FORM OF
ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT is made by and between AETNA LIFE INSURANCE AND ANNUITY COMPANY,
a Connecticut insurance corporation (the "Adviser"), and AETNA VARIABLE
PORTFOLIOS, INC., a Maryland corporation (the "Fund"), on behalf of its Aetna
______________ Portfolio (the "Portfolio"), as of the Date set forth below.
W I T N E S S E T H
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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, as amended (the "1940 Act"); and
WHEREAS, the Fund has established the Portfolio; and
WHEREAS, the Administrator is registered with the Commission as an investment
adviser under the Investment Advisers Act of 1940, as amended (the "Advisers
Act") and has entered into an agreement with the Fund for the benefit of the
Portfolio to serve as investment adviser to the Portfolio; and
WHEREAS, the Fund, on behalf of the Portfolio, desires that the Administrator
provide certain administrative services for the Portfolio in connection with the
operation and management of the Portfolio;
NOW THEREFORE, the parties agree as follows:
I. APPOINTMENT OF THE ADMINISTRATOR
Subject to the terms and conditions of this Agreement and the policies and
control of the Fund's Board of Directors (the "Board"), the Fund, on behalf of
the Portfolio, hereby appoints the Administrator to provide the administrative
services and assume the obligations described below, for the compensation set
forth in Section VI. The Administrator agrees that, except as required to carry
out its duties under this Agreement or otherwise expressly authorized, it is
acting as an independent contractor and not as an agent of the Portfolio and has
no authority to act for or represent the Portfolio in any way.
II. DUTIES OF THE ADMINISTRATOR
A. Services
The Administrator agrees to use its best judgment, efforts and facilities
in providing services to the Portfolio and in connection therewith, it
agrees that those administrative services will consist of:
1. providing office space, equipment and facilities (which may be the
Administrator's or its affiliates') for maintaining the Fund's
business organization and for performing administrative services
hereunder;
2. supervising and managing all aspects of the Portfolio's operations
(other than investment advisory activities) including administering
relations with, and monitoring 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;
3. calculating and arranging for the publication of the net asset value
of the Portfolio;
4. providing noninvestment related statistical and research data and such
other reports, evaluations and information as the Portfolio or the
Board may request from time to time;
5. providing internal clerical, accounting and legal services, and
stationery and office supplies;
6. preparing, to the extent requested by the Fund, the Portfolio's
prospectus, statement of additional information, and annual and
semi-annual reports to shareholders;
7. arranging for the printing and mailing (at the Portfolio 's expense)
of proxy statements and other reports or other materials provided to
the Portfolio's shareholders;
8. preparing for execution and filing all the Portfolio 's federal and
state tax returns and required tax filings other than those required
to be made by the Portfolio's custodian and transfer agent;
9. preparing periodic reports to and filings with the Securities and
Exchange Commission and state Blue Sky authorities with the advice of
the Portfolio's counsel;
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10. maintaining the Fund's existence, and its corporate records and during
such times as the shares of the Portfolio are publicly offered,
maintaining the registration and qualification of the Portfolio's
shares under federal and state law;
11. keeping and maintaining the financial accounts and records of the
Portfolio;
12. developing and implementing, if appropriate, management and
shareholder services designed to enhance the value or convenience of
the Portfolio as an investment vehicle; and
13. providing the Board on a regular basis with reports and analyses of
the Portfolio's operations and the operations of comparable investment
companies.
B. Expenses
During the term of this Agreement, the Administrator shall be responsible
for all of its costs and expenses incurred in carrying out the services
described in Paragraph A of this Section. In addition, it agrees that it
shall be responsible for, and pay or reimburse the Portfolio for, all of
the following expenses that would otherwise be payable by the Portfolio:
1. fees and expenses of the Portfolio's independent accountants and legal
counsel;
2. fees and expenses of any transfer agent, custodian, dividend,
accounting, pricing or disbursing agent of the Portfolio;
3. insurance premiums on property or personnel (including officers and
directors) of the Fund which benefit the Fund or its directors;
4. all fees and expenses of the Fund's directors, who are not "interested
persons" (as defined in the 0000 Xxx) of the Fund or the Adviser;
5. expenses of preparing, printing and distributing prospectuses and
reports to shareholders of the Portfolio, except for those expenses
paid by third parties in connection with the distribution of Portfolio
shares;
6. all expenses incident to the payment of any dividend, distribution,
withdrawal or redemption, whether in shares of the Portfolio or in
cash;
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7. costs and expenses of promoting the sale of shares in the Portfolio,
including preparing prospectuses and reports to shareholders of the
Portfolio, provided, nothing in this Agreement shall prevent the
charging of such costs to third parties involved in the distribution
and sale of Portfolio shares;
8. fees payable by the Portfolio to the Commission or to any state
securities regulator or other regulatory authority for the
registration of shares of the Portfolio in any state or territory of
the United States or in the District of Columbia;
9. 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;
10. all dues and fees payable to the ICI or successor organization; and
11. any other ordinary, recurring expenses incurred in the management of
the Portfolio's assets or administering its affairs.
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 Portfolio in carrying out its obligations
hereunder.
B. Representations and Warranties of the Portfolio and the Fund
The Fund, on behalf of the Portfolio, hereby represents and warrants to the
Administrator as follows:
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1. Due 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 obligations hereunder.
2. Registration. The Company is registered as an investment company with
the Commission under the 1940 Act and shares of the Portfolio are
registered or qualified for offer and sale to the public under the
Securities Act of 1933, as amended (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. COMPLIANCE WITH APPLICABLE REQUIREMENTS
In carrying out its obligations under this Agreement, the Administrator shall
comply with the following:
A. all applicable provisions of the 1940 Act;
B. all terms and provisions described in the most current effective
amendment of the registration statement for the Portfolio, as filed
with the Commission under the 1933 Act and the 1940 Act ("Registration
Statement") and all policies adopted by the Board;
C. the provisions of the Fund's Articles of Incorporation, as amended;
D. the Bylaws of the Fund, as amended; and
E. any other applicable provisions of state or federal law, or any rules
or regulations issued by such regulatory authorities.
V. 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, by any
affiliates of the Administrator under the Administrator's supervision, or by any
party to which such services may lawfully be delegated.
VI. COMPENSATION
For the services to be rendered, the facilities furnished, and the expenses
paid, by the Administrator, the Portfolio shall pay to the Administrator an
annual fee, at a rate of __________% of the average daily net assets of the
Portfolio payable monthly in arrears.
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Except as hereinafter set forth, compensation under this Agreement shall be
calculated and accrued daily at the rate of 1/365 of __________% of the daily
net assets of the Portfolio. 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 as set forth
above.
VII. NONEXCLUSIVITY
The services of the Administrator to the Portfolio 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 corporation, including
other investment companies.
VIII. TERM
This Agreement shall become effective at the close of business on the date
hereof and shall continue through December 31, 1999. Thereafter it shall
continue for successive annual periods, provided such continuance is
specifically approved at least annually by the Fund'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
defined in Section 2(a)(42) of the 1940 Act ("majority") of the outstanding
voting securities of the Portfolio and by a majority of the disinterested
directors.
IX. 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
Portfolio's outstanding voting securities or by the Administrator, on sixty (60)
days' written notice to the other party.
X. LIABILITY OF ADMINISTRATOR
The Administrator shall be liable to the Portfolio and shall indemnify the
Portfolio for any losses incurred by the Portfolio, 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
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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.
XI. 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 address shall be:
if to the Fund, the Portfolio or the Administrator:
000 Xxxxxxxxxx Xxxxxx, XX0X
Xxxxxxxx, Xxxxxxxxxxx 00000
Fax number: 860/000-0000
Attn.: Secretary
XII. 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, regulations or orders
of the Commission issued pursuant to the 1940 Act. In addition, where the effect
of a requirement of the 1940 Act reflected in the provisions of this Agreement
is revised by rule, regulation or order of the Commission, such provisions shall
be deemed to incorporate the effect of such rule, regulation or order.
XIII. SERVICE XXXX
The service xxxx of the Fund and the Portfolio and the name "Aetna" have been
adopted by the Fund with the permission of Aetna Life and Casualty Company and
their continued use is subject to the right of Aetna Life and Casualty Company
to withdraw this permission in the event the Administrator or another subsidiary
or affiliated corporation of Aetna Life and Casualty Company should not be the
administrator of the Portfolio.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their respective officers on the _______ day of ______________,
1997.
AETNA LIFE INSURANCE
AND ANNUITY COMPANY
Attest:
By
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Name Title
------------------------------------
Name Title
AETNA VARIABLE
PORTFOLIOS, INC.
on behalf of
Aetna ______________ Portfolio
Attest:
By
-----------------------------------
Name Title
------------------------------------
Name Title
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