ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT is made by and between AETNA GENERATION PORTFOLIOS,
INC., a Maryland Corporation (the "Fund"), on behalf of each of its portfolios,
Aetna Ascent VP, Aetna Crossroads VP and Aetna Legacy VP (the "Portfolios"), and
AELTUS INVESTMENT MANAGEMENT, INC., a Connecticut corporation (the
"Administrator"), with respect to the following recital of facts:
R E C I T A L
WHEREAS, the Fund 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 Fund has established the Portfolios; and
WHEREAS, the Fund, on behalf of each of its Portfolios, and the
Administrator desire to enter into an agreement to provide for administrative
services for the Portfolios on the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable considerations, the receipt of which is
hereby acknowledged, the parties agree as follows:
I. APPOINTMENT AND OBLIGATIONS OF THE ADMINISTRATOR
The Administrator is hereby appointed to serve as the Administrator to
the Portfolios, 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 Fund'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 Portfolios in any way or otherwise be
deemed an agent of the Portfolios.
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 be the
Administrator's or its affiliates') for maintaining the Fund's organization, for
meetings of the Fund's Board and shareholders, and for performing administrative
services hereunder;
B. supervise and manage all aspects of the Portfolios' operations
(other than investment advisory activities), 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. provide internal clerical and legal services, and stationery and
office supplies;
D. provide accounting services, including:
1. determining and arranging for the publication of the net
asset value of each Portfolio;
2. preparing financial information for presentation to the Fund's
Board and management;
3. preparing and monitoring the Fund's annual expense budget, and
establishing daily accruals;
4. coordinating payment of fund expenses;
5. calculating periodic dividend rates to be declared in
accordance with management guidelines;
6. calculating total return information as defined in the
current prospectus and statement of additional information;
7. coordinating audit packages for use by independent public
accountants;
8. responding to regulatory audits;
E. provide non-investment related statistical and research data and
such other reports, evaluations and information as the Portfolios may request
from time to time;
F. monitor each Portfolio's compliance with the current prospectus
and statement of additional information, the 1940 Act, the Internal Revenue Code
and other applicable laws and regulations;
G. prepare, to the extent requested by the Fund, registration
statements, proxy statements and annual and semi-annual reports to shareholders;
H. arrange for the printing and mailing (at the Portfolios' expense)
of proxy statements and other reports or other materials provided to the
Portfolios' shareholders;
I. support outside auditors in preparing and filing all the
Portfolios' federal and state tax returns and required tax filings other than
those required to be made by the Portfolios' custodian and transfer agent;
2
J. prepare periodic reports to and filings with the Securities
and Exchange Commission (the "SEC") and state Blue Sky authorities with the
advice of the Portfolios' counsel;
K. maintain the Fund's existence, and during such times as the shares
of the Portfolios are publicly offered, maintain the registration and
qualification of the Portfolios' shares under federal and state law;
L. keep and maintain the financial accounts and records of the
Portfolios;
M. provide the Board on a regular basis with reports and analyses of
the Portfolios' operations and the operations of comparable investment
companies; and
N. take any other actions which appear to the Administrator and the
Board necessary to carry into effect the purposes of this Agreement.
III. REPRESENTATIONS AND WARRANTIES
A. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator hereby represents and warrants to the Fund as
follows:
1. Due 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 Portfolios in carrying
out its obligations hereunder.
B. REPRESENTATIONS AND WARRANTIES OF THE PORTFOLIOS AND THE FUND
The Fund, on behalf of each of its Portfolios, hereby represents
and warrants to the Administrator 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
terms.
2. Registration. The Fund is registered as an investment
company with the SEC under the 1940 Act and shares of the
Portfolios 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.
3
IV. CONTROL BY THE BOARD OF DIRECTORS
Any activities undertaken by the Administrator pursuant to this
Agreement on behalf of the Portfolios 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 registration statement of the Fund under
the 1933 Act and the 1940 Act;
C. the provisions of the Fund's Articles of Incorporation, as
amended;
D. the provisions of the By-Laws of the Fund, as amended; and
E. any other applicable provisions of state and 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
by any affiliates of the Administrator under the Administrator's supervision.
VII. COMPENSATION
For the services to be rendered, the facilities furnished and the
expenses assumed by the Administrator, the Fund, on behalf of each of its
Portfolios, shall pay to the Administrator an annual fee, payable monthly (in
arrears), based upon the following average daily net assets of each of its
Portfolios:
Rate Net Assets
.075% on the 1st $5 billion
.05% over $5 billion
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 the Portfolios. 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.
4
Notwithstanding the above, the Administrator may waive a portion or all of the
fees it is entitled to receive. For fiscal year 1999, the Administrator has
agreed to waive fees so that the total annual operating expenses (excluding
distribution fees) do not exceed 0.80% of the average daily net assets.
VIII. NON-EXCLUSIVITY
The services of the Administrator to the Portfolios 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
Fund, and that officers or directors of the Fund 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.
IX. TERM
This Agreement shall become effective on January 1, 1999, and shall
continue through December 31, 1999. Thereafter it shall continue for successive
annual 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 Portfolios' 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.
X. TERMINATION
This Agreement may be terminated at any time, without the payment of
any penalty, by vote of the Fund's directors or by vote of a majority of the
Portfolios' 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.
5
XI. LIABILITY OF ADMINISTRATOR AND INDEMNIFICATION
A. LIABILITY
The Administrator 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 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 Fund 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 (whether of the Portfolios or otherwise) by the Fund,
its officers, directors, employees or agents in alleged violation of applicable
federal, state or foreign laws, rules or regulations.
XII. 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 for this
purpose shall be 00 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, and the
address of the Fund for this purpose shall be 00 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxxx 00000.
XIII. QUESTIONS OF INTERPRETATIONS
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 SEC issued pursuant to the 1940 Act, or contained in no-action and
interpretive positions taken by the SEC 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 SEC, such provisions shall be deemed to
incorporate the effect of such rule or order.
6
XIV. SERVICE XXXX
The service xxxx of the Fund and the Portfolios 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 Administrator or another subsidiary or affiliated corporation of Aetna
Services, Inc. should not be the Administrator of the Portfolios.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers as of the 18th day of
December, 1998.
AETNA GENERATION PORTFOLIOS, INC.
on behalf of each of its Portfolios,
Aetna Ascent VP
Aetna Crossroads VP
Aetna Legacy VP
AELTUS INVESTMENT
MANAGEMENT, INC.
By: /s/Xxxx X. Xxx By: /s/J. Xxxxx Xxx
----------------- --------------------
Name: Xxxx X. Xxx Name: J. Xxxxx Xxx
----------------- --------------------
Title: President Title: President
----------------- --------------------
Attest: Attest:
/s/Xxxxxxxxx Xxxxx /s/Xxxxxx X. Xxxxxx
--------------------------- ---------------------------
Name: Xxxxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxx
-------------------- --------------------
Title: Assistant Secretary Title: Assistant Secretary
-------------------- --------------------
7
