FORM OF INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made by and between AETNA SERIES FUND, INC., a
Maryland corporation (the "Company"), on behalf of its series, ________________
and AETNA LIFE INSURANCE AND ANNUITY COMPANY, a Connecticut insurance
corporation (the "Adviser"), as of the Date set forth below.
R E C I T A L
WHEREAS, the Company is registered as an open-end diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act") and the rules and regulations promulgated thereunder;
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"), and engages in
the business of acting as an investment adviser;
WHEREAS, the Company has established the Aetna Money Market
Fund series (the "Fund");
WHEREAS, the Company, on behalf of the Fund, and the Adviser desire to
enter into an agreement to provide for investment advisory and management
services for the Fund on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
I. APPOINTMENT AND OBLIGATIONS OF THE ADVISER
The Adviser is hereby appointed to serve as the investment adviser to
the Fund, to provide investment advisory services set forth below in Section II,
subject to the terms of this Agreement and the policies and control of the
Company's Board of Directors (the "Board"). The Adviser shall, for all purposes
herein, be deemed an independent contractor and shall have, unless otherwise
expressly provided or authorized, no authority to act for or represent the Fund
in any way or otherwise be deemed an agent of the Fund.
II. DUTIES OF THE ADVISER
In carrying out the terms of this Agreement, the Adviser shall provide
the following services:
A. supervise all aspects of the operations of the Fund;
B. obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data, domestic,
foreign or otherwise, whether affecting the economy generally or the
Fund's portfolio and whether concerning the individual issuers of the
securities included in the Fund's portfolio or the activities in which
the issuers engage, or with respect to securities that the Adviser
considers desirable for inclusion in the Fund's portfolio;
C. determine which issuers and securities shall be
represented in the Fund's portfolio and regularly report
thereon to the Board;
D. formulate and implement continuing programs for
the purchases and sales of the securities of such issuers
and regularly report thereon to the Board;
E. give instructions to the custodian and/or
sub-custodian of the Fund appointed by the Board, as to
deliveries of securities, transfers of currencies and
payments of cash for the account of the Fund, in relation to
the matters contemplated by this Agreement; and
F. take, on behalf of the Fund, all actions which appear to the Company
and the Fund necessary to carry into effect the purchase and sale of
securities for the Fund and the supervisory functions listed above,
including the placing of orders for the purchase and sale of securities
for the Fund.
III. REPRESENTATIONS AND WARRANTIES
A. REPRESENTATIONS AND WARRANTIES OF THE ADVISER
Adviser hereby represents and warrants to the Company as follows:
1. Due Incorporation and Organization. The Adviser is duly
organized and is in good standing under the laws of the State
of Connecticut and is fully authorized to enter into this
Agreement and carry out its duties and obligations hereunder.
2. Registration. The Adviser is registered as an investment
adviser with the Securities and Exchange Commission (the
"SEC") under the Advisers Act, and is registered or licensed
as an investment adviser under the laws of all jurisdictions
in which its activities require it to be so registered or
licensed. The Adviser shall maintain such registration or
license in effect at all times during the term of this
Agreement.
3. Best Efforts. The Adviser at all times shall provide its
best judgment and effort to the Fund in carrying out its
obligations hereunder.
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B. REPRESENTATIONS AND WARRANTIES OF THE FUND AND THE
COMPANY
The Company, on behalf of the Fund, hereby represents
and warrants to the Adviser as follows:
1. Due Incorporation and Organization. The Company has been
duly incorporated under the laws of the State of Maryland and
it is authorized to enter into this Agreement and carry out
its terms.
2. Registration. The Company is registered as an investment
company with the SEC under the 1940 Act and shares of the Fund
are registered for offer and sale to the public under the
Securities Act of 1933, as amended (the "1933 Act") and all
applicable state securities laws. Such registrations will be
kept in effect during the term of this Agreement.
IV. DELEGATION OF RESPONSIBILITIES
A. APPOINTMENT OF SUBADVISER
Subject to the approval of the Board and the shareholders of
the Fund, the Adviser may enter into a Subadvisory Agreement to engage
a subadviser (the "Subadviser") to the Adviser with respect to the
Fund.
B. DUTIES OF SUBADVISER
Under a Subadvisory Agreement, the Subadviser shall:
1. provide the Adviser with such economic research and
securities analysis as the Adviser may from time to time
consider necessary or advisable in connection with the
Adviser's performance of its duties hereunder;
2. obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data,
domestic, foreign or otherwise, whether affecting the economy
generally or the Fund, and whether concerning the individual
issuers whose securities are included in the Fund or the
activities in which such issuers engage, or with respect to
securities that the Subadviser considers desirable for
inclusion in the Fund's investment portfolio;
3. determine which issuers and securities shall be purchased,
sold or exchanged by the Fund or otherwise represented in the
Fund's investment portfolio and regularly report thereon to
the Adviser and, at the request of the Adviser, to the Board;
and
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4. formulate and implement continuing programs for the
purchase and sale of the securities of such issuers and
regularly report thereon to the Adviser and, at the request of
the Adviser, to the Board.
C. DUTIES OF THE ADVISER
In the event the Adviser delegates certain responsibilities
hereunder to a Subadviser, the Adviser shall, among other things:
1. monitor the investment program maintained by the Subadviser
for the Fund to ensure that the Fund's assets are invested in
compliance with the Subadvisory Agreement and the Fund's
Registration Statement;
2. consult with and assist the Subadviser in maintaining
appropriate policies, procedures and records so that the
Sub-Adviser operates its business and any investment program
hereunder in compliance with applicable laws;
3. establish and maintain periodic communications with the
Subadviser to share information it obtains with the Subadviser
concerning the effect of developments and data on the
investment program maintained by the Subadviser; and
4. oversee matters relating to Fund promotion, marketing
materials and the Subadviser's reports to the Board.
V. BROKER-DEALER RELATIONSHIPS
A. PORTFOLIO TRADES
The Adviser, at its own expense, shall place all orders for the
purchase and sale of portfolio securities for the Fund with brokers or dealers
selected by the Adviser, which may include brokers or dealers affiliated with
the Adviser. The Adviser shall use its best efforts to seek to execute portfolio
transactions at prices that are advantageous to the Fund and at commission rates
that are reasonable in relation to the benefits received.
B. SELECTION OF BROKER-DEALERS
In selecting broker-dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage and
research services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934, as amended) to the Fund and/or the other accounts over
which the Adviser or its affiliates exercise investment discretion. The Adviser
is authorized to pay a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for the Fund that is
in excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if the Adviser determines in good faith
that such amount of commission is reasonable in relation to the
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value of the brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular transaction
or the overall responsibilities that the Adviser and its affiliates have with
respect to accounts over which they exercise investment discretion. The Board
shall periodically review the commissions paid by the Fund to determine if the
commissions paid over representative periods of time were reasonable in relation
to the benefits received.
VI. CONTROL BY THE BOARD OF DIRECTORS
Any investment program undertaken by the Adviser pursuant to this
Agreement, as well as any other activities undertaken by the Adviser on behalf
of the Fund pursuant thereto, shall at all times be subject to any directives of
the Board.
VII. COMPLIANCE WITH APPLICABLE REQUIREMENTS
In carrying out its obligations under this Agreement, the Adviser shall
at all times conform to:
A. all applicable provisions of the 1940 Act;
B. the provisions of the registration statement of the Company, as the
same may be amended from time to time, under the 1933 Act and the 1940
Act;
C. the provisions of the Company's Articles of Incorporation, as
amended;
D. the provisions of the By-Laws of the Company, as amended; and
E. any other applicable provisions of state and federal law.
VIII. COMPENSATION
For the services to be rendered, the facilities furnished and the
expenses assumed by the Adviser, the Company, on behalf of the Fund, shall pay
to the Adviser an annual fee, payable monthly, based upon the following average
daily net assets of the Fund:
New Insert
Except as hereinafter set forth, compensation under this Agreement shall be
calculated and accrued daily at the rate of 1/365 of the annual advisory fee
applied to the daily net assets of the Fund. If this Agreement becomes effective
subsequent to the first day of a month or shall terminate before the last day of
a month, compensation for that part of the month this Agreement is in effect
shall be prorated in a manner consistent with the calculation of the fees as set
forth above. Subject to the provisions of Paragraph X hereof, payment of the
Adviser's compensation
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for the preceding month shall be made as promptly as
possible. For so long as a Subadvisory Agreement is in effect, the Company
acknowledges on behalf of the Fund that the Adviser will pay to the Subadviser,
as compensation for acting as Subadviser to the Fund, the fees specified in the
Subadvisory Agreement.
IX. EXPENSES
The expenses in connection with the management of the Fund shall be
allocable between the Fund and the Adviser as follows:
A. EXPENSES OF THE ADVISER
The Adviser shall pay:
1. The salaries, employment benefits and other related costs
of those of its personnel engaged in providing investment
advice to the Fund, including without limitation, office
space, office equipment, telephone and postage costs; and
2. Any fees and expenses of all directors of the Company who
are employees of the Adviser or an affiliated entity and any
salaries and employment benefits of officers of the Company
who are affiliated persons of the Adviser for acting as
officers of the Company.
B. EXPENSES OF THE FUND
The Fund shall pay:
1. Investment advisory fees pursuant to this Agreement;
2. Brokers' commissions, issue and transfer taxes or other
transaction fees chargeable in connection with securities or
other investment transactions, including portions of
commissions that may be paid to reflect brokerage research
services provided to the Adviser;
3. Fees and expenses of the Fund's independent public
accountants and outside legal counsel;
4. Expenses of printing and distributing proxies, proxy
statements, prospectuses and reports to shareholders of the
Fund, except as such expenses may be borne by any distributor
of the Fund;
5. Interest and taxes;
6. The fees and expenses of those of the Company's directors
who are not "interested persons" (as defined in the 0000 Xxx)
of the Company or the Adviser;
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7. Shareholders' meeting expenses;
8. Administrator, transfer agent, custodian and dividend
disbursing agent fees and expenses;
9. Fees of dividend, accounting or pricing agents appointed by
the Fund;
10. Fees payable by the Company to the SEC or in connection
with the registration of shares of the Fund under the laws of
any state or territory of the United States or of the District
of Columbia;
11. Fees and assessments of the Investment Company Institute
or any successor organization or other association memberships
approved by the Board;
12. Such nonrecurring or extraordinary expenses as may arise,
including organizational expenses, litigation affecting the
Fund and any indemnification by the Company of its officers,
directors or agents with respect thereto;
13. All other ordinary business expenses incurred in the
operations of the Fund unless specifically provided otherwise
in this paragraph IX;
14. All costs attributable to investor services, administering
shareholder accounts and handling shareholder relations
(including, without limitation, telephone and personnel
expenses);
15. All expenses incident to the payment of any dividend,
distribution, withdrawal or redemption, whether in shares of
the Fund or in cash; and
16. Insurance premiums on property or personnel (including
officers and directors) of the Company which inure to its
benefit.
X. EXPENSE LIMITATION
If, for any fiscal year, the total of all ordinary business expenses of
the Fund, including all investment advisory fees but excluding brokerage
commissions, distribution fees, taxes, interest and extraordinary expenses and
certain other excludable expenses, would exceed the most restrictive expense
limits imposed by any statute or regulatory authority of any jurisdiction in
which shares of the Fund are offered for sale (unless a waiver is obtained), the
Adviser shall reduce its advisory fee in order to reduce such excess expenses,
but will not be required to reimburse the Fund for any ordinary business
expenses which exceed the amount of its advisory fee for such fiscal year. The
amount of any such reduction is to be borne by the Adviser and shall be deducted
from the monthly management fee otherwise payable to the Adviser during such
fiscal year. For the purposes of this paragraph, the term "fiscal year" shall
exclude the portion of the current fiscal year which shall have elapsed prior to
the date hereof and shall include the
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portion of the then current fiscal year which shall have elapsed at the date
of termination of this Agreement.
XI. ADDITIONAL SERVICES
Upon the request of the Board of Directors, the Adviser may perform
certain accounting, shareholder servicing or other administrative services on
behalf of the Fund that are not required by this Agreement. Such services will
be performed on behalf of the Fund and the Adviser may receive from the Fund
such reimbursement for costs or reasonable compensation for such services as may
be agreed upon between the Adviser and the Board on a finding by the Board that
the provision of such services by the Adviser is in the best interests of the
Fund and its shareholders. Payment or assumption by the Adviser of any Fund
expense that the Adviser is not otherwise required to pay or assume under this
Agreement shall not relieve the Adviser of any of its obligations to the Fund
nor obligate the Adviser to pay or assume any similar Fund expense on any
subsequent occasions. Such services may include, but are not limited to, (a) the
services of a principal financial officer of the Company (including applicable
office space, facilities and equipment) whose normal duties consist of
maintaining the financial accounts and books and records of the Company and the
Fund and the services (including applicable office space, facilities and
equipment) of any of the personnel operating under the direction of such
principal financial officer; (b) the services of staff to respond to shareholder
inquiries concerning the status of their accounts, providing assistance to
shareholders in exchanges among the investment companies managed or advised by
the Adviser, changing account designations or changing addresses, assisting in
the purchase or redemption of shares; or otherwise providing services to
shareholders of the Fund; and (c) such other administrative services as may be
furnished from time to time by the Adviser to the Company or the Fund at the
request of the Board.
XII. NON-EXCLUSIVITY
The services of the Adviser to the Fund are not to be deemed to be
exclusive, and the Adviser shall be free to render investment advisory or other
services to others (including other investment companies) and to engage in other
activities, so long as its services under this Agreement are not impaired
thereby. It is understood and agreed that officers and directors of the Adviser
may serve as officers or directors of the Company, and that officers or
directors of the Company may serve as officers or directors of the Adviser to
the extent permitted by law; and that the officers and directors of the Adviser
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 or trustees of any other firm or trust, including other investment
companies.
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XIII. TERM
This Agreement shall become effective at the close of business on the
date hereof and shall remain in force and effect, subject to Paragraphs XIV and
XV hereof and approval by the Fund's shareholders, for a period of two years
from the date hereof.
XIV. RENEWAL
Following the expiration of its initial two-year term, the Agreement
shall continue in force and effect from year to year, provided that such
continuance is specifically approved at least annually:
A. (1) by the Company's directors or (2) by the vote of a
majority of the Fund's outstanding voting securities (as
defined in Section 2(a)(42) of the 1940 Act), and
B. by the affirmative vote of a majority of the directors who are not
parties to this Agreement or interested persons of a party to this
Agreement (other than as a director of the Company), by votes cast in
person at a meeting specifically called for such purpose.
XV. TERMINATION
This Agreement may be terminated at any time, without the payment of
any penalty, by vote of the Company's directors or by vote of a majority of the
Fund's outstanding voting securities (as defined in Section 2(a)(42) of the 1940
Act), or by the Adviser, on sixty (60) days' written notice to the other party.
The notice provided for herein may be waived by the party required to be
notified. This Agreement shall automatically terminate in the event of its
"assignment", as that term is defined in Section 2(a)(4) of the 1940 Act.
XVI. LIABILITY OF ADVISER AND INDEMNIFICATION
A. LIABILITY
In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Adviser or its officers, directors or
employees, or reckless disregard by the Adviser of its duties under
this Agreement, the Adviser shall not be liable to the Company or to
any shareholder of the Company for any act or omission in the course
of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security.
B. INDEMNIFICATION
In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on
the part of the Adviser or any officer,
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director or employee of the Adviser, to the extent permitted by
applicable law, the Company hereby agrees to indemnify and hold the
Adviser harmless from and against all claims, actions, suits and
proceedings at law or in equity, whether brought or asserted by a
private party or a governmental agency, instrumentality or entity of
any kind, relating to the sale, purchase, pledge of, advertisement of,
or solicitation of sales or purchases of any security (whether of the
Fund or otherwise) by the Company, its officers, directors, employees
or agents in alleged violation of applicable federal, state or foreign
laws, rules or regulations.
XVII. NOTICES
Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of the Adviser and that of the
Company for this purpose shall be 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx
00000.
XVIII. QUESTIONS OF INTERPRETATION
This Agreement shall be governed by the laws of the State of
Connecticut. 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,
regulations or orders of the SEC issued pursuant to the 1940 Act. In addition,
where the effect of a requirement of the 1940 Act reflected in the provisions of
this Agreement is revised by rule, regulation or order of the SEC, such
provisions shall be deemed to incorporate the effect of such rule, regulation or
order.
XIX. SERVICE XXXX
The service xxxx of the Company and the Fund and the name "Aetna" have
been adopted by the Company with the permission of Aetna Life and Casualty
Company, and their continued use is subject to the right of Aetna Life and
Casualty Company to withdraw this permission in the event the Adviser or another
subsidiary or affiliated corporation of Aetna Life and Casualty Corporation
should not be the investment adviser of the Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in duplicate by their respective officers on the 13th
day of April, 1994.
Attest: AETNA SERIES FUND, INC.
/s/ Xxxxx X. Xxxxxx By:/s/Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: President
Attest: AETNA LIFE INSURANCE AND
ANNUITY COMPANY
By:/s/Xxxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxxxxx Name:Xxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
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Investment Advisory Agreement
Schedule of Parties
Investment Advisory Agreements have been entered into with the following parties
in substantially the same form and type as the exhibit included herewith.
Party Date
----- ----
Aetna Money Market Fund 4/13/94
Aetna Governement Fund 4/13/94
Aetna Bond Fund 4/13/94
The Aetna Fund 4/13/94
Aetna Growth and Income Fund 4/13/94
Aetna Growth Fund 4/13/94
Aetna Small Company Growth Fund 4/13/94
Aetna International Growth Fund 4/13/94
Aetna Asian Growth Fund 4/13/94
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