FORM OF
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
AETNA LIFE INSURANCE AND ANNUITY COMPANY
AND
XXXXXXX XXXXX ASSET MANAGEMENT
INVESTMENT SUBADVISORY AGREEMENT, made as of the __________ day of
_______________, 2001, between Aetna Life Insurance and Annuity Company (the
"Adviser"), an insurance corporation organized and existing under the laws of
the State of Connecticut, and Xxxxxxx Sachs Asset Management ("GSAM"), a unit of
the Investment Management Division of Xxxxxxx, Xxxxx & Co. ("Subadviser"), a
partnership organized and existing under the laws of the State of New York.
WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated as
of the 14th day of December, 2000 ("Advisory Agreement") with Portfolio
Partners, Inc. ("Company"), which is engaged in business as an open-end
management investment company registered under the Investment Company Act of
1940 ("1940 Act"); and
WHEREAS, the Company is and will continue to be a series fund having two or more
investment Portfolios, each with its own assets, investment objectives, policies
and restrictions; and
WHEREAS, the Company shareholders are and will be (1) separate accounts
maintained by insurance companies for variable life insurance policies and
variable annuity contracts (the "Policies") under which income, gains, and
losses, whether or not realized, from assets allocated to such accounts are, in
accordance with the Policies, credited to or charged against such accounts
without regard to other income, gains, or losses of such insurance companies,
(2) qualified pension and retirement plans outside the separate account
context, and (3) the investment adviser of certain affiliated open-end
management investment companies registered under the 1940 Act or an of the
Adviser's affiliates; and
WHEREAS, the Subadviser is engaged principally in the business of rendering
investment advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940 ("Advisers Act"); and
WHEREAS, the Board of Directors and the Adviser desire to retain the Subadviser
as subadviser for the PPI Xxxxxxx Sachs Capital Growth Portfolio (the
"Portfolio"), to furnish certain investment advisory services to the Adviser and
the Company and the Subadviser is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual promises herein set
forth, the parties hereto agree as follows:
1. APPOINTMENT. Adviser hereby appoints the Subadviser as its investment
Subadviser with respect to the Portfolio for the period and on the terms set
forth in this Agreement. The Subadviser accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided.
2. DUTIES OF THE SUBADVISER
A. INVESTMENT SUBADVISORY SERVICES. Subject to the supervision of the
Company's Board of Directors ("Board") and the Adviser, the Subadviser
shall act as the investment Subadviser and shall supervise and direct the
investments of each Portfolio in accordance with its investment
objective, policies, and restrictions as provided in the Company's
Prospectus and Statement of Additional Information, as currently in
effect and as amended or supplemented from time to time (hereinafter
referred to as the "Prospectus"), and such other limitations as the
Company may impose by notice in writing to the Subadviser. The Subadviser
shall obtain
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and evaluate such information relating to the economy, industries,
businesses, securities markets, and individual securities as it may deem
necessary or useful in the discharge of its obligations hereunder and
shall formulate and implement a continuing program for the management of
the assets and resources of each Portfolio in a manner consistent with
each Portfolio's investment objective, policies, and restrictions, and in
compliance with the requirements applicable to registered investment
companies under applicable securities laws. To implement its duties,
the Subadviser is hereby authorized to:
(i) buy, sell, exchange, convert, lend, and otherwise trade in
any stocks, bonds, and other securities or assets on behalf
of each Portfolio; and
(ii) place orders and negotiate the commissions (if any) for the
execution of transactions in securities or other assets
with or through such brokers, dealers, underwriters or
issuers as the Subadviser may select.
B. SUBADVISER UNDERTAKINGS. In all matters relating to the performance of
this Agreement, the Subadviser shall act in conformity with the Company's
Articles of Incorporation and By-Laws (provided copies of such documents
and any changes thereto have been provided to Subadviser), the current
Prospectus, and with the written reasonable instructions and directions
of the Board and the Adviser that have been agreed to by the Subadviser.
The Subadviser hereby agrees to:
(i) regularly (but no less frequently than quarterly) report to
the Board and the Adviser (in such form as the Adviser and
Subadviser mutually agree) with respect to the
implementation of the investment program and, in addition,
provide such statistical information and special reports
concerning the Portfolio and/or important developments
materially affecting the investments held, or contemplated
to be purchased, by the Portfolio, as may reasonably be
requested by the Board or the Adviser and agreed to by the
Subadviser, including attendance at Board meetings, as
reasonably
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requested by the Board, to present such information and
reports to the Board;
(ii) consult with and provide reasonable assistance to, the
Company's pricing agent regarding the valuation of
securities that are not registered for public sale, not
traded on any securities markets, or otherwise may be
deemed illiquid for purposes of the 1940 Act and for which
market quotations are not readily available; however, the
valuation for any such securities shall be the
responsibility of the Company or the Company's pricing
agent as the case may be;
(iii) provide any and all information, records and supporting
documentation, in a form to be agreed upon by Subadviser
and Adviser, about accounts the Subadviser manages that
have investment objectives, policies, and strategies
substantially similar to those employed by the Subadviser
in managing the Portfolio which may be reasonably
necessary, under applicable laws, to allow the Company or
its agent to present historical performance information
concerning the Subadviser's similarly managed accounts, for
inclusion in the Company's Prospectus and any other reports
and materials prepared by the Company or its agent, in
accordance with regulatory requirements;
(iv) provide the Adviser and Administrator with information as
reasonably requested by the Adviser or Administrator and
agreed upon by the Subadviser (whose agreement shall not be
unreasonably withheld); and
(v) execute account documentation, agreements, contracts and
other documents as the Adviser shall be requested by
brokers, dealers, counterparties and other persons to
execute in connection with its management of the assets of
the Portfolio, provided that the Subadviser receives the
express agreement and consent of the Adviser and/or the
Board to execute such documentation, agreements, contracts
and other documents that may impact the fundamental
investment policies and procedures of the Portfolio
described in the Company's registration statement or any
other procedures provided to the Subadviser. In such
respect, and only for this limited purpose, the Subadviser
shall act as the Adviser and/or the
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Portfolio's agent and attorney-in-fact.
C. The Subadviser, at its expense, will furnish: (i) all necessary
investment and management facilities and investment personnel, including
salaries, expenses and fees of any personnel required for it to
faithfully perform its duties under this Agreement; and (ii)
administrative facilities, including bookkeeping, clerical personnel and
equipment required for it to faithfully and fully perform its duties and
obligations under this Agreement.
D. The Subadviser will select brokers and dealers to effect all Portfolio
transactions subject to the conditions set forth herein. The Subadviser
will place all necessary orders with brokers, dealers, futures commission
merchants ("FCMs"), or issuers, and will negotiate brokerage commissions
if applicable. To the extent permitted by law and by the policies and
procedures of the Portfolio, Subadviser is permitted to place orders with
broker-dealers and FCMs which are "affiliated persons" of the Subadviser
as the term is defined under the Investment Company Act of 1940. The
Subadviser is directed at all times to seek to execute brokerage
transactions for the Portfolio in accordance with such policies or
practices as may be established by the Board and the Adviser and
described in the current Prospectus as amended from time to time. In
placing orders for the purchase or sale of investments for the Portfolio,
in the name of the Portfolio or their nominees, the Subadviser shall use
its best efforts to obtain for the Portfolio the best execution
available, considering all of the circumstances, and shall maintain
records adequate to demonstrate compliance with this requirement.
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Subject to the appropriate policies and procedures approved by the
Adviser and the Board, the Subadviser may, to the extent authorized by
Section 28(e) of the Securities Exchange Act of 1934, cause the Portfolio
to pay a broker or dealer that provides brokerage or research services to
the Subadviser, an amount of commission for effecting a portfolio
transaction in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if the
Subadviser determines, in good faith, that such amount of commission is
reasonable in relationship to the value of such brokerage or research
services provided viewed in terms of that particular transaction or the
Subadviser's overall responsibilities to the Portfolio or its other
advisory clients. To the extent authorized by said Section 28(e) and the
Adviser and the Board, the Subadviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of such action. In addition, subject to
seeking the best execution available, the Subadviser may also consider
sales of shares of the Portfolio as a factor in the selection of brokers,
dealers and FCM's.
E. On occasions when the Subadviser deems the purchase or sale of a
security to be in the best interest of a Portfolio as well as other
clients of the Subadviser, the Subadviser to the extent permitted by
applicable laws and regulations, and consistent with the Subadviser's
policies as described in its Form ADV, may, but shall be under no
obligation to, aggregate the orders for securities to be purchased or
sold. In such event, allocation of the securities so purchased or sold,
as well as the expenses incurred in the transaction, will be made by the
Subadviser in the manner the Subadviser considers to be equitable and
consistent over time with its fiduciary obligations to the Portfolio and
to its other clients.
F. With respect to the provision of services by the Subadviser hereunder,
the Subadviser will maintain all accounts, books and records with respect
to each Portfolio as are required of an investment adviser of a
registered investment company pursuant to the 1940 Act and the Advisers
Act and the rules under both statutes.
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G. The Subadviser and the Adviser acknowledge that the Subadviser is not
the compliance agent for the Portfolio, and does not have access to the
Company's books and records necessary to perform certain compliance
testing. However, to the extent that the Subadviser has agreed to perform
the services specified in this Agreement and except as noted specifically
below in subparagraph (H), the Subadviser shall perform compliance
testing with respect to these matters that have been agreed upon by the
parties. The Adviser or Administrator shall promptly provide the
Subadviser with copies of the Company's Articles of Incorporation,
By-Laws, current Prospectus and any written policies or procedures
adopted by the Board applicable to the Portfolio and any amendments or
revisions thereto, and any such procedures governing transactions
involving affiliates (such as those adopted pursuant to 1940 Act Rules
17a-7, 17e-1, and 10f-3), shall identify any affiliate of the Adviser and
the Company, other than affiliates of the Portfolio Manager.
H. The Adviser or its agent shall perform quarterly and annual tax
compliance tests to ensure that the Portfolio is in compliance with
Subchapters L or M of the Internal Revenue Code. Adviser shall apprise
Portfolio Manager promptly after each quarter end (and in no event more
than 10 business days from the end of the quarter) of any non-compliance
with the diversification requirements in such IRC provisions. If so
advised, Portfolio Manager shall take prompt action to bring the affected
Portfolio back into compliance with such IRC diversification provisions,
as directed by the Adviser. The Portfolio Manager agrees that it shall
not be absolved of its responsibilities, duties, and obligations to
manage the Portfolio in a manner consistent with any diversification
procedures, policies, and/or guidelines adopted by the Portfolio, or
implemented by the Adviser with respect to the Portfolio Manager.
I. Unless the Adviser gives the Subadviser written instructions to the
contrary, the Subadviser or its agent shall exercise its discretion in
determining whether to vote or abstain from voting all proxies solicited
by or with respect to the issuers of securities in which assets of the
Portfolio may be invested. The Adviser shall
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furnish the Subadviser with any further documents, materials or
information that the Subadviser may reasonably request to enable it to
perform its duties pursuant to this Agreement.
J. It is understood that the names Xxxxxxx Xxxxx Asset Management,
Xxxxxxx, Sachs & Co. or any derivative thereof or logo associated with
these names are the valuable property of the Subadviser and its
affiliates and that the Company and/or the Portfolio only have the right
to use such names (or derivative or logo) in offering materials of the
Company with the prior approval of the Subadviser and for so long as the
Subadviser is a portfolio manager to the Company and/or the Portfolio.
Upon termination of this Agreement between the Company, the Adviser and
the Subadviser, the Company shall as soon as it is reasonably possible
cease to use such name (or derivative or logo).
3. COMPENSATION OF SUBADVISER. The Adviser will pay the Subadviser, with
respect to each Portfolio, the compensation specified in Appendix A to this
Agreement. Payments shall be made to the Subadviser on the second business day
of each month; however, this advisory fee will be calculated based on the daily
average value of the aggregate assets of all Portfolio subject to the
Subadviser's management and accrued on a daily basis. Compensation for any
partial period shall be pro-rated based on the length of the period.
4. LIABILITY OF SUBADVISER. Neither the Subadviser nor any of its directors,
officers, employees or agents shall be liable to the Adviser or the Company for
any loss or expense suffered by the Adviser or the Company resulting from its
acts or omissions as Subadviser to the Portfolio, except for losses or expenses
to the Adviser or the Company resulting from willful misconduct, bad faith, or
gross negligence in the performance of, or from reckless disregard of, the
Subadviser's duties under this Agreement.
5. INDEMNIFICATION.
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(a) Subadviser agrees to indemnify and hold harmless, the Adviser, any
affiliated person within the meaning of Section 2(a)(3) of the 1940 Act
("affiliated person") of the Adviser, and each person, if any, who, within the
meaning of Section 15 of the 1933 Act, controls ("controlling person") the
Adviser (collectively, "Adviser Indemnified Persons") against any and all loses,
claims, damages, liabilities or litigation (including reasonable legal and other
expenses), to which the Adviser or such affiliated person or controlling person
may become subject under the 1933 Act, 1940 Act, the Advisers Act, under any
statute, at common law or otherwise, arising out of the Subadviser
responsibilities to the Portfolio which (i) may be based upon any willful
misfeasance, bad faith, or gross negligence of, or by reckless disregard of, the
Subadviser obligations and/or duties under this Agreement by the Subadviser or
by any of its directors, officers or employees, or any affiliate acting on
behalf of the Subadviser (other than an Adviser Indemnified Person), or (ii) may
be used upon any untrue statement or alleged untrue statement of a material fact
contained in a registration statement or prospectus covering the shares of the
Company or any Portfolio, or any amendment thereof or any supplement thereto, or
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, if
such a statement or omission was made in reliance upon information furnished in
writing to the Adviser by the Subadviser or any affiliated person of the
Subadviser (other than an Adviser Indemnified Person); provided, however, that
in no case is the Subadviser's indemnity in favor of the Adviser or any
affiliated person or controlling person of the Adviser deemed to protect such
person against any liability to which any such person would otherwise be subject
by reason of willful misfeasance, bad faith, or gross negligence in the
performance of his or her duties, or by reason of his or her reckless disregard
or obligation and duties under this Agreement.
(b) The Adviser agrees to indemnify and hold harmless the Subadviser, any
affiliated person within the meaning of Section 2(a)(3) of the 1940 Act of the
Subadviser and each person, if any, who, within the meaning of Section 15 of the
1933 Act controls ("controlling person") the Subadviser (collectively,
"Subadviser Indemnified Persons") against any and all losses, claims, damages,
liabilities or litigation (including reasonable
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legal and other expenses) to which a Subadviser Indemnified Person may become
subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other
statute, at common law or otherwise, arising out of the Adviser's
responsibilities as adviser of the Portfolio which (i) may be based upon any
willful misfeasance, bad faith or gross negligence by the Adviser, any of its
employees or any affiliate acting on behalf of the Adviser (other than a
Subadviser Indemnified Person) or (ii) may be based upon any untrue statement
or alleged untrue statement of a material fact contained in the registration
statement or prospectus covering shares of the Portfolio, or any amendment
thereof or any supplement thereto, or the omission of alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statement therein not misleading, unless such statement or omission
was made in reliance upon written information furnished to the Portfolio or
the adviser or any affiliated person of the Adviser by a Subadviser
Indemnified Person (other than an Adviser Indemnified Person); provided,
however, that in no case is the indemnity of the Adviser in favor of the
Subadviser Indemnified Persons deemed to protect such person against any
liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith, or gross negligence in the performance of his
duties, or by reason of his reckless disregard of obligations and duties
under this Agreement.
6. NON-EXCLUSIVITY. The services of the Subadviser to the Portfolio and the
Company are not to be deemed to be exclusive, and the Subadviser shall be free
to render investment advisory or other services to others (including other
investment companies) and to engage in other activities. It is understood and
agreed that the directors, officers, and employees of the Subadviser are not
prohibited from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers, directors,
trustees, or employees of any other firm or corporation, including other
investment companies.
7. ADVISER OVERSIGHT AND COOPERATION WITH REGULATORS. The Adviser and
Subadviser shall cooperate with each other in providing records, reports and
other materials to regulatory and administrative bodies having proper
jurisdiction over the
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Company, the Adviser and the Subadviser, in connection with the services
provided pursuant to this Agreement; provided, however, that this agreement
to cooperate does not apply to the provision of information, reports and
other materials which either the Subadviser or Adviser reasonably believes
the regulatory or administrative body does not have the authority to request
or which is privileged or confidential information of the Subadviser or
Adviser.
8. RECORDS. The records relating to the services provided under this
Agreement required to be established and maintained by an investment adviser
under applicable law or those required by the Adviser or the Board of Directors
for the Subadviser to prepare and provide shall be the property of the Company
and shall be under its control; however, the Company shall permit the Subadviser
to retain such records (either in original or in duplicate form) as it shall
reasonably require. In the event of the termination of this Agreement, such
records shall promptly be returned to the Company by the Subadviser free from
any claim or retention of rights therein; provided however, that the Subadviser
may retain copies thereof. Each party to this Agreement shall keep confidential
any nonpublic information concerning the other party's (or any Subadviser's)
duties hereunder and shall disclose such information only if the non-disclosing
party has authorized such disclosure or if such disclosure is expressly required
or requested by applicable federal or state regulatory authorities.
9. DURATION OF AGREEMENT. This Agreement shall become effective with respec
t to the Portfolio on the later of the date of its execution or the date of the
commencement of operations of the Portfolio. This Agreement will continue in
effect for a period of more than two years from the date of its execution only
so long as such continuance is specifically approved at least annually by the
Board, provided that in such event such continuance shall also be approved by
the vote of a majority of the Directors who are not "interested persons" (as
defined in the 1940 Act) ("Independent Directors") of any party to this
Agreement cast in person at a meeting called for the purpose of voting on such
approval.
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10. REPRESENTATIONS OF SUBADVISER AND ADVISER. The Subadviser and Adviser
each represent, warrant, and agree as follows:
A. Each of the Subadviser and Adviser: (i) is registered as an investment
adviser under the Advisers Act and will continue to be so registered for
so long as this Agreement remains in effect; (ii) is not prohibited by
the 1940 Act or the Advisers Act from performing the services
contemplated by this Agreement; (iii) has met, and will continue to meet
for so long as this Agreement remains in effect, any other applicable
federal or state requirements, or the applicable requirements of any
regulatory or industry self-regulatory organization, necessary to be met
in order to perform the services contemplated by this Agreement; (iv) has
the authority to enter into and perform the services contemplated by this
Agreement; and (v) will immediately notify the other party to the
Agreement of the occurrence of any event that would disqualify it from
serving as an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise.
B. The Subadviser and Adviser each has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the 1940 Act and, if
it has not already done so, the Subadviser will provide the Adviser and
the Company with a copy of such code of ethics, together with evidence of
its adoption.
C. The Subadviser has provided the Adviser and the Company with a copy of
its Form ADV as most recently filed with the SEC and hereafter will
furnish a copy of its annual amendment to the Adviser.
11. PROVISION OF CERTAIN INFORMATION BY SUBADVISER. The Subadviser will
promptly notify the Adviser in writing of the occurrence of any of the following
events:
A. the Subadviser fails to be registered as an investment adviser under
the Advisers Act or under the laws of any jurisdiction in which the
Subadviser is required to be
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registered as an investment adviser in order to perform its obligations
under this Agreement;
B. the Subadviser is served or otherwise receives notice of any action,
suit, proceeding, inquiry, or investigation, at law or in equity, before
or by any court, public board, or body, involving the affairs of the
Company;
C. A senior portfolio manager of a Portfolio changes or there is a
"change in control" (as that phrase is interpreted under the 1940 Act and
the Advisers Act) of the Subadviser.
12. PROVISION OF CERTAIN INFORMATION BY THE ADVISER. The Adviser will
promptly notify the Subadviser in writing of the occurrence of any of the
following events:
A. the Adviser fails to be registered as an investment adviser under the
Advisers Act or under the laws of any jurisdiction in which the Adviser
is required to be registered as an investment adviser in order to perform
its obligations under this Agreement;
B. the Adviser is served or otherwise receives notice of any action,
suit, proceeding, inquiry, or investigation, at law or in equity, before
or by any court, public board, or body, involving the affairs of the
Company;
C. a controlling stockholder of the Adviser changes or there is otherwise
an actual change in control or management of the Adviser.
13. TERMINATION OF AGREEMENT. Notwithstanding the foregoing, this Agreement
may be terminated at any time with respect to a Portfolio, without the payment
of any penalty, by vote of the Board or by a vote of a majority of the
outstanding voting securities of such Portfolio on 60 days prior written notice
to the Subadviser. This Agreement may also be terminated by the Adviser: (i) on
at least 120 days prior written notice to the
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Subadviser, without the payment of any penalty; (ii) upon material breach by
the Subadviser or the Adviser of any of the representations and warranties,
if such breach shall not have been cured within a 20-day period after notice
of such breach; or (iii) if the Subadviser becomes unable to discharge its
duties and obligations under this Agreement. The Subadviser may terminate
this Agreement at any time, without the payment of any penalty, on at least
90 days prior notice to the Adviser. This Agreement shall terminate
automatically in the event of its assignment or upon termination of the
Advisory Agreement between the Company and the Adviser.
14. AMENDMENT OF AGREEMENT. No provision of this Agreement may be changed,
waived, discharged, or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge,
or termination is sought, and no material amendment of this Agreement shall be
effective until approved by vote of a majority of the Independent Directors cast
in person at a meeting called for the purpose of such approval.
15. MISCELLANEOUS.
A. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of New York without giving effect to the conflicts
of laws principles thereof, and the 1940 Act. To the extent that the
applicable laws of the State of New York conflict with the applicable
provisions of the 1940 Act, the latter shall control.
B. CAPTIONS. The Captions contained in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
C. ENTIRE AGREEMENT. This Agreement represents the entire agreement and
understanding of the parties hereto and shall supersede any prior
agreements
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between the parties concerning management of the Portfolio and all such
prior agreements shall be deemed terminated upon the effectiveness of
this Agreement.
D. INTERPRETATION. Nothing herein contained shall be deemed to require
the Company to take any action contrary to its Articles of Incorporation,
By-Laws, or any applicable statutory or regulatory requirement to which
it is subject or by which it is bound, or to relieve or deprive the Board
of its responsibility for and control of the conduct of the affairs of
the Company.
E. DEFINITIONS. Any question of interpretation of any term or provision
of this Agreement having a counterpart in or otherwise derived from a
term or provision of the 1940 Act shall be resolved by reference to such
term or provision of the 1940 Act and to interpretations thereof, if any,
by the United States courts or, in the absence of any controlling
decision of any such court, by rules, releases or orders of the SEC
validly issued pursuant to the Act. As used in this Agreement, the terms
"majority of the outstanding voting securities," "affiliated person,"
"interested person," "assignment," "broker," "investment adviser," "net
assets," "sale," "sell," and "security" shall have the same meaning as
such terms have in the 1940 Act, subject to such exemptions as may be
granted by the SEC by any rule, release or order. Where the effect of a
requirement of the federal securities laws reflected in any provision of
this Agreement is made less restrictive by a rule, release, or order of
the SEC, whether of special or general application, such provision shall
be deemed to incorporate the effect of such rule, release, or order.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year
first above written.
Aetna Life Insurance and Annuity Company
Attest: By: _____________________________
_____________________________
(Title)
-------------------------------
Xxxxxxx Xxxxx Asset
Management, a unit of the
Investment Management
Division of Xxxxxxx, Sachs
& Co.
Attest: By: ______________________________
Name
Title
-------------------------------
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APPENDIX A
FEE SCHEDULE
.45% on the first $150 Million in assets
.40% on the next $200 Million in assets
.35% on all assets in excess of $350 million
