FORM OF
AETNA VARIABLE FUND
UNDERWRITING AGREEMENT
THIS AGREEMENT is entered into this ____ day of ______________, 2000, by and
between Aetna Investment Services, Inc., a Connecticut corporation ("Aetna"),
and Aetna Variable Fund, a Massachusetts Business Trust ("Fund").
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, as amended ("1940 Act"); and
WHEREAS, the Fund has registered its shares for offer and sale to the public
under the Securities Act of 1933, as amended; 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 Fund's shares
as now exist and as hereafter may be established ("Shares"); and
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
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accepts appointment as principal 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
currently effective with the Commission for the Shares. 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
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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
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distributing prospectuses and statements of additional information
necessary to offer and sell the Shares, and such other sales literature,
reports, forms and advertisements in connection 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
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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
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Shares.
6. Status of Underwriter and Other Persons. Aetna is an independent contractor
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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
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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
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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
December 31, 2000, 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
trustees, 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).
9. Termination. This Agreement may be terminated at any time, by either party,
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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
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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. Liability of Trustees. A copy of the Declaration of Trust of the Fund is on
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file with the Secretary of The Commonwealth of Massachusetts, and notice
is hereby given that this instrument is executed on behalf of the trustees
of the Fund as trustees and not individually and that the obligations of
this instrument are not binding upon any of the trustees or shareholders
individually but are binding only upon the assets and property of the
Fund. No provision of this Agreement shall be construed to protect any
trustee or officer of the Fund or director or officer of the Aetna, from
liability in violation of Section 17(h) and (i) of the 1940 Act.
12. Amendments. This Agreement may be amended or changed only by an instrument
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in writing signed by both parties.
13. Applicable Law. This Agreement shall be construed in accordance with
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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.
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14. Notices. Any notices under this Agreement shall be in writing, addressed
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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 Aetna: if to the Fund:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Hartford, Connecticut ▇▇▇▇▇-▇▇▇▇
Fax number: 860/▇▇▇-▇▇▇▇ Fax number: 860/▇▇▇-▇▇▇▇
15. Questions of Interpretation. This Agreement shall be governed by the laws
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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, regulations 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, regulation or order of the Commission, such
provisions shall be deemed to incorporate the effect of such rule,
regulation 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 ____________, 2000.
AETNA INVESTMENT SERVICES, INC.
Attest: By: ________________________________
Name: ______________________________
_________________________
Title: _____________________________
AETNA VARIABLE FUND
Attest: By _________________________________
Name: ______________________________
_________________________
Title: _____________________________
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