THIS AGREEMENT, made and entered into as of the first day of March, 2001 by and among Aetna Investment Services, LLC (“AIS”), Aetna Life Insurance and Annuity Company (“ALIAC”) (collectively, “Aetna”), Lord Abbett Distributor LLC (“Distributor”),...

Exhibit 24(b)(8.35) SELLING AND SERVICES AGREEMENT
	THIS AGREEMENT, made and entered into as of the first day of March, 2001 by
and among Aetna Investment Services, LLC (“AIS”), Aetna Life Insurance and Annuity
Company (“ALIAC”) (collectively, “Aetna”), Lord Xxxxxx Distributor LLC
(“Distributor”), acting as agent for the registered open-end management investment
companies whose shares are or may be underwritten by Distributor (each a “Fund” or
collectively the “Funds”) and the Funds listed on Exhibit A hereto.
	WHEREAS, Distributor acts as principal underwriter for the Funds;
	WHEREAS, AIS distributes shares of investment companies to certain plans
under Sections 401 or 457 of the Internal Revenue Code of 1986, as amended ("Code") or
to custodial accounts under Section 403(b)(7) or 408 of the Code (collectively, "Plans");
and
	WHEREAS, ALIAC is an insurance company that provides various
recordkeeping and other administrative services to Plans; and
	WHEREAS, ALIAC will provide various administrative and shareholder services
in connection with the investment by the Plans in the Funds.
	NOW, THEREFORE, it is agreed as follows:
1.	Investment of Plan Assets.
	AIS represents that it is authorized under the Plans to implement the investment
of Plan assets in the name of an appropriately designated nominee of each Plan
(“Nominee”) in shares of investment companies or other investment vehicles specified by
a sponsor, an investment adviser, an administrative committee, or other fiduciary as
designated by a Plan (“Plan Representative”) upon the direction of a Plan participant or
beneficiary (“Participant”). The parties acknowledge and agree that selections of
particular investment companies or other investment vehicles are made by Plan
representatives or Participants, who may change their respective selections from time to
time in accordance with the terms of the Plan.
2.	Omnibus Account.
	The parties agree that a single omnibus account held in the name of the Nominee
shall be maintained for those Plan assets directed for investment in the Funds
(“Account”). ALIAC, as service agent for the Plans, shall facilitate purchase and sale
transactions with respect to the Account in accordance with this Agreement.
LORDAB-11

3.	Pricing Information, Orders, Settlement.
	(a) Distributor will make shares available to be purchased by the Nominee on
behalf of the Account at the net asset value applicable to each order; provided, however,
that the Plans meet the criteria for purchasing shares of the Funds at net asset value as
described in the Funds’ prospectuses. Fund shares shall be purchased and redeemed on a
net basis for such Plans in such quantity and at such time determined by AIS or the
Nominee to correspond with investment instructions received by AIS from Plan
Representatives or Participants.
	(b) Distributor agrees to furnish or cause to be furnished to AIS for each Fund: (i)
confirmed net asset value information as of the close of trading (currently 4:00 p.m., East
Coast time) on the New York Stock Exchange (“Close of Trading”) on each business day
that the New York Stock Exchange is open for business (“Business Day”) or at such
other time as the net asset value of a Fund is calculated as disclosed in the relevant then
current prospectus(es) in a format that includes the Fund’s name and the change from the
last calculated net asset value, (ii) dividend and capital gains information as it arises, and
(iii) in the case of a fixed income fund, the daily accrual or the distribution rate factor.
Distributor shall use its best efforts to provide or cause to be provided to AIS such
information by 6:30 p.m., East Coast time, but in no event later than 7:00 p.m. East Coast
time absent extraordinary circumstances. In the event of an anticipated delay past 7:00
p.m., Distributor shall notify AIS by 7:00 p.m. of the anticipated delay,
	(c) AIS, as agent for the Funds for the sole purposes expressed herein, shall
receive from Plan Representatives or Participants for acceptance as of the Close of
Trading on each Business Day: (i) orders for the purchase of shares of the Funds,
exchange orders, and redemption requests and redemption directions with respect to
shares of the Funds held by the Nominee (“Instructions”), (ii) transmit to Distributor such
Instructions no later than 9:00 a.m., East Coast time on the next following Business Day,
and (iii) upon acceptance of any such Instructions, communicate such acceptance to the
Plan Representatives or Plan Participants, as appropriate (“Confirmation”). The Business
Day on which such Instructions are received in proper form by AIS and time stamped by
the Close of Trading will be the date as of which Fund shares shall be deemed purchased,
exchanged, or redeemed as a result of such Instructions. Instructions received in proper
form by AIS and time stamped after the Close of Trading on any given Business Day
shall be treated as if received on the next following Business Day. AIS agrees that all
Instructions received by AIS, which will be transmitted to Distributor for processing as of
a particular Business Day, will have been received and time stamped prior to the Close of
Trading on that previous Business Day.
	(d) AIS will wire payment, or arrange for payment to be wired, for such purchase
orders, in immediately available funds, to a Fund custodial account or accounts
designated by Distributor, as soon as possible, but in any event no later than 4:00 p.m.,
East Coast time on the Business Day following the Business Day as of which such
2

purchase orders are made by Plan Representatives or Plan Participants in conformance 

with Section 3(c). 

(e) Distributor or its designees will wire payment, or arrange for payment to 

be wired, for redemption orders, in immediately available funds, to an account or 

accounts designated by AIS, as soon as possible, but in any event no later than 4:00 p.m. 

East Coast time on the same Business Day as of which such redemption orders are 

received by the Distributor in conformance with Section 3 (c). 

(f) In lieu of the applicable provisions set forth in subparagraphs 3(a) through 

3(e) above, the parties may agree to provide pricing information, execute orders and wire 

payments for purchases and redemptions through National Securities Clearing 

Corporation's Fund/SERV System, in which case such activities will be governed by the 

provisions set forth in Exhibit B to this Agreement. 

(g) Upon Distributor’s request, AIS shall provide copies of historical records 

relating to transactions between the Funds and the Plan Representatives or Participants 

investing in such Funds, written communications regarding the Funds to or from such 

persons, and other materials, in each case, as may reasonably be requested to enable 

Distributor or any other designated entity, including without limitation, auditors, 

investment advisers, or transfer agents of the Funds to monitor and review the services 

being provided under this Agreement, or to comply with any request of a governmental 

body or self-regulatory organization or a shareholder. AIS also agrees that AIS will 

permit Distributor or the Funds, or any duly designated representative to have reasonable 

access to AIS’s personnel and records in order to facilitate the monitoring of the quality 

of the services being provided under this Agreement. 

(h) AIS shall assume responsibility as herein described for any loss to Distributor 

or to a Fund caused by a cancellation or correction made to an Instruction by a Plan 

Representative or Participant subsequent to the date as of which such Instruction has been 

received by AIS and originally relayed to Distributor, and AIS will immediately pay such 

loss to Distributor or such Fund upon AIS’s receipt of written notification, with 

supporting data. 

(i) Each Fund shall indemnify and hold AIS harmless, from the effective date of 

this Agreement, against any amount AIS is required to pay to Plans, Plan 

Representatives, or Participants due to: (i) an incorrect calculation of that Fund’s daily 

net asset value, dividend rate, or capital gains distribution rate or (ii) incorrect or late 

reporting of the daily net asset value, dividend rate, or capital gain distribution rate of 

such Fund, upon written notification by AIS, with supporting data, to Distributor. In 

addition, each Fund shall be liable to Aetna for systems and out of pocket costs incurred 

by Aetna in making a Plan’s or a Participant's account whole, subject to the limits set 

forth below, if such costs or expenses are a result of the Fund's failure to provide timely 

or correct net asset values, dividend and capital gains or financial information and if such 

information is not corrected by 4:00 p.m. East Coast time of the next business day after 

releasing such incorrect information provided the incorrect NAV as well as the correct 

3

NAV for each day that the error occurred is provided. If a mistake is caused in supplying
such information or confirmations, which results in a reconciliation with incorrect
information, the amount required to make a Plan’s or a Participant's account whole shall
be borne by the party providing the incorrect information, regardless of when the error is
corrected.
The following limits shall apply to the collective liabilities of the Fund to Aetna for
systems and out of pocket costs incurred by Aetna if such costs or expenses are a result of
the Fund's failure to provide Aetna with such correct or timely information: (i) $_____
per day for each day that incorrect information provided by either the Distributor or the
Fund is not corrected, if such period does not include a month-end or a fiscal quarter-end,
(ii) $_____ per day for each day that such incorrect information provided by either the
Distributor or Fund is not corrected, if such period does include a month-end or a fiscal
quarter-end, and (iii) up to $_____ per occurrence in the aggregate under (i) or (ii) above.
However, Aetna’s postage costs resulting from mailing corrected participant
communications resulting from the error shall not be subject to the $_____ per
occurrence limit, but shall be subject to the daily limits. Any incorrect information that
has as a common nexus any single error shall be deemed to be one occurrence for these
purposes provided all corrections are provided at the same time.
	(j) Each party shall notify the other of any errors or omissions in any information,
including the net asset value and distribution information set forth above, and
interruptions in or delay or unavailability of, the means of transmittal of any such
information as promptly as possible. AIS and Distributor agree to maintain reasonable
errors and omissions insurance coverage commensurate with each party’s respective
responsibilities under this Agreement.
4.	Administrative Fees.
	The provision of shareholder and administrative services to the Plans shall be the
responsibility of AIS, ALIAC or the Nominee and shall not be the responsibility of
Distributor or the Fund. The Nominee will be recognized as the sole shareholder of Fund
shares purchased under this Agreement. It is further recognized that there will be a
substantial savings in administrative expense and recordkeeping expenses by virtue of
having one shareholder rather than multiple shareholders. In consideration of the
administrative savings resulting from such arrangement, the Fund agrees to make
quarterly payments to ALIAC as a servicing fee based on the annual rate of ____% (-
_____% quarterly) of the average net assets invested in the Funds through ALIAC’s
arrangements with Plans in each three-month period ending April, July, October and
January. Each payment will be accompanied by a statement showing the calculation of
the fee payable to ALIAC for the three-month period and such other supporting data as
may be reasonably requested by ALIAC.
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5.	Servicing Fees.
	To compensate AIS for its servicing of Fund Shares, Distributor, on behalf of the
Funds shall make quarterly payments to AIS based on the annual rate of ___% (______%
quarterly) of the average net assets invested in the Funds through ALIAC’s arrangements
with Plans in each three-month period ending April, July, October and January.
Distributor will make such payments to AIS within thirty (30) days after the end of each
three-month period. Each payment will be accompanied by a statement showing the
calculation of the fee payable to AIS for the three-month period and such other
supporting data as may be reasonably requested by AIS.
6.	Expenses.
	Distributor, on behalf of the Funds shall make available for reimbursement certain
out-of-pocket expenses ALIAC incurs in connection with providing shareholder services
to the Plans invested in the Funds pursuant to this Agreement. These expenses include
actual postage paid by ALIAC in connection with mailing updated prospectuses,
supplements and financial reports to Plan Representatives or Participants for which
ALIAC provides shareholder services hereunder, and all costs incurred by ALIAC
associated with proxies for the Fund, subject to the maximum amount allowed under
applicable law, including proxy preparation and necessary materials (including postage).
Except as otherwise agreed in writing, Aetna shall bear all other expenses incidental to
the performance of the services described herein. Distributor shall, however, provide
Aetna, or at Aetna’s request, the Plan, with such sufficient copies of relevant
prospectuses for all Participants making an initial Fund purchase as well as relevant
prospectuses, prospectus supplements and periodic reports to shareholders, and other
material as shall be reasonably requested by Aetna to disseminate to Plan participants
who purchase share of the Funds.
7.	Termination.
This Agreement shall terminate as to the maintenance of the Account:
	(a) At the option of Aetna, Distributor or any Fund upon three (3) months
advance written notice to the other parties;
	(b) At the option of Aetna, if shares of the Funds are not available for any reason
to meet the investment requirements of the Plans; provided, however, that prompt
advance notice of election to terminate shall be furnished by the terminating entity;
	(c) At the option of either AIS or Distributor, upon institution of formal
disciplinary or investigative proceedings against AIS, Distributor or the Funds by the
National Association of Securities Dealers, Inc. (“NASD”), SEC, or any other regulatory
body;
5

	(d) At the option of Distributor, if Distributor shall reasonably determine in good
faith that shares of the Funds are not being offered in conformity with the terms of this
Agreement;
	(e) At the option of Aetna, upon termination of the investment management
agreement between the Funds and Lord, Xxxxxx & Co.; written notice of such termination
shall be promptly furnished to Aetna;
	(f) Upon assignment (as defined in the 0000 Xxx) of this Agreement by any party,
unless made with the written consent of all other parties hereto; provided, however, that
AIS, ALIAC, the Distributor or the Funds may transfer, without consent of the other
parties hereto, their respective duties and responsibilities under this Agreement to any of
their affiliates, and provided, further, that AIS or ALIAC may enter into subcontracts
with other dealers for the solicitation of sales of shares of the Funds without the consent
of Distributor, or
	(g) If the Fund’s shares are not registered, issued or sold in conformance with
federal law or such law precludes the use of Fund shares as an investment vehicle for the
Plans; provided, however, that prompt notice shall be given by any party should such
situation occur.
8.	Continuation of Agreement.
	Termination as the result of any cause listed in Section 7 hereof shall not affect
the Funds’ respective obligations to continue to maintain the Account as an investment
option for Plans electing to invest in the Funds prior to the termination of this Agreement.
9.	Advertising and Related Materials.
	(a) Advertising and literature with respect to the Funds prepared by AIS or the
Nominee or its agents for use in marketing shares of the Funds to the Plans shall be
submitted to Distributor for review and approval before such material is used with the
general public or any Plan, Plan Representative, or Participant. Distributor shall advise
the submitting party in writing within ten (10) Business Days of receipt of such materials
of its approval or disapproval of such materials. If and to the extent required by securities
laws, AIS will file and clear such advertising and literature with the NASD, SEC or any
other required regulatory body. If such filing and clearance is required, AIS will provide
satisfactory evidence of such filing and clearance to the Distributor upon request, and will
provide to Distributor copies of any SEC or NASD comment letters relating to such
materials when and if they are received.
	(b) Distributor will provide to Aetna at least one complete copy of all
prospectuses, statements of additional information, annual and semiannual reports and
proxy statements, other related documents, and all amendments or supplements to any of
the above documents that relate to the Funds promptly after the filing of such document
with the SEC or other regulatory authorities.
6

10.	Proxy Voting.
	Aetna or the Nominee will distribute to Plan Representatives or Participants all
proxy materials furnished by Distributor or its designees for the Funds. To the extent that
the Plans provide for pass through voting privileges to Plan Participants and to the extent
consistent with the provisions of the Plan, Aetna or the nominee shall use its best efforts
to obtain the agreement of Plan Representatives to vote Fund shares for which no voting
instructions are received from Plan Participants in the same proportion as shares for
which such instructions have been received. Aetna and the Nominee shall not oppose or
interfere with the solicitation of proxies for Fund shares held for such beneficial owners.
11.	Indemnification.
	(a) Aetna agrees to indemnify and hold harmless the Funds, Distributor and each
of their directors, officers, partners, members, employees, agents and each person, if any,
who controls the Funds or their investment adviser within the meaning of the Securities
Act of 1933 (“1933 Act”) against any losses, claims, damages or liabilities to which the
Funds, Distributor or any such director, officer, partner, member, employee, agent, or
controlling person may become subject, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) (i) arise out of, or are based upon, the provision
of administrative services by ALIAC under this Agreement, (ii) result from a breach of a
material provision of this Agreement, or (iii) arise out of or are based on any advertising
or related materials describing the Funds and prepared by Aetna, unless and to the extent
that such materials are created in reliance on information obtained from the Fund or
Distributor, or approved by the Funds or Distributor. Aetna will reimburse any legal or
other expenses reasonably incurred by Distributor or any such director, officer, partner,
member, employee, agent, or controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however, that Aetna
will not be liable for indemnification hereunder to the extent that any such loss, claim,
damage, liability or action arises out of or is based upon the gross negligence or willful
misconduct of Distributor or any such director, officer, partner, member, employee, agent
or any controlling person herein defined in performing their obligations under this
Agreement.
	(b) Distributor, as agent for the Funds, agrees that each Fund will indemnify and
hold harmless each of AIS and ALIAC, the Nominee and each of their directors, officers,
employees, agents and each person, if any, who controls AIS and ALIAC and the
Nominee within the meaning of the 1933 Act against any losses, claims, damages or
liabilities to which AIS or ALIAC, the Nominee, or any such director, officer, employee,
agent or controlling person may become subject, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue
statement of any material fact contained in the registration statement, prospectus or sales
literature of the Funds or arise out of, or are based upon, the omission or the alleged
omission to state therein a material fact required to be stated therein or material fact
required to be stated therein or necessary to make the statements therein not misleading
7

or (ii) result from a breach of a material provision of this Agreement. Distributor, as
agent for the Funds, will reimburse any legal or other expenses reasonably incurred by
AIS or ALIAC, the Nominee, or any such director, officer, employee, agent, or
controlling person in connection with investigation or defending any such loss, claim,
damage, liability or action; provided, however, that will not be liable for indemnification
hereunder to the extent that any such loss, claim, damage or liability arises out of, or is
based upon, the gross negligence or willful misconduct of AIS or ALIAC, the Nominee
or their respective directors, officers, employees, agents, or any controlling person herein
defined in the performance of their obligations under this Agreement, or is based on the
failure of any Plan to meet any tax qualification requirements.
(c)	Promptly after receipt by an indemnified party hereunder of notice of the
commencement of action, such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party hereunder, notify the indemnifying party of the
commencement thereof, but the omission so to notify the indemnifying party will not
relieve it from any liability that it may have to any indemnified party otherwise than
under this Section 11. In case any such action is brought against any indemnified party,
and it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may wish to, assume
the defense thereof, with counsel satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of its election to assume the
defense thereof, the indemnifying party will not be liable to such indemnified party under
this Section 11 for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof other than reasonable costs of investigation.
12.	Representations and Warranties.
	(a) Representations of ALIAC. ALIAC represents and warrants:
	(i) that it (1) is a life insurance company organized under the laws of the State of
Connecticut, (2) is in good standing in that jurisdiction, (3) is in material compliance with
all applicable federal and state insurance laws, (4) is duly licensed and authorized to
conduct business in every jurisdiction where such license or authorization is required, and
will maintain such license or authorization in effect at all times during the term of this
Agreement, and (5) has full authority to enter into this Agreement and carry out its
obligations pursuant to it terms; and
	(ii) that it is authorized under the Plans to (1) provide administrative services to
the Plans and (2) facilitate transactions in the Fund through the Account.
	(b)	Representations of AIS. AIS represents and warrants:
	(i) that it (1) is a member in good standing of the NASD, (2) is registered as a
broker-dealer with the SEC, and (3) will continue to remain in good standing and be so
registered during the term of this Agreement;
8

(ii) that it (1) is a corporation duly organized under the laws of the State of 

Connecticut, (2) is in good standing in that jurisdiction, (3) is in material compliance with 

all applicable federal, state and securities laws, (4) is duly registered and authorized to 

conduct business in every jurisdiction where such registration or authorization is 

required, and will maintain such registration or authorization in effect at all times during 

the term of this Agreement, and (5) has full authority to enter into this Agreement and 

carry out its obligations pursuant to the terms of this Agreement; 

(iii) that it is authorized under the Plans to make available investments of Plan 

assets in the name of the Nominee of each Plan in shares of investment companies or 

other investment vehicles specified by Plan Representatives or Participants; and 

(iv) that it will not, without the written consent of Distributor, make 

representations concerning shares of the Funds except those contained in the then-current 

prospectus and in the current printed sales literature approved by either the Fund or 

Distributor. 

(c) Representations of Distributor. Distributor represents and warrants: 

(i) that each Fund (1) is duly organized under the laws of the state in which such 

Fund is organized, (2) is in good standing in such jurisdiction,. (3) is in material 

compliance with all applicable federal, state and securities laws, and (4) is duly licensed 

and authorized to conduct business in every jurisdiction where such license or 

authorization is required; 

(ii) that the shares of the Funds are registered under the 1933 Act, duly authorized 

for issuance and sold in compliance with the laws of the States and all applicable federal, 

state, and securities laws; that the Funds amend their registration statements under the 

1933 Act and the 1940 Act from time to time as required or in order to effect the 

continuous offering of its shares; and that the Funds have registered and qualified its 

shares for sale in accordance with the laws of each jurisdiction where it is required to do 

so; 

(iii) that the Funds are currently qualified as regulated investment companies 

under Subchapter Mof the Internal Revenue Code of 1986, as amended, and will make 

every effort to maintain such qualification, and that Distributor will notify AIS and 

ALIAC immediately upon having a reasonable basis for believing that any of the Funds 

have ceased to so qualify or that any might not qualify in the future; 

(iv) that Distributor (1) is a member in good standing of the NASD, (2) is 

registered as a broker-dealer with the SEC, and (3) will continue to remain in good 

standing and be so registered during the term of this Agreement; and 

(v) that Distributor (1) is a limited liability company duly organized under the 

laws of the State of New York (2) is in good standing in that jurisdiction, (3) is in 

material compliance with all applicable federal, state, and securities laws, (4) is duly 

9

registered and authorized in every jurisdiction where such license or registration is
required, and will maintain such registration or authorization in effect at all times during
the term of this Agreement, and (5) has full authority to enter into this Agreement and
carry out its obligations pursuant to the terms of this Agreement
13.	Governing Law.
	This Agreement and all the rights and obligations of the parties shall be governed
by and construed under the laws of the State of New York without giving effect to the
principles of conflicts of laws and the provisions shall be continuous.
14.	Miscellaneous.
	(a) Amendment and Waiver. Neither this Agreement nor any provision hereof
may be amended, waived, discharged or terminated orally, but only by an instrument in
writing signed by all parties hereto; provided, however, that Exhibit A hereto may be
amended from time to time by notice in writing from the Distributor to Aetna.
	(b) Notices. All notices and other communications hereunder shall be given or
made in writing and shall be delivered personally, or sent by telex, facsimile, express
delivery or registered or certified mail, postage prepaid, return receipt requested, to the
party or parties to whom they are directed at the following address, or at such other
addresses as may be designated by notice from such party to all other parties.
	To AIS/ALIAC:
	Aetna Investment Services, Inc./Aetna Life Insurance and Annuity
	Company
	000 Xxxxxxxxxx Xxxxxx
	Xxxxxxxx, XX 00000
	Attention: Xxxxx X. Xxxxxxxx, Counsel
	(000) 000-0000
	To each Fund:
	NAME OF THE FUND
	00 Xxxxxx Xxxxxx	Xxxxxx Xxxx, XX 00000
	Attention: Legal Department
	To Distributor:
	LORD XXXXXX DISTRIBUTOR LLC
	00 Xxxxxx Xxxxxx
	Xxxxxx Xxxx, XX 00000
	Attention: Legal Department
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Any notice, demand or other communication given in a manner prescribed in this 

Subsection (b) shall be deemed to have been delivered on receipt. 

(c) Successors and Assigns. This Agreement shall be binding upon and inure to 

the benefit of the parties hereto and their respective permitted successors and assigns. 

(d) Counterparts. This Agreement may be executed in any number of 

counterparts, all of which taken together shall constitute one agreement, and any party 

hereto may execute this Agreement by signing any such counterpart. 

(e) Severability. In case any one or more of the provisions contained in this 

Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality 

and enforceability of the remaining provisions contained herein shall not in any way be 

affected or impaired thereby. 

(f) Entire Agreement. This Agreement constitutes the entire agreement and 

understanding between the parties hereto relating to the subject matter hereof, and 

supersedes all prior agreement and understandings relating to such subject matter. 

IN WITNESS WHEREOF, the undersigned have executed this Agreement by 

their duly authorized officers as of the date first written above. 

AETNA LIFE INSURANCE AND
ANNUITY COMPANY
By /s/ Xxxxxxx X. Xxxxxx
Name	Xxxxxxx X. Xxxxxx
Title	President
AETNA INVESTMENT SERVICES, LLC
By /s/ Xxxxxx X. Xxxxxxxxxxx
Name	Xxxxxx X. Xxxxxxxxxxx
Title	Vice President
LORD XXXXXX DISTRIBUTOR LLC
By /s/ Xxxx X. Xxxxxxx
Name	Xxxx X. Xxxxxxx
Title_ Partner
LORD XXXXXX FUNDS LISTED ON EXHIBIT A
By /s/Xxxxxxxx X. Xxxxxx
Name	Xxxxxxxx X. Xxxxxx
Title	Vice President

11 

EXHIBIT A
Series and Classes which may be offered to Plans through Aetna pursuant to the Selling
and Services Agreement dated as of February 9, 2001 by and among Aetna, Distributor
and the Funds.
FUND/SERIES	CLASSES OF SHARES
All Funds Except Money Market Fund	A
And Tax-Free Funds
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EXHIBIT B
To
SELLING AND SERVICES AGREEMENT
Procedures for Pricing and Order/Settlement Through National Securities Clearing
Corporation’s Mutual Fund Profile System and Mutual Fund Settlement, Entry and
Registration Verification System
1.	As provided in Section 3(f) of the Selling and Services Agreement, to the extent the
parties agree to provide pricing information, execute orders and wire payments for
purchases and redemptions of Fund shares through National Securities Clearing
Corporation (“NSCC”) and its subsidiary systems, the following provisions shall apply:
(a)	Distributor or the Funds will furnish to AIS or its affiliates through NSCC’s Mutual
	Fund Profile System (“MFPS”) (1) the most current net asset value information for
	each Fund, (2) a schedule of anticipated dividend and distribution payment dates for
	each Fund, which is subject to change without prior notice, ordinary income and
	capital gain dividend rates on the Fund’s ex-date, and (3) in the case of fixed
	income funds that declare daily dividends, the daily accrual or the interest rate
	factor. All such information shall be furnished to AIS or its affiliate by 6:30 p.m.
	Eastern Time on each business day that the Fund is open for business (each a
	“Business Day”) or at such other time as that information becomes available.
	Changes in pricing information will be communicated to both NSCC and AIS or its
	affiliate.
(b)	Upon receipt of Fund purchase, exchange and redemption instructions for
	acceptance as of the time at which a Fund’s net asset value is calculated as specified
	in such Fund’s prospectus (“Close of Trading”) on each Business Day
	(“Instructions”), and upon its determination that there are good funds with respect
	to Instructions involving the purchase of Shares, AIS or its affiliate will calculate
	the net purchase or redemption order for each Fund. Orders for net purchases or net
	redemptions derived from Instructions received by AIS or its affiliate prior to the
	Close of Trading on any given Business Day will be sent to the Defined
	Contribution Interface of NSCC’s Mutual Fund Settlement, Entry and Registration
	Verification System (“Fund/SERV”) by 5:00 a.m. Eastern Time on the next
	Business Day. Subject to AIS’s or its affiliate’s compliance with the foregoing,
	AIS or its affiliate will be considered the agent of the Distributor and the Funds, and
	the Business Day on which Instructions are received by AIS or its affiliate in proper
	form prior to the Close of Trading will be the date as of which shares of the Funds
	are deemed purchased, exchanged or redeemed pursuant to such Instructions.
	Instructions received in proper form by AIS or its affiliate after the Close of
	Trading on any given Business Day will be treated as if received on the next
	following Business Day. Dividends and capital gains distributions will be
	automatically reinvested at net asset value in accordance with the Fund’s then
	current prospectuses.
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(c)	AIS or its affiliate will wire payment for net purchase orders by the Fund’s NSCC
	Firm Number, in immediately available funds, to an NSCC settling bank account
	designated by AIS or its affiliate no later than 5:00 p.m. Eastern time on the same
	Business Day such purchase orders are communicated to NSCC. For purchases of
	shares of daily dividend accrual funds, those shares will not begin to accrue
	dividends until the day the payment for those shares is received.
(d)	NSCC will wire payment for net redemption orders by Fund, in immediately
	available funds, to an NSCC settling bank account designated by AIS or its affiliate,
	by 5:00 p.m. Eastern Time on the Business Day such redemption orders are
	communicated to NSCC, except as provided in a Fund’s prospectus and statement
	of additional information.
(e)	With respect to (c) or (d) above, if Distributor does not send a confirmation of
	AIS’s or its affiliate’s purchase or redemption order to NSCC by the applicable
	deadline to be included in that Business Day’s payment cycle, payment for such
	purchases or redemptions will be made the following Business Day.
(f)	If on any day AIS or its affiliate or Distributor is unable to meet the NSCC deadline
	for the transmission of purchase or redemption orders, it may at its option transmit
	such orders and make such payments for purchases and redemptions directly to
	Distributor or to AIS or its affiliate, as applicable, as is otherwise provided in the
	Agreement.
(g)	These procedures are subject to any additional terms in each Fund’s prospectus and
	the requirements of applicable law. The Funds reserve the right, at their discretion
	and without notice, to suspend the sale of shares or withdraw the sale of shares of
	any Fund.
2.	AIS or its affiliate, Distributor and clearing agents (if applicable) are each required to
	have entered into membership agreements with NSCC and met all requirements to
	participate in the MFPS and Fund/SERV systems before these procedures may be
	utilized. Each party will be bound by the terms of their membership agreement with
	NSCC and will perform any and all duties, functions, procedures and responsibilities
	assigned to it and as otherwise established by NSCC applicable to the MFPS and
	Fund/SERV system and the Networking Matrix Level utilized.
3.	Except as modified hereby, all other terms and conditions of the Agreement shall
	remain in full force and effect. Unless otherwise indicated herein, the terms defined
	in the Agreement shall have the same meaning as in this Exhibit.
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