EXHIBIT g.1
FORM OF
AETNA MUTUAL FUNDS
MUTUAL FUND CUSTODY AND
SERVICES AGREEMENT
FORM OF
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AETNA MUTUAL FUNDS
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MUTUAL FUND CUSTODY AND
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SERVICES AGREEMENT
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TABLE OF CONTENTS
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SECTION PAGE
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DEFINITION....................................................................1
ARTICLE I - CUSTODY...........................................................4
1. Appointment of Custodian.............................................4
2. Custody of Cash and Securities.......................................4
3. Settlement of Fund Transactions......................................9
4. Lending of Securities................................................9
5. Persons Having Access to Assets of the Fund..........................9
6. Standard of Care; Scope of Custodial Responsibilities...............10
7. Appointment of Subcustodians........................................12
8. Overdraft Facility and Security for Payment.........................12
9. Tax Obligations.....................................................13
ARTICLE II - FOREIGN CUSTODY MANAGER SERVICES................................14
1. Delegation..........................................................14
2. Changes to Appendix C...............................................14
3. Reports to Board....................................................14
4. Monitoring System...................................................14
5. Standard of Care....................................................14
6. Use of Securities Depositories......................................14
ARTICLE III - Information Services...........................................14
1. Risk Analysis.......................................................14
2. Monitoring of Securities Depositories...............................15
3. Use of Agents.......................................................15
4. Exercise of Reasonable Care.........................................15
5. Liabilities and Warranties..........................................15
ARTICLE IV - GENERAL PROVISIONS..............................................15
1. Compensation........................................................15
2. Insolvency of Foreign Custodians....................................16
3. Liability for Depositories..........................................16
4. Damages.............................................................16
5. Indemnification; Liability of the Fund..............................16
6. Force Majeure.......................................................16
7. Termination.........................................................17
8. Inspection of Books and Records.....................................17
9. Miscellaneous.......................................................18
APPENDIX A.....Authorized Persons............................................21
APPENDIX B.....Fund Officers.................................................22
APPENDIX C.....Selected Countries............................................23
APPENDIX D.....Information Services Agreement................................24
APPENDIX E.....Funds Covered by Agreement....................................27
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MUTUAL FUND CUSTODY AND
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SERVICES AGREEMENT
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This AGREEMENT is effective as of June _____, 2001, and is between the
mutual funds listed on Appendix E attached hereto, on behalf of themselves or on
behalf of each series thereof, as applicable (the "AETNA MUTUAL FUNDS," or the
"Fund"), each either a Massachusetts business trust organized under the laws of
the Commonwealth of Massachusetts or a corporation organized under the laws of
the State of Maryland and having its principal office and place of business at
00 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx, XX 00000, and MELLON BANK, N. A. (the
"Custodian"), a national banking association with its principal place of
business at Xxx Xxxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Fund and the Custodian desire to amend and restate the
terms of their existing custody agreement to reflect the changes to Rules 17f-5
and 17f-7, and to set forth their agreement with respect to the custody of the
Fund's Securities and cash and the processing of Securities transactions;
WHEREAS, the Board desires to delegate certain of its responsibilities
for performing the services set forth in paragraphs (c)(1), (c)(2) and (c)(3) of
Rule 17f-5 to the Custodian as a Foreign Custody Manager; and
WHEREAS, the Custodian agrees to accept such delegation with respect to
Assets, including those held by Foreign Custodians in the Selected Countries as
set forth in jurisdictions listed on Appendix C as set forth in Article II;
WHEREAS, the Custodian agrees to perform the function of a Primary
Custodian under Rule 17f-7;
NOW THEREFORE, the Fund and the Custodian agree as follows:
DEFINITIONS
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The following words and phrases, unless the context requires otherwise, shall
have the following meanings:
1. "ACT": the Investment Company Act of 1940 and the Rules and
Regulations thereunder, all as amended from time to time.
2. "AGREEMENT": this agreement and any amendments.
3. "ASSETS": any of the Fund's investments, including foreign
currencies and investments for which the primary market is
outside the United States, and such cash and cash equivalents
as are reasonably necessary to effect the Fund's transactions
in such investments.
4. "AUTHORIZED PERSON": any member of the Fund's Board, the
Fund's President, Vice President, Secretary or Treasurer or
any other person, whether or not any such person is an officer
or employee of the Fund, duly authorized by the Board to add
or delete jurisdictions pursuant to Article II and to give
Instructions on behalf of the Fund as set forth in Appendix A,
the List of Authorized Persons or such other List as may be
received by the Custodian from time to time.
5. "BOARD": the Board of Directors (or the body authorized to
exercise authority similar to that of the board of directors
of a corporation) of the Fund.
6. "BOOK-ENTRY SYSTEM": the Federal Reserve/Treasury
book-entry system for United States and federal agency
Securities, its successor or successors and its nominee or
nominees.
7. "BUSINESS DAY": any day on which the Fund, the Custodian, the
Book-Entry System and appropriate clearing corporation(s) are
open for business.
8. "COUNTRY RISK": all factors reasonably related to the
systemic risk of holding assets in a particular country
including, but not limited to, such country's financial
infrastructure (including Securities Depositories), prevailing
or developing custody and settlement practices and laws
applicable to the safekeeping and recovery of Assets held in
custody.
9. "ELIGIBLE SECURITIES DEPOSITORY": the meaning of the term set
forth in Rule 17f-7(b)(1).
10. "FOREIGN CUSTODIAN": (a) a banking institution or trust
company incorporated or organized under the laws of a country
other than the United States, that is regulated as such by the
country's government or an agency of the country's government;
(b) a majority-owned direct or indirect subsidiary of a U.S.
Bank or bank-holding company; or (c) any entity other than a
Securities Depository with respect to which exemptive or
no-action relief has been granted by the Securities and
Exchange Commission. For the avoidance of doubt, the term
"Foreign Custodian" shall not include Euroclear, Clearstream,
Bank One or any other transnational system for the central
handling of securities or equivalent book-entries regardless
of whether or not such entities or their service providers are
acting in a custodial capacity with respect to Assets,
Securities or other property of the Fund.
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11. INSTRUCTIONS: Unless specified to the contrary "Instructions"
shall mean both Written Instructions and Oral Instructions
(a) "Oral Instructions": As used in this Agreement, the term
"Oral Instructions" means oral instructions actually
received by the Bank from an Authorized Person or from a
person reasonably believed by the Custodian to be an
Authorized Person. The Fund agrees to deliver to the
Custodian Written Instructions confirming Oral
Instructions.
(b) "Written Instructions": As used in this Agreement, the
term "Written Instructions means written instructions
delivered by hand (including Federal Express or other
express courier), certified or registered mail, return
receipt requested, tested telegram, cable, telex or
facsimile sending device, received by the Custodian and
signed by an Authorized Person and shall also include
computer transmission with coded access as agreed upon by
the Custodian and the Fund.
12. "PRIMARY CUSTODIAN": the meaning set forth in Rule 17f-7(b)(2).
13. "PROSPECTUS": the Fund's current prospectus and statement of
additional information relating to the registration of the
Fund's Shares under the Securities Act of 1933, as amended.
14. "RISK ANALYSIS": the analysis required under Rule
17f-7(a)(i)(1)(A).
15. "RULES 17f-4, 17f-5 AND 17f-7": such Rules as promulgated under
Section 17(f) of the Act, as such rules (and any successor
rules or regulations) may be amended from time to time.
16. "SECURITY" or "SECURITIES": bonds, debentures, notes, stocks,
shares, evidences of indebtedness, and other securities,
commodities, interests and investments from time to time owned
by the Fund.
17. "SECURITIES DEPOSITORY": a system for the central handling of
securities as defined in Rule 17f-4.
18. "SELECTED COUNTRIES": the jurisdictions listed on Appendix C as
such may be amended from time to time in accordance with
Article II.
19. "SHARES": shares of the Fund, however designated.
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ARTICLE I
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CUSTODY PROVISIONS
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1. APPOINTMENT OF CUSTODIAN. The Board appoints, and the Custodian accepts
appointment as custodian of all the Securities and monies at the time
owned by or in the possession of the Fund during the period of this
Agreement.
2. CUSTODY OF CASH AND SECURITIES.
(a) Receipt and Holding of Assets. The Fund will deliver or
cause to be delivered to the Custodian all Securities and
monies owned by it at any time during the period of this
Custody Agreement. The Custodian will not be responsible for
such Securities and monies until actually received. The Board
specifically authorizes the Custodian to hold Securities,
Assets or other property of the Fund with any domestic
subcustodian, or Securities Depository, and Foreign Custodians
or Eligible Securities Depositories in the Selected Countries
as provided in Article II. Securities and monies of the Fund
deposited in a Securities Depository or Eligible Securities
Depositories will be reflected in an account or accounts which
include only assets held by the Custodian or a Foreign
Custodian for its customers.
(b) Disbursements of Cash and Delivery of Securities. The
Custodian shall disburse cash or deliver out Securities only
for the purposes listed below. Instructions must specify or
evidence the purpose for which any transaction is to be made
and the Fund shall be solely responsible to assure that
Instructions are in accord with any limitations or
restrictions applicable to the Fund.
(1) In payment for Securities purchased for the Fund;
(2) In payment of dividends or distributions with respect
to Shares;
(3) In payment for Shares which have been redeemed by the
Fund;
(4) In payment of taxes;
(5) When Securities are called, redeemed, retired, or
otherwise become payable;
(6) In exchange for or upon conversion into other securities
alone or other securities and cash pursuant to any plan
or merger, consolidation, reorganization,
recapitalization or readjustment;
(7) Upon conversion of Securities pursuant to their terms
into other securities;
(8) Upon exercise of subscription, purchase or other similar
rights represented by Securities;
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(9) For the payment of interest, management or supervisory
fees, distributions or operating expenses of the Fund(s);
(10) In payment of fees and in reimbursement of the expenses
and liabilities of the Custodian attributable to the
Fund. The Custodian may not use Securities for such
payment unless the Custodian has received from the
investment adviser to the Fund a list of Securities, all
or any of which the Custodian shall have the right to
sell, assign or deliver at a private or public sale. The
Fund shall direct its investment adviser upon request
from the Custodian to promptly select and list for the
Custodian liquid and readily marketable Securities to be
sold in order to pay amounts owed by the Fund to the
Custodian. In the event that the investment advisor does
not promptly provide such a list of Securities, the Fund
will promptly provide the Custodian with such a list. In
the event that the Fund does not do so, the Custodian,
after reasonable notice to the Fund, may sell a pro rata
portion of each Security to cover such fees and expenses;
(11) In connection with any borrowings by the Fund or short
sales of securities requiring a pledge of Securities, but
only against receipt of amounts borrowed;
(12) In connection with any loans, but only against receipt of
adequate collateral as specified in Instructions which
shall reflect any restrictions applicable to the Fund.
(13) For the purpose of redeeming Shares of the capital stock
of the Fund and the delivery to, or the crediting to the
account of, the Custodian or the Fund's transfer agent,
such Shares to be purchased or redeemed;
(14) For the purpose of redeeming in kind Shares of the Fund
against delivery to the Bank, its Subcustodian or the
Fund's transfer agent of such shares to be so redeemed;
(15) For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian and a
broker-dealer registered under the Securities Exchange
Act of 1934 (the "Exchange Act") and a member of The
National Association of Securities Dealers, Inc.
("NASD"), relating to compliance with the rules of The
Options Clearing Corporation and of any registered
national securities exchange, or of any similar
organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund.
The Custodian will act only in accordance with
Instructions in the delivery of Securities to be held in
escrow and will have no responsibility or liability for
any such Securities which are not returned promptly when
due other than to make proper requests for such return;
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(16) For spot or forward foreign exchange transactions to
facilitate security trading, receipt of income from
Securities or related transactions;
(17) Upon the termination of this Agreement; and
(18) For other proper purposes as may be specified in
Instructions issued by an officer of the Fund which shall
include a statement of the purpose for which the delivery
or payment is to be made, the amount of the payment or
specific Securities to be delivered, the name of the
person or persons to whom delivery or payment is to be
made, and a statement that the purpose is a proper
purpose under the instruments governing the Fund.
(c) Actions Which May Be Taken without Instructions. Unless an
Instruction to the contrary is received, the Custodian shall:
(1) Collect all income due or payable, provided that the
Custodian shall not be responsible for the failure to
receive payment of (or late payment of) distributions or
other payments with respect to Securities or other
property held in the account, in any case where the
Custodian does not receive any payment due to the Fund
within a reasonable timeafter the Custodian has made
proper demands for the same, it shall so notify the Fund
in writing, including copies of all demand letters, any
written responses thereto, and memoranda of all oral
responses thereto and to telephonic demands;
(2) Present for payment and collect the amount payable upon
all Securities which may mature or be called, redeemed,
retired or otherwise become payable. Notwithstanding the
foregoing, the Custodian shall have no responsibility to
the Fund for monitoring or ascertaining any call,
redemption or retirement dates with respect to put bonds
or similar instruments (which are owned by the Fund and
held by the Custodian or its nominees) where such dates
are not published in sources routinely used by the
Custodian provided that the Custodian has exercised
reasonable care in the selection and use of such sources.
Nor shall the Custodian have any responsibility or
liability to the Fund for any loss by the Fund for any
missed payments or other defaults resulting therefrom,
unless the Custodian received timely notification from
the Fund specifying the time, place and manner for the
presentment of any such put bond owned by the Fund and
held by the Custodian or its nominee. The Custodian shall
not be responsible and assumes no liability for the
accuracy or completeness of any notification which is
received by the Custodian or its subcustodians from a
third party and which the Custodian may furnish to the
Fund with respect to put bonds or similar instruments;
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(3) Surrender Securities in temporary form for definitive
Securities;
(4) Hold directly, or through a Securities Depository with
respect to Securities therein deposited, for the account
of the Fund all rights and similar Securities issued with
respect to any Securities held by the Custodian hereunder
for the Fund;
(5) Submit or cause to be submitted to the Fund or its
investment advisor as designated by the Fund information
actually received by the Custodian regarding ownership
rights pertaining to property held for the Fund;
(6) Deliver or cause to be delivered any Securities held for
the Fund in exchange for other Securities or cash issued
or paid in connection with the mandatory liquidation,
reorganization, refinancing, merger, consolidation or
recapitalization of any corporation, or the exercise of
any conversion privilege;
(7) Deliver or cause to be delivered any Securities held for
the Fund to any protective committee, reorganization
committee or other person in connection with the
mandatory reorganization, refinancing, merger,
consolidation or recapitalization or sale of assets of
any corporation, and receive and hold under the terms of
this Agreement such certificates of deposit, interim
receipts or other instruments or documents as may be
issued to it to evidence such delivery;
(8) Make or cause to be made such transfers or exchanges of
the assets specifically allocated to the Fund and take
such other steps as shall be stated in Instructions to be
for the purpose of effectuating any duly authorized plan
of liquidation, reorganization, merger, consolidation or
recapitalization of the Fund;
(9) Deliver Securities upon the receipt of payment in
connection with any repurchase agreement related to such
Securities entered into by the Fund;
(10) Deliver Securities owned by the Fund to the issuer
thereof or its agent when such Securities are called,
redeemed, retired or otherwise become payable; provided,
however, that in any such case the cash or other
consideration is to be delivered to the Custodian.
Notwithstanding the foregoing, the Custodian shall have
no responsibility to the Fund for monitoring or
ascertaining any call, redemption or retirement dates
with respect to the put bonds or similar instruments
where such dates are not published in sources routinely
used by the Custodian which are owned by the Fund and
held by the Custodian or its nominee provided that the
Custodian has used reasonable care in the selection and
use of such sources. Nor shall the Custodian have any
responsibility or liability to the Fund for any loss by
the
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Fund for any missed payment or other default
resulting therefrom unless the Custodian received
timely notification from the Fund specifying the
time, place and manner for the presentment of any such
put bond owned by the Fund and held by the Custodian
or its nominee. The Custodian shall not be responsible
and assumes no liability to the Fund for the accuracy
or completeness of any notification which is received
by the Custodian or its subcustodians from a third
party and which the Custodian may furnish to the Fund
with respect to put bonds or similar investments;
(11) Endorse and collect all checks, drafts or other orders
for the payment of money received by the Custodian for
the account of the Fund on the same day as received
provided that such checks, drafts and orders are received
on a time mutually agreed by the parties; and
(12) Execute any and all documents, agreements or other
instruments as may be necessary or desirable for the
accomplishment of the purposes of this Agreement.
(d) Confirmation and Statements. Promptly after the close of
business on each day, the Custodian shall furnish the Fund
with confirmations and a summary of all transfers to or from
the account of the Fund during the day. Where securities
purchased by the Fund are in a fungible bulk of securities
registered in the name of the Custodian (or its nominee) or
shown on the Custodian's account on the books of a Securities
Depository, the Custodian shall by book-entry or otherwise
identify the quantity of those securities belonging to the
Fund. At least monthly, the Custodian shall furnish the Fund
with a detailed statement of the Securities and monies held
for the Fund under this Custody Agreement.
(e) Registration of Securities. The Custodian is authorized to
hold all Securities, Assets, or other property of the Fund in
nominee name, in bearer form or in book-entry form. The
Custodian may register any Securities, Assets or other
property of the Fund in the name of the Fund, in the name of
the Custodian, any domestic subcustodian, or Foreign
Custodian, in the name of any duly appointed registered
nominee of such entity, or in the name of a Securities
Depository or its successor or successors, or its nominee or
nominees. The Fund agrees to furnish to the Custodian
appropriate instruments to enable the Custodian to hold or
deliver in proper form for transfer, or to register in the
name of its registered nominee or in the name of a Securities
Depository, any Securities which it may hold for the account
of the Fund and which may from time to time be registered in
the name of the Fund.
(f) Segregated Accounts. In accord with Instructions, the
Custodian will from time to time establish segregated accounts
on behalf of the Fund to hold and deal with specified assets.
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3. SETTLEMENT OF FUND TRANSACTIONS.
(a) Customary Practices. Settlement of transactions may be
effected in accordance with trading and processing practices
customary in the jurisdiction or market where the transaction
occurs. The Fund acknowledges that this may, in certain
circumstances, require the delivery of cash or Securities (or
other property) without the concurrent receipt of Securities
(or other property) or cash. In such circumstances, the
Custodian shall have no responsibility for nonreceipt of
payments (or late payment) or nondelivery of Securities or
other property (or late delivery) by the counterparty.
(b) Contractual Income. Unless the parties agree to the
contrary, the Custodian shall credit the Fund, in accordance
with the Custodian's standard operating procedure, with income
and maturity proceeds on securities on contractual payment
date net of any taxes or upon actual receipt. To the extent
the Custodian credits income on contractual payment date,
where the Custodian does not receive any payment due to the
Fund within a reasonable time after the Custodian has made
reasonable demand for the same, it shall so notify the Fund in
writing, including copies of all demand letters, any written
responses thereto, and memoranda of all oral responses thereto
and to telephonic demands, and twenty-four (24) hours after
such notice to the Fund, the Custodian shall have the right to
reverse such accounting entries with back value to the
contractual payment date.
(c) Contractual Settlement. Unless the parties agree to the
contrary, the Custodian will attend to the settlement of
securities transactions in accordance with the Custodian's
standard operating procedure, on the basis of either
contractual settlement date accounting or actual settlement
date accounting. To the extent the Custodian settles certain
securities transactions on the basis of contractual settlement
date accounting, where the Custodian does not receive any
payment due to the Fund within a reasonable time after the
Custodian has made reasonable demand for the same, it shall so
notify the Fund in writing, including copies of all demand
letters, any written responses thereto, and memoranda of all
oral responses thereto and to telephonic demands, and
twenty-four (24) hours after such notice to the Fund, it shall
have the right to reverse with back value to the contractual
settlement date any entry relating to such contractual
settlement.
4. LENDING OF SECURITIES. The Custodian may lend the assets of the Fund in
accordance with the terms and conditions of a separate securities lending
agreement.
5. PERSONS HAVING ACCESS TO ASSETS OF THE FUND.
(a) No trustee or agent of the Fund, and no officer, director,
employee or agent of the Fund's investment adviser, of any
sub-investment adviser of the Fund, or of the Fund's
administrator, shall have physical access to the assets of the
Fund held by the Custodian or be authorized or permitted to
withdraw any investments of the Fund, nor shall the Custodian
deliver any assets of the Fund to any such person.
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No officer, director, employee or agent of the Custodian who
holds any similar position with the Fund's investment adviser,
with any sub-investment adviser of the Fund or with the Fund's
administrator shall have access to the assets of the Fund.
(b) Nothing in this Section 5 shall prohibit any duly authorized
officer, employee or agent of the Fund, or any duly authorized
officer, director, employee or agent of the investment
adviser, of any sub-investment adviser of the Fund or of the
Fund's administrator, from giving Instructions to the
Custodian so long as it does not result in delivery of or
access to assets of the Fund prohibited by paragraph (a) of
this Section 5.
6. STANDARD OF CARE; SCOPE OF CUSTODIAL RESPONSIBILITIES.
(a) Standard of Care. In performing under this Agreement Custodian
shall be required to exercise reasonable care and diligence
and to act in good faith and to use its best efforts to assure
the accuracy and completeness of all services performed.
(1) Notwithstanding any other provision of this Custody
Agreement, the Custodian shall not be liable for any
loss or damage, including counsel fees, resulting from
its action or omission to act or otherwise, except for
any such loss or damage arising out of the negligence
or willful misconduct of the Custodian. The Custodian
represents and warrants that it presently maintains a
blanket bond ("Bond") which provides standard fidelity
and non-negligent loss coverage with respect to
securities which may be held by the Custodian. The
Custodian agrees that if at any time the Custodian for
any reason discontinues such coverage, it shall
immediately notify the Fund in writing. The Custodian
represents that only the named insured on the Bond,
which includes the Custodian but not any of the
Custodian's customers, is directly protected against
loss.
(2) The Custodian may, with respect to questions of law
involved in any action to be taken or omitted by the
Custodian pursuant to the Agreement, apply for and
obtain the advice and opinion of counsel to the Fund or
of its own counsel. If the Custodian obtains the prior
approval of the Fund, which approval shall not be
unreasonably withheld, any such expenses shall be paid
by the Fund, and the Custodian shall be fully
protected with respect to anything done or omitted by
it in good faith in conformity with such advice or
opinion, provided, however, that the Custodian shall be
required to conform to the relevant standard of care
under this Agreement.
(b) Scope of Duties. Without limiting the generality of the
foregoing, the Custodian shall be under no duty or obligation
to inquire into, and shall not be liable for:
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(1) The acts or omissions of any agent appointed pursuant
to Instructions of the Fund or its investment advisor
including, but not limited to, any broker-dealer or
other entity to hold any Securities or other property
of the Fund as collateral or otherwise pursuant to any
investment strategy.
(2) The validity of the issue of any Securities purchased
by the Fund, the legality of the purchase thereof, or
the propriety of the amount paid therefor;
(3) The legality of the sale of any Securities by the Fund
or the propriety of the amount for which the same are
sold;
(4) The legality of the issue or sale of any Shares, or the
sufficiency of the amount to be received therefor;
(5) The legality of the redemption of any Shares, or the
propriety of the amount to be paid therefor;
(6) The legality of the declaration or payment of any
distribution of the Fund;
(7) The legality of any borrowing for temporary
administrative or emergency purposes.
(c) No Liability until Receipt. The Custodian shall not be liable
for, or considered to be the Custodian of, any money, whether
or not represented by any check, draft, or other instrument
for the payment of money, received by it on behalf of the Fund
until the Custodian actually receives and collects such money.
(d) Amounts Due from Transfer Agent. The Custodian shall not be
required to effect collection of any amount due to the Fund
from the Fund's transfer agent nor be required to cause
payment or distribution by such transfer agent of any amount
paid by the Custodian to the transfer agent.
(e) Collection Where Payment Refused. The Custodian shall not be
required to take action to effect collection of any amount, if
the Securities upon which such amount is payable are in
default, or if payment is refused after due demand or
presentation, unless and until it shall be directed to take
such action and it shall be assured to its satisfaction of
reimbursement of its related costs and expenses.
(f) No Duty to Ascertain Authority. The Custodian shall not be
under any duty or obligation to ascertain whether any
Securities at any time delivered to or held by it for the Fund
are such as may properly be held by the Fund under the
provisions of its governing instruments or Prospectus.
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(g) Reliance on Instructions. The Custodian shall be entitled to
rely upon any Written Instruction, notice or other instrument
in writing received by the Custodian and reasonably believed
by the Custodian to be genuine and to be signed by an officer
or Authorized Person of the Fund. Where the Custodian is
issued Oral Instructions, the Fund acknowledges that if
written confirmation is requested, the validity of the
transactions or enforceability of the transactions authorized
by the Fund shall not be affected if such confirmation is not
received or is contrary to Oral Instructions given. The
Custodian shall be under no duty to question any direction of
an Authorized Person to review any property held in the
account, to make any suggestions with respect to the
investment of the assets in the account, or to evaluate or
question the performance of any Authorized Person. The
Custodian shall not be responsible or liable for any
diminution of value of any securities or other property held
by the Custodian.
7. APPOINTMENT OF SUBCUSTODIANS. The Custodian is hereby authorized to
appoint one or more domestic subcustodians (which may be an affiliate of the
Custodian) to hold Securities and monies at any time owned by the Fund. The
Custodian is also hereby authorized when acting pursuant to Instructions to: 1)
place assets with any Foreign Custodian located in a jurisdiction which is not a
Selected Country and with Euroclear, Clearstream, Banc One or any other
transnational depository; and 2) place assets with a broker or other agent as
subcustodian in connection with futures, options, short selling or other
transactions. When acting pursuant to such Instructions, the Custodian shall not
be liable for the acts or omissions of any subcustodian so appointed. Any
subcustodian appointed pursuant to this provision must meet the requirements of
the Act regarding U. S. or foreign custody, as applicable.
8. OVERDRAFT FACILITY AND SECURITY FOR PAYMENT. In the event that the
Custodian receives Instructions to make payments or transfers of monies on
behalf of the Fund for which there would be, at the close of business on the
date of such payment or transfer, insufficient monies held by the Custodian on
behalf of the Fund, the Custodian may, in its sole discretion, provide an
overdraft (an "Overdraft") to the Fund in an amount sufficient to allow the
completion of such payment or transfer. Any Overdraft provided hereunder: (a)
shall be payable on the next Business Day, unless otherwise agreed by the Fund
and the Custodian; and (b) shall accrue interest from the date of the Overdraft
to the date of payment in full by the Fund at a rate agreed upon from time to
time, by the Custodian and the Fund or, in the absence of specific agreement, by
such rate as charged to other customers of Custodian under procedures uniformly
applied. The Custodian and the Fund acknowledge that the purpose of such
Overdraft is to temporarily finance the purchase of Securities for prompt
delivery in accordance with the terms hereof, to meet unanticipated or unusual
redemptions, to allow the settlement of foreign exchange contracts or to meet
other unanticipated Fund expenses. The Custodian shall promptly notify the Fund
(an "Overdraft Notice") of any Overdraft. To secure payment of any Overdraft,
the Fund hereby grants to the Custodian a continuing security interest in and
right of setoff against the Securities and cash in the Fund's account from time
to time in the full amount of such Overdraft. Should the Fund fail to pay
promptly any amounts owed hereunder, the Custodian shall be entitled to use
available cash in the Fund's account and to liquidate Securities in the account
as necessary to meet the Fund's obligations under the Overdraft. Prior to
liquidation of Securities the Custodian
12
shall request that the Fund provide or direct its investment adviser to provide
a list of the Securities to be sold to meet the Fund's obligations. In the event
that the Fund or the investment advisor does not promptly provide such a list of
Securities, the Custodian, after notice to the Fund, may liquidate Securities in
an amount necessary to meet the Fund's overdraft obligations. In any such case,
and without limiting the foregoing, the Custodian shall be entitled to take such
other actions(s) or exercise such other options, powers and rights as the
Custodian now or hereafter has as a secured creditor under the Massachusetts
Uniform Commercial Code or any other applicable law.
9. TAX OBLIGATIONS. For purposes of this Agreement, "Tax Obligations"
shall mean taxes, withholding, certification and reporting requirements, claims
for exemptions or refund, interest, penalties, additions to tax and other
related expenses. To the extent that the Custodian has received relevant and
necessary information with respect to the Account, the Custodian shall perform
the following services with respect to Tax Obligations:
(a) the Custodian shall file claims for exemptions or refunds
with respect to withheld foreign (non-U.S.) taxes in
instances in which such claims are appropriate; and
(b) the Custodian shall provide to the Fund or the Authorized
Person such information received by the Custodian which
could, in the Custodian's reasonable belief, assist the Fund
or the Authorized Person in the submission of any reports or
returns with respect to Tax Obligations. The Fund shall inform
the Custodian in writing as to which party or parties shall
receive information from the Custodian.
The Custodian shall provide such other services with respect to Tax Obligations,
including preparation and filing of tax returns and reports and payment of
amounts due (to the extent funded), as requested by the Fund and agreed to by
the Custodian in writing. The Custodian shall have no independent obligation to
determine the existence of any information with respect to, or the extent of,
any Tax Obligations now or hereafter imposed on the Fund or the Account by any
taxing authority. Except as specifically provided herein or agreed to in writing
by the Custodian, the Custodian shall have no obligations or liability with
respect to Tax Obligations, including, without limitation, any obligation to
file or submit returns or reports with any taxing authorities.
In making payments to service providers pursuant to Instructions, the Fund
acknowledges that the Custodian is acting as a paying agent and not as the
payor, for tax information reporting and withholding purposes.
13
ARTICLE II
----------
FOREIGN CUSTODY MANAGER SERVICES
--------------------------------
1. DELEGATION. The Board delegates to, and the Custodian hereby agrees to
accept responsibility as the Fund's Foreign Custody Manager for selecting,
contracting with and monitoring Foreign Custodians in Selected Countries set
forth in Appendix C in accordance with Rule 17f-5(c).
2. CHANGES TO APPENDIX C. Appendix C may be amended from time to time to
add or delete jurisdictions by written agreement signed by an Authorized Person
of the Fund and the Custodian, but the Custodian reserves the right to delete
jurisdictions upon reasonable notice to the Fund.
3. REPORTS TO BOARD. Custodian shall provide written reports notifying the
Board of the placement of Assets with a particular Foreign Custodian and of any
material change in Fund's foreign custody arrangements. Such reports shall be
provided to the Board quarterly, except as otherwise agreed by the Custodian and
the Fund.
4. MONITORING SYSTEM. In each case in which the Custodian has exercised
delegated authority to place Assets with a Foreign Custodian, the Custodian
shall establish a system, to re-assess or re-evaluate selected Foreign
Custodians, at least annually in accordance with Rule 17f-5(c)(3).
5. STANDARD OF CARE. In exercising the delegated authority under this
Article II of the Agreement, the Custodian agrees to exercise reasonable care,
prudence and diligence such as a person having responsibility for the
safekeeping of the Assets would exercise in like circumstances. Contracts with
Foreign Custodians shall provide for reasonable care for Assets based on the
standards applicable to Foreign Custodians in the Selected Country. In making
this determination, the Custodian shall consider the provisions of Rule
17f-5(c)(2).
6. USE OF SECURITIES DEPOSITORIES. In exercising its delegated authority,
the Custodian may assume, unless instructed in writing to the contrary, that the
Board or the Fund's investment adviser has determined, pursuant to Rule 17f-7,
to place and maintain foreign assets with any Securities Depository as to which
the Custodian has provided the Fund with a Risk Analysis.
ARTICLE III
-----------
INFORMATION SERVICES
--------------------
1. RISK ANALYSIS. The Custodian will provide the Fund and the Fund's
investment adviser with a Risk Analysis with respect to Securities Depositories
operating in the countries listed in Appendix C. If the Custodian is unable to
provide a Risk Analysis with respect to a particular Securities Depository, it
will notify the Fund and the Fund's investment adviser. If a new
14
Securities Depository commences operation in one of the Appendix C countries,
the Custodian will provide the Fund and the Fund's investment adviser with a
Risk Analysis in a reasonably practicable time after such Securities Depository
becomes operational. If a new country is added to Appendix C, the Custodian will
provide the Fund with a Risk Analysis with respect to each Securities Depository
in that country within a reasonably practicable time after the addition of the
country to Appendix C.
2. MONITORING OF SUBCUSTODIANS AND SECURITIES DEPOSITORIES. The Custodian
will monitor the appropriateness of maintaining assets with each Foreign
Custodian which is appointed by the Custodian as required under Rule 17f-5(c)(3)
and the custody risks associated with maintaining assets with each Securities
Depository for which it has provided the Fund with a Risk Analysis as required
under Rule 17f-7(a)(l)(i). The Custodian will promptly notify the Fund or its
investment adviser of any material change in these risks.
3. USE OF AGENTS. The Custodian may and intends to employ agents,
including, but not limited to Foreign Custodians, to perform its
responsibilities under Sections 1 and 2 above.
4. EXERCISE OF REASONABLE CARE. The Custodian will exercise reasonable
care, prudence, and diligence in performing its responsibilities under this
Article III. With respect to the Risk Analyses provided or monitoring performed
by an agent, the Custodian will exercise reasonable care in the selection of
such agent, and shall be entitled to rely upon information provided by agents so
selected in the performance of its duties and responsibilities under this
Article III.
5. LIABILITIES AND WARRANTIES. While the Custodian will take reasonable
precautions to ensure that information provided is accurate, the Custodian shall
have no liability with respect to information provided to it by third parties.
Due to the nature and source of information, and the necessity of relying on
various information sources, most of which are external to the Custodian, the
Custodian shall have no liability for direct or indirect use of such
information.
ARTICLE IV
----------
GENERAL PROVISIONS
------------------
1. COMPENSATION.
(a) The Fund will compensate the Custodian for its services
rendered under this Agreement in accordance with the fees
set forth in a separate Fee Schedule, which may be modified
upon mutual written agreement of the parties.
(b) The Custodian will xxxx the Fund as soon as practicable after
the end of each calendar month. The Fund will promptly pay to
the Custodian the amount of such billing.
15
(c) If not paid directly or timely by the Fund, the Custodian may
charge against assets held on behalf of the Fund compensation
and any expenses incurred by the Custodian in the performance
of its duties pursuant to this Agreement. The Custodian shall
also be entitled to charge against assets of the Fund the
amount of any loss, damage, liability or expense incurred with
respect to the Fund, including counsel fees, for which it
shall be entitled to reimbursement under the provisions of
this Agreement. The expenses which the Custodian may charge
include, but are not limited to, the expenses of domestic
subcustodians and Foreign Custodians incurred in settling
transactions.
2. INSOLVENCY OF FOREIGN CUSTODIANS. The Custodian shall be responsible
for losses or damages suffered by the Fund arising as a result of the insolvency
of a Foreign Custodian only to the extent that the Custodian failed to comply
with the standard of care set forth in Article II with respect to the selection
and monitoring of such Foreign Custodian.
3. LIABILITY FOR DEPOSITORIES. The Custodian shall not be responsible for
any losses resulting from the deposit or maintenance of Securities, Assets or
other property of the Fund with a Securities Depository.
4. DAMAGES. Under no circumstances shall the Custodian be liable for any
indirect, consequential or special damages with respect to its role as Foreign
Custody Manager, Custodian or information vendor.
5. INDEMNIFICATION; LIABILITY OF THE FUND.
(a) The Fund shall indemnify and hold the Custodian harmless from
all liability and expense, including reasonable counsel fees
and expenses, arising out of the performance of the
Custodian's obligations under this Agreement except as a
result of the Custodian's negligence or willful misconduct.
(b) The Fund and the Custodian agree that the obligations of the
Fund under this Agreement shall not be binding upon any of the
Directors, Trustees, shareholders, nominees, officers,
employees or agents, whether past, present or future, of the
Fund, individually, but are binding only upon the assets and
property of the Fund.
6. FORCE MAJEURE. Notwithstanding anything in this Agreement to the
contrary, the Custodian shall not be liable for any losses resulting from or
caused by events or circumstances beyond its reasonable control, including, but
not limited to, losses resulting from nationalization, strikes, expropriation,
devaluation, revaluation, confiscation, seizure, cancellation, destruction or
similar action by any governmental authority, de facto or de jure; or enactment,
promulgation, imposition or enforcement by any such governmental authority of
currency restrictions, exchange controls, taxes, levies or other charges
affecting the Fund's property; or the breakdown, failure or malfunction of any
utilities or telecommunications systems not within the reasonable control of the
Custodian; or any order or regulation of any banking or securities industry
including changes
16
in market rules and market conditions affecting the execution or settlement of
transactions; or acts of war, terrorism, insurrection or revolution; or any
other similar event.
7. TERMINATION.
(a) Either party may terminate this Agreement by giving the other
party ninety (90) days notice in writing, specifying the date
of such termination. In the event notice is given by the Fund,
the Fund's Board shall designate a successor.
(b) In the event notice of termination is given by the Custodian,
the Fund shall, on or before the termination date, designate a
successor custodian. In the absence of such designation, the
Custodian may designate a successor custodian, which shall be
a person qualified to so act under the Act for the Fund. If
the Fund fails to designate a successor custodian, the Fund
shall, upon the date specified in the notice of termination,
and upon the delivery by the Custodian of all Securities and
monies then owned by the Fund, be deemed to be its own
custodian and the Custodian shall thereby be relieved of all
duties and responsibilities under this Agreement other than
the duty with respect to Securities held in the Book-Entry
System which cannot be delivered to the Fund.
(c) Upon termination of the Agreement, the Custodian shall, upon
receipt of a notice of acceptance by the successor custodian,
deliver to the successor all Securities and monies then held
by the Custodian on behalf of the Fund.
(d) In the event of a dispute following the termination of this
Agreement, all relevant provisions shall be deemed to continue
to apply to the obligations and liabilities of the parties.
(e) The obligations of the Fund to compensate the Custodian for
services performed by the Custodian for the Fund, and to
reimburse or indemnify the Custodian for any expense, loss or
liability incurred, or funds advanced, by the Custodian, while
serving as Custodian under the Agreement shall survive the
termination of this Agreement and the Custodian's rights with
respect thereto shall not be transferred to any successor
custodian.
8. INSPECTION OF BOOKS AND RECORDS. The books and records of the Custodian
shall be open to inspection and audit at reasonable times by officers and
auditors employed by the Fund at its own expense and with prior written notice
to the Custodian, and by the appropriate employees of the Securities and
Exchange Commission.
9. COOPERATION WITH ACCOUNTANTS. The Custodian shall cooperate with the
Fund's independent public accountants and shall take all reasonable action in
the performance of its obligations under this Agreement to assure that the
necessary information is made available to such accountants for the expression
of their opinion, as such may be required from time to time by the Fund.
17
10. CONFIDENTIALITY. The Custodian agrees on behalf of itself and its
employees to treat confidentially all records and other information relative to
the Fund and its prior, present, or potential shareholders, except, after prior
notification to and approval in writing by the Fund, which approval shall not be
unreasonably withheld and may not be withheld where the Custodian may be exposed
to civil or criminal contempt proceedings for failure to comply, when requested
to divulge such information by duly constituted authorities, or when so
requested by the Fund.
11. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
12. MISCELLANEOUS.
(a) Appendix A is a List of Authorized Persons (the "List") signed
by the Secretary of the Fund setting forth the names and the
signatures of Authorized Persons. The Fund shall furnish a new
List when the List of Authorized Persons is changed in any
way. Until a new List is received, the Custodian shall be
fully protected in acting upon Oral and Written Instructions
from Authorized Persons as set forth in the last delivered
List.
(b) Appendix B is a certificate signed by the Secretary of the
Fund setting forth the names and the signatures of the present
officers of the Fund. The Fund agrees to furnish to the
Custodian a new certificate when any changes are made. Until a
new certificate is received, the Custodian shall be fully
protected in relying upon the last delivered certificate.
(c) Any required written notice or other instrument shall be
sufficiently given if addressed to the Custodian or the Fund
as the case may be and delivered to it at its offices at:
The Custodian:
Mellon Bank
Xxx Xxxxxx Xxxx
Xxxx 0000
Xxxxxxxxxx, XX 00000-0000
Attn: Xxxxxxx X. Xxxxxxxxx
The Fund:
AETNA MUTUAL FUNDS
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attn. Xxxxxxxxx XxXxxxx
18
or at such other place as the parties may from time to time
designate to the other in writing.
(d) This Agreement may not be amended or modified except by a
written agreement executed by both parties.
(e) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable
by the Fund without the written consent of the Custodian, or
by the Custodian without the written consent of the Fund
authorized or approved by a vote of the Board, provided,
however, that the Custodian may with prior written notice to
the Fund assign the Agreement or any function thereof to any
corporation or entity which directly or indirectly is
controlled by, or is under common control with, the Custodian
and any other attempted assignment without written consent
shall be null and void.
(f) Nothing in this Agreement shall give or be construed to give
or confer upon any third party any rights hereunder.
(g) The Custodian represents that it is a U.S. Bank within the
meaning of paragraph (a)(7) of Rule 17f-5.
(h) The Fund acknowledges and agrees that, except as expressly set
forth in this Agreement, the Fund is solely responsible to
assure that the maintenance of the Fund's Securities and cash
hereunder complies with applicable laws and regulations,
including without limitation the Act and the rules and
regulations promulgated thereunder and applicable
interpretations thereof or exemptions therefrom. The Fund
represents that it has determined that it is reasonable to
rely on the Custodian to perform the responsibilities
delegated pursuant to this Agreement.
(i) This Agreement shall be construed in accordance with the laws
of The Commonwealth of Pennsylvania.
(j) The captions of the 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.
(k) Each party represents to the other that it has all necessary
power and authority, and has obtained any consent or approval
necessary to permit it, to enter into and perform this
Agreement and that this Agreement does not violate, give rise
to a default or right of termination under or otherwise
conflict with any applicable law, regulation, ruling, decree
or other governmental authorization or any contract to which
it is a party or by which any of its assets is bound.
19
(l) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
The Custodian acknowledges that the Fund is a Massachusetts business trust, and
that it is required by the Trust Agreement to limit its liability in all
agreements to the assets of the Fund. Consequently, to the extent required by
the Trust Agreement Custodian agrees that any claims by it against the Fund may
be satisfied only from the assets of the Fund, and no shareholders, trustees or
officers of the Fund may be held personally liable or responsible for any
obligations arising out of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective representatives duly authorized as of the day and year first
above written.
AETNA MUTUAL FUNDS
By: -----------------------------------
Name:
Title:
MELLON BANK, N. A.
By: -----------------------------------
Name:
Title:
20
APPENDIX A
----------
LIST OF AUTHORIZED PERSONS
--------------------------
I, Xxxxxxx Gioffre____________________, the Secretary of AETNA MUTAL
FUNDS, a business trust organized under the laws of the Commonwealth of
Massachusetts (the "Fund"), do hereby certify that:
The following individuals have been duly authorized as Authorized
Persons to give Instructions on behalf of the Fund and the specimen signatures
set forth opposite their respective names are their true and correct signatures:
Name Signature
---- ---------
J. Xxxxx Xxx -------------------------------------
Xxxxxxxxx X. XxXxxxx -------------------------------------
-------------------------------------
-------------------------------------
-------------------------------------
-------------------------------------
-------------------------------------
-------------------------------------
By:
---------------------------------
Secretary
Dated:
00
XXXXXXXX X
----------
FUND OFFICERS
-------------
I, Xxxxxxx Xxxxxxx, the Secretary of AETNA MUTUAL FUNDS, a business
trust organized under the laws of the Commonwealth of Massachusetts (the
"Fund"), do hereby certify that:
The following individuals serve in the following positions with the
Fund and each individual has been duly elected or appointed to each such
position and qualified therefor in conformity with the Fund's governing
instrument and the specimen signatures set forth opposite their respective names
are their true and correct signatures:
Name Position Signature
---- -------- ---------
J. Xxxxx Xxx President ---------------------------------
Xxxxxxxxx X. XxXxxxx Treasurer ---------------------------------
Xxxxxxx Xxxxxxx Secretary ---------------------------------
Xxxxx Xxxxxxx Vice President ---------------------------------
By: --------------------------------------
Secretary
Dated:
22
APPENDIX C
----------
SELECTED COUNTRIES
------------------
[List]
"*Note, Custodian will not act as a Foreign Custody Manager with respect to
assets held in this country. Holding assets and use of Mellon's usual
subcustodian in this country is subject to Instructions by the Fund and its
execution of a separate letter-agreement pertaining to custody and market
risks."
23
APPENDIX D
----------
ANCILLARY INFORMATION SERVICES AGREEMENT
----------------------------------------
Until Custodian provides a Risk Analysis pursuant to Article III of the
Agreement with respect to a Securities Depository operating in a particular
country as set forth on Appendix C, the following sets forth our agreement with
respect to the delivery of certain information to the Board or its agents as
requested by the Board from time to time. These terms shall control over the
provisions of Article III of this Agreement but shall cease to apply as to any
country for which Custodian provides a Risk Analysis for one or more Securities
Depositories operating therein. Otherwise, unless continued as provided below,
these provisions shall expire on July 2, 2001.
After expiration, the information set forth in Sections 2, A and B
below may be provided as agreed upon from time to time in writing between the
Fund and the Custodian subject to Section 3 hereof.
1. PROVISION OF INFORMATION. In accordance with the provisions of this
Information Services Agreement, the Custodian agrees to provide to the Board, or
at the direction of the Board, the Fund's investment advisors, the information
set forth in Section 2, below, with respect to Foreign Custodians and Securities
Depositories which hold Securities, Assets, or other property of the Fund and
the systems and environment for securities processing in the jurisdiction in
which such Foreign Custodians or Securities Depositories are located. The
Custodian shall provide only that portion of such information as is reasonably
available to it.
2. INFORMATION TO BE PROVIDED.
A. COUNTRY INFORMATION
o Settlement Environment
o Depository
o Settlement Period
o Trading
o Security Registration
o Currency
o Foreign Investment Restrictions
o Entitlements
o Proxy Voting
o Foreign Taxation
B. SUBCUSTODIAN INFORMATION
o Financial Information
o Regulator
o External Auditor
o How Securities are Held
24
o Operational Capabilities
o Insurance Coverage
C. DEPOSITORY INFORMATION (IF APPLICABLE TO THE COUNTRY)
o Name
o Information relative to Determining Compulsory or Voluntary
Status of the Facility
o Type of Entity
o Ownership Structure
o Operating History
o Eligible Instruments
o Security Form
o Financial Data
o Regulator
o External Auditor
D. INFORMATION ON THE FOLLOWING LEGAL QUESTIONS
o Would the applicable foreign law restrict the access afforded the
independent public accountants of the Fund to books and records
kept by a Foreign Custodian?
o Would the applicable foreign law restrict the ability of the Fund
to recover its assets in the event of bankruptcy of the Foreign
Custodian?
o Would the applicable foreign law restrict the ability of the Fund
to recover assets that are lost while under the control of the
Foreign Custodian?
o What are the foreseeable difficulties in converting the Fund's
cash into U.S. dollars?
3. LIABILITY AND WARRANTIES. While the Custodian will take reasonable
precautions to ensure that information provided is accurate, the Custodian shall
have no liability with respect to information provided to it by third parties.
Due to the nature and source of information, and the necessity of relying on
various information sources, most of which are external to the Custodian, the
Custodian shall have no liability for direct or indirect use of such
information. The Custodian makes no other warranty or representation, either
express or implied, as to the merchantability or fitness for any particular
purpose of the information provided under this Appendix D.
Acknowledged:
---------------------------- ---------------------------
Fund Custodian
00
XXXXXXXX X
AETNA MUTUAL FUNDS PARTY TO THIS AGREEMENT
AETNA SERIES FUND, INC., on behalf of
Aetna Money Market Fund
Aetna Bond Fund
Aetna Balanced Fund
Aetna Growth and Income Fund
Aetna Government Fund
Aetna Small Company Fund
Aetna Growth Fund
Aetna Ascent Fund
Aetna Crossroads Fund
Aetna Legacy Fund
Aetna Index Plus Large Cap Fund
Aetna Index Plus Mid Cap Fund
Aetna Index Plus Small Cap Fund
Aetna Technology Fund
Aetna Value Opportunity Fund
Aetna Principal Protection Fund I
Aetna Principal Protection Fund II
Aetna Principal Protection Fund III
Aetna Principal Protection Fund IV
Aetna Index Plus Protection Fund
Brokerage Cash Reserves
AETNA GENERATION PORTFOLIOS, INC., on behalf of
Aetna Ascent VP
Aetna Crossroads VP
Aetna Legacy VP
AETNA VARIABLE PORTFOLIOS, INC., on behalf of
Aetna Growth VP
Aetna Small Company VP
Aetna Value Opportunity VP
Aetna Technology VP
Aetna Index Plus Large Cap VP
Aetna Index Plus Mid Cap VP
Aetna Index Plus Small Cap VP
26
AETNA VARIABLE FUND
AETNA BALANCED VP, INC.
AETNA VARIABLE ENCORE FUND
AETNA INCOME SHARES
AETNA GET FUND, on behalf of
Series C
Series D
Series E
Series F
Series G
Series H
Series I
Series J
Series K
Series L
Series M
Series N
Series P
27
