EX-99.B.8.37
PORTFOLIO PARTNERS, INC.
SHAREHOLDER SERVICING AGREEMENT
SERVICE CLASS SHARES
This SHAREHOLDER SERVICE AGREEMENT is being entered into as of the 1st
day of May, 2002 between PORTFOLIO PARTNERS, INC. (to be renamed ING Partners,
Inc.) (the "Fund"), in respect of the Service Class Shares of its Portfolios set
forth on Schedule A hereto, and AETNA INSURANCE COMPANY OF AMERICA (to be
renamed ING Insurance Company of America) (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 INSURANCE COMPANY OF AMERICA
By: /s/ Xxxxxx X. Xxxxxxxxxxx
-----------------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Pursuant to a Delegation of Authority
dated August 12, 1998
2
SCHEDULE A
ANNUAL RATE
Xxxxx Aggressive Growth Portfolio - Service Class X.XX%
Xxxxx Growth Portfolio - Service Class X.XX%
Xxxxxxx Tactical Asset Allocation Portfolio - Service Class X.XX%
DSI Enhanced Index Portfolio - Service Class X.XX%
Xxxxxxx Sachs(R)Capital Growth Portfolio - Service Class X.XX%
MFS Research Growth Portfolio - Service Class X.XX%
MFS Capital Opportunities Portfolio - Service Class X.XX%
MFS Emerging Equities Portfolio - Service Class X.XX%
OpCap Balanced Value Portfolio - Service Class X.XX%
Salomon Brothers Capital Portfolio - Service Class X.XX%
Salomon Brothers Investors Value Portfolio - Service Class X.XX%
Xxxxxxx International Growth Portfolio - Service Class X.XX%
X. Xxxx Price Growth Equity Portfolio - Service Class X.XX%
XX Xxxxxx Mid Cap Value Portoflio - Service Class X.XX%
Baron Small Cap Growth Portfolio - Service Class X.XX%
Xxx Xxxxxx Xxxxxxxx Portfolio - Service Class X.XX%
MFS Global Growth Portfolio - Service Class X.XX%
PIMCO Total Return Portfolio - Service Class X.XX%
American Century Small Cap Value - Service Class X.XX%
3
