EXHIBIT h.11
FORM OF
SERVICE AGREEMENT
FORM OF
SERVICE AGREEMENT
THIS AGREEMENT made as of the __ day of ________, 1999 by and
among AETNA SERIES FUND, INC. ("Fund"), MBIA INSURANCE CORPORATION ("MBIA") and
MELLON BANK, N.A. ("Mellon").
WHEREAS, the Fund intends to establish a separate series of the
Fund, Aetna Principal Protection Fund I ("Series"), with an obligation by the
Series to repay the amount initially invested by each shareholder in the Series
on a date certain ("Repayment Obligation"); and
WHEREAS, the Fund, on behalf of the Series, has entered into a
Financial Guaranty Agreement with MBIA (the "Financial Guaranty Agreement")
whereby MBIA will issue a policy to support the Series' Repayment Obligations
("Policy"); and
WHEREAS, in connection therewith, the Fund intends to open custody
accounts with Mellon under the terms of the Custodian Agreement (the "Custodial
Services Agreement") between the Fund and Mellon dated as of September 1, 1992,
as amended, on behalf of the Series, to hold the Series' portfolio investments;
and
WHEREAS, under the terms of the Financial Guaranty Agreement, in
consideration of MBIA's issuing the Policy, the Series has agreed to a
particular investment strategy and to provide an arrangement whereby trades
executed for the Series will be monitored for conformity with certain
guidelines; and
WHEREAS, the Fund and MBIA wish for Mellon to provide investment
monitoring and trade execution services in respect of the Series, and Mellon is
willing to perform such services upon the following terms and conditions.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration the parties hereto agree to the following:
1. Construction.
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Unless the context of this Agreement otherwise clearly requires,
references to the plural include the singular, the singular the plural and the
part the whole and "or" has the inclusive meaning sometimes represented by the
phrase "and/or". The words "hereof," "herein," "hereunder" and similar terms in
this Agreement refer to this Agreement as a whole and not to any particular
provision of this Agreement. The section and other headings contained in this
Agreement are for reference purposes only and shall not control or affect the
construction of this Agreement or the interpretation thereof in any respect.
Section, subsection, schedule, exhibit and attachment references are to this
Agreement unless otherwise specified.
2. Monitoring Services.
--------------------
The Fund, on behalf of the Series, will open with Mellon a custody
account designated "Series" (such designated custody account hereinafter
referred to as "Series Account"). The Series Account will contain the
appropriate designation in its title and will be operated subject to the terms
of the Custodial Services Agreement between Mellon and the Fund. Mellon will
monitor the assets delivered to the Series Account for conformity with the
guidelines set forth in Schedule A attached hereto entitled Conforming Assets
Guidelines (the "Guidelines"). For purposes of this Agreement, Mellon will only
be responsible for performing conforming assets tests on assets that are settled
through the Series Account. In order to carry out the conforming assets tests,
Mellon will rely on the trade information received from the Series and from
broker confirmations tendered by brokers to Mellon through The Depository Trust
Company's Institutional Delivery Confirmation System ("DTC ID"). Such trade
information must be
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complete, properly formatted and provided to Mellon in a timely manner. No
broker confirmation provided through DTC ID shall be deemed valid by Mellon
unless it includes the properly formatted account number for the Series Account,
enabling Mellon to process the DTC ID confirmation in the normal course of
business through its custody systems platform. Mellon shall perform the
conforming asset test with respect to each asset added to the Series Account
promptly after receipt of the related trade information and in any event within
one business day of such receipt. If by applying the conforming assets test to
the Series Account an instance of noncompliance with the Guidelines is noted,
Mellon will notify MBIA and the Series promptly of such noncompliance in writing
via facsimile transmission. Once Mellon has notified the Series and MBIA as to
the existence of noncompliance, Mellon shall have no further obligation or duty
to the Series and MBIA to monitor the trade, or to report its cure.
3. Notification of Event of Default/Trade Execution/Cure
Notice/Obligation to Reject Trades.
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If MBIA notifies Mellon, by giving a written notice to Mellon,
with a copy to the Series, substantially in the format of Exhibit 1 hereto, that
an Event of Default under the Financial Guaranty Agreement has occurred and
remains uncured ("Event of Default Notice"), Mellon will promptly confirm
receipt of such notice via phone contact and facsimile to the Series.
After or concurrently with Mellon's receipt of an Event of Default
Notice and until the end of the related DK Period (as defined below), MBIA shall
be entitled to deliver to Mellon (with a copy to the Series) trade instructions
in the format of Attachment 1 to Exhibit 1 (for manual trade instructions) or in
the format of Attachment 2 to Exhibit 1 (for electronic instructions) with
respect to the Series Account. Each and every set of trade instructions
delivered by MBIA to Mellon shall be accompanied by a newly executed Event of
Default Notice.
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MBIA shall deliver to Mellon, with a copy to the Fund, a written notice of the
cure of such default, substantially in the format of Exhibit 2 hereto, promptly
upon the occurrence of such cure (the "Cure Notice").
From 12:01 a.m. eastern time on the Business Day (defined as a day
upon which the New York Stock Exchange is open for trading and is not a Saturday
or Sunday, and is neither a legal holiday nor a day on which banking
institutions are generally authorized or obligated by law or regulation to
close) immediately following the day upon which Mellon receives an Event of
Default Notice from MBIA until 12:01 a.m. eastern time on the Business Day
immediately following the day upon which Mellon receives a Cure Notice from MBIA
(a "DK Period"), Mellon shall reject and not act upon any trade instructions
(for settlement of securities) issued directly by the Series (or its investment
adviser) for the Series Account when the account number is specified in the
Event of Default Notice. With respect to the Series Account, Mellon shall, upon
the termination of a DK Period, revert to its normal method of accepting trade
instructions from the Fund (or its investment adviser) as governed by the
Custodial Services Agreement.
From the time Mellon receives an Event of Default Notice through
the end of the related DK Period, Mellon is irrevocably authorized and
instructed (i) to act upon any and all trade instructions delivered by MBIA
provided such trade instructions are accompanied by a newly executed Event of
Default Notice and (ii) to execute the transactions set forth in such
instructions through a broker or dealer selected by Mellon for the Series
Account. Mellon will promptly notify the Series, with a copy to MBIA, of trades
executed as a result of instructions received from MBIA. Such notification will
be made via transmission of a trade execution file, to the extent possible
(substantially in the format of Exhibit 5), by close of business on the date
such trades are executed.
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4. Delivery of Documents.
----------------------
The Series and MBIA will promptly furnish to Mellon such copies,
properly certified or authenticated, of documents and other related information
that Mellon may reasonably request or require to properly discharge its duties
herein.
5. Fees and Expenses.
------------------
(a) As compensation for the services rendered to the Fund and MBIA
pursuant to this Agreement, the Series shall pay Mellon monthly fees determined
as set forth in Schedule B hereto. Such fees are to be billed monthly and shall
be due and payable upon receipt of the invoice. The Fund and Mellon may agree,
from time to time, to a change to the fees set forth in Schedule B. Upon any
termination of the provision of services under this Agreement before the end of
any month, the fee for the part of the month before such termination shall be
prorated according to the proportion which such part bears to the full monthly
period and shall be payable upon the date of such termination.
(b) The Fund may request additional services, additional
processing, or special reports, with such specifications and requirements
documentation as may be reasonably required by the Fund or by Mellon. If Mellon
elects to provide such services or arrange for their provision, it shall be
entitled to additional fees and expenses at its customary rates and charges.
(c) All fees, out-of-pocket expenses, or additional charges of
Mellon shall be billed on a monthly basis and shall be due and payable by the
Series upon receipt of the invoice.
(d) Mellon will render, after the close of each month in which
services have been furnished, a statement reflecting all of the charges for such
month. Charges remaining unpaid thirty (30) days after receipt of such statement
shall bear interest in finance charges equivalent to Mellon's Prime Rate as
announced from time to time plus two (2) percent per annum and all costs
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and expenses of effecting collection of any such sums, including reasonable
attorney's fees, shall be paid by the Series to Mellon.
(e) In the event that the Series is more than sixty (60) days
delinquent in its payments of monthly ▇▇▇▇▇▇▇▇ in connection with this Agreement
(with the exception of specific amounts which may be contested in good faith by
the Series), this Agreement may be terminated upon sixty (60) days' written
notice to the Fund and MBIA by Mellon with a copy to MBIA. The Series must
notify Mellon in writing of any contested amounts, with a copy to MBIA, within
thirty (30) days of receipt of a billing for such amounts. Disputed amounts are
not due and payable while they are being investigated. MBIA reserves the right
to pay the delinquent amounts thereby eliminating Mellon's right to terminate
the Agreement under this subsection.
6. Limitation of Liability and Indemnification.
--------------------------------------------
(a) In undertaking the performance of its obligations hereunder,
Mellon shall not be liable for any loss, damage or expense suffered by the Fund,
the Series or MBIA in connection with the matters to which this Agreement
relates except for general damages solely caused by or resulting from willful
misfeasance, bad faith or negligence on the part of Mellon, its officers,
employees or agents, in the performance of its or their duties under this
Agreement. "General damages" means only those damages as directly and
necessarily result from such act or omission without reference to any special
conditions or circumstances of the Fund, the Series or MBIA. In no event shall
Mellon be liable for any indirect, special or consequential losses or damages of
any kind whatsoever (including but not limited to lost profits), even if Mellon
has been advised of the likelihood of such losses or damages and regardless of
the form of action through which any such losses or damages may be claimed.
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(b) Mellon shall not be responsible for, and the Series shall
indemnify and hold Mellon, its officers, employees and agents (collectively
"Mellon and its agents") harmless from and against any and all losses, damages,
costs, reasonable attorneys' fees and expenses, incurred by Mellon or its
agents, in the performance of its/their duties hereunder, including but not
limited to those arising out of or attributable to:
(i) any and all actions of Mellon and its agents required to
be taken pursuant to this Agreement;
(ii) the reliance on or use by Mellon and/or its agents of
information, records, or documents which are received by Mellon
and/or its agents and furnished to it or them by or on behalf of
the Fund, the Series or MBIA in accordance with this Agreement,
and which have been prepared or maintained by the Fund, the Series
or MBIA or any third party on behalf of either the Fund, the
Series or MBIA;
(iii) The Fund's or MBIA's refusal or failure to comply with
the terms of this Agreement or any agreement between the Series
Fund and MBIA relating to the matters herein, or the Fund's or
MBIA's lack of good faith, or its actions, or lack thereof,
involving negligence or willful misfeasance;
(iv) any delays, inaccuracies, errors in or omissions from
information or data provided to Mellon or its agents by MBIA or
the Series Fund or provided to Mellon or its agents by data or
corporate action services or vendors;
(v) the offer or sale of shares by the Series or MBIA in
violation of any requirement under the Federal securities laws or
regulations or the securities laws or regulations of any state, or
in violation of any stop order or other determination or ruling by
any Federal agency or any state agency with respect to the offer
or sale of
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such shares in such state (1) resulting from activities, actions,
or omissions by the Series or MBIA, or (2) existing or arising out
of activities, actions or omissions by or on behalf of the Series
or MBIA prior to the effective date of this Agreement;
(vi) all actions, omissions, or errors caused by third
parties to whom Mellon, its agents, the Fund on behalf of the
Series, or MBIA has assigned any rights and/or delegated any
duties under this Agreement at the request of or as required by
the Fund or MBIA; and
(vii) Mellon and its agents acting upon electronic or
written trade instructions given by MBIA pursuant to Section 3;
provided that, in no event shall Mellon or its agents be
indemnified for its or their negligence, bad faith or willful
misfeasance in carrying out its or their duties hereunder.
(c) MBIA shall indemnify and hold Mellon, and its agents harmless
from and against any and all losses, damages, costs, reasonable attorneys' fees
and expenses, incurred by Mellon and its agents insofar as such losses, damages
or costs arise out of, or are based upon, wrongful exercise by MBIA of its
rights under the Financial Guaranty Agreement to give instructions to Mellon
pursuant to Section 3 hereof; provided that, in no event shall Mellon or its
agents be indemnified for its or their negligence, bad faith or willful
misfeasance in carrying out its duties hereunder.
(d) In performing its services hereunder, Mellon and its agents
shall be entitled to rely only on written instructions (oral instructions are
not permitted), notices or other communications, including electronic
transmissions, bearing or purporting to bear the manual or facsimile signature
of any person from the Fund or MBIA (an "Authorized Person") named, and in the
capacity identified, in lists (naming those persons who may authorize the
transactions in
8
Sections 2 and 3) which are attached hereto as Exhibit 3 (for the Fund) and
Exhibit 4 (for MBIA). Any changes to such lists will be furnished to Mellon from
time to time in writing and given in the manner set forth in Section 13 hereof
and will be signed by an officer of either the Fund or MBIA, as appropriate, who
shall provide Mellon with evidence of his or her authority to make such changes.
Each of the Fund, in Exhibit 3, and MBIA, in Exhibit 4, will provide Mellon with
authenticated specimen signatures of each Authorized Person, and each of the
Fund and MBIA shall indemnify Mellon and its agents for any loss or expense
caused by reliance upon such authenticated specimen signatures which Mellon and
its agents acting in good faith believe to be genuine, valid and authorized, and
shall be indemnified by each of the Fund, the Series Fund and MBIA as
appropriate for any loss or expense caused by such reliance. In addition, in
performing its services hereunder, Mellon and its agents also shall be entitled
to consult with and rely on the advice and opinions of legal counsel retained by
Mellon or the Fund or MBIA, as necessary or appropriate, including Mellon's
in-house counsel, and Mellon shall not be liable for any action taken, suffered
or omitted by it in accordance with the advice of such counsel.
(e) In the event that Mellon or its agents shall receive
instructions, claims or demands from the Fund or MBIA which, in Mellon's
opinion, conflict with any of the provisions of this Agreement, Mellon shall
notify the Fund or MBIA, as the case may be, of such conflict and shall be
entitled to refrain from taking any action and its sole obligation shall be to
keep safely all assets in the Series Account until it shall receive
instructions, claims or demands from such party which, in Mellon's opinion,
conform to the provisions of this Agreement.
(f) The duties and responsibilities of Mellon hereunder shall be
determined solely by the express provisions of this Agreement, except that the
settlement and safekeeping of assets in the Series Account shall be governed by
the terms of the Custodial Services Agreement between
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Mellon and the Fund. Should there be any conflict between the terms of the
Custodial Services Agreement and the terms of this Agreement regarding the
services set forth in Sections 2 and 3 of this Agreement, the terms of this
Agreement shall govern.
(g) Mellon shall have no responsibility to make recommendations
with respect to the purchase, retention or sale of assets relating to the Series
Account or to maintain any insurance on assets in the Series Account for the
benefit of MBIA or the Series.
(h) Mellon shall be entitled to perform the monitoring service set
forth in Section 2 hereof with affiliates of Mellon. If the monitoring service
set forth in Section 2 hereof cannot be performed by a Mellon affiliate for any
reason, then the monitoring services may be performed by an agent selected by
Mellon.
(i) Mellon shall have no responsibility for any act or omission,
or for the solvency or insolvency, or notice to Mellon or any of its affiliates
or agents of the solvency or insolvency, of any broker (other than a Mellon
affiliate selected by Mellon pursuant to Section 3 hereof to execute the trade
instructions provided by MBIA).
7. Term.
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This Agreement shall become effective on the date first herein
above written and may be modified or amended from time to time by mutual
agreement among the parties hereto. This Agreement shall continue in effect
unless terminated by any party hereto on 90 days' prior written notice to the
other parties. Upon termination of this Agreement, the Series shall pay to
Mellon such compensation and any out-of-pocket or other reimbursable expenses
which may become due or payable under the terms hereof as of the date of
termination or after the date that the provision of services ceases, whichever
is later.
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8. Representations.
----------------
(a) The Fund, on behalf of the Series, represents and warrants
that the Fund has directed the Series' investment adviser to comply with the
Guidelines and purchase for such accounts only assets conforming to the
Guidelines.
(b) Each of the parties hereto represents and warrants that: (i)
it has the legal right, power and authority to execute, deliver and perform this
Agreement and to carry out all of the transactions contemplated hereby; (ii) it
has obtained all necessary authorizations; (iii) the execution, delivery and
performance of this Agreement and the carrying out of any of the transactions
contemplated hereby will not be in conflict with, result in a breach of or
constitute a default under any agreement or other instrument to which it is a
party or which is otherwise known to it; (iv) it does not require the consent or
approval of any governmental agency or instrumentality, except any such consents
and approvals which it has obtained; and (v) the execution and delivery of this
Agreement by it will not violate any law, regulation, charter, by-law, order of
any court or governmental agency or judgment applicable to it.
9. Notices.
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Any notice required or permitted hereunder shall be in writing and
shall be deemed effective on the date of personal delivery (by private
messenger, courier service or otherwise) or upon confirmed receipt of telex or
facsimile or other electronic system acceptable to Mellon, whichever occurs
first, or upon receipt if by mail to the parties at the following address (or
such other address as a party may specify by notice to the others):
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If to the Fund or the Series:
Aetna Series Fund, Inc./Series
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Counsel
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to MBIA:
Attention:
Phone:
Fax:
If to Mellon:
Attention:
Phone:
Fax:
10. Waiver.
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The failure of a party to insist upon strict adherence to any term
of this Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing signed by
the waiving party.
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11. Amendments.
-----------
This Agreement may be modified or amended from time to time by
mutual written agreement of the parties hereto. No provision of this Agreement
may be changed, discharged, or terminated orally, but only by an instrument in
writing signed by the parties.
12. Severability.
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If any provision of this Agreement is invalid or unenforceable,
the balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
13. Governing Law.
--------------
This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to laws as to conflicts
of laws, and shall be binding on all the parties hereto and their respective
successors and assigns. The Fund, MBIA and Mellon hereby irrevocably submit to
the exclusive jurisdiction of the state and federal courts in the State and
County of New York for the purposes of any suit, action or other proceedings
arising out of this Agreement. The Fund, MBIA and Mellon hereby irrevocably
waive any objection on the ground of venue, forum non conveniens, or any similar
grounds, and irrevocably consent to service of process by mail or in any manner
permitted by New York law, and irrevocably waive their respective rights to any
jury trial. The headings of the sections hereof are included for convenience of
reference only and do not form a part of this Agreement.
14. Benefit of the Parties.
-----------------------
This Agreement is for the exclusive benefit of the parties hereto
and shall not be relied upon by or create any beneficial interest in any person
not a party hereto including any shareholders of the Fund.
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15. Counterparts.
-------------
This Agreement may be executed by the parties in a number of
counterparts each of which shall be an original and together shall constitute
one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
AETNA SERIES FUND, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
MBIA INSURANCE CORPORATION
By:_________________________________________
Name:_______________________________________
Title:______________________________________
MELLON BANK, N.A.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
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SCHEDULE A
CONFORMING ASSETS GUIDELINES
----------------------------
Equity Asset Test
-----------------
[bullet] Equity securities of any company included in the S&P 500 Index, as
published by FactSet Data Systems, Inc.
[bullet] Forward contracts on the S&P 500 Index, as traded on the Chicago
Mercantile Exchange
Fixed Income Assets Test
------------------------
[bullet] U.S. Treasury or Agency Zeroes maturing on, or within 90 days
preceding, the Maturity Date
[bullet] Non-callable corporate debt securities maturing within 3 years
(preceding or following) of the Maturity Date and having a rating of at
least AA- by S&P or Aa3 by Moody's
[bullet] If both Moody's and S&P have issued a rating thereon, such rating shall
be no less than Aa3/AA-
[bullet] U.S. Treasury Futures
Cash and Cash Equivalents
-------------------------
[bullet] Cash and
[bullet] the following short-term securities with remaining maturities of 180
days or less:
[bullet] (1) direct obligations of, and obligations fully guaranteed as
to full and timely payment by the full faith and credit of,
the United States of America, excluding U.S. Treasury and
Agency Zeroes
[bullet] (2) demand deposits, time deposits or certificates of deposit
of any depository institution or trust company incorporated
under the laws of the United States of America or any state
thereof; provided that at the time of investment therein the
commercial paper or other short-term unsecured debt
obligations thereof shall be rated at least A-1 by S&P or P-1
by Moody's
[bullet] (3) bankers acceptances issued by any depository institution
or trust company referred to in clause (2) above and
[bullet] (4) commercial paper having at the time of the investment
therein a rating of at least A-1 by S&P or P-1 by Moody's
SCHEDULE B
FEES AND EXPENSES
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For the services rendered under this Agreement, the Fund shall pay to Mellon:
ASSUMPTIONS:
[bullet] Fund will consist of the following fund types:
[bullet] Combined Account Structure - Per Fund
- Equity Component = 450 Securities in the S&P 500
- Fixed Income Component = 15 Securities
[bullet] Fund of Funds Structure
- Equity Account = 450 Securities in the S&P 500
- Multiple Fixed Income Accounts = 15 Securities Per Account
[bullet] Equity transactions per fund type will not exceed 2,000 per year.
Should transactions exceed 2,000 transactions in a given fund, Mellon
may re-negotiate the fees for this service.
[bullet] Fixed income transactions per fund will not exceed 20 per year per
account. Should transactions exceed 20 per account, Mellon may
re-negotiate the fees for this service.
ACCOUNT FEE STRUCTURE PER ANNUM:
Combined Account Structure $30,000
Fund of Funds Structure
- Equity Component & First Three Fixed Income Components $30,000
- Fixed Income Component (after first three funds) $2,000
OTHER:
Fees will be computed, billed and payable on a monthly basis in advance.
The Fund shall pay any broker/dealer fees and expenses and any fees of Mellon
associated with the execution of any trade instruction.
Out-of-pocket expenses will be billed and payable monthly.
These fees will be effective for three years commencing with the date of the
Agreement. Mellon reserves the right to re-negotiate its compensation if the
nature of the account(s) change significantly. If non-standard or special
services are requested, Mellon may negotiate additional compensation
accordingly.
EXHIBIT 1
EVENT OF DEFAULT NOTICE
[Date]
[Addressee - Mellon]
Re: Event of Default
----------------
Pursuant to Section 3 of the Service Agreement (the "Agreement") dated
______________ among Aetna Series Fund, Inc. ("Fund"), Mellon Bank, N.A.
("Mellon") and MBIA Insurance Corporation ("MBIA"), please be advised that an
Event of Default, as defined in Section 4.1 (__) relating to a default under
[Section 3.___ of](1) the Financial Guaranty Agreement dated _________ among the
Fund and MBIA, has occurred and [remains uncured. Please reject and do not act
upon any trade instructions for the settlement of securities issued directly by
the Series Fund (or its investment adviser) for the Aetna Principal Protection
Fund I Account # _______.] or [was cured on the date hereof, as indicated in a
Cure Notice dated the date hereof](2) Please have the following trades listed on
the attached trade instructions executed in respect of Aetna Principal
Protection Fund I.
MBIA Insurance Corporation
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By:
Title:
copy: Aetna Series Fund, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Counsel
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
_____________________
(1) Strike language in brackets and initial if Section 4.1(d) or (d) Event of
Default has occurred.
(2) Strike inappropriate language in brackets and initial.
EXHIBIT 1 - ATTACHMENT 1
MANUAL TRADE INSTRUCTIONS
From: Capital Markets Assurance Corporation
PORTFOLIO ACCOUNT BUY OR SELL SECURITY NAME TICKET/CUSIP QUANTITY
1. _________________ ____________________ ____________________ ____________________ ____________________
2. _________________ ____________________ ____________________ ____________________ ____________________
3. _________________ ____________________ ____________________ ____________________ ____________________
4. _________________ ____________________ ____________________ ____________________ ____________________
5. _________________ ____________________ ____________________ ____________________ ____________________
6. _________________ ____________________ ____________________ ____________________ ____________________
7. _________________ ____________________ ____________________ ____________________ ____________________
8. _________________ ____________________ ____________________ ____________________ ____________________
Note: CUSIP Number is only required for U.S. Treasury Strip securities.
copy: Aetna Series Fund, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Counsel
Fax: ▇▇▇-▇▇▇-▇▇▇▇
EXHIBIT 2
CURE NOTICE
[Date]
Aetna Series Fund, Inc.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Counsel
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
Re: Event of Default
----------------
Pursuant to Section 3 of the Service Agreement (the "Agreement") dated
___________ among Aetna Series Fund, Inc. ("Fund"), Mellon Bank, N.A. ("Mellon")
and MBIA Insurance Corporation ("MBIA"), please be advised that an Event of
Default identified in our written notice to Mellon dated
_______________________, as defined in Section 4.1 (_) relating to a default
under [Section 3.__ of](1) the Financial Guaranty Agreement dated ______________
among the Fund and MBIA has been cured. Please revert to your normal method of
accepting trade instructions from the Aetna Principal Protection Fund I (or its
investment adviser) for Aetna Principal Protection Fund I (as defined in the
Agreement).
MBIA Insurance Corporation
-------------------------------------------------
By:
Title:
copy: Mellon Bank, N.A.
_____________________
(1) Strike language in brackets and initial if Section 4.1(d) or (e) Event of
Default has occurred.
EXHIBIT 3
AUTHORIZED PERSONS - AETNA SERIES FUND, INC.
The following Aetna Series Fund, Inc. personnel are authorized to instruct Mellon as it relates to Aetna
Principal Protection Fund I:
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▇▇▇▇ ▇▇▇, Director* Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
--------------------------------------------------- ------------------------------------- ------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
Securities Operations &
Assistant Treasurer**
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Manager Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
Treasury Operations**
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Manager Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
Equity Security Operations**
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President, Treasurer Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
and Chief Financial Officer (Principal Financial
and Accounting Officer)*
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J. ▇▇▇▇▇ ▇▇▇, President Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
(Principal Executive Officer)*
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▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Assistant Treasurer* Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
* Reflects position with the Fund.
** Reflects position with the Fund's investment adviser, Aeltus Investment
Management, Inc.
EXHIBIT 4
AUTHORIZED PERSONS AND SIGNATURE SAMPLES - MBIA INSURANCE CORPORATION
The following MBIA Insurance Corporation personnel are authorized to instruct Mellon as it relates to Aetna Principal
Protection Fund I:
---------------------------------------- --------------------------------------- -------------------------------------
TELEPHONE: FACSIMILE:
---------------------------------------- --------------------------------------- -------------------------------------
TELEPHONE: FACSIMILE:
---------------------------------------- --------------------------------------- -------------------------------------
TELEPHONE: FACSIMILE:
---------------------------------------- --------------------------------------- -------------------------------------
TELEPHONE: FACSIMILE:
EXHIBIT 5
TRADE EXECUTION NOTIFICATION FILE
Aetna Principal Protection Fund I must have a header (Record Type 1), the trade execution detail for purchases and
sales (Record Type 2), hash totals (Record Type 3) one each for purchase and sales.
FLAT FILE FORMAT FOR TRADE PARSE
HEADER (RECORD TYPE 1)
FIELD POSITION LENGTH COMMENTS
------------------------------- ----------------------- --------------------- ----------------------------------------
Record Type 1 1 "1"
Filler 2 1 space
Account 3 30 Aeltus Portfolio
Trade Date 33 8 mm/dd/yy
Filler 41 1 space
Settlement Date 42 8 mm/dd/yy
Filler 50 1 space
Broker Number 51 6 Assigned by Aeltus Operations
DETAIL (RECORD TYPE 2)
FIELD POSITION LENGTH COMMENTS
------------------------------- ----------------------- --------------------- ----------------------------------------
Record Type 1 1 "2"
Filler 2 1 space
CUSIP 3 9
Filler 12 1 space
Ticker 13 6
Filler 19 1 space
Buy/Sell 20 1 "B" or "S"
Filler 21 1 space
Shares 22 7 no commas, no decimals
Filler 29 1 space
Price 30 11 six decimals, no commas
Filler 41 1 space
Commission 42 7 four decimals
Filler 49 1 space
Security Name 50 30
EXHIBIT 5 (CONT'D.)
TOTALS (RECORD TYPE 3)
FIELD POSITION LENGTH COMMENTS
------------------------------- -------------------------- ----------------------- -----------------------------------
Record Type 1 1 "3"
filler 2 1 space
Buy/Sell 3 1 "B" or "S"
filler 4 1 space
# of trades 5 4 no comma
filler 9 1 space
# of shares 13 8 no commas, no decimals
filler 21 1 space
Gross cost/proceeds 22 13 no commas, two decimals
filler 35 1 space
Commission 36 13 no commas, three decimals
filler 49 1 space
SEC Fee 50 9 no commas, two decimals
filler 59 1 space
Net cost/proceeds 60 13 no commas, two decimals
7
