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EXHIBIT 10.(p)
INVESTMENT ADVISORY AGREEMENT
THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement"), dated March 31,
2001, is by and between Aetna Life Insurance and Annuity Company, a corporation
existing under the laws of Connecticut ("Client"), and ING INVESTMENT MANAGEMENT
LLC, a Delaware limited liability company ("IIM").
SECTION 1. APPOINTMENT OF IIM - Client hereby appoints IIM to provide
investment advisory services with respect to assets of Client allocated from
time to time by Client to IIM (the "Account") under the terms and conditions set
forth in this Agreement. IIM hereby accepts such appointment and agrees to
provide such investment advisory services, subject to the terms and conditions
of this Agreement.
SECTION 2. INVESTMENT GUIDELINES - Client shall provide from time to
time written investment objectives and guidelines established by its Board of
Directors to IIM (the "Client Guidelines"). IIM shall make recommendations to
Client regarding the direction and management of the investment and reinvestment
of assets in the Account, and shall invest and reinvest the assets in the
Account consistent with the Client Guidelines. To the extent that Client's
investments are subject to restrictions based on the laws and regulations of
Client's domicile, Client will provide IIM with an initial copy and prompt
updates of such restrictions. The Client Guidelines currently in effect are
attached hereto as EXHIBIT "A".
SECTION 3. DISCRETIONARY AUTHORITY; BROKERAGE - Subject to the terms
and conditions of this Agreement, Client hereby confers, and IIM hereby accepts
(a) full discretion and authority to supervise, manage and direct the assets in
the Account, including, without limitation, establishing a securities lending
program, and (b) the right, power and authority, as Client's agent, to
negotiate, execute, deliver, amend, modify and/to terminate such legal documents
of every kind and nature which IIM believes are necessary or advisable in
connection with its performance of this Agreement (including, without
limitation, contracts, deeds, notes, assignments, mortgages, leases, security
agreements and services agreements). IIM shall have the power and authority as
Client's agent to establish brokerage accounts on behalf of Client, to purchase
lend, sell, invest, reinvest, exchange, convert and trade the assets in the
dealers or issuers selected by IIM (including those that from time to time may
furnish to IIM statistical and investment research information and other
services).
SECTION 4. ADMINISTRATIVE SERVICES - IIM will provide Client with the
following administrative services: preparation of Schedules B and D to Client's
annual statement; preparation of quarterly investment reports for submission by
Client to its Board of Directors; pricing of portfolios on a periodic basis as
mutually agreed; private placement securities servicing (provided that servicing
needs outside of IIM's historical experience may be outsourced, and billed to
Client, at IIM's cost); coordination of purchases and sales at custodian banks;
and management of a securities lending program and coordination of securities
lending transactions (as and if applicable to the Account). IIM will also (at
its election) either provide or arrange for the provision of mortgage loan
servicing for the Account. Client will pay the fees of any third party mortgage
loan servicer. IIM shall keep and maintain or cause to be kept and
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maintained full and complete documentation and records of all transactions in
respect of the assets in the Account and shall reconcile its books and records
and the books and records of the custodian in a manner deemed acceptable by IIM.
IIM shall maintain custody of said documentation and records and shall make them
available to ALIAC and the Connecticut Insurance Department upon request.
SECTION 5. FEES - Client will pay to IIM as full compensation for
services rendered a quarterly fee based on the annual fees set forth in EXHIBIT
"B", which is attached hereto and incorporated herein by reference. The books,
accounts and records of each party shall be maintained so as to clearly and
accurately disclose the precise details of the transactions to support the
reasonableness of the asset based fees charged. This fee schedule may be amended
by written agreement of the parties. If IIM shall serve for less than the whole
of any quarterly period, its compensation shall be payable on a pro rata basis
for the period of the calendar quarter for which it has served as an advisor
hereunder. No cash or securities due to or held for the Account shall be paid or
delivered to IIM except in payment of the fee payable to IIM under this
Agreement.
SECTION 6. PROCEDURES - All transactions will be consummated by payment
to or delivery by Client, or such other party as the Client may designate in
writing (the "Custodian"), of all cash and/or securities due to or from the
Account. IIM shall not act as custodian for the Account. IIM shall instruct all
brokers or dealers executing orders on behalf of the Account to forward copies
of all brokerage confirmations promptly after execution of such transaction to
Client and/or the Custodian. Client will instruct the Custodian, if any, to
provide IIM with such periodic reports concerning the status of the Account as
IIM may reasonably request. IIM shall be authorized to rely and act upon
instruction received from any Client representative reasonably believed by IIM
to be authorized to provide such instruction.
SECTION 7. PROXIES - Unless otherwise requested by Client, IIM shall
vote securities held in the Account in response to proxies solicited by the
issuers of such securities in accordance with IIM's proxy voting guidelines as
in effect from time to time. A copy of such guidelines will be provided to
Client upon its request.
SECTION 8. SERVICE TO OTHER CLIENTS - It is understood that IIM
provides investment advisory services for other clients. It is further
understood that IIM may take investment action on behalf of such other clients
which differs from investment action taken on behalf of Client. If the purchase
or sale of securities for the Account and for one or more such other clients is
considered at or about the same time, the transactions in such securities will
be allocated in a manner deemed equitable by IIM.
SECTION 9. LIMITATION OF LIABILITY - In rendering services under this
Agreement, IIM will not be subject to any liability to Client or to any other
party for any act or omissions of IIM except as the result of IIM's gross
negligence or willful misconduct. IIM may, with respect to questions of law,
apply for and obtain the advice and opinion of counsel, and shall be fully
protected with respect to anything done by it in good faith in conformity with
such reasonable advice or opinion. Nothing herein shall in any way constitute a
waiver or limitation of any right or any party under applicable Federal or State
law.
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SECTION 11. CERTAIN EXPENSES - Client shall pay, or reimburse IIM for,
all costs and expenses incurred by IIM (including without limitation the fees
and expenses of outside counsel) in connection with litigation, workouts,
restructuring and other similar activities related to the performance of IIM's
obligations hereunder. IIM shall also be entitled to obtain reimbursement from
Client for such other fees, costs and expenses which are agreed upon by Client
and IIM and payable to unrelated third party contractors engaged by IIM pursuant
to this Agreement in connection with IIM's performance of this Agreement. The
expenses incurred and payments received or made will be allocated according to
customary accounting practices.
SECTION 12. REPRESENTATIONS BY CLIENT - Client hereby represents and
warrants to IIM as follows:
(a) Client has the power and authority to execute, deliver
and perform its obligations under this Agreement;
(b) This Agreement has been duly authorized, validly
executed and delivered by one or more authorized signatories of Client, and this
Agreement constitutes a legal, valid and binding obligation of Client,
enforceable against Client in accordance with its terms;
(c) The execution and delivery of this Agreement and
Client's performance hereunder do not and will not be in contravention of or in
conflict with Clients charter documents or the provisions of any statute,
judgment, order, indenture, instrument, agreement or undertaking to which Client
is a party or by which Client's assets or properties are or may become bound.
Client has obtained all necessary consents and approvals of all regulatory and
governmental authorities and agencies having jurisdiction over Client for Client
to execute and deliver this Agreement and to perform hereunder.
SECTION 13. REPRESENTATIONS BY IIM - IIM hereby represents and warrants
to Client as follows:
(a) IIM has the power and authority to execute, deliver and
perform its obligations under this Agreement;
(b) This Agreement has been duly authorized, validly
executed and delivered by one or more authorized signatories of IIM, and this
Agreement constitutes a legal, valid and binding obligation of IIM, enforceable
against IIM in accordance with its terms;
(c) The execution and delivery of this Agreement and IIM's
performance hereunder do not and will not be in contravention of or in conflict
with IIM's charter documents or the provisions of any statute, judgment, order,
indenture, instrument, agreement or undertaking to which IIM is a party or by
which IIM's assets or properties are or may become bound. IIM has obtained all
necessary consents and approvals of all regulatory and governmental authorities
and agencies having jurisdiction over IIM for IIM to execute and deliver this
Agreement and to perform hereunder.
SECTION 14. FORM ADV PART II - The parties hereto acknowledge that,
prior to the execution of this Agreement, IIM furnished to Client, for Client's
review and inspection, a copy of the Form ADV Part II most recently filed by IIM
with the Securities and Exchange Commission. Upon Client's written or oral
request, IIM shall provide to Client a copy of any future Form ADV Part II.
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SECTION 15. TERMINATION - This Agreement may be terminated by either
party on the month-end next following receipt of written notice of termination.
SECTION 16. NOTICE - Any notice, advice or report to be given pursuant
to this Agreement shall be delivered or mailed:
TO IIM: ING INVESTMENT MANAGEMENT LLC
c/o Corporate Counsel
5780 Powers Ferry Road - Suite 300
Atlanta, Georgia 30327-4349
TO Client: AETNA LIFE INSURANCE AND ANNUITY COMPANY
c/o Chief Financial Officer
151 Farmington Avenue
Hartford, CT 06156
SECTION 17. CONSTRUCTION OF AGREEMENT - This Agreement shall be
construed and the rights and obligations of the parties hereunder enforced in
accordance with the laws of the State of Georgia.
SECTION 18. ASSIGNMENT - This Agreement shall bind and inure to the
benefit of and be enforceable by the parties hereto and their permitted
successors and assigns hereunder, provided, however, that IIM may not assign its
rights and obligations under this Agreement unless and until it shall have first
received the prior written consent of Client. The above consent may be withheld
for any reason, but if such consent is given, IIM's assignee shall be required
to assume and agree to perform all the obligations of IIM hereunder and IIM
shall remain fully liable for the performance of its obligations under this
Agreement arising prior to any such assignment.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused it to be executed by their duly authorized officers, all as of the day
and year first above.
CLIENT: AETNA LIFE INSURANCE AND ANNUITY
COMPANY
By: /s/ David Pendergrass
----------------------------------------
Name: David Pendergrass
Title: Vice President and Treasurer
IIM: ING INVESTMENT MANAGEMENT LLC
By: /s/ Mark S. Jordahl
----------------------------------------
Name: Mark S. Jordahl
Title: President
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EXHIBIT "A"
CLIENT GUIDELINES
AETNA LIFE INSURANCE AND ANNUITY COMPANY
GENERAL ACCOUNT INVESTMENT POLICY STATEMENT
Following is a statement of overall investment guidelines for ING FSI North
America (FSI-NA). The guidelines apply to the general accounts of the insurance
companies in the United States and Canada. The aggregate of portfolios for each
country should be within these guidelines; legal entity and individual
portfolios can be outside these guidelines with the approval of FSI-NA General
Management. Insurance Regulations pertaining to asset and portfolio
characteristics will, of course, supersede these guidelines. Also stated are
some specific guidelines and other considerations for our investment program.
BROAD GUIDELINES
I. QUALITY
Portfolios should be cautious in accepting credit risk. The incremental
returns for accepting this risk can appear attractive in good times and
inadequate in bad times. Therefore, it is the philosophy of FSI-NA that
the credit risk exposure should be highly diversified, actively managed,
and under continuous review. Specific maximum exposures have been
selected to achieve these results.
Average quality of fixed income securities - e.g., public bonds, private
placements, asset-backed securities, and MBS/CMO - cannot be below A+ for
each country. FSI-NA will monitor bond quality on a quarterly basis.
Credit quality guidelines include maximum holdings of individual credits.
These maximum holdings apply to initial purchases of securities. If
existing holdings deteriorate in quality and violate these maximums the
security must be immediately evaluated and brought into compliance with
these guidelines or obtain approval of FSI-NA General Management. Each
portfolio is expected to use adequate default charges to cover credit
risk.
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A. MAXIMUM HOLDINGS OF INDIVIDUAL CREDITS - US
<Table>
<Caption>
% OF
SECURITY TOTAL ASSETS
-------- ------------
US Governments and all US Government Guaranteed No Limit
AAA Mortgage-Backed Securities (per issue) 2.00%
AA Mortgage-Backed Securities (per issue) 1.00
Corporate, Public and 144A Private Asset-Backed 1.00
Securities and Commercial Mortgage-Backed Securities
AAA and AA-
Corporates and Whole Loan MBS/CMO A+ to A- 0.75
Corporates and Whole Loan MBS/CMO BBB+ to BBB- 0.50
Private Placements, Private and Public Asset-Backed
Securities:
A- or better 0.60
BBB+ to BBB- 0.45
Public and Private Non-Investment Grade 0.25
(Split-Rated, BB and B)
Foreign Based Corporations
Corporates based in countries rated at least A-/A3 Same as for domestic
and/or U.S. $ convertibility risk mitigated transactions companies
All Others 0.25
Commercial Mortgage (per transaction) 0.45
</Table>
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B. MAXIMUM HOLDINGS OF INDIVIDUAL CREDITS - CANADA
<Table>
<Caption>
% OF
QUALITY RATING (CBRS) TOTAL ASSETS
--------------------- ------------
Federal Government No Limit
Quality Rating (CBRS) % of
Total Assets
Provincial Governments (per Province) 15%
Municipal Governments (per Municipality) 5
Financial Papers of Six Largest Banks (per Bank) 5
Corporates AAA 4
Corporate AA 3
Corporates A 2
Corporates BBB 1
Mortgage-backed securities Guaranteed by NHA 2
Commercial Mortgages (uninsured) 1
Private Placements 1
AAA 1.0
AA 0.8
A 0.6
BBB 0.5
Public & Private Below Investment Grade 0.3
</Table>
II. MATCHING
To minimize interest rate risk, we embrace the basic principle that for
each portfolio, duration and, if applicable, cash flow must bear a known
relationship to the corresponding characteristics of life insurance and
savings product liabilities. The duration of each portfolio must be
maintained within the range established by FSI-NA and may not exceed
target duration by more than one year. The asset/liability relationship
will be monitored and documented on a regular basis.
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Only fixed-income securities and commercial mortgages are authorized for
liability matching unless general account liabilities are linked to
equity performance. Common stock, real estate and other equity
investments are permissible in surplus portfolios and are to be excluded
from duration of fixed income assets. All assets should be either
denominated in or swapped into the currency of the liability to be
consistent with our matching philosophy.
III. DIVERSIFICATION
The asset mix of the country will be within maximum exposures for the
general account assets (excluding separate accounts and
segregated/variable accounts):
<Table>
<Caption>
US ASSET CLASS MAXIMUMS
-----------------------
ASSET CLASS
Public Bonds 100%
Below Investment Grade 8.5
Foreign Based Corporations
Aggregate Limit 10
Country Limit (by rating category)
AAA to AA- 4
A+ to BBB 3
Below Investment Grade or Unrated 2
MBS/CMO (including CMO-B) 40
CMO-B 7*
Commercial Mortgages 20
Private Placements 30
Preferred Stock 10
"Basket Assets" 10**
(Common Stock, Real Estate and other
Equity Investments)
</Table>
* Target maximum is 7%; allocation may increase to 8% over short
term periods -- i.e., three consecutive month ends - to take
advantage of market opportunities
** not to exceed surplus
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<Table>
<Caption>
CANADIAN ASSET CLASS MAXIMUMS
-----------------------------
ASSET CLASS
Bonds and MBS 100%
Insured Mortgages 50
Commercial Mortgages 30
Below Investment Grade 5
Preferred Shares 30
Common Shares 15*
Private Placements 20
Short term securities excluding operating cash 20
</Table>
* (i) Excluding equities matched to general account liabilities and (ii)
not to exceed surplus.
Diversification by asset class is desirable to add economic diversification and
to diversify away the risks of credit, liquidity, and convexity/call. It is our
philosophy that diversification among and within asset classes mitigates those
infrequent but severe periods that befall every asset class from time-to-time.
SPECIFIC GUIDELINES
1. No venture capital.
2. Maximum exposure to below investment grade bond limited to 8.5% of
assets.
3. Interest rate swaps, currency swaps, interest rate caps and floors,
equity options, and other derivatives may be used in conjunction with
specific direct investments or for portfolio asset liability management
provided the resultant exposure is within counterparty exposure limits
separately established; use of derivatives for purposes beyond the
parameters established in these guidelines is prohibited.
REAL ESTATE EQUITIES
In order to opportunistically take advantage of equity real estate investments
offering unusually attractive returns or joint transactions with ING real
estate, such investments are permissible but the book value of such assets would
be limited to no more than two percent (2%) of invested assets.
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INVESTMENT RESULTS
FSI-NA General Management will approve investment performance benchmarks for
each portfolio. These may include spread/benchmarks, total return benchmarks,
competitive measurement and positioning, and investment income targets depending
on the nature of the asset/liability relationship and the portfolio management
strategy. Actual results vs. benchmarks will be reviewed quarterly.
TAX EFFICIENCY
Portfolios can be modified to achieve enhanced after-tax results. These
modifications generally take two forms: tax-enhanced investments such as common
and preferred shares to minimize income taxes and transactions undertaken to
minimize capital gains taxes. These activities are encouraged as long as they
are consistent with the tax position in each country and do not incur capital
loss beyond levels approved b FSI-NA.
SHORT TERM INVESTMENT REQUIREMENTS - US
Short-term (90 days or less) investing will be done only in Treasury,
Mortgage-Backed Repurchase Agreements, Commercial Paper, Time Deposits, Bankers
Acceptance Notes and Loan Participations in domestic companies carrying a
quality rating of A1, P1 or the long-term credit rating of A3 or higher, or as
otherwise determined by the treasury department.
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EXHIBIT B
ING INVESTMENT MANAGEMENT LLC
ADVISORY FEE SCHEDULE
AS OF JANUARY 1, 2003
ANNUAL ADVISORY FEES (based on assets under management):
(minimum is $50,000 for small portfolios)
<Table>
<Caption>
ASSET CLASS BASIS POINT FEE
- ----------------------------------------------------------------------------------------------------
- - Public bonds, MBS, CMO-A, Passthroughs, 25.0
- - Private Placements (investment grade) 25.0
- - Below Investment Grade 44.0
- - Derivatives / Residuals / CMO-B 65.0
- - Short Term Assets 25
- - Actively Managed Common Stock & Preferred Stock 52.0
- - Indexed Common Stocks 10.0
- - Commercial Mortgages 25.0
- - Real Estate Equity, Foreclosed Mortgages, and Problem Commercial Loans 69
- - portfolio management and investment services (applied to all assets under 1.8 b.p. for first $1.0
management per portfolio) billion and 0.8 b.p. for
the excess
- - separate accounts, segregated funds, and pension trusts 5.0 b.p. in additional to
the asset class charge
</Table>
PRODUCTION FEE (one-time fee assessed at close of transaction):
<Table>
<Caption>
ASSET CLASS BASIS POINT FEE
- ----------------------------------------------------------------------------------------------------
- - private placements (investment grade) 23
- - private placements (international - investment grade) 33
- - private placements (BIG) 40
- - commercial mortgages 16.7
</Table>
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