EXHIBIT (e)
UNDERWRITING AGREEMENT
PORTFOLIO PARTNERS, INC.
THIS AGREEMENT, is entered into as of the 1st day of May, 2002, by and between
Aetna Investment Services, LLC (to be renamed ING Financial Advisers, LLC)
("ING"), a Delaware limited liability company, and Portfolio Partners, Inc. (to
be renamed ING 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 ING, and ING 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 ING and ING hereby
accepts appointment as underwriter in connection with the distribution of the
Shares. The Fund authorizes ING 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 ING and its
affiliates.
2. COMPENSATION. ING shall receive no separate compensation for providing
services under this Agreement. It is understood that the compensation ING
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. ING EXPENSES. ING 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 Commissionand 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. ING 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
ING, 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 ING even though paid by ING.
7. NONEXCLUSIVITY. The services of ING to the Fund under this Agreement are not
to be deemed exclusive, and ING 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 as of the date set forth in the first paragraph of this Agreement and
shall remain in force and effect, through November 30, 2002, 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 ING, 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 ING. ING 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 ING 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 ING 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 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 ING:
000 Xxxxxxxxxx Xxxxxx, XX00
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 14th day of March , 2002.
AETNA INVESTMENT SERVICES, LLC
By: /s/ Xxxxxxxxx Xxxxxx
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Name: Xxxxxxxxx Xxxxxx
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ATTEST: Title: Vice President
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/s/ Xxxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Chief Legal Officer
PORTFOLIO PARTNERS, INC.
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ATTEST: By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxxx
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/s/ Xxxxx X. Xxxxxx Title: President
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Xxxxx X. Xxxxxx
Secretary
