Exhibit h.22
Second Amendment to Financial Guaranty Agreement
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EXECUTION COPY
SECOND AMENDMENT TO FINANCIAL GUARANTY AGREEMENT
SECOND AMENDMENT, dated as of August 3, 2000 (the "Amendment"), to the
Financial Guaranty Agreement, dated as of August 6, 1999, as amended as of
December 17, 1999 (the "Agreement"), among MBIA INSURANCE CORPORATION (the
"Insurer"), AELTUS INVESTMENT MANAGEMENT, INC. ("Aeltus") and AETNA SERIES FUND,
INC. (the "Fund").
WITNESSETH:
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WHEREAS, Aeltus and the Fund have requested, and, upon this Amendment
becoming effective, the Insurer has agreed, that certain provisions of the
Agreement be amended in the manner provided for in this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. All capitalized terms defined in the
Agreement and used herein shall have the meanings given to them
therein.
2. Amendment to the first WHEREAS clause of the Agreement. The
first WHEREAS clause of the Agreement is hereby amended by inserting
the words "or an Aetna Index Plus Protection Fund" after the words
"each to be called an Aetna Principal Protection Fund" and by replacing
the words "at maturity" with "at the Maturity Date (as defined
herein)."
3. Amendment to the second WHEREAS clause of the Agreement.
The second WHEREAS clause of the Agreement is hereby amended by
deleting "$250,000,000" and inserting "$800,000,000" in lieu thereof.
4. Amendment to Section 2.1. The first sentence of Section 2.1
is hereby amended by (i) deleting "December 31, 2000" and inserting
"December 31, 2001" in lieu thereof and (ii) deleting "$500,000,000"
and inserting "$800,000,000" in lieu thereof.
5. Amendment to Section 3.1. Section 3.1 is hereby amended
by inserting the following new sentence at the end of Section 3.1(a):
"The requirements of this Article III apply to each PPF only through
the Maturity Date of such PPF."
6. Amendment to Section 3.2(b). Section 3.2(b) is hereby
amended by inserting the words "plus receivables for securities sold less
payables for securities purchased" after the words "such PPF shall hold Cash
Equivalents (excluding Cash Margin)."
7. Amendment to Section 6.1. Section 6.1 is hereby amended by
deleting the words "during the term of this Agreement" from the end of the first
sentence of Section 6.1 and inserting the words "through the Maturity Date with
respect to such PPF" in lieu thereof.
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8. Amendment to Section 6.1(i). Section 6.1(i) is hereby
amended and restated in it entirety as follows:
"(i) prior to filing with the Commission any amendment to the
Registration Statement with respect to such PPF or supplement to the
Final Prospectus with respect to such PPF, it shall furnish a copy
thereof to the Insurer and shall obtain the consent of the Insurer to
any such filing that would be reasonably likely to have a material
impact on the Insurer or, on or before the Maturity Date with respect
to such PPF, on such PPF or any PPF Shareholder of such PPF, which
consent shall not be unreasonably withheld."
9. Amendment to Section 6.2. Section 6.2 is hereby amended
and restated in its entirety as follows:
"Section 6.2 Covenants of the Fund. The Fund hereby covenants
and agrees that through the Maturity Date with respect to each PPF:
(a) it shall comply in all material respects with the
terms and conditions of the Transaction Documents with respect
to such PPF to which it is a party and shall provide the
Insurer with written notice immediately upon becoming aware of
any material breach by it of the provisions of any such
agreements;
(b) it shall not amend, supplement or otherwise
modify, or agree to any waiver with respect to any provision
of the Custodian Monitoring Agreement with respect to such PPF
or the Custodian Service Agreement with respect to such PPF,
without the prior written consent of the Insurer;
(c) it shall not amend, supplement or otherwise
modify, or agree to any waiver with respect to any provision
of the Investment Advisory Agreement with respect to such PPF
if such amendment, supplement or modification would be
reasonably likely to have a material impact on the Insurer,
any PPF Shareholder of such PPF or such PPF, without the prior
written consent of the Insurer;
(d) it shall not amend, supplement or otherwise
modify any provision of the Articles Supplementary with
respect to such PPF if such amendment, supplement or
modification would be reasonably likely to have a material
impact on the Insurer, any PPF Shareholder of such PPF or such
PPF, without the prior written consent of the Insurer;
(e) it shall not change the manner in which the
general liabilities of the Fund are allocated to such PPF or
the assets of such PPF are allocated to any Class of Shares of
such PPF if such change would be reasonably likely to have a
material impact on the Insurer, any PPF Shareholder of such
PPF or such PPF, without the prior written consent of the
Insurer;
(f) promptly after any amendment or waiver of any
provision of the Investment Advisory Agreement with respect to
such PPF or the filing of any amendment to the Articles
Supplementary with respect to such PPF, it shall provide the
Insurer with a copy of any such amendment or waiver;
(g) in the event that it elects to terminate the
Investment Advisory Agreement with Aeltus or any other
Investment Adviser with respect to such PPF, it shall cause
the successor investment advisor with respect to such PPF to
enter into an Investment Advisory Agreement with respect to
such PPF and this Agreement prior to the effective date of
such termination;
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(h) in the event that either it or the Custodian
shall terminate the Custodian Monitoring Agreement with
respect to such PPF or the Custodian Services Agreement with
respect to such PPF, it shall enter into a Custodian
Monitoring Agreement with respect to such PPF or a Custodian
Service Agreement with respect to such PPF, as the case may
be, with a successor Custodian or an affiliate thereof prior
to the effective date of such termination;
(i) within 90 days of the end of such PPF's fiscal
year, it shall provide to the Insurer the financial statements
for such PPF with respect to such fiscal year, audited by
independent public accountants;
(j) it shall comply in all material respects with
the terms and provisions of the Acts with respect to such PPF;
and
(k) other than in connection with the redemption of
shares by a PPF Shareholder of such PPF or the reinvestment of
dividends, it shall not change the number of outstanding
shares of such PPF."
10. New Section 6.3. The following new Section 6.3 is hereby
added to Article VI of the Agreement:
"Section 6.3 Covenants of the Fund. The Fund hereby covenants
and agrees that during the term of this Agreement:
(a) it shall not amend, supplement or otherwise
modify, or agree to any waiver with respect to any provision
of the Administrative Services Agreement if such amendment,
supplement or modification would be reasonably likely to have
a material impact on the Insurer or, on or before the Maturity
Date with respect to any PPF, any PPF Shareholder of such PPF
or such PPF, without the prior written consent of the Insurer;
(b) it shall not amend, supplement or otherwise
modify any provision of its Articles of Amendment and
Restatement if such amendment, supplement or modification
would be reasonably likely to have a material impact on the
Insurer or, on or before the Maturity Date with respect to any
PPF, any PPF Shareholder of such PPF or such PPF, without the
prior written consent of the Insurer;
(c) promptly after any amendment or waiver of any
provision of the Administrative Services Agreement or the
filing of any amendment to its Articles of Amendment and
Restatement, it shall provide the Insurer with a copy of any
such amendment or waiver;
(d) in the event that either it or the Custodian
shall terminate the Custodian Agreement, it shall enter into a
custodian agreement with a successor Custodian or an affiliate
thereof prior to the effective date of such termination; and
(e) it shall maintain insurance policies covering its
liabilities to its officers, directors, employees and agents
under subparagraph (d) of Article XII of its Articles of
Amendment and Restatement of the types and in the amounts as
is customary for funds similar to the Fund."
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10. Conditions of Effectiveness. This Amendment shall become
effective on the date on which the Insurer, Aeltus and the Fund shall have
executed and delivered this Amendment.
11. No other Amendments; Confirmation. Except as expressly
amended, modified and supplemented by this Amendment or by any prior amendment,
the provisions of the Agreement are and shall remain in full force and effect.
12. Governing Law; Counterparts. (a) This Amendment and the
rights and obligation of the parties hereto shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York.
(b) This Amendment may be executed by one or more of the
parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, each of the undersigned have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
MBIA INSURANCE CORPORATION
/s/ Lisa A. Wilson
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By: Lisa A. Wilson
Title: Assistant Secretary
AELTUS INVESTMENT MANAGEMENT, INC.
/s/ Neil Kochen
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By: Neil Kochen
Title: Managing Director
AETNA SERIES FUND, INC.
/s/ J. Scott Fox
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By: J. Scott Fox
Title: President
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