AETNA VARIABLE PORTFOLIOS, INC.
NSAR Annual Filing
12/31/2001
Sub-Item 77Q1 - Exhibits Y
(e) Investment Advisory Agreements for Aetna Variable Portfolios,
Inc. and Subadvisory Agreement for Aetna Technology VP are attached
herewith.
(e.1) Investment Advisory Agreement
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made by and between AELTUS INVESTMENT MANAGEMENT,
INC. a Connecticut corporation (the "Adviser") and AETNA VARIABLE
PORTFOLIOS, INC., a Maryland corporation (the "Fund"), on behalf of
its portfolio, Aetna Growth VP (the "Portfolio"), as of the date
set forth above the parties' signatures.
W I T N E S S E T H
WHEREAS, the Fund is registered with the Securities and Exchange
Commission (the "Commission") as an open-end, diversified,
management investment company under the Investment Company Act of
1940 (the "1940 Act"); and
WHEREAS, the Fund has established the Portfolio; and
WHEREAS, the Adviser is registered with the Commission as an
investment adviser under the Investment Advisers Act of 1940
(the "Advisers Act"), and is in the business of acting as an
investment adviser; and
WHEREAS, the Fund, on behalf of the Portfolio, and the Adviser
desire to enter into an agreement to provide for investment
advisory and management services for the Portfolio on the terms
and conditions hereinafter set forth;
NOW THEREFORE, the parties agree as follows:
I. APPOINTMENT AND OBLIGATIONS OF THE ADVISER
Subject to the terms and conditions of this Agreement and the
policies and control of the Fund's Board of Directors (the
"Board"), the Fund, on behalf of the Portfolio, hereby appoints
the Adviser to serve as the investment adviser to the Portfolio,
to provide the investment advisory services set forth below in
Section II. The Adviser agrees that, except as required to carry
out its duties under this Agreement or otherwise expressly
authorized, it is acting as an independent contractor and not
as an agent of the Portfolio and has no authority to act for or
represent the Portfolio in any way.
II. DUTIES OF THE ADVISER
In carrying out the terms of this Agreement, the Adviser shall
do the following:
1. supervise all aspects of the operations of the Portfolio;
2. select the securities to be purchased, sold or exchanged
by the Portfolio or otherwise represented in the Portfolio's
investment portfolio, place trades for all such securities and
regularly report thereon to the Board;
3. formulate and implement continuing programs for the
purchase and sale of securities and regularly report thereon to
the Board;
4. obtain and evaluate pertinent information about
significant developments and economic, statistical and financial
data, domestic, foreign or otherwise, whether affecting the
economy generally, the Portfolio, securities held by or under
consideration for the Portfolio, or the issuers of those
securities;
5. provide economic research and securities analyses as the
Adviser considers necessary or advisable in connection with the
Adviser's performance of its duties hereunder;
6. obtain the services of, contract with, and provide
instructions to custodians and/or subcustodians of the Portfolio's
securities, transfer agents, dividend paying agents, pricing
services and other service providers as are necessary to carry
out the terms of this Agreement; and
7. take any other actions which appear to the Adviser and
the Board necessary to carry into effect the purposes of this
Agreement.
III. REPRESENTATIONS AND WARRANTIES
A. Representations and Warranties of the Adviser
The Adviser hereby represents and warrants to the Fund
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 Commission under the Advisers Act. The Adviser shall
maintain such registration 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 Portfolio in carrying out its
obligations hereunder.
B. Representations and Warranties of the Portfolio and the Fund
The Fund, on behalf of the Portfolio, hereby represents and warrants
to the Adviser as follows:
1. Due Incorporation and Organization. The Fund 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
obligations hereunder.
2. Registration. The Fund is registered as an investment
company with the Commission under the 1940 Act and shares of
the Portfolio are registered or qualified for offer and sale to
the public under the Securities Act of 1933 and all applicable
state securities laws. Such registrations or qualifications will
be kept in effect during the term of this Agreement.
IV. DELEGATION OF RESPONSIBILITIES
Subject to the approval of the Board and the shareholders of the
Portfolio, the Adviser may enter into a Subadvisory Agreement to
engage a subadviser to the Adviser with respect to the Portfolio.
V. BROKER-DEALER RELATIONSHIPS
A. Portfolio Trades
The Adviser shall place all orders for the purchase and
sale of portfolio securities for the Portfolio 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 Portfolio 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 or research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934)
to the Adviser 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
or research services a commission for executing a portfolio
transaction for the Portfolio 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
value of the brokerage or research services provided by such
broker or dealer and is paid in compliance with Section 28(e).
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 Adviser may
consider the sale of shares of the Portfolio and of other
investment companies advised by the Adviser as a factor in the
selection of brokers or dealers to effect transactions for the
Portfolio, subject to the Adviser's duty to seek best execution.
The Adviser may also select brokers or dealers to effect
transactions for the Portfolio that provide payment for expenses
of the Portfolio. The Board shall periodically review the
commissions paid by the Portfolio to determine if the commissions
paid over representative periods of time were reasonable in
relation to the benefits received.
VI. CONTROL BY THE BOARD
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 Portfolio 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:
1. all applicable provisions of the 1940 Act;
2. the provisions of the current Registration Statement of
the Fund;
3. the provisions of the Fund's Articles of Incorporation,
as amended;
4. the provisions of the Bylaws of the Fund, as amended; and
5. 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 Fund, on behalf of the
Portfolio, shall pay to the Adviser an annual fee, payable
monthly, equal to 0.60% of the average daily net assets of the
Portfolio. Except as hereinafter set forth, compensation under
this Agreement shall be calculated and accrued daily at the rate
of 1/365 (1/366 in the event of a leap year) of 0.60% of the daily
net assets of the Portfolio. If this Agreement becomes effective
subsequent to the first day of a month or terminates 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 set forth above. Subject to the
provisions of Section X hereof, payment of the Adviser's
compensation for the preceding month shall be made as promptly
as possible.
IX. EXPENSES
The expenses in connection with the management of the Portfolio
shall be allocated between the Portfolio and the Adviser as follows:
A. Expenses of the Adviser
The Adviser shall pay:
1. the salaries, employment benefits and other related
costs and expenses of those of its personnel engaged in providing
investment advice to the Portfolio, including without limitation,
office space, office equipment, telephone and postage costs; and
2. all fees and expenses of all directors, officers and
employees, if any, of the Fund who are employees of the Adviser,
including any salaries and employment benefits payable to those
persons.
B. Expenses of the Portfolio
The Portfolio shall pay:
1. investment advisory fees pursuant to this Agreement;
2. brokers' commissions, issue and transfer taxes or other
transaction fees payable in connection with any transactions in
the securities in the Portfolio's investment portfolio or other
investment transactions incurred in managing the Portfolio's
assets, including portions of commissions that may be paid to
reflect brokerage research services provided to the Adviser;
3. fees and expenses of the Portfolio's independent
accountants and legal counsel and the independent directors'
legal counsel;
4. fees and expenses of any administrator, transfer agent,
custodian, dividend, accounting, pricing or disbursing agent of
the Portfolio;
5. interest and taxes;
6. fees and expenses of any membership in the Investment
Company Institute or any similar organization in which the Board
deems it advisable for the Fund to maintain membership;
7. insurance premiums on property or personnel (including
officers and directors) of the Fund;
8. all fees and expenses of the Fund's directors, who are
not "interested persons" (as defined in the 1940 Act) of the
Fund or the Adviser;
9. expenses of preparing, printing and distributing proxies,
proxy statements, prospectuses and reports to shareholders of the
Portfolio, except for those expenses paid by third parties in
connection with the distribution of Portfolio shares and all
costs and expenses of shareholders' meetings;
10. all expenses incident to the payment of any dividend,
distribution, withdrawal or redemption, whether in shares of
the Portfolio or in cash;
11. costs and expenses (other than those detailed in paragraph
9 above) of promoting the sale of shares in the Portfolio,
including preparing prospectuses and reports to shareholders of
the Portfolio, provided, nothing in this Agreement shall prevent
the charging of such costs to third parties involved in the
distribution and sale of Portfolio shares;
12. fees payable by the Portfolio to the Commission or to any
state securities regulator or other regulatory authority for the
registration of shares of the Portfolio in any state or territory
of the United States or of the District of Columbia;
13. all costs attributable to investor services, administering
shareholder accounts and handling shareholder relations, (including,
without limitation, telephone and personnel expenses), which costs
may also be charged to third parties by the Adviser; and
14. any other ordinary, routine expenses incurred in the
management of the Portfolio's assets, and any nonrecurring or
extraordinary expenses, including organizational expenses,
litigation affecting the Portfolio and any indemnification by the
Fund of its officers, directors or agents.
Notwithstanding the above, the Adviser may waive a portion or all
of the fees it is entitled to receive.
In addition, the Adviser may reimburse the Fund, on behalf of a
Portfolio, for expenses allocated to a Portfolio.
The Adviser has agreed to waive fees and/or reimburse expenses
through December 31, 2002 so that the Portfolio's total annual
operating expenses (excluding distribution fees) do not exceed
0.80% of the average daily net assets.
X. ADDITIONAL SERVICES
Upon the request of the Board, the Adviser may perform certain
accounting, shareholder servicing or other administrative
services on behalf of the Portfolio that are not required by this
Agreement. Such services will be performed on behalf of the
Portfolio and the Adviser may receive from the Portfolio 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 Portfolio and its
shareholders. Payment or assumption by the Adviser of any Portfolio
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 Portfolio nor obligate the Adviser to
pay or assume any similar Portfolio expense on any subsequent
occasions.
XI. NONEXCLUSIVITY
The services of the Adviser to the Portfolio 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 Fund, and that officers
or directors of the Fund 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.
XII. TERM
This Agreement shall become effective on December 12, 2001, and
shall remain in force and effect through December 31, 2002,
unless earlier terminated under the provisions of Article XIV.
XIII. RENEWAL
Following the expiration of its initial term, the Agreement
shall continue in force and effect from year to year, provided
that such continuance is specifically approved at least annually:
1. a. by the Board, or
b. by the vote of a majority of the Portfolio's
outstanding voting securities (as defined in Section 2(a)(42)
of the 1940 Act), and
2. 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 Fund),
by votes cast in person at a meeting specifically called for
such purpose.
XIV. TERMINATION
This Agreement may be terminated at any time, without the payment
of any penalty, by vote of the Board or by vote of a majority of
the Portfolio'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 defined in Section 2(a)(4) of the 1940 Act).
XV. LIABILITY
The Adviser shall be liable to the Fund and shall indemnify the
Fund for any losses incurred by the Fund, whether in the
purchase, holding or sale of any security or otherwise, to the
extent that such losses resulted from an act or omission on the
part of the Adviser or its officers, directors or employees,
that is found to involve willful misfeasance, bad faith or
negligence, or reckless disregard by the Adviser of its duties
under this Agreement, in connection with the services rendered
by the Adviser hereunder.
XVI. NOTICES
Any notices under this Agreement shall be in writing, addressed
and delivered, mailed postage paid, or sent by other delivery
service, or by facsimile transmission to each party at such
address as each party may designate for the receipt of notice.
Until further notice, such addresses shall be:
if to the Fund, on behalf of the Portfolio:
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Fax number 860/000-0000
Attention: President
if to the Adviser:
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Fax number 860/000-0000
Attention: President or Chief Compliance Officer
XVII. 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 or orders of the
Commission issued pursuant to the 1940 Act, or contained in
no-action and interpretive positions taken by the Commission
staff. In addition, where the effect of a requirement of the
1940 Act reflected in the provisions of this Agreement is revised
by rule or order of the Commission, such provisions shall be
deemed to incorporate the effect of such rule or order.
XVIII. SERVICE MARK
The service mark of the Fund and the Portfolio and the name
"Aetna" have been adopted by the Fund with the permission of
Aetna Services, Inc. (formerly known as Aetna Life and Casualty
Company) and their continued use is subject to the right of
Aetna Services, Inc. to withdraw this permission in the event
the Adviser or another affiliated corporation of Aetna Services,
Inc. should not be the investment adviser of the Portfolio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed in duplicate by their respective officers on the
12th day of December, 2001.
Aeltus Investment Management, Inc.
Attest:
By:
/s/ Xxxxxxx Xxxxxxx
By:
/s/ Xxxx Xxxxxx
Name: Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxx
Title: Secretary Title: Executive Vice President
Aetna Variable Portfolios, Inc.
on behalf of its Portfolio
Aetna Growth VP
Attest:
By:
/s/ Xxxxx Xxxxxxx
By:
/s/ X. Xxxxx Xxx
Name: Xxxxx Xxxxxxx Name: X. Xxxxx Xxx
Title: Assistant Secretary Title: President
Investment Advisory Agreement
Schedule Pursuant to Rule 483(d)(2) under the Securities Act
of 1933
Investment Advisory Agreements have been entered into by Aetna
Variable Portfolios, Inc. on behalf of the following portfolios
in substantially the same form and type as exhibit (d) -
Investment Advisory Agreement, included herewith.
Date
Portfolio
Difference in
Compensation
Difference in
Expenses
12/12/2001
Aetna International VP
0.85% of the average daily net assets of the Portfolio
Total annual operating expenses (excluding distribution fees)
do not exceed 1.15% of the average daily net assets
12/12/2001
Aetna Small Company VP
0.75% of the average daily net assets of the Portfolio
Total annual operating expenses (excluding distribution fees)
do not exceed 0.95% of the average daily net assets
12/12/2001
Aetna Value Opportunity VP
0.60% of the average daily net assets of the Portfolio
Total annual operating expenses (excluding distribution fees)
do not exceed 0.80% of the average daily net assets
12/12/2001
Aetna Technology VP
0.95% of the average daily net assets of the Portfolio
Total annual operating expenses (excluding distribution fees)
do not exceed 1.15% of the average daily net assets
12/12/2001
Aetna Index Plus Large Cap VP
0.35% of the average daily net assets of the Portfolio
Total annual operating expenses (excluding distribution fees)
do not exceed 0.55% of the average daily net assets
12/12/2001
Index Plus Mid Cap VP
0.40% of the average daily net assets of the Portfolio
Total annual operating expenses (excluding distribution fees)
do not exceed 0.60% of the average daily net assets
12/12/2001
Index Plus Small Cap VP
0.40% of the average daily net assets of the Portfolio
Total annual operating expenses (excluding distribution fees)
do not exceed 0.60% of the average daily net assets
(e.2) Subadvisory Agreement
SUBADVISORY AGREEMENT
THIS AGREEMENT is made by and among AELTUS INVESTMENT MANAGEMENT,
INC., a Connecticut corporation (the "Adviser"), AETNA VARIABLE
PORTFOLIOS, INC., a Maryland Corporation (the "Fund"), on behalf
of its AETNA TECHNOLOGY VP (the "Series") and XXXXXX ASSET
MANAGEMENT, LLC, a Delaware limited liability company (the
"Subadviser"), as of the date set forth below.
W I T N E S S E T H
WHEREAS, the Fund is registered with the Securities and Exchange
Commission (the "Commission") as an open-end, diversified,
management investment company consisting of multiple investment
portfolios, under the Investment Company Act of 1940, as amended
(the "1940 Act"); and
WHEREAS, pursuant to authority granted by the Fund's Articles of
Incorporation, the Fund has established the Series as a separate
investment portfolio; and
WHEREAS, both the Adviser and the Subadviser are registered with
the Commission as investment advisers under the Investment
Advisers Act of 1940, as amended (the "Advisers Act") and both
are in the business of acting as investment advisers; and
WHEREAS, the Adviser has entered into an Investment Advisory
Agreement with the Fund, on behalf of the Series (the
"Investment Advisory Agreement"), which appoints the Adviser as
the investment adviser for the Series; and
WHEREAS, the Investment Advisory Agreement authorizes the Adviser
to delegate all or a portion of its obligations under the
Investment Advisory Agreement to a subadviser;
NOW THEREFORE, the parties agree as follows:
I. APPOINTMENT AND OBLIGATIONS OF THE SUBADVISER
Subject to the terms and conditions of this Agreement, the
Adviser and the Fund, on behalf of the Series, hereby appoint
the Subadviser to manage the assets of the Series as set forth
below in Section II, under the supervision of the Adviser and
subject to the approval and direction of the Fund's Board of
Directors (the "Board"). The Subadviser hereby accepts such
appointment and agrees that it shall, for all purposes herein,
undertake such obligations as an independent contractor and
not as an agent of the Adviser. The Subadviser agrees that
except as required to carry out its duties under this Agreement
or as otherwise expressly authorized, it has no authority to
act for or represent the Series, the Fund or the Adviser in
any way. The Subadviser agrees that the Adviser shall have the
right at all times upon reasonable notice to inspect the offices
and the records of the Subadviser that relate to the Subadviser's
performance of this Agreement.
II. DUTIES OF THE SUBADVISER AND THE ADVISER
A. Duties of the Subadviser
The Subadviser shall regularly provide investment advice
with respect to the assets held by the Series and shall
continuously supervise the investment and reinvestment of
securities, instruments or other property (excluding cash and
cash instruments) comprising the assets of the Series. In carrying
out these duties, the Subadviser shall:
1. select the securities (other than cash instruments) to be
purchased, sold or exchanged by the Series or otherwise
represented in the Series' investment portfolio and regularly
report thereon to the Adviser and, at the request of the Adviser,
to the Board;
2. place trade orders with broker-dealers, which may include
brokers or dealers affiliated with the Subadviser or the Adviser.
The Subadviser shall use its best efforts to seek to execute
portfolio transactions at prices that are advantageous to the Series
giving consideration to the services and research provided and at
commission rates that are reasonable in relation to the benefits
received;
3. formulate and implement continuing programs for the purchase
and sale of securities (other than cash instruments) and regularly
report thereon to the Adviser and, at the request of the Adviser
or the Series, to the Board;
4. inform the Adviser on a daily basis of the amount of Series
assets that will need to be invested or reinvested in cash and cash
instruments; and
5. establish and maintain appropriate policies and procedures
including, but not limited to, a code of ethics, which are designed
to ensure that the management of the Series is implemented in
compliance with the 1940 Act, the Advisers Act, and the rules
thereunder.
B. Duties of the Adviser
The Adviser shall retain responsibility for oversight of all
activities of the Subadviser and for monitoring its activities on
behalf of the Series. The Adviser also is responsible for the
investment and reinvestment of cash and cash instruments maintained
by the Series. In carrying out its obligations under this Agreement
and the Investment Advisory Agreement, the Adviser shall:
1. monitor the investment program maintained by the Subadviser
for the Series and the Subadviser's compliance program to ensure
that the Series' assets are invested in compliance with the
Subadvisory Agreement and the Series' investment objectives and
policies as adopted by the Board and described in the most current
effective amendment of the registration statement for the Fund, as
filed with the Commission under the Securities Act of 1933, as
amended (the "1933 Act"), and the 1940 Act ("Registration Statement");
2. formulate and implement continuing programs for the purchase
and sale of cash and cash instruments;
3. file all periodic reports pertaining to the Series required
to be filed with the applicable regulatory authorities;
4. review and deliver to the Board all financial, performance
and other reports prepared by the Subadviser and/or Adviser under
the provisions of this Agreement or as requested by the Board;
5. maintain contact with and enter into
arrangements with the custodian, transfer agent, auditors, outside
counsel, and other third parties providing services to the Series;
and
6. give instructions to the custodian and/or sub-custodian
of the Series, concerning deliveries of securities and payments
of cash for the Series, as required to carry out the investment
activities of the Series as contemplated by this Agreement.
To the extent that the Series incurs a loss as a result
of the Adviser's failure to adequately fulfill its duties
hereunder, and not as a result of the Subadviser's negligence,
the Adviser agrees that it shall be solely responsible to make
the Series whole.
III. REPRESENTATIONS AND WARRANTIES
A. Representations and Warranties of the Subadviser
The Subadviser hereby represents and warrants to the Fund
and Adviser as follows:
1. Due Organization and Authorization. The Subadviser is
duly organized and is in good standing under the laws of the
State of Delaware and is fully authorized to enter into this
Agreement and carry out its duties and obligations hereunder.
2. Registration. The Subadviser is registered as an
investment adviser with the Commission under the Advisers Act.
The Subadviser shall maintain such registration in effect at all
times during the term of this Agreement.
3. Regulatory Orders. The Subadviser is not subject to any
stop orders, injunctions or other orders of any regulatory
authority affecting its ability to carry out the terms of this
Agreement. The Subadviser will notify the Adviser and the Series
immediately if any such order is issued or if any proceeding is
commenced that could result in such an order.
4. Compliance. The Subadviser has in place compliance systems
and procedures designed to meet the requirements of the Advisers
Act and the 1940 Act and it shall at all times assure that its
activities in connection with managing the Series follow these
procedures.
B. Representations and Warranties of the Adviser
The Adviser hereby represents and warrants to the Subadviser
as follows:
1. Due Organization and Authorization. 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 Commission under the Advisers Act. The Adviser
shall maintain such registration or license in effect at all times
during the term of this Agreement.
3. Regulatory Orders. The Adviser is not subject to any stop
orders, injunctions or other orders of any regulatory authority
affecting its ability to carry out the terms of this Agreement.
The Adviser will notify the Subadviser and the Series immediately
if any such order is issued or if any proceeding is commenced
that could result in such an order.
4. Compliance. The Adviser has in place compliance systems
and procedures designed to meet the requirements of the Advisers
Act and the 1940 Act and it shall at all times assure that its
activities in connection with managing the Series follow these
procedures.
C. Representations and Warranties of the Fund
The Fund hereby represents and warrants to the Adviser
and Subadviser as follows:
1. Due Organization and Authorization. The Fund has been
duly incorporated as a Corporation under the laws of the State
of Maryland and it is authorized to enter into this Agreement
and carry out its obligations hereunder.
2. Registration. The Fund is registered as an investment
company with the Commission under the 1940 Act and shares of
the Fund are registered or qualified for offer and sale to
the public under the 1933 Act and all applicable state
securities laws. Such registrations or qualifications will
be kept in effect during the term of this Agreement.
IV. BROKER-DEALER RELATIONSHIPS
In selecting broker-dealers qualified to execute a particular
equity transaction, brokers or dealers may be selected who
also provide brokerage or research services (as those terms
are defined in Section 28(e) of the Securities Exchange Act
of 1934) to the Subadviser and/or the other accounts over
which the Subadviser or its affiliates exercise investment
discretion. The Subadviser is authorized to pay a broker or
dealer that provides such brokerage or research services a
commission for executing a portfolio transaction for the Series
that is 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 relation to the value of the
brokerage or research services provided by such broker or
dealer and is paid in compliance with Section 28(e). This
determination may be viewed in terms of either that particular
transaction or the overall responsibilities that the Subadviser
and its affiliates have with respect to accounts over which they
exercise investment discretion. The Subadviser may consider the
sale of shares of the Series and of other investment companies
advised by the Adviser as a factor in the selection of brokers
or dealers to effect transactions for the Series, subject to
the Subadviser's duty to seek best execution. The Subadviser
may also select brokers or dealers to effect transactions for
the Series that provide payment for expenses of the Series. The
Board shall periodically review the commissions paid by the
Series to determine if the commissions paid over representative
periods of time were reasonable in relation to the benefits
received.
V. CONTROL BY THE BOARD OF DIRECTORS
Any investment program undertaken by the Subadviser pursuant to
this Agreement, as well as any other activities undertaken by
the Subadviser at the direction of the Adviser on behalf of the
Series, shall at all times be subject to any directives of the
Board.
VI. COMPLIANCE WITH APPLICABLE REQUIREMENTS
In carrying out its obligations under this Agreement, the
Adviser and Subadviser shall at all times conform to:
1. all applicable provisions of the 1940 Act, the
Advisers Act and any rules and regulations adopted thereunder;
2. all policies and procedures of the Series as
adopted by the Board and as described in the Registration
Statement;
3. the provisions of the Articles of Incorporation
of the Fund, as amended from time to time;
4. the provisions of the Bylaws of the Fund, as amended
from time to time; and
5. any other applicable provisions of state or federal law.
VII. COMPENSATION
The Adviser shall pay the Subadviser, as compensation for
services rendered hereunder, from its own assets, an annual
fee equal to 0.50% of the average daily net assets in the
Series. The fee shall be payable monthly. Except as hereinafter
set forth, compensation under this Agreement shall be calculated
and accrued daily at the rate of 1/365 (1/366 in the event of
a leap year) of the annual fee applied to the daily net assets
of the Series. If this Agreement becomes effective subsequent to
the first day of a month or shall terminate prior to 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 set forth above.
VIII. ALLOCATION OF EXPENSES
The Subadviser shall pay the salaries, employment benefits and
other related costs of those of its personnel engaged in providing
investment advice to the Series hereunder, including, but not
limited to, office space, office equipment, telephone and postage
costs. The Subadviser shall not be responsible for any other
expenses related to the operation of the Fund.
IX. NONEXCLUSIVITY
The services of the Subadviser with respect to the Series are not to
be deemed to be exclusive, and the Subadviser shall be free to
render investment advisory and administrative or other services to
others (including other investment companies) and to engage in
other activities. It is understood that officers or directors 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 or trustees of any other
firm or trust, including other investment advisory companies.
X. TERM
This Agreement shall become effective at the close of business on
the date hereof and shall remain in force and effect through
December 31, 2002, unless earlier terminated under the provisions
of Article XI. Following the expiration of its initial term, the
Agreement shall continue in force and effect for one year periods,
provided such continuance is specifically approved at least annually:
1. (a) by the Board or (b) by the vote of a majority of the
Series' outstanding voting securities (as defined in Section 2(a)(42
of the 1940 Act), and
2. 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 Fund), by votes
cast in person at a meeting specifically called for such purpose.
XI. TERMINATION
This Agreement may be terminated:
1. at any time, without the payment of any penalty, by vote
of the Board or by vote of a majority of the outstanding voting
securities of the Series; or
2. by the Subadviser on sixty (60) days' written notice to
both the Adviser and the Fund, unless written notice is waived
by the party(ies) required to be notified; or
3. automatically in the event there is an "assignment" of
this Agreement, as defined in Section 2(a)(4) of the 1940 Act.
XII. LIABILITY
The Subadviser shall be liable to the Series and the Adviser and
shall indemnify the Series and the Adviser for any losses
incurred by the Series or the Adviser whether in the purchase,
holding, or sale of any security or otherwise, to the extent
that such losses resulted from an act or omission on the part
of the Subadviser or its officers, directors or employees, that
is found to involve willful misfeasance, bad faith or negligence,
or reckless disregard by the Subadviser of its duties under this
Agreement, in connection with the services rendered by the
Subadviser hereunder.
The Adviser shall be liable to the Series and the Subadviser and
shall indemnify the Series and the Subadviser for any losses
incurred by the Series or the Subadviser whether in the purchase,
holding, or sale of any security or otherwise, to the extent that
such losses resulted from an act or omission on the part of the
Adviser or its officers, directors or employees, that is found to
involve willful misfeasance, bad faith or negligence, or reckless
disregard by the Adviser of its duties under this Agreement, in
connection with the services rendered by the Adviser hereunder.
Nothing herein shall relieve the Adviser of its responsibilities
to the Fund, as set forth in the Investment Advisory Agreement.
XIII. NOTICES
Any notices under this Agreement shall be in writing, addressed
and delivered, mailed postage paid, or sent by other delivery
service, or by facsimile transmission to each party at such
address as each party may designate for the receipt of notice.
Until further notice, such address shall be:
if to the Fund, on behalf of the Series or the Adviser:
10 State House Square, SH11
Hartford, Connecticut 00000-0000
Fax number: 860/000-0000
Attn: Secretary
if to the Subadviser:
000 Xxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Fax number: 415/000-0000
Attention: Chief Executive Officer
XIV. QUESTIONS OF INTERPRETATION
This Agreement shall be governed by the laws of the State of
Connecticut. Either party shall have the right to require that
any dispute arising under the Agreement be submitted to binding
arbitration at the American Arbitration Association ("AAA")
located in New York, New York, in accordance with the AAA's
applicable rules and procedures for dispute resolution.
XV. SALES PROMOTION
The Subadviser may not use any sales literature, advertising
material (including material disseminated through radio,
television, or other electronic media) or other communications
concerning Series shares or that include the name of the Series
or the Adviser without obtaining the Adviser's prior written
approval. Notwithstanding the foregoing, nothing herein shall
prohibit the Subadviser or any of its principals from using the
name of the Fund, the Series or the Adviser in a biographical
description of the Subadviser or its principals or prohibit the
use of the performance of the Fund or the Series (to the extent
permissible under the U.S. federal and state securities laws)
in sales literature, advertising material or other communications
of the Subadviser that describes the composite performance
record of the Subadviser or its principals.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed in duplicate by their respective officers on the
12th day of December 2001.
Aeltus Investment Management, Inc.
Attest:
By:
/s/ Xxxxxxx Xxxxxxx
By:
/s/ Xxxx Xxxxxx
Name:
Xxxxxxx Xxxxxxx
Name:
Xxxx Xxxxxx
Title:
Secretary
Title:
Executive Vice President
Xxxxxx Asset Management, LLC
Attest:
By:
By:
Name:
Name:
Title:
Title:
Aetna Variable Portfolios, Inc.
on behalf of Aetna Technology VP
Attest:
By:
/s/ Xxxxx Xxxxxxx
By:
/s/ X. Xxxxx Xxx
Name:
Xxxxx Xxxxxxx
Name:
X. Xxxxx Xxx
Title:
Assistant Secretary
Title:
President
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12-31-01 AVPI NSAR1.doc
