Exhibit e.1
Underwriting Agreement
AETNA SERIES FUND, INC.
UNDERWRITING AGREEMENT
THIS AGREEMENT, made this 1st day of April, 1999, by and between AELTUS
CAPITAL, INC. ("ACI" or "Underwriter"), a Connecticut corporation, and AETNA
SERIES FUND, INC. ("Fund"), a Maryland corporation.
WHEREAS, the Fund is an open-end management investment company
registered with the Securities and Exchange Commission (SEC) 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 ("1933 Act"), and in
accordance with the provisions of all applicable state securities laws
(Blue Sky Laws); and
WHEREAS, the Fund is offering and selling to the public distinct series
of shares of common stock, each corresponding to a distinct series ("Series");
and
WHEREAS, the Fund wishes to retain ACI as exclusive principal
underwriter in connection with the offering and sale of the shares of each
Series as now exists and as hereafter may be established ("Shares")
including any new classes of shares that may be offered and sold and to furnish
certain other services to the Fund as specified in this Agreement; and
WHEREAS, ACI is willing to act as exclusive principal underwriter and
to furnish such services on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF UNDERWRITER. The Fund hereby appoints ACI and ACI
hereby accepts appointment as exclusive principal underwriter in connection with
the offering and sale of the Shares of each Series as are now registered for
sale with the SEC and under Blue Sky Laws and such other Series and classes of
shares of Series as may hereafter be so registered. The Fund authorizes the
Underwriter, as exclusive agent for the Fund, upon the commencement of
operations of any Series and subject to applicable federal and state law and the
Articles of Incorporation and By-Laws of the Fund: (a) to promote the Series;
(b) to solicit orders for the purchase of the Shares of the Series subject to
such terms and conditions as the Fund may specify; and (c) to hold itself
available to receive orders for the purchase of the Shares of the Series and to
accept such orders on behalf of the Fund as of the time of receipt of such
orders and promptly transmit such orders as are accepted to the Fund and its
transfer agent. Purchase orders shall be deemed effective at the time and in the
manner set forth in the Registration Statement as it may be amended from time to
time. The Underwriter shall offer the Shares of each Series on an agency or
"best efforts" basis under which the Fund shall only issue such Shares as are
actually sold. In connection with such sales and offers of sale, the Underwriter
shall give only such information as is permitted by applicable law, and the Fund
shall not be responsible in any way for any other information, statements or
representations given or made by the Underwriter or its representatives or
agents. The Fund also shall permit the Underwriter to use any list of
shareholders of the Fund or any Series or any other list of investors which it
obtains in connection with its provision of
services under this Agreement. The Fund reserves the right at any time to
withdraw all offerings of the Shares of any or all Series by written notice to
the Underwriter at its principal office.
2. FUND OBLIGATIONS. The Fund shall keep the Underwriter fully informed
of its affairs and shall make available to Underwriter copies of all
information, financial statements, and other papers which Underwriter may
reasonably request for use in connection with the distribution of shares,
including, without limitation, certified copies of any financial statements
prepared for the Fund by its independent public accountant and such
reasonable number of copies of the most current prospectus, statement of
additional information, and annual and interim reports of a Series as the
Underwriter may request, and the Fund shall cooperate fully in the efforts of
the Underwriter to sell and arrange for the sale of the Shares and in the
Underwriter's performance under this Agreement.
3. SALES TO DEALERS. The Underwriter, at its discretion, may enter into
agreements to sell shares to such registered and qualified dealers, as it
may select.
4. PUBLIC OFFERING PRICE. The public offering price of the Shares of
each Series shall be the net asset value per share (as determined by the Fund)
of the outstanding Shares of the Series, plus any applicable sales
charge as described in the Registration Statement of the Fund. The Fund shall
furnish (or arrange for another person to furnish) the Underwriter with a
quotation of public offering price on each business day.
5. COMPENSATION. As compensation for providing services under this
contract, the Underwriter shall retain the front-end or contingent deferred
sales charge, if any, on purchases and redemptions of Shares as set forth in the
Registration Statement. The Underwriter is authorized to collect the gross
proceeds derived from the sale of the Shares, remit the net asset value thereof
to the Fund upon receipt of the proceeds and retain the sales charge, if any.
The Underwriter may reallow any or all of such sales charges to such dealers as
it may from time to time determine. If applicable, the Underwriter also shall
receive from each Series or class thereof a distribution and/or service fee at
the rate and under the terms and conditions of the Distribution Plan and
Shareholder Services Plan ("Plans") adopted by the Fund with respect to such
Series or class thereof, as such Plans are in effect from time to time, and
subject to any further limitations on such fee as the Board of Directors
("Board") may impose. The Underwriter may transfer the right to payments
hereunder (but not its obligations) in order to raise funds to cover
distribution expenses, and any such transfer will be effective upon written
notice from the Underwriter to the Fund. In connection with the foregoing, the
Fund may pay all or part of the distribution fee, shareholder service fee or
contingent deferred sales charges directly to the transferee as directed by the
Underwriter. In the event this Agreement is terminated in accordance with
paragraph 17 below, the Underwriter still will be entitled to receive the
distribution fees, service fees and contingent deferred sales charges payable
on any shares sold by the Underwriter through the date of termination, plus
shares of another Series exchanged for such shares, plus any shares issued in
connection with the reinvestment of dividends any capital gains paid thereon.
Provided that the Distribution Plans, Shareholder Services Plans and Multiple
Class Plan, respectively, adopted by the Fund continue to be in effect.
6. UNDERWRITER'S EXPENSES. The Underwriter, at no additional expense to
the Fund, shall print and distribute to prospective investors Prospectuses, and
shall print and distribute, upon
- 2 -
request, to prospective investors Statements of Additional Information, and may
print and distribute such other sales literature, reports, forms and
advertisements in connection with the sale of the Shares as comply with the
applicable provisions of federal and state law.
7. FUND EXPENSES. The Fund agrees at its own expense to register the
Shares with the SEC, state and other regulatory bodies, and to prepare and file
from time to time such Prospectuses, Statements of Additional Information,
amendments, reports and other documents as may be necessary to maintain the
Registration Statement. Each Series shall bear all expenses related to preparing
and typesetting such Prospectuses, Statements of Additional Information, and
other materials and such other expenses, including printing and mailing
expenses, related to such Series' communications with existing shareholders of
that Series.
8. INDEMNIFICATION BY FUND. The Fund agrees to indemnify, defend and
hold the Underwriter, its officers and directors, and any person who controls
the Underwriter within the meaning of Section 15 of the 1933 Act, free and
harmless from and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which the
Underwriter, its officers or directors, or any such controlling person may
incur, under the 1933 Act or under common law or otherwise, arising out of or
based upon any alleged untrue statement of a material fact contained in the
Registration Statement or arising out of or based upon any alleged omission to
state a material fact required to be stated or necessary to make the
Registration Statement not misleading, provided that in no event shall anything
contained in this Agreement be construed so as to protect the Underwriter
against any liability to the Fund or to the shareholders of a Series to which
the Underwriter would otherwise be subject by reason of willful misfeasance, bad
faith, or negligence in the performance of its duties, or by reason of its
reckless disregard of its obligations and duties under this Agreement, or
arising out of any information supplied by the Underwriter for inclusion in such
Registration Statement.
9. INDEMNIFICATION BY UNDERWRITER. The Underwriter agrees to indemnify,
defend and hold the Fund, its officers and directors, and any person who
controls the Fund within the meaning of Section 15 of the 1933 Act, free and
harmless from and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which the
Fund, its officers or directors, or any such controlling person may incur, under
the 1933 Act or under common law or otherwise, arising out of or based upon any
alleged untrue statement of a material fact contained in information furnished
in writing by the Underwriter to the Fund for use in the Registration
Statement or arising out of or based upon any alleged omission to state a
material fact in connection with such information required to be stated in the
Registration Statement or necessary to make such information not misleading.
10. SHARE CERTIFICATES. The Fund shall not issue certificates
representing Shares.
11. REPURCHASE OF SHARES. Repurchase of Shares by the Underwriter shall
be at the net asset value next determined after a repurchase order has been
received, less any applicable sales charge. The Underwriter will receive no
commission or other remuneration for repurchasing Shares other than applicable
sales loads. At the end of each business day, the Underwriter shall notify by
telex or in writing, the Fund and its transfer agent, of the orders for
repurchase of Shares received by the Underwriter since the last such report, the
amount to be paid for such Shares, and
- 3 -
the identity of the shareholders offering Shares for repurchase. Upon such
notice, the Fund shall pay the Underwriter such amounts as are required by the
Underwriter for the repurchase of such Shares in cash or in the form of a credit
against monies due the Fund from the Underwriter as proceeds from the sale of
Shares. The Fund reserves the right to suspend such repurchase right upon
written notice to the Underwriter. The Underwriter further agrees to act as
agent for the Fund to receive and transmit promptly to the Fund's transfer agent
shareholder requests for redemption of Shares.
12. STATUS OF UNDERWRITER AND OTHER PERSONS. The Underwriter 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 the Underwriter, 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 the Underwriter even
though paid by the Underwriter.
13. NON-EXCLUSIVE SERVICES. The services of the Underwriter to the Fund
under this Agreement are not to be deemed exclusive, and the Underwriter shall
be free to render similar services or other services to others so long as its
services hereunder are not impaired thereby.
14. REPORTS OF UNDERWRITER. The Underwriter shall prepare reports for
the Board on a quarterly basis showing such information concerning expenditures
related to this Agreement as from time to time shall be reasonably requested by
the Board.
15. DEFINITIONS. The terms "assignment," "interested person," and
"majority of the outstanding voting securities" shall have the meanings given to
them by Section 2(a) of the 1940 Act, subject to such exemptions as may be
granted by the SEC by any rule or order. Additionally, the term "Registration
Statement" shall mean the registration statement most recently filed by the Fund
with the SEC and effective under the 1940 Act and 1933 Act, as such Registration
Statement is amended by any amendments thereto at the time in effect, and the
terms "Prospectus" and "Statement of Additional Information" shall mean,
respectively, the form of prospectus and statement of additional information
with respect to a Series filed by the Fund as part of the Registration
Statement.
16. EFFECTIVENESS OF AGREEMENT. This Agreement shall become
effective on April 1, 1999, provided that, with respect to a Series, this
Agreement shall not take effect unless such action has first been approved by
vote of a majority of the Board and by vote of a majority of those directors of
the Fund who are not interested persons of the Fund and have no direct or
indirect financial interest in the operation of the Plan (if there be a Plan) or
in any agreements related thereto (all such directors collectively being
referred to herein as the "Independent Directors"), cast in person at a meeting
called for the purpose of voting on such action.
17. TERMINATION OF AGREEMENT. This Agreement shall become effective on
April 1, 1999 and shall remain in force and effect, through December 31,
1999, unless earlier terminated. Thereafter, if not terminated, this
Agreement shall continue automatically for successive periods of twelve months
each, provided that such continuance is specifically approved at least annually
(a) by a vote of a majority of the Independent Directors, cast in person at a
meeting called for the purpose of voting on such approval, and (b) by the Board
or with respect to any given Series by
- 4 -
vote of a majority of the outstanding voting securities of such Series.
Notwithstanding the foregoing, with respect to any Series, this Agreement may be
terminated at any time, without the payment of any penalty, by vote of the
Board, by vote of a majority of the Independent Directors or by vote of a
majority of the outstanding voting securities of such Series on 60 days' written
notice to the Underwriter or by the Underwriter at any time, without the payment
of any penalty, on 60 days' written notice to the Fund or such Series.
Termination of this Agreement with respect to any given Series or class thereof
shall in no way affect the continued validity of this
Agreement or the performance thereunder with respect to any other Series or
class thereof. This Agreement will automatically terminate in the event of its
assignment.
18. AMENDMENTS. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought.
19. 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.
20. NOTICE. Any notice required or permitted to be given by either
party to the other shall be deemed sufficient upon receipt in writing at the
other party's principal offices.
21. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be
executed by their officers thereunto duly authorized.
Attest: AELTUS CAPITAL, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇
-------------------------------- ---------------------------------
Assistant Secretary Name: ▇▇▇▇ ▇. ▇▇▇
-------------------------------
Title: President
-------------------------------
Attest: AETNA SERIES FUND, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ J. ▇▇▇▇▇ ▇▇▇
-------------------------------- ---------------------------------
Assistant Secretary Name: J. ▇▇▇▇▇ ▇▇▇
-------------------------------
Title: President
-------------------------------
- 5- -
APPENDIX A
Aetna Growth Fund
Aetna International Fund
Aetna Small Company Fund
Aetna Value Opportunity Fund
Aetna Technology Fund
Aetna Balanced Fund
Aetna Growth and Income Fund
Aetna Bond Fund
Aetna Government Fund
Aetna Money Market Fund
Aetna Index Plus Large Cap Fund
Aetna Index Plus Mid Cap Fund
Aetna Index Plus Small Cap Fund
Aetna Ascent Fund
Aetna Crossroads Fund
Aetna Legacy Fund
Brokerage Cash Reserves
Aetna Principal Protection Fund I
Aetna Principal Protection Fund II
Aetna Principal Protection Fund III
Aetna Principal Protection Fund IV
Aetna Index Plus Protection Fund
Aetna Index Plus Protection Fund II
- 6 -
