EXHIBIT (h)
ADMINISTRATION AGREEMENT
This AGREEMENT made this 1st day of April, 2002 between Aetna
Variable Encore Fund, doing business as Aetna Money Market VP (the "Fund"), a
Massachusetts business trust, on behalf of each series of the Fund, set forth on
Schedule A hereto (each a "Fund," collectively, the "Funds"), as such schedule
may be amended from time to time to add additional series, and ING Funds
Services, LLC (the "Administrator"), a Delaware limited liability company.
WHEREAS, the Fund is an open-end investment management company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Fund desires to avail itself of the services of the
Administrator for the provision of administrative services for the Fund; and
WHEREAS, the Administrator is willing to render such services to the
Fund;
NOW THEREFORE, in consideration of the premises, the promises and
mutual covenants herein contained, it is agreed between the parties as follows:
1. Appointment. The Fund hereby appoints the Administrator, subject
to the direction of the Board of Trustees, for the period and on the terms set
forth in this Agreement, to provide administrative services, as described
herein, with respect to the Fund. The Administrator accepts such appointment and
agrees to render the services set forth herein.
2. Services of the Administrator. Subject to the general supervision
of the Board of Trustees of the Fund, the Administrator shall provide the
following administrative services:
(a) Provide all administrative services reasonably necessary for the
operation of the Fund other than the investment advisory services performed by
the investment manager or sub-adviser, including, but not limited to: (i)
coordinating all matters relating to the operation of the Fund, including any
necessary coordination among the investment manager, custodian, transfer agent,
dividend disbursing agent, and portfolio accounting agent (including pricing and
valuation of the portfolio), accountants, attorneys, and other parties
performing services or operational functions for the Fund; (ii) supervising the
maintenance by third parties engaged by the Fund of such books and records of
the Fund as may be required by applicable federal or state law; (iii) preparing
or supervising the preparation by third parties selected by the Fund of all
federal, state, and local tax returns and reports required by applicable law;
(iv) preparing and filing, with the assistance of counsel, and arranging for the
distribution of proxy materials and periodic reports to shareholders as required
by applicable law; (v) preparing and arranging for the filing, with the
assistance of counsel, of registration statements and other documents with the
Securities and Exchange Commission (the "SEC") and other federal and state
regulatory authorities as may be required by applicable law; (vi) taking such
other action with respect to the
Fund as may be required by applicable law, including without limitation the
rules and regulations of the SEC and other regulatory agencies; (vii) providing
the Fund, at the Administrator's expense, with adequate personnel, office space,
communications facilities, and other facilities necessary for operation of the
Fund as contemplated in this Agreement; (viii) assist the Fund in conducting
periodic repurchase offers in accordance with Rule 23c-3 under the 1940 Act;
(ix) arranging for meetings of the Fund's Board of Trustees and, in connection
therewith, providing the Board with necessary or appropriate information for its
meetings; (x) providing non-investment related statistical and research data and
such other reports, evaluations and information as the Fund may request from
time to time; (xi) maintaining the Fund's existence, and during such time as
shares of the Fund are publicly offered, maintaining the registration and
qualification of the Fund's shares under federal and state law; and (xii)
responding to inquiries from shareholders or their agents or representatives
relating to the Fund, concerning, among other things, exchanges among funds, or
referring any such inquiries to the Fund's officers or transfer agent. Nothing
in this provision shall be deemed to inhibit the Fund or its officers from
engaging, at the expense of the Fund, other persons to assist in providing
administrative services to the Fund including, but not limited to, accounting
agents, recordkeeping agents, proxy solicitation agents, attorneys, accountants,
consultants and others.
(b) Render to the Board of Trustees of the Fund such periodic and
special reports as the Board may reasonably request;
(c) Make available its officers and employees to the Board of
Trustees and officers of the Fund for consultation and discussions regarding the
administration of the Fund and the services provided to the Fund under this
Agreement; and
(d) Develop and implement, if appropriate, management and
shareholder services designed to enhance the value or convenience of the Fund as
an investment vehicle.
3. Conformity with Applicable Law. The Administrator, in the
performance of its duties and obligations under this Agreement, shall act in
conformity with the Registration Statement of the Fund and with the instructions
and directions of the Board of Trustees of the Fund and will conform to, and
comply with, the requirements of the 1940 Act and all other applicable federal
and state laws and regulations.
4. Exclusivity. The services of the Administrator to the Fund under
this Agreement are not to be deemed exclusive, and the Administrator, or any
affiliate thereof, shall be free to render similar services to other investment
companies and other clients (whether or not their investment objectives and
policies are similar to those of the Fund) and to engage in other activities, so
long as its services hereunder are not impaired thereby.
5. Expenses. During the term of this Agreement, the Administrator
will pay all expenses incurred by it in connection with its activities under
this Agreement, except such expenses as are assumed by the Fund under this
Agreement and such expenses as are assumed by the investment manager pursuant to
an Investment Management Agreement. The Fund shall be responsible for all of the
other expenses of its operations, including, without limitation, the
administration fee payable hereunder; advisory fees; brokerage commissions;
interest; legal fees
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and expenses of attorneys; fees of auditors, transfer agents and dividend
disbursing agents, custodians and shareholder servicing agents; fees of
accountants and accounting services; the expense of obtaining quotations for
calculating the Fund's net asset value; taxes, if any, and the preparation of
the Fund's tax returns; cost of stock certificates and any other expenses
(including clerical expenses) of issue, sale, repurchase or redemption of
shares; expenses of registering and qualifying shares of the Fund under federal
and state laws and regulations; all expenses of periodic repurchase offers and
of preparing, printing, and mailing repurchase offer material to shareholders;
expenses of printing and distributing reports, notices and proxy materials to
existing shareholders; expenses of printing and filing reports and other
documents filed with governmental agencies; expenses in connection with
shareholder and trustee meetings; expenses of printing and distributing
prospectuses and statements of additional information to existing shareholders;
fees and expenses of Trustees of the Fund who are not "interested persons" of
the Fund as that term is defined in the 1940 Act; trade association dues;
insurance premiums; and extraordinary expenses such as litigation expenses. To
the extent the Administrator incurs any costs or performs any services which are
an obligation of the Fund, as set forth herein, the Fund shall promptly
reimburse the Administrator for such costs and expenses. To the extent the
services for which the Fund is obligated to pay are performed by the
Administrator, the Administrator shall be entitled to recover from the Fund only
to the extent of its costs for such services.
6. Compensation.
(a) For the services provided by the Administrator pursuant to this
Agreement, the Fund will pay to the Administrator the annual fee set forth in
Schedule A hereto.
(b) The administration fee shall be accrued daily by the Fund and paid to
the Administrator at the end of each calendar month.
7. Liability of the Administrator. The Administrator may rely on
information reasonably believed by it to be accurate and reliable. Except as may
otherwise be required by the 1940 Act or the rules thereunder, neither the
Administrator nor its stockholders, officers, trustees, employees, or agents
shall be subject to any liability for, or any damages, expenses, or losses
incurred in connection with, any act or omission connected with or arising out
of any services rendered under this Agreement, except by reason of willful
misfeasance, bad faith, or negligence in the performance of the Administrator's
duties, or by reason of reckless disregard of the Administrator's obligations
and duties under this Agreement. The liability incurred by the Administrator
pursuant to this paragraph 7 in any year shall be limited to the revenues of the
Administrator derived from the Fund in that fiscal year of the Fund. The
Administrator shall look solely to Fund property for satisfaction of claims of
any nature against the Fund or a trustee, officer, employee or agent of the Fund
individually arising in connection with the affairs of the Fund.
8. Continuation and Termination. This Agreement shall become
effective on the date first written above, subject to the condition that the
Fund's Board of Trustees, including a majority of those Trustees who are not
"interested persons" (as such term is defined in the 0000 Xxx) of the Fund or
the Administrator, shall have approved this Agreement. Unless terminated
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as provided herein, the Agreement shall continue in full force and effect
through December 31, 2002 and shall continue from year to year thereafter so
long as such continuance is specifically approved at least annually by the vote
of a majority of the Board of Trustees of the Fund, including a majority of the
Board of Trustees of the Fund who are not parties to this Agreement or
"interested persons" (as defined in the 0000 Xxx) of the Fund or the
Administrator.
This Agreement may be terminated by the Fund at any time, without
the payment of any penalty, by vote of a majority of the Board of Trustees of
the Fund on sixty (60) days' written notice to the Administrator, or by the
Administrator at any time, without the payment of any penalty, on sixty (60)
days' written notice to the Fund.
9. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
10. Applicable Law.
(a) This Agreement shall be governed by the laws of the State of
Delaware, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Investment Advisers Act of 1940, or any
rules or order of the SEC thereunder.
(b) If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby and, to this extent, the provisions of this
Agreement shall be deemed to be severable.
(c) The captions of this Agreement are included for convenience only
and in no way define or limit any of the provisions hereof or otherwise affect
their construction or effect.
11. Limitation of Liability for Claims. The Distributor is hereby
expressly put on notice of the limitation of liability as set forth in the
Declaration and agrees that the obligations assumed by the Trust on behalf of
each Series pursuant to this Agreement shall be limited in all cases to each
applicable Series and their assets, and the Distributor shall not seek
satisfaction of any such obligation from the shareholders or any shareholder of
any Series or any other Series of the Trust, or from any trustee, officer,
employee or agent of the Trust. The Distributor understands that the rights and
obligations of each Series under the Declaration are separate and distinct from
those of any and all other Series.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their officers designated below as of the day and year first
above written.
AETNA VARIABLE ENCORE FUND
By: /s/ Xxxxxx X. Naka
----------------------------
Xxxxxx X. Naka,
Senior Vice President
ING FUNDS SERVICES, LLC
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Xxxxxxx X. Xxxxxx,
Executive Vice President and
Chief Financial Officer
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SCHEDULE A
WITH RESPECT TO THE
ADMINISTRATION AGREEMENT
DATED APRIL 1, 2002
BETWEEN
AETNA VARIABLE ENCORE FUND
AND
ING FUNDS SERVICES, LLC
SERIES ADMINISTRATIVE SERVICES FEE APPROVED BY BOARD REAPPROVAL DATE
------ --------------------------- ----------------- ---------------
Aetna Money Market VP .055% on the 1st $5 billion December 12, 2001 December 31, 2002
of assets of each Fund
.03% over $5 billion
of assets of each Fund
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