorded on the books of the
Corporation as of the close of business on the
Liquidation Date.
B. Upon payment by the Corporation of the liquidating
distribution on the Liquidation Date to the holders of shares
of each Liquidating Series, each issued and outstanding share
of such Liquidating Series shall be canceled and shall cease
to be issued and outstanding, and each such canceled share
shall be reclassified into, and shall become, one unissued,
unclassified share of capital stock of the Corporation.
C. Upon cancellation of the issued and outstanding shares of each
Liquidating Series, and the reclassification of such canceled
shares and all unissued shares of each such Liquidating Series
to unissued, unclassified shares of capital stock of the
Corporation, the provisions of the Charter designating and
classifying shares of stock of the Corporation into shares of
each Liquidating Series, establishing and describing the
preferences, rights, voting powers, restrictions, limitations
as to
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dividends, qualifications and terms and conditions of
redemption of shares of each Liquidating Series and the
description, and terms and conditions, of various classes of
shares of each Liquidating Series, shall be deleted from the
Charter of the Corporation. Such deletions from the Charter
of the Corporation shall include only provisions of the
Charter as they relate to shares of each Liquidating Series,
and to the extent which any provisions of the Charter of the
Corporation relate both to shares of a Liquidating Series and
one or more other series of stock of the Corporation, such
provisions shall remain in the Charter but shall be deemed to
apply only to such one or more other series of stock of the
Corporation.
SECOND: The amendments to the Charter of the Corporation herein set forth were
duly advised by the Board of Directors of the Corporation and approved by the
stockholders entitled to vote thereon, as required by the Charter and By-laws of
the Corporation and applicable law.
THIRD: The amendments set forth herein do not increase the authorized capital
stock of the Corporation.
FOURTH: The amendments set forth herein shall become effective as of the close
of business on the date (the "Effective Date") on which these Articles of
Amendment, having been duly advised, approved, signed, acknowledged and sealed
by the Corporation as required by the laws of the State of Maryland, are filed
with and accepted for record by the Department.
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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be
executed in its name and on its behalf by its undersigned President and
witnessed or attested to by its undersigned Assistant Secretary as of the 8th
day of September, 2000 and its undersigned President acknowledges that these
Articles of Amendment are the act and deed of the Corporation and, under
penalties of perjury, that the matters and facts set forth herein are true in
all material respects to the best of his knowledge, information and belief.
ATTEST: AETNA SERIES FUND, INC.
/s/ Daniel E. Burton By:/s/ J. Scott Fox
Daniel E. Burton J. Scott Fox
Assistant Secretary President
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