UNDERWRITING AGREEMENT
PORTFOLIO PARTNERS, INC.
THIS AGREEMENT, is entered into this 17th day of November, 2000, by and between
Aetna Investment Services, LLC ("Aetna"), a Delaware limited liability company,
and Portfolio Partners, Inc. (the "Fund") on behalf of its investment
portfolios (the "Portfolios").
WHEREAS, the Fund is an open-end management investment company registered with
the Securities and Exchange Commission ("Commission") under the Investment
Company Act of 1940 ("1940 Act") and is authorized to issue shares of distinct
investment portfolios; and
WHEREAS the Fund has registered the shares of its common stock ("Shares") in
its Portfolios for offer and sale to the public under the Securities Act of
1933, as amended; and
WHEREAS, the Fund wishes to retain Aetna, and Aetna is willing to act, as
principal underwriter in connection with the offer and sale of the Shares;
NOW, THEREFORE, in consideration of the promises and mutual covenants herein
contained, the parties agree as follows:
1. APPOINTMENT OF UNDERWRITER. The Fund hereby appoints Aetna and Aetna hereby
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accepts appointment as underwriter in connection with the distribution of the
Shares. The Fund authorizes Aetna to solicit orders for the purchase of the
Shares as set forth in the Registration Statement on Form N-1A currently
effective with the Commission. It is understood that the Shares are offered
only through variable annuity contracts and variable life policies issued by
Aetna and its affiliates.
2. COMPENSATION. Aetna shall receive no separate compensation for providing
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services under this Agreement. It is understood that the compensation Aetna
receives in connection with the issuance of the variable annuity contracts or
variable life policies shall be the only consideration it receives for serving
as underwriter hereunder.
3. AETNA EXPENSES. Aetna shall be responsible for any costs of printing and
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distributing prospectuses and statements of additional information necessary to
offer and sell the Shares, and such other sales literature, reports, forms and
advertisements as it elects to prepare, provided such materials comply with the
applicable provisions of federal and state law.
4. FUND EXPENSES. The Fund shall be responsible for the costs of registering
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the Shares with the Commission and for the costs of preparing prospectuses,
statements of additional information and such other documents as are required
to maintain the registration of the Shares with the Commission.
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5. SHARE CERTIFICATES. The Fund shall not issue certificates representing
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Shares.
6. STATUS OF UNDERWRITER AND OTHER PERSONS. Aetna is an independent contractor
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and shall be agent for the Fund only in respect to the sale and redemption of
the Shares. Any person, even though also an officer, director, employee or
agent of Aetna, who may be or become an officer, director, employee or agent of
the Fund, shall be deemed, when rendering services to the Fund or acting in any
business of the Fund, to be rendering such services to or acting solely for the
Fund and not as an officer, director, employee or agent or one under the
control or direction of Aetna even though paid by Aetna.
7. NONEXCLUSIVITY. The services of Aetna to the Fund under this Agreement are
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not to be deemed exclusive, and Aetna shall be free to render similar services
or other services to others and to engage in other activities related or
unrelated to those provided under this Agreement.
8. EFFECTIVENESS AND TERMINATION OF AGREEMENT. This Agreement shall become
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effective at the close of business on the date set forth in the first paragraph
of this Agreement and shall remain in force and effect, through November 17,
2001, unless earlier terminated under the provisions of Section 9. Following
the expiration of its initial term, the Agreement shall continue in force and
effect for one-year periods, provided such continuance is specifically approved
at least annually by the Fund's Board of Directors, or by the vote of a
majority of the Fund's outstanding voting securities (as defined in Section
2(a)(42) of the 1940 Act), and approved by vote of a majority of Directors who
are not parties to this Agreement or interested persons (as defined in Section
2(a)(19) of the 0000 Xxx) of the Fund or of Aetna, cast in person at a meeting
called for the purpose of voting on such approval. This Agreement will
automatically terminate in the event of its assignment.
9. TERMINATION. This Agreement may be terminated at any time, by either party,
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without the payment of any penalty, on sixty (60) days' written notice to the
other party.
10. LIABILITY OF AETNA. Aetna shall be liable to the Fund and shall indemnify
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the Fund for any losses incurred by the Fund, to the extent that such losses
resulted from an act or omission on the part of Aetna or its officers,
directors or employees in carrying out its duties hereunder, that is found to
involve willful misfeasance, bad faith or negligence, or reckless disregard by
Aetna of its duties under this Agreement.
11. AMENDMENTS. This Agreement may be amended or changed only by an instrument
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in writing signed by both parties.
12. APPLICABLE LAW. This Agreement shall be construed in accordance with the
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laws of the State of Connecticut and the 1940 Act. To the extent that the
applicable laws of the State of Connecticut conflict with the applicable
provisions of the 1940 Act, however, the latter shall control.
13. 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
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at such address as each party may designate for the receipt of notice. Until
further notice, such addresses shall be:
IF TO THE FUND OR AETNA:
000 Xxxxxxxxxx Xxxxxx, XX00
Xxxxxxxx, Xxxxxxxxxxx 00000
Fax number: 860/000-0000
14. QUESTIONS OF INTERPRETATION. This Agreement shall be governed by the laws
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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, releases 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, release or
order of the Commission, such provisions shall be deemed to incorporate the
effect of such rule, release or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the 17th day of November,
2000.
AETNA INVESTMENT SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Attest:
Title: President
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J. Xxxx XxXxxxxx
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PORTFOLIO PARTNERS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxxx
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Attest:
Title: President
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J. Xxxx XxXxxxxx
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