ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT is made by and between PORTFOLIO PARTNERS, INC., a
Maryland corporation (the "Company"), on behalf of each of its Series, MFS
CAPITAL OPPORTUNITIES PORTFOLIO (FORMERLY MFS VALUE EQUITY PORTFOLIO), MFS
EMERGING EQUITIES PORTFOLIO, MFS RESEARCH GROWTH PORTFOLIO, XXXXXXX
INTERNATIONAL GROWTH PORTFOLIO, X. XXXX PRICE GROWTH EQUITY PORTFOLIO, and AETNA
LIFE INSURANCE AND ANNUITY COMPANY, a Connecticut insurance corporation ("Aetna"
or the "Administrator"), with respect to the following recital of facts:
R E C I T A L
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WHEREAS, the Company is registered as an open-end diversified
management investment company under the Investment Company Act of 1940 (the
"1940 Act"); and
WHEREAS, the Administrator is registered as an investment adviser under
the Investment Advisers Act of 1940 (the "Advisers Act"), and engages in the
business of acting as an investment adviser and an administrator of investment
companies; and
WHEREAS, the Company has established the Series; and
WHEREAS, the Company, on behalf of each of its Series, and the
Administrator desire to enter into an agreement to provide for administrative
services for the Series on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
I. APPOINTMENT AND OBLIGATIONS OF THE ADMINISTRATOR
Aetna is hereby appointed to serve as the Administrator to the Company, to
provide the administrative services described herein and assume the obligations
set forth in Section II, subject to the terms of this Agreement and the control
of the Company's Board of Directors (the "Board"). The Administrator shall, for
all purposes herein, be deemed an independent contractor and shall have, unless
otherwise expressly provided or authorized, no authority to act for or represent
the Company in any way or otherwise be deemed an agent of the Company or its
Series.
II. DUTIES OF THE ADMINISTRATOR
In carrying out the terms of this Agreement, the Administrator shall:
A. provide office space, equipment and facilities (which may belong to the
Administrator or its affiliates) for maintaining the Company's organization, for
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meetings of the Company's Board of Directors and shareholders, and for
performing administrative services hereunder;
B. supervise and manage all aspects of the Company's operations (other than
investment advisory activities), and supervise relations with, and monitor the
performance of, custodians, depositories, transfer and pricing agents,
accountants, attorneys, underwriters, brokers and dealers, insurers and other
persons in any capacity deemed to be necessary and desirable by the Board;
C. determine and arrange for the publication of the net asset value of the
shares of each Series;
D. provide non-investment related statistical and research data and such
other reports, evaluations and information as the Series may request from time
to time;
E. provide internal clerical, accounting and legal services, and stationery
and office supplies;
F. prepare, amend, and update (with the advice of the Company's counsel)
the Company's Registration Statement on Form N-1A and state Blue Sky filings,
and prepare any necessary proxy statements and all annual and semi-annual
reports to shareholders;
G. arrange for the printing and mailing (at the expense of the Company or
affected Series) of proxy statements and other reports or other materials
provided to shareholders;
H. prepare for execution and file each Series' federal and state tax
returns and required tax filings other than those required to be made by the
Series' custodian and transfer agent;
I. maintain the Company's existence, and during such times as the shares of
the Series are publicly offered, maintain the registration and qualification of
the shares under federal and state law;
J. keep and maintain the financial accounts and records of the Company;
K. develop and implement, if appropriate, management or shareholder
services designed to enhance the convenience of investing in the Series;
L. provide the Board on a regular basis with reports and analyses of the
Series' operations and the operations of comparable investment companies;
M. respond to inquiries from shareholders or participants of employee
benefit plans (for which the Administrator or any affiliate provides
recordkeeping) relating to the Series, concerning, among other things, exchanges
among Series, refer any such inquiries to the Company's officers or the Series'
transfer agent;
N. provide recordkeeping services; and
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O. provide such information as may be reasonably requested by a shareholder
representative of or a participant in an employee benefit plan to comply with
applicable federal or state laws.
III. REPRESENTATIONS AND WARRANTIES
A. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator hereby represents and warrants to the Fund as
follows:
1. INCORPORATION AND ORGANIZATION. The Administrator 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. BEST EFFORTS. The Administrator at all times shall provide its best
judgment and effort to the Company in carrying out its obligations hereunder.
B. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company, on behalf of each of its Series, hereby represents and
warrants to the Administrator as follows:
1. INCORPORATION AND ORGANIZATION. The Company 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 terms.
2. REGISTRATION. The Company is registered as an investment company
with the SEC 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 (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. CONTROL BY THE BOARD OF DIRECTORS
Any activities undertaken by the Administrator pursuant to this Agreement
on behalf of the Company shall at all times be subject to any directives of the
Board.
V. COMPLIANCE WITH APPLICABLE REQUIREMENTS
In carrying out its obligations under this Agreement, the Administrator
shall at all times conform to:
A. all applicable provisions of the 1940 Act;
B. the provisions of the Company's Registration Statement;
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C. the provisions of the Company's Articles of Incorporation;
D. the provisions of the By-Laws of the Company; and
E. any other applicable provisions of state or federal law.
VI. DELEGATION OF RESPONSIBILITIES
All services to be provided by the Administrator under this Agreement
may be furnished by any directors, officers or employees of the Administrator or
the Administrator may retain the services of any other entity to provide certain
administrative duties under the Administrator's supervision.
VII. COMPENSATION
For the services to be rendered, the facilities furnished and the
expenses assumed by the Administrator, the Company, on behalf of each of its
Series, shall pay to the Administrator an annual fee, payable monthly, at the
following rates, based upon the average daily net assets of each of its Series:
SERIES RATE
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MFS Capital Opportunities Portfolio .25%
MFS Emerging Equities Portfolio .13%
MFS Research Growth Portfolio .15%
Xxxxxxx International Growth Portfolio .20%
X. Xxxx Price Growth Equity Portfolio .15%
Except as hereinafter set forth, compensation under this Agreement shall be
calculated and accrued daily at the rate of 1/365 of the annual administration
fee applied to the daily net assets of each Series. If this Agreement becomes
effective subsequent to the first day of a month or shall terminate 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 as set forth above.
VIII. NON-EXCLUSIVITY
The services of the Administrator to the Company are not to be deemed
to be exclusive, and the Administrator shall be free to render administrative 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 Administrator may serve as officers or directors
of the Company, and that officers or directors of the Company may serve as
officers or directors of the Administrator to the extent permitted by law; and
that the officers and directors of the Administrator 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.
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IX. TERM
This Agreement shall become effective at the close of business on the
date hereof and shall continue through December 31, 2001. Thereafter it shall
continue for successive periods, provided such continuance is specifically
approved at least annually by the Company's directors who are not parties to
this Agreement or "interested persons" as defined in the 1940 Act
("disinterested directors"), or by the vote of the holders of a "majority" as so
defined in Section 2(a)(42) of the 1940 Act ("majority") of the outstanding
voting securities of the Series and by a majority of the disinterested
directors.
X. TERMINATION
This Agreement may be terminated at any time, without the payment of
any penalty, by vote of the Company's directors 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 Administrator, on sixty (60) days' written notice to the
other party.
XI. LIABILITY OF ADMINISTRATOR AND INDEMNIFICATION
A. LIABILITY
The Administrator shall be liable to the Company and shall indemnify the
Company for any losses incurred by the Company, 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 Administrator or its officers,
directors or employees, that is found to involve willful misfeasance, bad faith
or negligence, or reckless disregard by the Administrator of its duties under
this Agreement, in connection with the services rendered by the Administrator
hereunder.
B. INDEMNIFICATION
In the absence of willful misfeasance, bad faith, negligence or reckless
disregard of obligations or duties hereunder on the part of the Administrator or
any officer, director or employee of the Administrator, to the extent permitted
by applicable law, the Company hereby agrees to indemnify and hold the
Administrator harmless from and against all claims, actions, suits and
proceedings at law or in equity, whether brought or asserted by a private party
or a governmental
agency, instrumentality or entity of any kind, relating to the sale, purchase,
pledge of, advertisement of, or solicitation of sales or purchases, of any
security by or on behalf of the Series, or issued by the Series, in alleged
violation of applicable federal, state or foreign laws, rules or regulations.
XII. MATERIALS FOR DISTRIBUTION TO SHAREHOLDERS
During the term of this Agreement, the Company shall furnish to the
Administrator at its principal office copies of all prospectuses, proxy
statements, reports to shareholders, sales literature and other material
referring to the Administrator that were prepared for distribution to
shareholders of the Company and to participants in employee benefit plans owning
interests in the Series (prior to
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the public distribution of such materials). The Company shall not use any
such materials that refer to the Administrator if the Administrator
reasonably objects in writing within five business days (or such other time
as the parties may agree) after receipt thereof, unless prior to such use the
material is modified in a manner that is satisfactory to the Administrator.
Subsequent to the termination of this Agreement, the Company will continue to
furnish to the Administrator copies of such materials. The Company shall also
furnish or otherwise make available to the Administrator other information
relating to the business affairs of the Company as the Administrator
reasonably requests from time to time.
XIII. NOTICES
Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of the Administrator and that
of the Company for this purpose shall be 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxxx 00000.
XIV. 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, releases
or orders of the SEC issued pursuant to said Act. In addition, where the effect
of a requirement of the 1940 Act reflected in the provisions of this Agreement
is revised by rule, release or order of the SEC, such provisions shall be deemed
to incorporate the effect of such rule, release or order.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers as of the 14th day of
December, 2000.
AETNA LIFE INSURANCE PORTFOLIO PARTNERS, INC. ON
AND ANNUITY COMPANY BEHALF OF ITS SERIES:
MFS CAPITAL OPPORTUNITIES PORTFOLIO
(FORMERLY MFS VALUE EQUITY PORTFOLIO)
MFS EMERGING EQUITIES PORTFOLIO
MFS RESEARCH GROWTH PORTFOLIO
By: /s/Xxxxx X. Xxxxxxx XXXXXXX INTERNATIONAL GROWTH PORTFOLIO
---------------------- X. XXXX PRICE GROWTH EQUITY PORTFOLIO
Name: Xxxxx X. Xxxxxxx
----------------------
Title: Senior Vice President By: /s/ Xxxxxx X. Xxxxxxxxxxx
---------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
--------------------------------
Attest: /s/ Xxxx X. Xxxxxxx Title: President
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Name: Xxxx X. Xxxxxxx
-----------------------------
Title: Assistant Corporate Secretary
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Attest: /s/ J. Xxxx XxXxxxxx
--------------------------------
Name: J. Xxxx XxXxxxxx
--------------------------------
Title: Assistant Secretary
--------------------------------
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