EX-99.B.8.64
PORTFOLIO PARTNERS, INC.
SHAREHOLDER SERVICING AGREEMENT
SERVICE CLASS SHARES
This SHAREHOLDER SERVICE AGREEMENT is being entered into as of the
27TH day of November, 2001 between PORTFOLIO PARTNERS, INC. (the "Fund"), in
respect of the Service Class Shares of its Portfolios set forth on Schedule A
hereto, and AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Service
Organization"). In consideration of the mutual covenants hereinafter contained,
it is hereby agreed by and between the parties hereto as follows:
1. Pursuant to the terms of this Agreement, the Service
Organization, itself, or through other financial institutions or other
intermediaries, will provide shareholder support services (including personal
services and the maintenance of shareholder accounts) to the Fund and the
holders of the Service Class Shares of its Portfolios set forth on Schedule A
hereto. These services shall include, but are not limited to, the following
functions: (i) aggregating and processing purchase and redemption requests and
placing net purchase and redemption orders with our transfer agent; (ii)
providing shareholders with a service that invests the assets of their accounts
pursuant to specific or pre-authorized instructions; (iii) processing dividend
payments; (iv) providing information periodically to shareholders showing their
positions in Service Class Shares; (v) arranging for bank wires; (vi) responding
to shareholder inquiries relating to the services performed by you; (vii)
providing subaccounting with respect to Service Class Shares or the information
to us necessary for subaccounting; (viii) if required by law, forwarding
shareholder communications from us (such as proxies, shareholder reports, annual
and semi-annual financial statements and dividend, distribution and tax
notices); (ix) providing office space, equipment, telephone facilities and
various personnel, including clerical, supervisory and computer personnel, as
necessary or beneficial to establish and maintain shareholder accounts and
records; and (x) providing such other similar services as we may reasonably
request to the extent you are permitted to do so under applicable statutes,
rules or regulations.
2. To compensate the Service Organization for the services it
provides and the expenses it bears hereunder, the Fund will, on behalf of each
Portfolio listed on Schedule A, pay the Service Organization a service fee (the
"Service Fee") accrued daily and paid promptly (but in any event within three
business days) after the last day of each calendar month, at the applicable
annual rate set forth on Schedule A of the average daily net assets of the
Service Class Shares of such Portfolios listed on such Schedule A (computed in
the manner specified in the Fund's registration statement, as the same is in
effect from time to time, in connection with the computation of the net asset
value of Service Class Shares for purposes of purchases and redemptions). The
Service Fee paid under this Agreement is intended to qualify as a "service fee"
as defined in Section 2830 of the Conduct Rules of the National Association of
Securities Dealers, Inc. (or any successor provision) as in effect from time to
time. The Service Organization may retain such other financial institutions or
other intermediaries as it deems necessary to aid it in the provision of the
shareholder support services required to be provided hereunder, and in
connection with any such retention may compensate such financial institutions or
other intermediaries as it deems appropriate. In no event, however, will the
Fund have any liability for payment of the Service Fee to any person other than
the Service Organization.
If this Agreement is terminated as of any date not the last day of a
calendar month, then the fee payable to the Service Organization shall be paid
promptly (but in any event within three business days) after such date of
termination.
3. This Agreement shall continue in effect for one year from
the date of its execution, and thereafter for successive periods of one year if
this Agreement is approved at least annually by the Directors, including a
majority of the Directors who are not interested persons of the Fund and have no
direct or indirect financial interest in the operation of this Agreement (the
"Disinterested Directors"). This Agreement is terminable, without penalty, at
any time by the Fund (which termination may be by a vote of a majority of the
Fund's Disinterested Directors) or by the Service Organization upon notice to
the Fund.
4. Notwithstanding paragraph 3, this Agreement may be
terminated at any time, without the payment of any penalty, by the Service
Organization, on the one hand, or by the vote of a majority of the Disinterested
Directors, on the other, on not more than thirty (60) days written notice.
5. Any agreement entered into pursuant to this Agreement shall
be in writing and shall be subject to termination as provided in Section 4.
6. This Agreement may be amended at any time (including for the
purpose of making modifications to Schedule A hereto) by a written instrument
executed by the Service Organization and the Fund.
7. This Agreement shall be construed in accordance with the
laws of The State of Maryland and is non-assignable by the parties hereto.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative as
of the date first written above.
PORTFOLIO PARTNERS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: President
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Vice President
2
SCHEDULE A
Annual Rate
PPI Xxxxx Aggressive Growth Portfolio - Service Class %
PPI Xxxxx Growth Portfolio - Service Class %
PPI Xxxxxxx Tactical Asset Allocation Portfolio - Service Class %
PPI DSI Enhanced Index Portfolio - Service Class %
PPI Xxxxxxx Sachs(R) Capital Growth Portfolio - Service Class %
PPI MFS Research Growth Portfolio - Service Class %
PPI MFS Capital Opportunities Portfolio - Service Class %
PPI MFS Emerging Equities Portfolio - Service Class %
PPI OpCap Balanced Value Portfolio - Service Class %
PPI Salomon Brothers Capital Portfolio - Service Class %
PPI Salomon Brothers Investors Value Portfolio - Service Class %
PPI Xxxxxxx International Growth Portfolio - Service Class %
PPI X. Xxxx Price Growth Equity Portfolio - Service Class %
3
