Exhibit 99.B(e)(3)
AETNA INVESTMENT SERVICES, LLC
DISTRIBUTION SERVICES AGREEMENT
February 12, 2002
Aetna Life Insurance and Annuity Company
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
We serve as distributor of the Adviser Class of shares ("Shares") of
the investment portfolios (each a "Portfolio" and collectively the "Portfolios")
of Portfolio Partners, Inc. (the "Fund") listed on Schedule A attached to this
Agreement. The Fund offers Shares in accordance with the terms and conditions
contained in the Prospectuses (and Statements of Additional Information ("SAIs")
incorporated by reference thereto) relating to those Shares.
In connection with the offering of Shares, you agree to assist in the
distribution of Shares on the following terms and conditions as of November 27,
2001:
1. You are hereby authorized to use your best efforts to offer and
sell the Shares appearing on Schedule A hereto as such Schedule shall be amended
from time to time consistent with the provisions of this Agreement. In
connection with those activities, you are also hereby authorized to distribute
the promotional and sales materials, Prospectuses, SAIs (upon request by a
purchaser), shareholder reports and other materials relevant to the Shares and
to perform, the shareholder services which you have agreed to provide in respect
of any such Shares. All such activities shall be performed in compliance with
the conditions and procedures set forth in the relevant Prospectuses and SAIs,
including, without limitation, the public offering price then in effect. If the
services you agree to provide pursuant to this Paragraph 1 are in respect of any
Shares, you hereby agree to pay all direct and indirect expenses or costs we may
incur under the Distribution Agreement between us and the Fund arising in
connection with any promotional or sales literature (including Prospectuses and
SAIs) furnished to you in any offering of the Shares, as well as expenses of
advertising and all legal expenses in connection with the matters covered by
this sentence.
2. No person is authorized to make any representation concerning the
Fund or the Shares except those contained in the Prospectuses and related SAIs
and in such printed information as we may subsequently prepare. No person is
authorized to distribute any sales literature or advertisements as those terms
are defined under Section 2210 of the Conduct Rules of the National Association
of Securities Dealers Regulation, Inc. ("NASD") relating to the Fund
without our prior written approval.
3. Applicable selling commissions, concessions or other fees
(including, without limitation, fees paid to us under a Plan of Distribution
with respect to the Shares pursuant to Rule 12b-1 under the 1940 Act and
reallocated to you) to which you are entitled for the provision of the services
to be rendered under this Agreement are those specified on attached Schedule A
to this Agreement and in the current Prospectus of such Shares, as such Schedule
and Prospectuses shall be amended from time to time. These amounts are subject
to change without notice by us and comply with any changes in regulatory
requirements.
4. You agree that you will not combine customer orders to reach
breakpoints in commissions for any purposes whatsoever unless authorized by the
then current Prospectus in respect of Shares or by us in writing. You also agree
that you will place orders immediately upon their receipt and will not withhold
any order so as to profit therefrom. In determining the amount payable to you
hereunder, we reserve the right to exclude any sales which we reasonably
determine are not made in accordance with the terms of the relevant Prospectus
and provisions of this Agreement.
5. You agree to comply with the provisions contained in the
Securities Act of 1933 governing the distribution of Prospectuses to persons to
whom you offer Shares under this Agreement. You further agree to deliver, upon
our request, copies of any amended Prospectus to purchasers, if any, whose
Shares you are holding as record owner and to deliver to such customers copies
of the annual and interim reports and proxy solicitation materials of the Fund.
We agree to furnish to you as many copies of the Prospectuses and related SAIs,
annual and interim financial reports and proxy solicitation materials as you may
reasonably request.
6. For all purposes of this Agreement you will be deemed to be an
independent contractor and will have no authority to act as agent for us or the
Fund in any manner or in any respect. You agree to and do release, indemnify and
hold us, the Fund and its transfer agent and our and their respective officers,
directors, agents, employees and affiliates harmless from and against any and
all direct or indirect liabilities, losses, claims, demands and expenses
(including, without limitation, reasonable attorneys' fees) resulting from
requests directions, actions, or inactions of or by you or your officers,
employees, or agents regarding your responsibilities under this Agreement or the
purchase, redemption, transfer or registration of Shares by or on behalf of
customers. This indemnification shall survive the termination of this Agreement.
7. You shall not make offers or sales of Shares in any state or
jurisdiction where the particular Shares are not qualified for sale under or
exempt from the requirements of the securities laws of the state or other
jurisdictions where the proposed offer or sale is to be made. You also agree
that you will not offer or sell any Shares to persons in any jurisdiction in
which you are not properly licensed and authorized to make such offers or sales.
8. The Fund shall have full authority to take such action as it
deems advisable in respect of all matters pertaining to the offering of the
Shares, including the right, in its discretion, to reject an order for Shares
and, without notice, to suspend sales or withdraw the
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offering of Shares of any of the Portfolios entirely.
9. You will (i) maintain all records required by law (including
records detailing the services you provide in return for the fees to which you
are entitled under this Agreement) and, upon request by the Fund or us, promptly
make such of these records available to the Fund or us, as the case may be, as
the Fund or we may reasonably request in connection with its operations; and
(ii) promptly notice the Fund and us if you experience any difficulty in
maintaining the records described in the foregoing clauses in an accurate and
complete manner.
10. We and the Fund shall be under no liability to you except for
lack of good faith and for obligations expressly assumed by us hereunder. In
carrying out your obligations, you agree to act in good faith and without
negligence. Nothing contained in this Agreement is intended to operate as a
waiver by us or you of compliance with any provision of the NASD Conduct Rules,
or any federal or state securities laws or the rules and regulations adopted
thereunder.
11. This Agreement shall become effective only when accepted and
signed by you and may be amended only by a written instrument signed by you and
us. This Agreement may be terminated as provided above and by either party,
without penalty, upon notice to the other party.
12. All communications to us should be sent to: Aetna Investment
Services, LLC, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇.
Any notice to you shall be duly given if mailed or telegraphed to you at the
address specified by you below.
13. You hereby represent and warrant that you are duly authorized by
all necessary action, approval or authorization to enter into this Agreement and
that, if a corporation, partnership or other entity, you are duly organized,
validly existing and in good standing under the laws of the jurisdiction in
which you are organized.
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14. This Agreement constitutes the entire agreement between the parties hereto
relating to the subject matter hereof and supersedes any and all agreements
between the parties relating to said subject matter. This Agreement and all the
rights and obligations of the parties hereunder shall be governed by and
construed under the laws of the State of Connecticut.
AETNA INVESTMENT SERVICES, LLC
Date: 2/12/02 By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
Accepted and Agreed to:
Name: Aetna Life Insurance and Annuity Company
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇: Hartford State: CT Zip: 06156
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
Name of Authorized Officer: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Vice President
Date: 2/13/02 Authorized Officer Signature /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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SCHEDULE A TO DISTRIBUTION SERVICES AGREEMENT
You will assist in the distribution of the Adviser Class of Shares of
Common Stock, par value $.001 of Portfolio Partners, Inc. (the "Shares") and, in
addition to other fees to which you may be entitled, shall receive fees at an
annual rate set forth below in respect of the following Shares payable pursuant
to Rule 12b-1 under the Investment Company Act of 1940.*
PPI MFS Emerging Equities Portfolio - Adviser Class 0.25%
PPI MFS Research Growth Portfolio - Adviser Class 0.25%
PPI MFS Capital Opportunities Portfolio - Adviser Class 0.25%
PPI ▇▇▇▇▇▇▇ International Growth Portfolio - Adviser Class 0.25%
PPI ▇. ▇▇▇▇ Price Growth Equity Portfolio - Adviser Class 0.25%
PPI ▇▇▇▇▇ Aggressive Growth Portfolio - Adviser Class 0.25%
PPI ▇▇▇▇▇ Growth Portfolio - Adviser Class 0.25%
PPI OpCap Balanced Value Portfolio - Adviser Class 0.25%
PPI ▇▇▇▇▇▇▇ Tactical Asset Allocation Portfolio - Adviser Class 0.25%
PPI DSI Enhanced Index Portfolio - Adviser Class 0.25%
PPI ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Growth Portfolio - Adviser Class 0.25%
PPI Salomon Brothers Capital Portfolio - Adviser Class 0.25%
PPI Salomon Brothers Investors Value Portfolio - Adviser Class 0.25%
PPI American Century Small Cap Value Portfolio - Adviser Class 0.25%
PPI Baron Small Cap Growth Portfolio - Adviser Class 0.25%
PPI JPMorgan Mid Cap Value Portfolio - Adviser Class 0.25%
PPI PIMCO Total Return Portfolio - Adviser Class 0.25%
PPI ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Portfolio - Adviser Class 0.25%
PPI MFS Global Growth Portfolio - Adviser Class 0.25%
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* Rule 12b-1 fees will be paid quarterly within one month following the end
of each calendar quarter after you supply services to your customers who
purchase Shares. These fees are based on the average daily net asset
value of the Shares during the period covered by the payment. You will
not receive payment of any fees for any quarterly period if you are
entitled to less than $1,000. To the extent that we are required to waive
any portion of the Rule 12b-1 fees payable to us by Portfolio Partners,
Inc., you shall waive a proportionate share of the Rule 12b-1 fees
payable to you hereunder.