Exhibit (d.15)
FORM OF
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
AETNA LIFE INSURANCE AND ANNUITY COMPANY
AND
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
INVESTMENT SUBADVISORY AGREEMENT, made as of the ___day of ___, 2002, between
Aetna Life Insurance and Annuity Company (the "Adviser"), an insurance
corporation organized and existing under the laws of the State of Connecticut,
and Pacific Investment Management Company LLC ("Subadviser"), a limited
liability company organized and existing under the laws of the State of
Delaware.
WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated as
of the 4th day of December, 2001 ("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 any 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 Company's Board of Directors (the "Board") and the Adviser desire
to retain the Subadviser as subadviser for the ING PIMCO Total Return 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
Board and the Adviser, the Subadviser shall act as the investment
Subadviser and shall supervise and direct the investments of the
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 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 laws and those requirements applicable to both
regulated investment companies and segregated asset accounts under
Subchapters M and L of the Internal Revenue Code of 1986, as amended
("Code"). The Portfolio is subject to the IRS diversification
requirements of Section 817(h) of the Code and the Treasury Regulations
thereunder as applicable to variable life insurance and annuity products.
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, By-Laws, and current Prospectus
and with the written instructions and directions of the Board and the
Adviser. 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 requested, to present such
information and reports to the Board;
(ii) consult with 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;
(iii) provide any and all information, records and supporting
documentation 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) establish appropriate personnel contacts with the Adviser and
the Company's Administrator in order to provide the Adviser
and Administrator with information as reasonably requested by
the Adviser or Administrator; 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. The
Adviser's express consent and agreement shall be deemed
granted to the extent the Subadviser is acting in accordance
with the Company's registration statement as may be amended
from time to time. In such respect, and only for this limited
purpose, the Subadviser shall act as the Adviser and/or the
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 shall not be responsible for any of the following
expenses of the Company or its Portfolio:
(i) Expenses of all audits by the Company's independent public
accountants;
(ii) Expenses of the Company's transfer agent(s), registrar,
dividend disbursing agent(s), and shareholder recordkeeping
services;
(iii) Expenses of the Company's custodial services, including
recordkeeping services provided by the custodian;
(iv) Expenses of obtaining quotations for calculating the value of
the Portfolio's net assets;
(v) Expenses of obtaining Portfolio activity reports;
(vi) Expenses of maintaining the Portfolio's tax records;
(vii) Salaries and other compensation of any of the Company's
executive officers and employees;
(viii) Taxes, if any, levied against the Company or any of its
series;
(ix) Brokerage fees and commissions in connection with the purchase
and sale of portfolio securities for the Portfolio;
(x) Costs, including the interest expenses, of borrowing money for
the Portfolio;
(xi) Costs and/or fees incident to meetings of the Company's
shareholders, the preparation and mailings of prospectuses and
reports of the Company to its shareholders, provided that such
costs and/or fees are not incurred due to the actions of the
Subadviser, the filing of reports and regulatory bodies, the
maintenance of the Company's existence, and the registration
of shares with federal and state securities or insurance
authorities;
(xii) The Company's legal fees, including the legal fees related to
the registration and continued qualification of the Company's
shares for sale;
(xiii) Costs of printing stock certificates, if any, representing
Shares of the Company;
(xiv) Directors' fees and expenses of directors of the Company;
(xv) The Company's or the Portfolio's pro rata portion of the
fidelity bond required by Section 17(g) of the 1940 Act, or
other insurance premiums;
(xvi) The Company's association membership dues, if any;
(xvii) Extraordinary expenses of the Company as may arise, including
expenses incurred in connection with litigation, proceedings
and other claims and the legal obligations of the Company to
indemnify its directors, officers, employees, shareholders,
distributors, and agents with respect thereto; and
(xviii) The Company's organizational and offering expenses and, if
applicable, reimbursement (with interest) of underwriting
discounts and commissions.
E. 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, or
issuers, and will negotiate brokerage commissions if applicable. 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
most favorable price and best execution available, considering all of
the circumstances, and shall maintain records adequate to demonstrate
compliance with this requirement.
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 and
dealers.
F. 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 subject to the Adviser approval
of the Subadviser procedures, may, but shall be under no obligation
to, aggregate the orders for securities to be purchased or sold to
attempt to obtain a more favorable price or lower brokerage
commissions and efficient execution. 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 the most equitable and consistent with its
fiduciary obligations to the Portfolio and to its other clients.
G. 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.
H. The Subadviser and the Adviser acknowledge that the Subadviser is
not the compliance agent for the Portfolio, and does not have access
to all of 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, the
Subadviser shall perform compliance testing with respect to the
Portfolio based upon information in its possession and upon
information and written instructions received from the Adviser or the
Administrator and shall not be held in breach of this Agreement so
long as it performs in accordance with such information and
instructions. 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.
I. Unless the Adviser gives the Subadviser written instructions to the
contrary, the Subadviser shall use its good faith judgment in a manner
which it reasonably believes best serves the interests of a
Portfolio's shareholders 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 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. Subadviser hereby authorizes Adviser to use Subadviser's name and
any applicable trademarks in the Company's Prospectus, as well as in
any advertisement or sales literature used by the Adviser or its
agents to promote the Company and/or to provide information to
shareholders of the Portfolio.
During the term of this Agreement, the Adviser shall furnish to the
Subadviser at its principal office all prospectuses, proxy statements,
reports to shareholders, sales literature, or other material prepared
for distribution to shareholders of the Company or the public, which
refer to the Subadviser or its clients in any way, prior to the use
thereof, and the Adviser shall not use any such materials if the
Subadviser reasonably objects within three business days (or such
other time as may be mutually agreed) after receipt thereof. The
Adviser shall ensure that materials prepared by employees or agents of
the Adviser or its affiliates that refer to the Subadviser or its
clients in any way are consistent with the prospectus and those
materials previously approved by the Subadviser.
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 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. Neither the Subadviser nor any of
its agents shall be liable to the Adviser or the Company for any loss or expense
suffered as a consequence of any action or inaction of other service providers
to the Company in failing to observe the instructions of the Adviser, provided
such action or inaction of such other service providers to the Company is not a
result of the willful misconduct, bad faith or gross negligence in the
performance of, or from reckless disregard of, the duties of the Subadviser
under this Agreement.
5. 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.
6. 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 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.
7. 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.
8. DURATION OF AGREEMENT. This Agreement shall become effective with
respect 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.
9. REPRESENTATIONS OF SUBADVISER. The Subadviser represents, warrants,
and agrees as follows:
A. The Subadviser: (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 Adviser of the
occurrence of any event that would disqualify the Subadviser from
serving as an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise.
B. The Subadviser 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, 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.
10. 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 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. the portfolio manager of a Portfolio changes or there is otherwise
a "change in control" (as that phrase is interpreted under the 1940
Act and the Advisers Act) or management of the Subadviser.
11. 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.
12. 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 Subadviser, without the payment of
any penalty; (ii) upon material breach by the Subadviser 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.
13. 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.
14. NOTICES. Any written notice required by or pertaining to this Agreement
shall be personally delivered to the party for whom it is intended, at the
address stated below, or shall be sent to such party by prepaid first class mail
or facsimile.
If to the Adviser: Aetna Life Insurance and Annuity Company
Xxxxxx X. Xxxxxxxxxxx
Vice President
000 Xxxxxxxxxx Xxxxxx, XX00
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
If to the Subadviser: Pacific Investment Management Company LLC
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Fax: 000-000-0000
Attention: Chief Legal Officer
cc: Xxxxxx X. Xxxxxxxx, Vice President
15. MISCELLANEOUS.
A. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Maryland, without giving effect to the
conflicts of laws principles thereof, and with the 1940 Act. To the
extent that the applicable laws of the State of Maryland 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 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)
______________________________
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
Attest: By: ____________________________________
____________________________________
(Title)
______________________________
APPENDIX A
FEE SCHEDULE
.25% on all assets.
[PIMCO Letterhead]
[date]
Xxxxxx X. Xxxxxxxxxxx
Aetna Life Insurance and Annuity Company
000 Xxxxxxxxxx Xxxxxx, XX00
Xxxxxxxx, XX 00000
Re: Side Letter to Investment Sub-Advisory Agreement
ING PIMCO Total Return Portfolio
Subadviser's Account #1612
Dear Xxxxxxxx:
In connection with the Investment Sub-Advisory Agreement dated _____________,
2002 (the "Agreement"), by and between Aetna Life Insurance and Annuity Company
("Adviser") and Pacific Investment Management Company LLC ("Subadviser"), for
the ING PIMCO Total Return Portfolio ("Portfolio") and in addition to those
terms and conditions stated therein, the Adviser and Subadviser further agree to
the following:
1. FUTURES AND OPTIONS. The Subadviser's investment authority shall
include the authority to purchase, sell, cover open positions, and generally to
deal in financial futures contracts and options thereon, in accordance with the
Company's Prospectus.
The Adviser shall: (i) open and maintain brokerage accounts for
financial futures and options (such accounts hereinafter referred to as
"Brokerage Accounts") on behalf of and in the name of the Portfolio and (ii)
execute for and on behalf of the Portfolio, standard customer agreements with a
broker or brokers (hereinafter referred to as "Brokers"). The Subadviser may,
using such of the securities and other property in the Portfolio as the
Subadviser deems necessary or desirable, direct the custodian to deposit on
behalf of the Portfolio, original and maintenance brokerage deposits and
otherwise direct payments of cash, cash equivalents and securities and other
property into such Brokerage Accounts and to such Brokers as the Subadviser
deems desirable or appropriate.
The Subadviser has delivered to the Adviser a copy of its Disclosure
Document, as amended, dated November 30, 2001, on file with the Commodity
Futures Trading Commission. The Adviser hereby acknowledges receipt of such
copy.
2. AUTHORIZED REPRESENTATIVES OF THE PORTFOLIO. The Subadviser is
expressly authorized to rely upon any and all instructions, approvals and
notices given on behalf of the Portfolio by any one or more of those persons
designated as representatives of the Adviser whose names, titles and specimen
signatures appear in Exhibit I attached hereto. The Company may amend such
Exhibit I from time to time by written notice to the Subadviser. The Subadviser
shall continue to rely upon these instructions until notified by the Adviser to
the contrary.
All capitalized terms not otherwise defined herein shall have the meaning set
forth in the Agreement.
As acknowledgement to the foregoing, kindly sign below and return one fully
executed version to us using the mailer provided. A duplicate original is
enclosed for your files.
Thank you.
Sincerely,
[MD Name]
Managing Director
Acknowledged:
Aetna Life Insurance and Annuity Company
By: __________________________________
Name: __________________________________
Title: __________________________________
Date: __________________________________
EXHIBIT I
DESIGNATED REPRESENTATIVES
OF THE PORTFOLIO
NAME/TITLE SIGNATURE
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Xxxxxx Xxxxxx
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Xxxxxx X. Xxxxxxxxxxx
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