SUB-ADMINISTRATION AGREEMENT
THIS SUB-ADMINISTRATION AGREEMENT is made as of August 11, 1997 by and between
AETNA LIFE INSURANCE AND ANNUITY COMPANY (ALIAC), a corporation organized under
the laws of the State of Connecticut (the "Administrator"), and INVESTORS BANK &
TRUST COMPANY, a Massachusetts trust company ("Investors Bank").
WHEREAS, the Administrator is registered as an investment adviser under the
Investment Advisers Act of 1940 (the "Advisers Act"), and;
WHEREAS, the Administrator desires to retain Investors Bank to render certain
administrative services to the Administrator and Investors Bank is willing to
render such services;
NOW, THEREFORE, in consideration of the mutual covenants herein set forth, it is
agreed between the parties hereto as follows:
1. Appointment. The Administrator hereby appoints Investors Bank to act as
Sub-Administrator of Portfolio Partners, Inc. (the "Company") on the terms set
forth in this Agreement. Investors Bank accepts such appointment and agrees to
render the services herein set forth for the compensation herein provided.
2. Delivery of Documents. The Administrator has furnished Investors Bank with
copies properly certified or authenticated of each of the following:
(a) Resolutions of the Company's Board of Directors authorizing the
appointment of ALIAC as Administrator to provide certain administrative services
to the Company;
(b) The Company's incorporating documents filed with the State of
Maryland and all amendments thereto (the "Articles");
(c) The Company's by-laws and all amendments thereto (the "By-Laws");
(d) The Company's agreements with all service providers which include
any investment advisory agreements, sub-investment advisory agreement, custody
agreements, distribution agreements and transfer agency agreements, if
applicable (collectively, the "Agreements");
(e) The Company's most recent Registration Statement on Form N-1A under
the Securities Act of 1933 and under the Investment Company Act of 1940 (the
"1940 Act") and all amendments thereto (the "Prospectus"); and
(f) Such other certificates, documents or opinion as may mutually be
deemed necessary or appropriate for Investors Bank in the proper performance of
its duties hereunder.
The Administrator will immediately furnish Investors Bank with copies
of all amendments of or supplements to the foregoing. Furthermore, the
Administrator will notify Investors Bank of its services under this Agreement.
3. Duties of Sub-Administrator. Subject to the supervision and direction of the
Administrator, Investors Bank, as Sub-Administrator, will assist in conducting
various aspects of the Company's administrative operations and undertakes to
perform the services described in Appendix B hereto. Investors Bank may, from
time to time, perform additional duties and functions which shall be set forth
in an amendment to such Appendix B executed by both parties. At such time, the
fee schedule included in Appendix A hereto shall be appropriately amended.
In performing all services under this Agreement, Investors Bank shall
act in conformity with the Company's Articles and By-Laws and the 1940 Act, as
the same may be amended from time to time, and the investment objectives,
investment policies and other practices and policies set forth in the Company's
Prospectus, as the same may be amended from time to time. Notwithstanding any
item discussed herein, Investors Bank has no discretion over the Company's
assets or choice of investments and cannot be held liable for any problem
relating to such investments.
4. Duties of the Company.
(a) The Administrator agrees to make its legal counsel available to
Investors Bank for instruction with respect to any matter of law arising in
connection with Investors Bank's duties hereunder, and the Administrator further
agrees that Investors Bank shall be entitled to rely on such instruction without
further investigation on the part of Investors Bank.
5. Fees and Expenses.
(a) For the services to be rendered and the facilities to be furnished
by Investors Bank, as provided for in this Agreement, the Administrator will
compensate Investors Bank in accordance with the fee schedule attached as
Appendix A hereto. Such fees do not include out-of-pocket disbursements (as
delineated on the fee schedule or other expenses with the prior approval of the
Administrator) of Investors Bank for which Investors Bank shall be entitled to
xxxx separately and for which the Administrator shall reimburse Investors Bank.
(b) Investors Bank shall not be required to pay any expenses incurred
by the Company or the Administrator.
6. Limitation of Liability.
(a) Investors Bank, its directors, officers, employees and agents shall
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Company in connection with the performance of its obligations
and duties under this Agreement, except a loss resulting from willful
misfeasance, bad faith or negligence in the performance of such obligations and
duties, or by reason of its reckless disregard thereof. The Administrator will
indemnify Investors Bank, its directors, officers, employees and agents against
and hold it and them harmless from any and all losses, claims, damages,
liabilities or expenses (including legal fees and expenses) resulting from any
claim, demand, action or suit (i) arising out of the actions or omissions of the
Administrator, including, but not limited to, inaccurate Daily Sales Reports and
misidentification of Exempt Transactions; (ii) arising out of the offer or sale
of any securities of the Fund in violation of (x) any requirement under the
federal securities laws, (y) any requirement under the securities laws of any
state, or (z) any stop order or other determination or ruling by any federal or
state agency with respect to the offer or sale of such securities; or (iii) not
resulting from the willful misfeasance, bad faith or negligence of Investors
Bank in the performance of such obligations and duties or by reason of its
reckless disregard thereof.
(b) Investors Bank may apply to the Administrator at any time
for instructions and may consult counsel for the Company, or its own counsel,
and with accountants and other experts with respect to any matter arising in
connection with its duties hereunder, and Investors Bank shall not be liable or
accountable for any action taken or omitted by it in good faith in accordance
with such instruction, or with the opinion of such counsel, accountants, or
other experts. Investors Bank shall not be liable for any act or omission taken
or not taken in reliance upon any document, certificate or instrument which it
reasonably believes to be genuine and to be signed or presented by the proper
person or persons. Investors Bank shall not be held to have notice of any change
of authority of any officers, employees, or agents of the Fund until receipt of
written notice thereof has been received by Investors Bank from the Fund.
(c) In the event Investors Bank is unable to perform, or is
delayed in performing, its obligations under the terms of this Agreement because
of acts of God, strikes, legal constraint, government actions, war, emergency
conditions, interruption of electrical power or other utilities, equipment or
transmission failure or damage reasonably beyond its control or other causes
reasonably beyond its control, Investors Bank shall not be liable to the Company
or Administration for any damages resulting from such failure to perform, delay
in performance, or otherwise from such causes.
(d) Notwithstanding anything to the contrary in this
Agreement, the liability of Investors Bank for any loss or damages directly or
indirectly suffered by the Company in connection with Investors Bank performance
of its obligations hereunder shall in no event exceed the amount of actual
damages caused as a result of Investors Bank's acts or omissions. In no event
shall Investors Bank be liable for special, incidental or consequential damages,
even if advised of the possibility of such damages.
7. Termination of Agreement.
(a) The term of this Agreement shall be three years commencing
upon the date hereof (the "Initial Term"), unless earlier terminated as provided
herein. After the expiration of the Initial Term, the term of this Agreement
shall automatically renew for successive one-year terms (each a "Renewal Term")
unless notice of non-renewal is delivered by the non-renewing party to the other
party no later than sixty days prior to the expiration of the Initial Term or
any Renewal Term, as the case may be.
(i) Either party hereto may terminate this Agreement
prior to the expiration of the Initial Term in the event the other party
violates any material provision of this Agreement, provided that the violating
party does not cure such violation within 90 days of receipt of written notice
from the non-violating party of such violation.
(ii) Either party may terminate this Agreement during
any Renewal Term upon sixty days written notice to the other party. Any
termination pursuant to this paragraph 7(a)(ii) shall be effective upon
expiration of such sixty days, provided, however, that the effective date of
such termination may be postponed, at the request of the Company or
Administrator, to a date not more than ninety days after delivery of the written
notice in order to give the Company and Administrator an opportunity to make
suitable arrangements for a successor administrator.
(b) At any time after the termination of this Agreement, the
Administrator may, upon written request, have reasonable access to the records
of Investors Bank relating to its performance of its duties as
Sub-Administrator.
8. Miscellaneous.
(a) Any notice or other instrument authorized or required by
this Agreement to be given in writing to the Administrator or Investor Bank
shall be sufficiently given if addressed to that party and received by it at its
office set forth below or at such other place as it may from time to time
designate in writing.
To the Fund/Administrator:
Aetna Life Insurance and Annuity Company
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: M.T. Xxxxxx, XX00
To Investors Bank:
Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X'Xxxxxxx
(b) This Agreement shall extend to and shall be binding upon
the parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable without the written consent
of the other party.
(c) This Agreement shall be construed in accordance with the
laws of the Commonwealth of Massachusetts without regard to its conflict of laws
provisions.
(d) This Agreement may be executed in any number of
counterparts each of which shall be deemed to be an original and which
collectively shall be deemed to constitute only one instrument.
(e) The captions of this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
9. Confidentiality. All books, records, information and data pertaining
to the business of the other party which are exchanged or received pursuant to
the negotiation or the carrying out of this Agreement shall remain confidential,
and shall not be voluntarily disclosed to any other person, except as may be
required in the performance of duties hereunder or as otherwise required by law.
10. Use of Name. The Company shall not use the name of Investors Bank
or any of its affiliates in any prospectus, sales literature or other material
relating to the Fund in a manner not approved by Investors Bank prior thereto;
provided, however, that the approval of Investors Bank shall not be required for
any use of its name which merely refers in accurate and factual terms to its
appointment hereunder or which is required by the Securities and Exchange
Commission or any state securities authority or any other appropriate
regulatory, governmental or judicial authority; provided further, that in no
event shall such approval be unreasonably withheld or delayed.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed and delivered by their duly authorized officers as of the date first
written above.
Aetna Life Insurance and Annuity Company
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
Investors Bank & Trust Company
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Executive Vice President
