Exhibit (h.8)
PORTFOLIO PARTNERS, INC.
SHAREHOLDER SERVICING AGREEMENT
ADVISER 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 Adviser 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 Adviser 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 Adviser 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
Adviser 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 Adviser 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 Adviser 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: President
AETNA INSURANCE COMPANY OF AMERICA
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Pursuant to the Delegation of
Authority dated August 12, 1998
SCHEDULE A
Adviser Class Shares of the following Portfolios: Annual Rate
MFS Emerging Equities Portfolio - Adviser Class 0.25%
MFS Research Growth Portfolio - Adviser Class 0.25%
MFS Capital Opportunities Portfolio - Adviser Class 0.25%
▇▇▇▇▇▇▇ International Growth Portfolio - Adviser Class 0.25%
▇. ▇▇▇▇ Price Growth Equity Portfolio - Adviser Class 0.25%
▇▇▇▇▇ Aggressive Growth Portfolio - Adviser Class 0.25%
▇▇▇▇▇ Growth Portfolio - Adviser Class 0.25%
OpCap Balanced Value Portfolio - Adviser Class 0.25%
Brinson Tactical Asset Allocation Portfolio - Adviser Class 0.25%
DSI Enhanced Index Portfolio - Adviser Class 0.25%
▇▇▇▇▇▇▇ Sachs(R)Capital Growth Portfolio - Adviser Class 0.25%
Salomon Brothers Capital Portfolio - Adviser Class 0.25%
Salomon Brothers Investors Value Portfolio - Adviser Class 0.25%
▇▇ ▇▇▇▇▇▇ Mid Cap Value Portoflio - Adviser Class 0.25%
Baron Small Cap Growth Portfolio - Adviser Class 0.25%
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Portfolio - Adviser Class 0.25%
MFS Global Growth Portfolio - Adviser Class 0.25%
PIMCO Total Return Portfolio - Adviser Class 0.25%
American Century Small Cap Value - Adviser Class 0.25%