FORM OF
UNDERWRITING AGREEMENT
PORTFOLIO PARTNERS, INC.
THIS AGREEMENT, is entered into this day of , 1997, by and between
Aetna Life Insurance and Annuity Company, Inc. ("Aetna"), a Connecticut
corporation, 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;
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
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
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
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 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.
5. Share Certificates. The Fund shall not issue certificates representing
Shares.
6. Status of underwriter and Other Persons. Aetna is an independent contractor
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
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
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_________________, 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,
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
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
in writing signed by both parties.
12. Applicable Law. This Agreement shall be construed in accordance with the
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, XX0X
Xxxxxxxx, Xxxxxxxxxxx 00000
Fax number: 860/000-0000
14. Questions of Interpretation. This Agreement shall be governed by the laws 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 day of , 1997.
AETNA LIFE INSURANCE AND ANNUITY
COMPANY
Attest: By
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Name:
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Assistant Secretary
PORTFOLIO PARTNERS, INC.
By:
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Name:
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Attest: Title:
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Secretary
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