Exhibit h.24
Third Amendment to Financial Guaranty Agreement
EXECUTION COPY
THIRD AMENDMENT TO FINANCIAL GUARANTY AGREEMENT
THIRD AMENDMENT, dated as of December 20, 2000 (the "Amendment"), to
the Financial Guaranty Agreement, dated as of August 6, 1999, as amended as of
December 17, 1999 and August 3, 2000 (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. Amendments to Section 1.1. Section 1.1 of the Agreement is hereby
amended by (a) deleting therefrom the definitions of the following defined terms
in their respective entireties and substituting in lieu thereof the following
new definitions:
"'Class of Shares' shall mean, with respect to any PPF, each class of
shares of capital stock designated in the Articles Supplementary with
respect to such PPF.
'Covered Expenses' shall mean, for any Class of Shares of any PPF, the
annual fund operating expenses enumerated in the Final Prospectus for such
Class of Shares.
'Final Prospectus' shall mean for any Class of Shares of a PPF the
prospectus pursuant to which the shares of such Class of Shares were
offered for sale, including the Statement of Additional Information with
respect to such Class of Shares, delivered to the Insurer pursuant to
Section 2.3(b) and filed with the Commission pursuant to Rule 497 under the
Securities Act, substantially in the form of Exhibit G.
'Higher Covered Expense Ratio' shall mean, with respect to any PPF, on
any Valuation Date, the sum with respect to each Class of Shares with
respect to such PPF of the product of the Net Expense Percentage with
respect to such Class of Shares and the Class Percentage with respect to
such Class of Shares on such Valuation Date.
'NAV' shall mean, with respect to any Class of Shares of a PPF, (a) on
the commencement date of such PPF, the net asset value per share of such
Class of Shares established by the Fund for such date and (b) on any date
of determination thereafter the quotient of (i) the excess of (x) the
market value of the assets allocated to that Class of Shares determined as
of the close of regular trading on the NYSE by the Fund in the manner
described in the Final Prospectus with respect to such Class of Shares over
(y) the market value of any liabilities allocated to and/or associated with
such Class of Shares
determined as of the close of regular trading on the NYSE by the Fund in
the manner described in the Final Prospectus with respect to such Class of
Shares divided by (ii) the number of outstanding shares of that Class of
Shares at such time. The assets, income, gain, loss and liabilities (other
than those liabilities relating specifically to a Class of Shares) of each
PPF shall be allocated to each Class of Shares of such PPF on each date of
determination on a pro rata basis based on the NAV of such Class of Shares
on the preceding date of determination.
'Offering Period' shall mean, with respect to any PPF, the period
during which the shares of such PPF are offered for sale to investors
described in the Final Prospectus with respect to each Class of Shares of
such PPF.
'Transaction Documents' shall mean, with respect to a PPF, this
Agreement, the Final Prospectus with respect to each Class of Shares of
such PPF, the Articles of Amendment and Restatement, the Articles
Supplementary with respect to such PPF, the Investment Advisory Agreement
with respect to such PPF, the Administrative Services Agreement, the
Custodian Monitoring Agreement with respect to such PPF and the Custodian
Service Agreement with respect to such PPF, as each may be amended,
supplemented or otherwise modified from time to time."
(b) deleting therefrom the definitions of the following defined terms
in their respective entireties: "Class A Percentage," "Class A Shares," "Class B
Percentage" and "Class B Shares;" and
(c) adding the following new defined terms thereto in alphabetical
order:
"'Class Percentage' shall mean, with respect to any Class of Shares of
a PPF, on any Valuation Date, the percentage equivalent of a fraction, the
numerator of which is the product of the NAV with respect to such Class of
Shares of such PPF multiplied by the number of shares of such Class of
Shares of such PPF outstanding, and the denominator of which is the sum
with respect to each Class of Shares with respect to such PPF of the
product of (i) the NAV with respect to such Class of Shares of such PPF
multiplied by the number of shares of such Class of Shares with respect to
such PPF outstanding.
'Net Expense Percentage' shall mean, with respect to any Class of
Shares of a PPF, the maximum percentage of such PPF's average daily net
assets enumerated in the Final Prospectus for such Class of Shares as the
Net Expenses of such Class."
3. Amendment to Section 2.1. The first sentence of Section 2.1 is
hereby amended by deleting "up to six Policies" and inserting "up to fifteen
Policies" in lieu thereof.
4. Amendments to Section 2.3. Section 2.3(b) is hereby amended by (a)
deleting subclauses (E), (F) and (G) from clause (i) thereof in their respective
entireties and inserting in lieu thereof the following new subclauses (E), (F)
and (G):
"(E) the Registration Statement and the Final Prospectus with respect
to each Class of Shares of such PPF contain, all statements which are required
by the Acts and
the rules and regulations thereunder; (F) the Registration Statement and
the Final Prospectus with respect to each Class of Shares of such PPF do
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading and (G) the shares of each Class of
Shares of such PPF conform in all material respects to the description
thereof contained in the Registration Statement and the Final Prospectus
with respect to such Class of Shares";
(b) deleting clause (iv) thereof in its entirety and inserting in lieu
thereof the following new clause (iv):
"(iv) A copy of the Final Prospectus with respect to each
Class of Shares of such PPF shall have been delivered to the Insurer;"
(c) deleting the reference to "Xxx X. Doberman, Esq., counsel to
Aeltus," from subclause (A) of clause (v) thereof and inserting in lieu thereof
the following: "counsel to Aeltus"; and
(d) deleting the reference to "Xxx X. Doberman, Esq., Counsel to the
Fund," from subclause (C) of clause (v) thereof and inserting in lieu thereof
the following: "counsel to the Fund."
5. Amendments to Section 6.1. Section 6.1 is hereby amended by
(a) deleting the words "with respect to such PPF" following the words "Final
Prospectus (including the Statement of Additional Information)" from the second
line of the first sentence of Section 6.1(h) and inserting in lieu thereof the
words "with respect to each Class of Shares of such PPF"; and (b) deleting the
words "with respect to such PPF" following the words "Registration Statement"
and "Final Prospectus" from the second line of the first sentence of Section
6.1(i) and inserting in lieu thereof the words "with respect to any Class of
Shares of such PPF."
6. Amendment to Exhibit A. Exhibit A to the Agreement is hereby
amended by deleting said Exhibit in its entirety and substituting in lieu
thereof new Exhibit A in the form of Annex 1 to this Amendment.
7. Amendment to Exhibit G. Exhibit G to the Agreement is hereby
amended by deleting said Exhibit in its entirety and substituting in lieu
thereof new Exhibit G in the form of Annex 2 to this Amendment.
8. Amendments to Exhibits I-1 and I-2. Exhibits I-1 and I-2 to the
Agreement are hereby amended by deleting said Exhibits in their respective
entireties and substituting in lieu thereof new Exhibits I-1 and I-2 in the
forms of Annexes 3 and 4, respectively, to this Amendment.
9. 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.
10. 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.
11. 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/ Xxxx X. Xxxxxx
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By: Xxxx X. Xxxxxx
Title: Assistant Secretary
AELTUS INVESTMENT MANAGEMENT, INC.
/s/ Xxxx Xxxxxx
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By: Xxxx Xxxxxx
Title: Managing Director
AETNA SERIES FUND, INC.
/s/ J. Xxxxx Xxx
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By: J. Xxxxx Xxx
Title: President
ANNEX 1
FORM OF POLICY
INSURANCE POLICY
MBIA Insurance Corporation
Xxxxxx, Xxx Xxxx 00000
Policy No. ____-____-___
MBIA Insurance Corporation (the "Insurer"), in consideration of the
payment of the premium and subject to the terms of this Policy, hereby
unconditionally and irrevocably guarantees to the Aetna Series Fund, Inc. (the
"Fund"), on behalf of the shareholders (the "PPF Shareholders") of the capital
stock of the Fund designated the [Aetna Principal Protection Fund] [Aetna Index
Plus Protection Fund] _ (the "PPF"), the payment by the Fund of the Deficit (as
defined below) on _____________, ______ (the "Maturity Date") in an amount up to
$__________ (the "Initial Aggregate Guarantee Amount"), for which a Demand for
Payment in the form attached hereto as Attachment 1 and made a part of this
Policy (the "Demand for Payment") has been presented to State Street Bank and
Trust Company, N.A. (the "Fiscal Agent") in accordance with the terms of this
Policy. As used herein, the term "Deficit" refers to the sum of the product with
respect to each Class of Shares (as defined below) of (a) the number of shares
of such Class of Shares on the Maturity Date times (b) amount, if any, by which
the Guarantee Per Share (as defined below) with respect to such Class of Shares
on the Maturity Date exceeds (ii) the NAV (as defined below) for such Class of
Shares on the Maturity Date. Payments under this Policy shall be made only at
the time set forth in this Policy, and no accelerated payments shall be made.
1. One (1) Business Day (as defined below) after receipt by the Fiscal
Agent of a Demand for Payment, duly executed by the Fund, the Insurer will make
a deposit of funds immediately available in an account with State Street Bank
and Trust Company, N.A., in New York, New York, or its successor, sufficient for
the payment to the Fund of the Deficit.
2. Demand for Payment hereunder may be made by telecopy, telex or
telegram of the executed Demand for Payment in care of the Fiscal Agent. If a
Demand for Payment made hereunder does not, in any instance, conform to the
terms and conditions of this Policy, the Insurer shall give notice to the Fund,
as promptly as reasonably practicable, that such Demand for Payment was not
effected in accordance with the terms and conditions of this Policy and briefly
state the reason(s) therefor. Upon being notified that such Demand for Payment
was not effected in accordance with this Policy, the Fund may attempt to correct
any such nonconforming Demand for Payment if, and to the extent that, the Fund
is entitled and able to do so.
3. The amount payable by the Insurer under this Policy shall be limited
to the Initial Aggregate Guarantee Amount.
4. Any service of process on the Insurer or notice to the Insurer may
be made to the Insurer at its offices located at 000 Xxxx Xxxxxx, Xxxxxx, Xxx
Xxxx 00000, and such service of process shall be valid and binding.
5. The term of this Policy shall expire upon the earliest to occur of
(a) the second Business Day immediately succeeding the Maturity Date, (b) the
payment by the Insurer of the Deficit and (c) the date on which the Aggregate
Guarantee Amount (as defined herein) equals zero (the "Expiration Date").
6. This Policy shall be governed by and interpreted under the laws of
the State of New York. Any suit hereunder in connection with any payment may be
brought only by the Fund within three years after (i) a Demand for Payment, with
respect to such payment, is made pursuant to the terms of this Policy and the
Insurer has failed to make such payment or (ii) payment would otherwise have
been due hereunder but for the failure on the part of the Fund to deliver to the
Insurer a Demand for Payment pursuant to the terms of this Policy.
7. This Policy, including Attachments 1 and 2 hereto, sets forth in
full the terms of the obligations of the Insurer. Reference in this Policy to
other documents or instruments is for identification purposes, and such
reference shall not modify or affect the terms hereof or cause such documents or
instruments to be deemed incorporated herein.
8. This Policy is noncancelable.
9. This Policy is neither transferable nor assignable.
10. This Policy shall be returned to the Insurer by the Fund on the
Expiration Date together with a notice substantially in the form of Attachment 2
hereto.
11. The terms defined in this paragraph shall have the meanings
provided herein for all purposes of this Policy:
"Aeltus" means Aeltus Investment Management, Inc. a Connecticut
corporation.
"Aggregate Guarantee Amount" means, on any date of determination,
the aggregate Guarantee Amounts with respect to all PPF Shareholders on
such date.
"Business Day" means any day other than a day on which banks
located in the City of New York, New York are authorized by law to
close or on which the New York Stock Exchange is closed for business.
"Class of Shares" means each class of shares of capital stock
designated in the Articles Supplementary creating the PPF.
"Covered Expenses" means, for any Class of Shares, the annual fund
operating expenses enumerated in the Final Prospectus relating to such
Class of Shares as of the last day of the Offering Period.
"Distribution Per Share" means, with respect to any Class of
Shares, an amount equal to the quotient of the amount of any
distribution or payment by the Fund in respect
of, or allocated to, such Class of Shares that is not a Covered Expense
or a transaction related brokerage expense, and shall include, without
limitation, any distribution of income, dividends, capital gains or
principal to the PPF Shareholders of such Class of Shares and any
payment of income taxes or excise taxes allocated to such Class of
Shares divided by the number of shares of such Class of Shares
outstanding on the date of such distribution or payment.
"Final Prospectus" means for any Class of Shares the prospectus
pursuant to which the shares of such Class of Shares were offered for
sale, including the Statement of Additional Information with respect to
such Class of Shares filed with the Securities and Exchange Commission
pursuant to Rule 497 under the Securities Act.
"Guarantee Amount" means, with respect to any PPF Shareholder
of any Class of Shares, on any date of determination, an amount equal
to the product of (i) the Guarantee per Share for such Class of Shares
held by such PPF Shareholder on such date and (ii) the total number of
such shares held by such PPF Shareholder.
"Guarantee per Share" means, with respect to any Class of Shares
(i) the NAV for such Class of Shares at the close of business on the
last day of the Offering Period and (ii) thereafter on any Business
Day, the Guarantee per Share for such Class of Shares on the
immediately preceding Business Day divided by the sum of one plus the
quotient of (A) the amount of any Distribution Per Share with respect
to such Class of Shares effective since the immediately preceding
Business Day divided by (B) the NAV for such Class of Shares at the
close of business on the day such Distribution Per Share was effective.
"NAV" means, with respect to any Class of Shares of a PPF, (a)
on the commencement date of such PPF, the net asset value per share of
such Class of Shares established by the Fund for such date and (b) on
any date of determination thereafter the quotient of (i) the excess of
(x) the market value of the assets allocated to that Class of Shares
determined as of the close of regular trading on the NYSE by the Fund
in the manner described in the Final Prospectus with respect to such
Class of Shares over (y) the market value of any liabilities allocated
to and/or associated with such Class of Shares determined as of the
close of regular trading on the NYSE by the Fund in the manner
described in the Final Prospectus with respect to such Class of Shares
divided by (ii) the number of outstanding shares of that Class of
Shares at such time. The assets, income, gain, loss and liabilities
(other than those liabilities relating specifically to a Class of
Shares) of each PPF shall be allocated to each Class of Shares of such
PPF on each date of determination on a pro rata basis based on the NAV
of such Class of Shares on the preceding date of determination.
"Offering Period" means the period during which the shares of
the PPF were offered for sale to investors described in the Final
Prospectus with respect to each Class of Shares.
THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE
FUND SPECIFIED IN ARTICLE SEVENTY-SIX OF THE NEW YORK STATE INSURANCE LAW.
IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed
in facsimile on its behalf by its duly authorized officers this ____ day of
_______, 2000.
MBIA INSURANCE CORPORATION
By
President
By
Assistant Secretary
9
DEMAND FOR PAYMENT
State Street Bank and Trust Company, N.A.
as Fiscal Agent for MBIA Insurance
Corporation
00xx Xxxxx
00 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: [Municipal Registrar and
Paying Agency]
MBIA Insurance Corporation
000 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
Attention: President
Reference is made to the Insurance Policy No. ____-____-___ (the
"Policy") issued by MBIA Insurance Corporation (the "Insurer"). The terms which
are capitalized herein and not otherwise defined have the meanings specified in
the Policy unless the context otherwise requires.
Aetna Series Fund, Inc. (the "Fund") hereby certifies that:
[Choose one of the following]
(a) The Fund, on behalf of the shareholders (the "PPF
Shareholders") of the capital stock of the Fund designated the [Aetna
Principal Protection Fund] [Aetna Index Plus Protection Fund] _ (the
"PPF"), is the beneficiary under the Policy.
The Fund, on behalf of the PPF Shareholders, demands payment
of $_________, the amount by which (i) the Aggregate Guarantee Amount exceeds
(ii) the Total Net Assets as of the Maturity Date, and directs that payment
under the Policy be made to the following account by bank wire transfer of
federal or other immediately available funds one (1) Business Day after receipt
by the Fiscal Agent of this Demand for Payment in accordance with the terms of
the Policy: _________.
Any Person Who Knowingly And With Intent To Defraud Any Insurance Company Or
Other Person Files An Application for Insurance Or Statement Of Claim Containing
Any Materially False Information, Or Conceals For The Purpose Of Misleading
Information Concerning Any Fact Material Thereto, Commits A Fraudulent Insurance
Act, Which Is A Crime, And Shall Also Be Subject To A Civil Penalty Not To
Exceed Five Thousand Dollars And The Stated Value Of The Claim For Each Such
Violation
10
Aetna Series Fund, Inc.
By:__________________________________
Name:
Title:
11
EXPIRATION DATE
MBIA Insurance Corporation
000 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
Attention: President
Reference is made to the Insurance Policy No. ____-____-___ (the
"Policy") issued by MBIA Insurance Corporation (the "Insurer"). The terms which
are capitalized herein and not otherwise defined have the meanings specified in
the Policy unless the context otherwise requires.
[The undersigned hereby certifies and confirms that on the Maturity
Date the Aggregate Guarantee Amount was equal to or less than the Total Net
Assets as of the Maturity Date.] [The Insurer has paid $________, the Deficit,
under the Policy.] [The undersigned hereby certifies and confirms that the
Aggregate Guarantee Amount equals zero.]
The original of the Policy is enclosed herewith.
AETNA SERIES FUND, INC.
By:____________________________
Name:
Title:
ANNEX 2
FORM OF FINAL PROSPECTUS
ANNEX 3
FORM OF PRELIMINARY APPLICATION
[Date(1)]
MBIA Insurance Corporation
000 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
Attention:
Reference is made to the Financial Guaranty Agreement, dated as of
August 6, 1999, as amended (the "Financial Guaranty Agreement"; terms defined
therein being used herein as therein defined), among MBIA Insurance Corporation
(the "Insurer"), Aeltus Investment Management, Inc. ("Aeltus") and Aetna Series
Fund, Inc. (the "Fund"). This notice constitutes a preliminary application for a
financial guaranty (the "Policy") with respect to [Aetna Principal Protection
Fund] [Aetna Index Plus Protection Fund] [_] (the "PPF") pursuant to Section 2.2
of the Financial Guaranty Agreement and the Fund hereby requests the issuance of
the Policy under the Financial Guaranty Agreement, and in that connection the
Fund specifies the following information with respect to the Policy requested
hereby:
(A) Name of PPF:___________________________
(B) Aggregate amount to be invested in the
PPF(2):_________________________
(C) Sum of initial Aggregate Guarantee Amounts with respect to
each existing PPF(3):___________________
(D) Inception Date with respect to the
PPF(4):__________________________________
----------------------
(1) Date on or before December 26, 2001.
(2) Aggregate Guarantee Amount with respect to the PPF on the Inception
Date will equal the amount entered for line (B) plus (minus) earnings
on such amount during period from the date hereof to and including the
Inception Date, but amount entered on line (B) may not be less than
$10,000,000.
(3) Sum of amounts in clauses (B) and (C) may not exceed $800,000,000.
(4) A Business Day which is at least two but no more than five Business Days
after the date of the Preliminary Application.
(E) Maturity Date with respect to the
PPF(5):__________________________________
(F) Expiration Date of the Policy(6):_____________________
The Fund hereby certifies that:
(i) Attached hereto are true complete and correct copies of each of the
Investment Advisory Agreement with respect to the PPF, the Custodian Monitoring
Agreement with respect to the PPF and the Custodian Services Agreement with
respect to the PPF duly executed by the parties thereto;
(ii) Attached hereto is a true complete and correct copy of the
Articles Supplementary with respect to the PPF, certified by the State
Department of Assessments and Taxation of Maryland;
(iii) Attached hereto is a true complete and correct copy of the Final
Prospectus with respect to each Class of Shares of the PPF;
(iv) Attached hereto are true complete and correct copies of the
resolutions duly adopted by the Board of Directors of the Fund authorizing the
creation of the PPF and the filing of the Articles Supplementary with respect to
the PPF and the execution and delivery of the Investment Advisory Agreement with
respect to the PPF, the Custodian Monitoring Agreement with respect to the PPF
and the Custodian Services Agreement with respect to the PPF, certified by a
Secretary or Assistant Secretary of the Fund;
(v) Attached hereto are true complete and correct copies of the
resolutions duly adopted by the Board of Directors of Aeltus authorizing the
execution of the Investment Advisory Agreement with respect to the PPF,
certified by a Secretary or Assistant Secretary of Aeltus;
(vi) Attached hereto is a certificate of the Secretary or Assistant
Secretary of Aeltus as to the incumbency and signature of the officers or other
employees of Aeltus authorized to sign the Investment Advisory Agreement with
respect to the PPF on behalf of Aeltus, together with evidence of the incumbency
of such Secretary or Assistant Secretary; and
------------------------------------
of the Preliminary Application
(5) The date five years from the Inception Date.
(6) The second Business Day after the Maturity Date.
(vii) Attached hereto is a certificate of the Secretary or Assistant
Secretary of the Fund as to the incumbency and signature of the officers or
other employees of the Fund authorized to sign the Investment Advisory Agreement
with respect to the PPF, the Custodian Monitoring Agreement with respect to the
PPF and the Custodian Services Agreement with respect to the PPF on behalf of
the Fund, together with evidence of the incumbency of such Secretary or
Assistant Secretary.
Very truly yours,
AETNA SERIES FUND, INC.,
By:
-----------------------
Name:
Title:
ANNEX 4
FORM OF FINAL APPLICATION
[Date(1)]
MBIA Insurance Corporation
000 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
Attention:
Reference is made to the Financial Guaranty Agreement, dated as of
August 6, 1999, as amended (the "Financial Guaranty Agreement"; terms defined
therein being used herein as therein defined), among MBIA Insurance Corporation
(the "Insurer"), Aeltus Investment Management, Inc. ("Aeltus") and Aetna Series
Fund, Inc. (the "Fund"). This notice constitutes the final application for a
financial guaranty (the "Policy") with respect to [Aetna Principal Protection
Fund] [Aetna Index Plus Protection Fund] [_] (the "PPF") pursuant to Section 2.2
of the Financial Guaranty Agreement and the Fund hereby requests the issuance of
the Policy under the Financial Guaranty Agreement, and in that connection the
Fund specifies the following information with respect to the Policy requested
hereby:
(A) Name of PPF:___________________________
(B) Aggregate Guarantee Amount with respect to PPF on Inception
Date(2):__________________________________
(C) Sum of initial Aggregate Guarantee Amounts with respect to each
existing PPF(3):___________________
(D) Inception Date with respect to the
PPF:__________________________________
(E) Maturity Date with respect to the
PPF(4):__________________________________
---------------------------
(1) Date on or before December 28, 2001.
(2) Must be for an exact sum which is not less than $10,000,000.
(3) Sum of amounts in clauses (B) and (C) may not exceed $800,000,000.
(4) The date five years from the Inception Date.
(F) Expiration Date of the Policy(5):_____________________
The Fund hereby certifies that:
1. Each of the representations and warranties made by the Fund in or
pursuant to the Transaction Documents shall be true and correct in all material
respects on and as of the date hereof;
2. No Default or Event of Default shall have occurred and be continuing
on the date hereof;
3. No statute, rule, regulation or order shall have been enacted,
entered or deemed applicable by any Government Authority which would make the
transactions contemplated by any of the Transaction Documents illegal or
otherwise prevent the consummation thereof; and
4. Each of the conditions specified in Section 2.3(b) of the Financial
Guaranty Agreement with respect to the Policy has been satisfied.
Very truly yours,
AETNA SERIES FUND, INC.
By:
------------------------
Name:
Title:
-----------------------------
(5) The second Business Day after the Maturity Date.
