Exhibit (m)(xiii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
SELLING AND SERVICES AGREEMENT
THIS AGREEMENT, made and entered into as of this 1st day of October, 1999
by and among Aetna Investment Services, Inc. ("AISI"), Aetna Life Insurance and
Annuity Company ("ALIAC") (collectively, "Aetna"), Wachovia Bank, N.A.
("Wachovia"), Federated Shareholder Services Company ("Transfer Agent") and
Federated Securities Corp. ("Distributor").
WHEREAS, Distributor acts as principal underwriter for the registered
investment companies listed on Exhibit A hereto as the same may be amended from
time to time (each a "Fund") or collectively the "Funds"); and
WHEREAS, Transfer Agent acts as transfer agent for the Funds; and
WHEREAS, Wachovia acts as investment adviser to the Funds; and
WHEREAS, AISI distributes shares of investment companies to certain plans
under Sections 401 or 457 of the Internal Revenue Code of 1986, as amended
("Code"), custodial accounts under Section 403(b)(7) or 408 of the Code, and
certain nonqualified deferred compensation arrangements (collectively, "Plans");
and
WHEREAS, ALIAC is an insurance company that provides various recordkeeping
and other administrative services to Plans; and
WHEREAS, ALIAC will provide various administrative and shareholder
services in connection with the investment by the Plans in the Funds.
NOW, THEREFORE, it is agreed as follows:
1. INVESTMENT OF PLAN ASSETS.
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AISI represent that it is authorized under the Plans to implement the
investment of Plan assets in the name of an appropriately designated nominee of
each Plan ("Nominee") in shares of investment companies (including the Funds) or
other investment vehicles specified by a sponsor, an investment adviser, an
administrative committee, or other fiduciary as designated by a Plan ("Plan
Representative") upon the direction of a Plan participant or beneficiary
("Participant"). The parties acknowledge and agree that selections of particular
investment companies or other investment vehicles are made by Plan
representatives or Participants, who may change their respective selections from
time to time in accordance with the terms of the Plan.
2. OMNIBUS ACCOUNT.
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The parties agree that a single omnibus account held in the name of the
Nominees shall be maintained by Transfer Agent for those Plan assets directed
for investment in the Funds ("Account"). ALIAC as service agent for the Plans,
shall facilitate purchase and sale transactions with respect to the Account in
accordance with this Agreement.
3. PRICING INFORMATION, ORDERS, SETTLEMENT.
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(a) Transfer Agent will cause shares of the Funds to be made available to
be purchased by the Nominee on behalf of the Account at the net asset value
applicable to each order; provided, however, that the Plans meet the criteria
for purchasing shares of the Funds at net asset value as described in the Funds'
prospectuses. Fund shares shall be purchased and redeemed on a net basis by Fund
for such Plans in such quantity and at such time determined by AISI or the
Nominee to correspond with investment instructions received by AISI from Plan
Representatives or Participants.
(b) Transfer Agent agrees to furnish or cause to be furnished to AISI for
each Fund: (i) confirmed net asset value information as of the close of trading
(currently 4:00 p.m., East Coast time) on the New York Stock Exchange ("Close of
Trading") on each business day that the New York Stock Exchange is open for
business ("Business Day") or at such other time as the net asset value of a Fund
is calculated as disclosed in the relevant then current prospectus(es) in a
format that includes the Fund's name and the change from the last calculated net
asset value, (ii) dividend and capital gains information as it arises, and (iii)
in the case of a fixed income fund, the daily accrual or the distribution rate
factor. Transfer Agent shall provide or cause to be provided to AISI such
information by 6:30 p.m., East Coast time.
(c) Transfer Agent hereby appoints AISI as agent for the Funds for
purposes of Rule 22c-1 of the Investment Company Act of 1940 (the "1940 Act") to
accept Instructions (as hereinafter defined) on behalf of the Funds. AISI, as
agent for the Funds for the sole purposes expressed herein shall receive from
Plan Representatives or Participants for acceptance as of the Close of Trading
on each Business Day: (i) orders for the purchase of shares of the Funds,
exchange orders, and redemption requests and redemption directions with respect
to shares of the Funds held by the Nominee ("Instructions"),. (ii) transmit to
Transfer Agent such Instructions no later than 9:00 a.m., East Coast time on the
next following Business Day, and (iii) upon acceptance of any such Instructions,
communicate such acceptance to the Plan Representatives or Plan Participants, as
appropriate ("Confirmation"). The Business Day on which such Instructions are
received in proper form by AISI and time stamped by the Close of Trading will be
the dates as of which Fund shares shall be deemed purchased, exchanged, or
redeemed as a result of such Instructions. Instructions received in proper form
by AISI and time stamped after the Close of Trading on any given Business Day
shall be treated as if received on the next following Business Day. AISI agrees
that all Instructions received by AISI, which will be transmitted to Transfer
Agent for processing as of a particular Business Day, will have been received
and time stamped prior to the Close of Trading on that previous Business Day.
(d) AISI will wire payment, or arrange for payment to be wired, for such
purchase orders, in immediately available funds, to a Fund custodial account or
accounts designated by Transfer Agent, as soon as possible, but in any event no
later than 4:00 p.m., East Coast time on the Business Day following the Business
Day as of which such purchase orders are made in conformance with Section 3(c).
(e) Transfer Agent or its designees will wire payment, or arrange for
payment to be wired, for redemption orders, in immediately available funds, to
an account or accounts designated by AISI, as soon as possible, but in any event
no later than 4:00 p.m. East Coast time on the same Business Day as of which
such redemption orders are received by the Transfer Agent in conformance with
Section 3(c).
(f) In lieu of the applicable provisions set forth in subparagraphs 3(a)
through 3(e) above, the parties may agree to provide pricing information,
execute orders and wire payments for purchases and redemptions through National
Securities Clearing Corporation's Fund/SERV System, in which case such
activities will be governed by the provisions set forth in an appropriate
Exhibit to this Agreement.
(g) Upon Transfer Agent's request, AISI shall provide copies of historical
records relating to transactions between the Funds and the Plan Representatives
or Participants investing in such Funds, written communications regarding the
Funds to or from such persons, and other materials, in each case, as may
reasonably be requested to enable Transfer Agent or any other designated entity,
including without limitation, auditors or investment advisers of the Funds to
monitor and review the services being provided under this Agreement, or to
comply with any request of a governmental body or self-regulatory organization
or a shareholder. AISI also agrees that AISI will permit Transfer Agent or the
Funds, or any duly designated representative to have reasonable access to AISI's
personnel and records in order to facilitate the monitoring of the quality of
the services being provided under this Agreement.
(h) AISI shall assume responsibility, indemnify and hold Transfer Agent
harmless, as herein described for any loss to Transfer Agent or to a Fund caused
by a cancellation or correction made to an Instruction by a Plan Representative
or Participant subsequent to the date as of which such Instruction has been
received by AISI and originally relayed to Transfer Agent, and AISI will
immediately pay such loss to Transfer Agent or such Fund upon AISI's receipt of
written notification, with supporting data.
(i) Transfer Agent shall indemnify and hold Aetna harmless, from the
effective date of this Agreement, against any amount Aetna is required to pay to
Plans, Plan Representatives, or Participants due to: (i) an incorrect
calculation of a Fund's daily net asset value, dividend rate, or capital gains
distribution rate or (ii) incorrect or unreasonably late (i.e., later than 7
p.m. East Coast Time) reporting of the daily net asset value, dividend rate, or
capital gain distribution rate of a Fund, upon written notification by Aetna,
with supporting data, to Transfer Agent. In addition, Transfer Agent shall be
liable to Aetna for any costs Aetna incurs in the preparation, printing and
mailing of communications to Plans or Participants, if such costs or expenses
are a result of the Fund's failure to provide timely or correct net asset
values, dividend and capital gains or financial information and if such
information is not corrected by 4:00 p.m. East Coast time of the next business
day after releasing such incorrect information provided the incorrect NAV as
well as the correct NAV for each day that the error occurred is provided. If a
mistake is caused in supplying such information or confirmations, which results
in a reconciliation with incorrect information, the amount required to make a
Plan's or a Participant's account whole shall be borne by the party providing
the incorrect information, regardless of when the error is corrected.
(j) Each party shall notify the other of any errors or omissions in any
information, including a net asset value and distribution information set forth
above, and interruptions in or delay or unavailability of, the means of
transmittal of any such information as promptly as possible. AISI and Transfer
Agent agree to maintain reasonable errors and omissions insurance coverage
commensurate with each party's respective responsibilities under this Agreement.
4. SERVICING FEES.
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The provision of shareholder and administrative services to the Plans
shall be the responsibility of AISI, ALIAC or the Nominee and shall not be the
responsibility of Transfer Agent. The Nominee will be recognized as the sole
shareholder of Fund shares purchased under this Agreement. In consideration of
the shareholder and administrative services resulting from such arrangement, in
addition to any shareholder services fee paid to ALIAC or AISI by the Funds as
set forth in a Shareholder Servicing Agreement, Wachovia agrees to pay to ALIAC
a servicing fee based on the annual rate of 0.10% (.025% quarterly) of the
average net assets invested in the Funds through ALIAC's arrangements with Plans
in each calendar quarter. Wachovia will make such payments to ALIAC within
thirty (30) days after the end of each calendar quarter. Each payment will be
accompanied by a statement showing the calculation of the fee payable to ALIAC
for the quarter and such other supporting data as may be reasonably requested by
ALIAC.
5. EXPENSES.
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Wachovia shall make available for reimbursement certain out-of-pocket
expenses ALIAC incurs in connection with providing shareholder services to the
Plans. These expenses include actual postage paid by ALIAC in connection with
mailing updated prospectuses, supplements and financial reports to Plan
Representatives or Participants for which ALIAC provides shareholder services
hereunder, and all costs incurred by ALIAC associated with proxies for the Fund,
including proxy preparation, group authorization letters, programming for
tabulation and necessary materials (including postage). Except as otherwise
agreed in writing, Aetna shall bear all other expenses incidental to the
performance of the services described herein. Wachovia shall, however, provide
Aetna, or at Aetna's request, the Plan, with such sufficient copies of relevant
prospectuses for all Participants making an initial Fund purchase as well as
relevant prospectuses, prospectus supplements and periodic reports to
shareholders, and other material as shall be reasonably requested by Aetna to
disseminate to Plan participants who purchase share of the Funds.
6. TERMINATION.
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This Agreement shall terminate as to the maintenance of the Account:
(a) At the option of either Aetna or Transfer Agent upon six (6) months
advance written notice to the other parties;
(b) At the option of Aetna, if shares of the Funds are not available for
any reason to meet the investment requirements of the Plans; provided, however,
that prompt advance notice of election to terminate shall be furnished by the
terminating entity;
(c) At the option of either AISI or Transfer Agent, upon institution of
formal disciplinary or investigative proceedings against AISI, Transfer Agent or
the Funds by the National Association of Securities Dealers, Inc. ("NASD"), SEC,
or any other regulatory body;
(d) At the option of Transfer Agent, if Transfer Agent shall reasonably
determine in good faith that shares of the Funds are not being offered in
conformity with the terms of this Agreement;
(e) At the option of Aetna, upon termination of the investment advisory
agreement between the Funds and Wachovia; written notice of such termination
shall be promptly furnished to Aetna;
(f) Upon assignment of this Agreement by any party, unless made with the
written consent of all other parties hereto (which in the case of assignments to
affiliates shall not unreasonably be withheld); provided, however, that AISI or
ALIAC may enter into arrangements with unaffiliated broker-dealers that allow
such broker-dealers to present information regarding the Funds to Plans (such
materials to be approved by the Distributor pursuant to Section 8 hereof),
without the written consent of Transfer Agent or the Distributor; or
(g) If the Fund's shares are not registered, issued or sold in conformance
with federal law or such law precludes the use of Fund shares as an investment
vehicle for the Plans; provided, however, that prompt notice shall be given by
any party should such situation occur.
7. CONTINUATION OF AGREEMENT.
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Termination as the result of any cause listed in Section 6 hereof shall
not affect the Funds' respective obligations to continue to maintain the Account
as an investment option for Plans electing to invest in the Funds prior to the
termination of this Agreement.
8. ADVERTISING AND RELATED MATERIALS.
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(a) Advertising and literature with respect to the Funds prepared by AISI
or the Nominee or its agents for use in marketing shares of the Funds to the
Plans (except any material that simply lists the Funds' names) shall be
submitted to Distributor for review and approval before such material is used
with the general public or any Plan, Plan Representative, or Participant.
Distributor shall advise the submitting party in writing within four (4)
Business Days of receipt of such materials Distributor of its approval or
disapproval of such materials.
(b) Distributor will cause to be provided to Aetna at least one complete
copy of all prospectuses, statements of additional information, annual and
semiannual reports and proxy statements, other related documents, and all
amendments or supplements to any of the above documents that relate to the Funds
promptly after the filing of such document with the SEC or other regulatory
authorities.
9. PROXY VOTING.
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Aetna or the Nominee will distribute to Plan Representatives or
Participants all proxy materials furnished by Transfer Agent or its designees
for the Funds. Aetna and the Nominee shall not oppose or interfere with the
solicitation of proxies for Fund shares held for such beneficial owners.
10. INDEMNIFICATION.
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(a) Aetna agrees to indemnify and hold harmless the Funds, Transfer Agent,
the Distributor and each of their directors, officers, employees, agents and
each person, if any, who controls the Funds or their investment adviser within
the meaning of the Securities Act of 1933 ("1933 Act") against any losses,
claims, damages or liabilities to which the Funds, Transfer Agent, Distributor
or any such director, officer, employee, agent, or controlling person may become
subject, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) (i) arise out of, or are based upon, the provision of
administrative services by ALIAC under this Agreement, or (ii) result from a
breach of a material provision of this Agreement. Aetna will reimburse any legal
or other expenses reasonably incurred by the Funds, Transfer Agent or
Distributor or any such director, officer, employee, agent, or controlling
person in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that Aetna will not be liable
for indemnification hereunder to the extent that any such loss, claim, damage,
liability or action arises out of or is based upon the gross negligence or
willful misconduct of Transfer Agent or Distributor or any such director,
officer, employee, agent or any controlling person herein defined in performing
their obligations under this Agreement.
(b) Transfer agent agrees to indemnify and hold harmless each of AISI and
ALIAC, the Nominee and each of their directors, officers, employees, agents and
each person, if any, who controls AISI and ALIAC and the Nominee within the
meaning of the 1933 Act against any losses, claims, damages or liabilities to
which AISI or ALIAC, the Nominee, or any such director, officer, employee, agent
or controlling person may become subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) result from a breach of a
material provision of this Agreement. Transfer Agent will reimburse any legal or
other expenses reasonably incurred by AISI or ALIAC, the Nominee, or any such
director, officer, employee, agent, or controlling person in connection with
investigation or defending any such loss, claim, damage, liability or action;
provided, however, that will not be liable for indemnification hereunder to the
extent that any such loss, claim, damage or liability arises out of, or is based
upon, the gross negligence or willful misconduct of AISI or ALIAC, the Nominee
or their respective directors, officers, employees, agents, or any controlling
person herein defined in the performance of their obligations under this
Agreement.
(c) Distributor agrees to indemnify and hold harmless each of AISI and
ALIAC, the Nominee and each of their directors, officers, employees, agents and
each person, if any, who controls AISI and ALIAC and the Nominee within the
meaning of the 1933 Act against any losses, claims, damages or liabilities to
which AISI or ALIAC, the Nominee, or any such director, officer, employee, agent
or controlling person may become subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) result from a breach of a
material provision of this Agreement. Distributor will reimburse any legal or
other expenses reasonably incurred by AISI or ALIAC, the Nominee, or any such
director, officer, employee, agent, or controlling person in connection with
investigation or defending any such loss, claim, damage, liability or action;
provided, however, that will not be liable for indemnification hereunder to the
extent that any such loss, claim, damage or liability arises out of, or is based
upon, the gross negligence or willful misconduct of AISI or ALIAC, the Nominee
or their respective directors, officers, employees, agents, or any controlling
person herein defined in the performance of their obligations under this
Agreement.
(d) Promptly after receipt by an indemnified party hereunder of notice of
the commencement of action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify the
indemnifying party of the commencement thereof, but the omission so to notify
the indemnifying party will not relieve it from any liability that it may have
to any indemnified party otherwise than under this Section 10. In case any such
action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish to, assume
the defense thereof, with counsel satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party of its
election to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section 10 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation. The indemnifying
party shall not enter into any settlement without consent of the indemnified
party unless (i) the settlement provides only for the payment of money, and (ii)
the settlement requires the delivery of an unconditional release of the
indemnified party as part of the settlement.
11. REPRESENTATIONS AND WARRANTIES.
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(a) Representations of ALIAC. ALIAC represents and warrants:
(i) that it (1) is a life insurance company organized under the laws of
the State of Connecticut, (2) is in good standing in that jurisdiction, (3) is
in material compliance with all applicable federal and state insurance laws, (4)
is duly licensed and authorized to conduct business in every jurisdiction where
such license or authorization is required, and will maintain such license or
authorization in effect at all times during the term of this Agreement, and (5)
has full authority to enter into this Agreement and carry out its obligations
pursuant to its terms; and
(ii) that it is authorized under the Plans to (1) provide administrative
services to the Plans and (2) facilitate transactions in the Fund through the
Account; and
(iii) that as of the date of this Agreement, and at all times during which
this Agreement, or any obligations hereunder, remain in effect, ALIAC shall
maintain appropriate insurance coverage, including errors and omissions
insurance, and if necessary, bonding, issued by a qualified insurance carrier
with a Best's rating of at least "A" or with the highest rating by a nationally
recognized statistical rating organization, of the types ordinarily maintained
by like agents servicing mutual funds or their agents, and in commercially
recognizable amounts. No provision of this Agreement shall be construed to
relieve an insurer of any obligation to pay claims to Transfer Agent,
Distributor, AISI, ALIAC, or other insured parties which would otherwise be a
covered claim in the absence of any provision of this Agreement.
(b) Representations of AISI. AISI represents and warrants:
(i) that it (1) is a member in good standing of the NASD, (2) is
registered as a broker-dealer with the SEC, and (3) will continue to remain in
good standing and be so registered during the term of this Agreement;
(ii) that it (1) is a corporation duly organized under the laws of the
State of Connecticut, (2) is in good standing in that jurisdiction, (3) is in
material compliance with all applicable federal, state and securities laws, (4)
is duly registered and authorized to conduct business in every jurisdiction
where such registration or authorization is required, and will maintain such
registration or authorization in effect at all times during the term of this
Agreement, and (5) has full authority to enter into this Agreement and carry out
its obligations pursuant to the terms of this Agreement;
(iii) that it is authorized under the Plans to make available investments
of Plan assets in the name of the Nominee of each Plan in shares of investment
companies or other investment vehicles specified by Plan Representatives or
Participants;
(iv) that it will not, without the written consent of Distributor, make
representations concerning shares of the Funds except those contained in the
then-current prospectus and in the current printed sales literature approved by
either the Fund or Distributor;
(v) that in connection with its obligations under Section 3 of this
Agreement, its internal control structure over the processing and transmission
of Instructions is suitably designed to prevent or detect on a timely basis
Instructions received after the Close of Trading from being aggregated with
Instructions received before Close of Trading, and to minimize errors that could
result in late transmission of Instructions to the Funds; and
(vi) that as of the date of this Agreement, and at all times during which
this Agreement, or any obligations hereunder, remain in effect, AISI shall
maintain appropriate insurance coverage, including errors and omissions
insurance, and if necessary, bonding, issued by a qualified insurance carrier
with a Best's rating of at least "A" or with the highest rating by a nationally
recognized statistical rating organization, of the types ordinarily maintained
by like agents servicing mutual funds or their agents, and in commercially
recognizable amounts. No provision of this Agreement shall be construed to
relieve an insurer of any obligation to pay claims to Transfer Agent,
Distributor, AISI, ALIAC, or other insured parties which would otherwise be a
covered claim in the absence of any provision to this Agreement.
(c) Representations of Distributor. Distributor represents and warrants:
(i) that the Funds (1) are duly organized under the laws of the various
states, (2) are in good standing in such jurisdictions, (3) are in material
compliance with all applicable federal, state and securities laws, and (4) are
duly licensed and authorized to conduct business in every jurisdiction where
such license or authorization is required;
(ii) that the shares of the Funds are registered under the 1933 Act, duly
authorized for issuance and sold in compliance with the laws of the States and
all applicable federal, state, and securities laws; that the Funds amend their
registration statements under the 1933 Act and the 1940 Act from time to time as
required or in order to effect the continuous offering of its shares; and that
the Funds have registered and qualified its shares for sale in accordance with
the laws of each jurisdiction where it is required to do so;
(iii) that the Funds are currently qualified as regulated investment
companies under Subchapter M of the Internal Revenue Code of 1986, as amended,
and will make every effort to maintain such qualification, and that Distributor
will notify AISI and ALIAC immediately upon having a reasonable basis for
believing that any of the Funds have ceased to qualify;
(iv) that Distributor (1) is a member in good standing of the NASD, (2) is
registered as a broker-dealer with the SEC, and (3) will continue to remain in
good standing and be so registered during the term of this Agreement; and
(v) that Distributor (1) is a corporation duly organized under the laws of
the Commonwealth of Massachusetts, (2) is in good standing in that jurisdiction,
(3) is in material compliance with all applicable federal, state, and securities
laws, (4) is duly registered and authorized in every jurisdiction where such
license or registration is required, and will maintain such registration or
authorization in effect at all times during the term of this Agreement, and (5)
has full authority to enter into this Agreement and carry out its obligations
pursuant to the terms of this Agreement.
(d) Representations of Transfer Agent. Transfer Agent represents and
warrants:
(i) that it is a corporation duly organized under the laws of the State of
Delaware, (2) is in good standing in that jurisdiction, (3) is in material
compliance with all applicable federal, state, and securities laws, (4) is duly
registered as a transfer agent, and (4) has full authority to enter into this
Agreement and carry out its obligations pursuant to the terms of this Agreement.
12. GOVERNING LAW.
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This Agreement and all the rights and obligations of the parties shall be
governed by and construed under the laws of the State of Connecticut without
giving effect to the principles of conflicts of laws.
13. YEAR 2000.
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AISI, ALIAC, Distributor and Transfer Agent each represent and warranty
that (i) they have examined and tested their systems and made reasonable inquiry
of their respective business partners and other entities with whom they conduct
business with respect to Year 2000 problems and (ii) their ability to perform
their respective obligations under this Agreement will not be interrupted or
disrupted as a result of any business interruptions or other business problem
relating to specific dates or days before, during and after the Year 2000.
14. MISCELLANEOUS.
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(a) Amendment and Waiver. Neither this Agreement nor any provision hereof
may be amended, waived, discharged or terminated orally, but only by an
instrument in writing signed by all parties hereto.
(b) Notices. All notices and other communications hereunder shall be given
or made in writing and shall be delivered personally, or sent by telex,
facsimile, express delivery or registered or certified mail, postage prepaid,
return receipt requested, to the party or parties to whom they are directed at
the following address, or at such other addresses as may be designed by notice
from such party to all other parties.
To AISI/ALIAC:
Aetna Investment Services, Inc./Aetna Life Insurance and Annuity Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Counsel
(▇▇▇) ▇▇▇-▇▇▇▇
To Distributor:
Federated Securities Corp.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: General Counsel
To Transfer Agent:
Federated Shareholder Services Company
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
With a copy to:
Federated Shareholder Services Company
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: General Counsel
To Wachovia:
Wachovia Bank, N.A.
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▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇ ▇▇▇▇▇▇▇
Any notice, demand or other communications given in a manner prescribed in this
Subsection (b) shall be deemed to have delivered on receipt.
(c) Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective permitted successors
and assign.
(d) Counterparts. This Agreement may be executed in any number of
counterpart, all of which taken together shall constitute one agreement, and any
party hereto may execute this Agreement by signing any such counterpart.
(e) Severability. In case any one or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provision contained
herein shall not in any way be affected or impaired thereby.
(f) Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties hereto relating to the subject matter hereof,
and supersedes all prior agreement and understanding relating to such subject
matter.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their
duly authorized officers as of the date first written above.
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title VICE PRESIDENT
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AETNA INVESTMENT SERVICES, INC.
By /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title VICE PRESIDENT
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FEDERATED SECURITIES CORP.
By /S/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name ▇▇▇▇▇ ▇. ▇▇▇▇
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Title PRESIDENT
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FEDERATED SHAREHOLDER SERVICES COMPANY
By: /S/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name ▇▇▇▇ ▇▇▇▇▇▇▇
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Title VICE PRESIDENT
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WACHOVIA BANK, N.A.
By /S/ R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name R. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title SENIOR VICE PRESIDENT
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EXHIBIT A
Wachovia Special Values Fund
Wachovia Balanced Fund