Exhibit a.11
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, at its April 12, 2000
meeting, adopted a resolution increasing the total number of shares of stock
which the Corporation shall have authority to issue to 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 ($14,800,000.00);
SECOND: The Board of Directors, at its meeting held on April 12, 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 ("Series"):
<TABLE>
<CAPTION>
Name of Series Name of Class of Series Number of Shares Allocated
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<S> <C> <C>
Aetna Principal Protection Fund IV Class A 100,000,000
Class B 100,000,000
</TABLE>
THIRD: The shares of Aetna Principal Protection Fund IV ("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, 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: The shares of the Series and of each Class of such Series shall
be subject to all provisions of the Articles of Amendment and Restatement of the
Corporation. In addition to the preferences, rights, voting powers,
restrictions, limitations as to dividends, qualifications, conversion rights and
terms and conditions of redemption described therein, all shares of the Series
will be subject to mandatory redemption by the Corporation on the Maturity Date
of the Series which shall be September 6, 2005. On the Maturity Date, the Series
shall have the obligation, subject to the conditions and limitations set forth
in this Article FOURTH, to pay to each shareholder of the Series, in redemption
of such shareholder's shares of the Series, the greater of (i) the net asset
value per share of such shareholder's shares of the Series as of the 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 held by such shareholder on the Maturity
Date. Shares redeemed prior to the 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 to be maintained by the Corporation on
behalf of the Series and issued by MBIA
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Insurance Corporation ("MBIA"). The aforesaid insurance policy provides, among
other things, that if on the Maturity Date the Series has insufficient assets
(excluding the insurance policy and the proceeds therefrom) available to pay
shareholders amounts upon redemption of their shares in accordance with the
aforesaid obligation, MBIA will make payments to the Series under the insurance
policy in an amount sufficient to permit the Series to fulfill 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.
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, six
hundred million (14,600,000,000) shares of capital stock with a par value of
$0.001 per share and with an aggregate par value of fourteen million, six
hundred thousand dollars ($14,600,000), of which the Board of Directors had
designated and classified thirteen billion, six hundred million (13,600,000,000)
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
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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
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 Class I 100,000,000
Class A 100,000,000
Class B 100,000,000
Class C 100,000,000
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
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AETNA MID 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 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
BROKERAGE CASH RESERVES 1,000,000,000
</TABLE>
SEVENTH: Immediately following the effectiveness of these Articles
Supplementary, the Corporation will have 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 has
designated and classified thirteen billion, eight hundred million
(13,800,000,000) 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/ Amy R. Doberman /s/ J. Scott Fox
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Amy R. Doberman J. Scott Fox
Secretary President
Date: 4/19/00
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CORPORATE SEAL
