Exhibit m.2
Distribution Plan
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DISTRIBUTION PLAN
AETNA SERIES FUND, INC.
CLASS B
This Distribution Plan (the "Plan") is adopted in accordance with Rule 12b-1
(the "Rule") under the Investment Company Act of 1940, as amended (the "1940
Act"), by AETNA SERIES FUND, INC. (the "Fund"), a Maryland corporation, on
behalf of the Class B shares of each of its Series as set forth in Appendix A,
as amended from time to time, subject to the following terms and conditions:
SECTION 1. ANNUAL FEES.
Distribution Fee. Each Series will pay to the underwriter of its shares, Aeltus
Capital, Inc. ("ACI" or "Underwriter"), a Connecticut corporation, a
distribution fee under the Plan at the annual rate of 0.75% of the average daily
net assets of each Series attributable to its Class B shares (the "Distribution
Fee") sold by the Underwriter. In the event ACI is replaced as the Fund's
principal underwriter, ACI still will be entitled to receive the Distribution
Fee payable on shares sold by ACI through the date of termination, plus Class B
shares of another Series exchanged for such shares, plus any Class B shares
issued in connection with the reinvestment of dividends and capital gains paid
thereon. ACI will be paid its fees as described above unless and until the
Plan is terminated in accordance with Section 5 below, or the Plan is not
renewed pursuant to Section 4.
Adjustment to Fees. The Distribution Fee may be reduced with respect to the
Class B shares of any Series if agreed upon by the Board of Directors of the
Fund (the "Board") and the Underwriter and if approved in the manner specified
in Section 3, provided, however, that the Distribution Fee may not be reduced
unless the fee paid pursuant to the Fund's Shareholder Services Plan for Class B
shares has first been eliminated.
Payment of Fees. The Distribution Fee will be calculated daily and paid monthly
by each Series set forth in Appendix A with respect to its Class B shares at the
annual rate indicated above.
SECTION 2. EXPENSES COVERED BY THE PLAN.
The Fund, with respect to its Class B shares, will pay the Underwriter a
Distribution Fee under the Plan to compensate the Underwriter, and firms with
which the Underwriter enters into related agreements, for engaging in sales and
promotional activities. Such activities and related services will relate only to
the sale, promotion and marketing of the Class B shares of the Fund. Such
expenditures may consist of sales commissions to firms and their representatives
for selling Class B shares of the Fund, compensation, sales incentives and
payments to sales and marketing personnel, and the payment of expenses incurred
in sales and promotional activities, including advertising expenditures related
to the Fund and the costs of preparing and distributing promotional materials.
The Distribution Fee may also be used to pay the financing costs of accruing the
unreimbursed expenditures described in this Section. Payment of the Distribution
Fee
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described in Section 1 above shall be subject to any limitation set forth in
any applicable regulation of the National Association of Securities Dealers,
Inc.
The amount of the Distribution Fee payable under Section 1 is not related
directly to expenses incurred by the Underwriter and this Section 2 does not
obligate a Series to reimburse the Underwriter for such expenses. Any
distribution expenses incurred by the Underwriter on behalf of a Series in
excess of the Distribution Fees specified in Section 1 which the Underwriter has
accrued through the termination date are the sole responsibility and liability
of the Underwriter and are not an obligation of a Series.
SECTION 3. APPROVAL OF DIRECTORS.
Neither the Plan nor any related agreements will take effect until approved by
a majority of both (a) the Board of Directors of the Fund and (b) those
Directors who are not interested persons of the Fund and who have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related to it (the "Qualified Directors"), cast in person at a meeting called
for the purpose of voting on the Plan and the related
agreements.
SECTION 4. CONTINUANCE OF THE PLAN.
The Plan shall become effective on August 1, 1999 and shall remain in force and
effect through December 31, 1999, unless earlier terminated. Following the
expiration of its initial term, the Plan shall continue in force and effect for
a one-year period, provided such continuance is specifically approved at least
annually:
1. by a majority of the members of the Board, or by vote of a majority of
each Series' Class B shares, and
2. by the vote of a majority of the Qualified Directors cast in person at a
meeting specifically called for such purpose.
SECTION 5. TERMINATION.
The Plan may be terminated with respect to Class B shares of any Series (a) by
the vote of a majority of that Series' outstanding voting Class B securities, or
(b) by a vote of a majority of the Qualified Directors, provided however that
the Plan will be terminated only after or contemporaneous with the termination
of the Shareholder Services Plan applicable to Class B shares. The Plan may
remain in effect with respect to a Series even if the Plan has been terminated
in accordance with this Section 5 with respect to any other Series.
SECTION 6. AMENDMENTS.
The Plan may not be amended with respect to any Series so as to increase
materially the amounts of the Distribution Fees described in Section 1 unless
the amendment is approved by a vote of the holders of at least a majority of the
outstanding voting Class B
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securities of that Series. No material amendment to the Plan may be made unless
approved in the manner described in Section 3.
SECTION 7. SELECTION OF CERTAIN DIRECTORS.
While the Plan is in effect, the selection and nomination of the Fund's
Directors who are not interested persons of the Fund will be committed to the
discretion of the Directors then in office who are not interested persons of
the Fund.
SECTION 8. WRITTEN REPORTS.
In each year during which the Plan remains in effect, any person authorized to
direct the disposition of monies paid or payable by a Series pursuant to the
Plan or any related agreement will prepare and furnish to the Board, and the
Board will review, at least quarterly, written reports setting out the amounts
expended under the Plan, the purposes for which those expenditures were made,
and otherwise complying with the requirements of the Rule.
SECTION 9. PRESERVATION OF MATERIALS.
The Fund will preserve copies of the Plan, any agreement relating to the Plan
and any report made pursuant to Section 8, for a period of not less than six
(6) years (the first two (2) years in an easily accessible place) from the date
of the Plan, agreement or report.
SECTION 10. MEANINGS OF CERTAIN TERMS.
As used in the Plan, the terms "interested person" and "majority of the
outstanding voting securities" will be deemed to have the same meaning ascribed
to those terms under the 1940 Act.
IN WITNESS WHEREOF, the Fund, on behalf of the Class B Shares of each of its
Series, has executed this Plan as of this 15th day of July, 1999.
AETNA SERIES FUND, INC.
ON BEHALF OF ITS CLASS B SHARES
By: /s/ J. Scott Fox
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J. Scott Fox, President
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APPENDIX A
Aetna Growth Fund
Aetna International Fund
Aetna Small Company Fund
Aetna Value Opportunity Fund
Aetna Technology Fund
Aetna Balanced Fund
Aetna Growth and Income Fund
Aetna Bond Fund
Aetna Government Fund
Aetna Money Market Fund
Aetna Index Plus Large Cap Fund
Aetna Index Plus Mid Cap Fund
Aetna Index Plus Small Cap Fund
Aetna Ascent Fund
Aetna Crossroads Fund
Aetna Legacy Fund
Aetna Principal Protection Fund I
Aetna Principal Protection Fund II
Aetna Principal Protection Fund III
Aetna Principal Protection Fund IV
Aetna Index Plus Protection Fund
Aetna Index Plus Protection Fund II
