Sub-Item 77I - Terms of New or Amende
d Securities Y
Pursuant to the Declaration of Trust for
the Aetna GET Fund ("Trust"), effective
February 22, 2000, the Board of Trustees
of the Trust divided the shares of beneficial
interest of the Trust into and established
separate series (GET I, GET J and GET K) distinct
from shares of the Trust previously issued.
Shares of each new series have voting powers and
redemptive rights as referred to in the Amendment
to the Declaration of Trust. (See Sub-Item 77Q1(a)).
Sub-Item 77Q1 - Exhibits)
Amendment to Declaration of Trust (February 22, 2000):
Incorporated herein by reference to Post-Effective
Amendment No. 21 to Registration Statement on Form N-1A,
(File No. 33-12723), as filed electronically with the
Securities and Exchange Commission on February 28, 2000.
(e) Investment Advisory Agreements:
* GET Fund new series I:
Incorporated herein by reference to Post-Effective
Amendment No. 21 to Registration Statement on Form N-1A,
(File No. 33-12723), as filed electronically with the
Securities and Exchange Commission on February 28, 2000.
* GET Fund new series J and K:
Attached hereto.
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made by and between AELTUS
INVESTMENT MANAGEMENT, INC., a Connecticut
corporation (the "Adviser") and AETNA GET FUND,
a Massachusetts business trust (the "Fund"), on
behalf of its Series J (the "Series"), with respect
to the following recital of facts:
R E C I T A L
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 Series; 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 Series, and the Adviser
desire to enter into an agreement to provide for investment
advisory and management services for the Series 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
Trustees (the "Board"), the Fund, on behalf of the
Series, hereby appoints the Adviser to serve as the
investment adviser to the Series, 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 as otherwise expressly authorized, it is acting as
an independent contractor and not as an agent of t
r represent the Series 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 Series;
2. select the securities to be purchased, sold or
exchanged by the Series or otherwise represented
in the Series' 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 Series, securities
held by or under consideration for the Series,
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 Series' securities, transfer agents, dividen
d 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 incorporated 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 Series
in carrying out its obligations hereunder.
B. Representations and Warranties of the
Series and the Fund
The Fund, on behalf of the Series, hereby
represents and warrants to the Adviser as follows:
1. Due Incorporation and Organization. The Fund
has been duly organized under the laws of the
Commonwealth of Massachusetts 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 Series 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 Series, the Adviser may
enter into a Subadvisory Agreement to engage a
subadviser to the Adviser with respect to the Series.
V. BROKER-DEALER RELATIONSHIPS
A. Series Trades
The Adviser shall place all orders for the purchase
and sale of portfolio securities for the Series
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 Series 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 f
nt 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 th
iser 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
Adviser's duty to seek best execution. The Adviser
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 representat
tion 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 Series 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 Declaration of
Trust, 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 Series, shall pay to the
Adviser an annual fee, payable monthly, equal to 0.25%
of the average daily net assets of the Series during
the offering period and equal to 0.60% of the average
daily net assets of the Series during the guarantee
period. Except as hereinafter set forth, compensation
under this Agreement shall be calculated and accrued
daily at the rate of 1/365 of 0.25% of
he offering period and at the rate of 1/365 of 0.60%
of the daily net assets of the Series during the
guarantee period. 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 s
IX. EXPENSES
The expenses in connection with the management of the Series
shall be allocated between the Series 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 Series, including without
limitation, office space, office equipment, telephone and
postage costs; and
2. all fees and expenses of all trustees, 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 Series
The Series 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 Series'
investment portfolio or other investment transactions
incurred in managing the Series' assets, including
portions of commissions that may be paid to reflect
brokerage research services provided to the Adviser;
3. fees and expenses of the Series' independent
accountants and legal counsel and the independent
trustees' legal counsel;
4. fees and expenses of any administrator, transfer
agent, custodian, dividend, accounting, pricing or
disbursing agent of the Series;
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 trustees) of the Fund;
8. all fees and expenses of the trustees, who ar
e 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 Series, except for those
expenses paid by third parties in connection with the
distribution of Series 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 Series or in cash;
11. costs and expenses (other than those detailed
in paragraph 9 above) of promoting the sale of
shares in the Series, including preparing prospectuses
and reports to shareholders of the Series, provided,
nothing in this Agreement shall prevent the charging
of such costs to third parties involved in the
distribution and sale of Series shares;
12. fees payable by the Series to the Commission
or to any state securities regulator or other
regulatory authority for the registration of shares
of the Series 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 Series' assets, and any
nonrecurring or extraordinary expenses, including
organizational expenses, litigation affecting the
Series and any indemnification by the Fund of its
officers, trustees 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 Series, for expenses allocated to a Series.
The Adviser has agreed to waive fees and/or reimburse
expenses so that the Series' total annual operating
expenses do not exceed 0.75% 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 Series that are
not required by this Agreement. Such services will be
performed on behalf of the Series and the Adviser may
receive from the Series 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
holders. Payment or assumption by the Adviser of
any Series 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 Series nor obligate the Adviser to pay or assume
any similar Series expense on any subsequent occasions.
XI. NONEXCLUSIVITY
The services of the Adviser to the Series 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 trustees of the
Fund, and that officers or trustees of the Fund may
serve as officers or directors of
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 March 1,
2000, and shall remain in force and effect through
December 31, 2001, 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 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
trustees who are not parties to this Agreement
or interested persons of a party to this Agreement
(other than as a trustee 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 Series' 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 her
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 Series:
10 State House Square
Hartford, Connecticut 06103
Fax number 860/275-2158
Attention: President
if to the Adviser:
10 State House Square
Hartford, Connecticut 06103
Fax number 860/275-4440
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,
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 Series 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 Series.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in duplicate by their respective
officers on the 9th day of February, 2000.
Aeltus Investment Management, Inc.
Attest:
/s/ Daniel E. Burton
By:
/s/ Amy R. Doberman
Name:
Daniel E. Burton
Name:
Amy R. Doberman
Title:
Assistant Secretary
Title:
Vice President
Aetna GET Fund,
on behalf of its Series J
Attest:
/s/ Michael Gioffre
By:
/s/ J. Scott Fox
Name:
Michael Gioffre
Name:
J. Scott Fox
Title:
Assistant Secretary
Title:
President
RS159.DOC
