EXHIBIT (e)
DISTRIBUTION AGREEMENT
AETNA GENERATION PORTFOLIOS, INC.
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AGREEMENT made this 1st day of January, 2002, by and between Aetna
Generation Portfolios, Inc. (the "Company") and ING Pilgrim Securities, Inc.
("Distributor"), a Delaware corporation.
WHEREAS, the Company is registered under the Investment Company Act
of 1940, as amended (the "1940 Act"), as a diversified open-end investment
company and offers its shares continuously to separate accounts of insurance
companies ("Separate Accounts") to serve as an investment option under variable
annuity contracts or variable life insurance policies issued by the insurance
companies; and its shares may be sold in the future to separate accounts of
other affiliated or unaffiliated insurance companies; and
WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934 and is a member of the National Association of
Securities Dealers, Inc. ("NASD"); and
WHEREAS, the Company and the Distributor wish to enter into this
Agreement whereby the Distributor will act as the Company's principal
underwriter for the sale of shares of the Portfolios listed on the attached
Schedule of Portfolios comprising the Company to the Separate Accounts;
NOW, THEREFORE, the parties hereto agree as follows:
I. Appointment of the Distributor
The Company hereby appoints the Distributor as the principal
underwriter and distributor of the Company to sell shares of the Company's
Portfolios to the Separate Accounts and any other persons, and the Distributor
hereby accepts such appointment.
II. Purchase of Shares from the Company
A. The Company herewith engages the Distributor to act as exclusive
distributor of the shares of its separate series, and any other series which may
be designated from time to time
hereafter ("Portfolios"), named and described on the Schedule of Portfolios
attached hereto and made a part of this Agreement by reference. Said sales shall
be made only to investors eligible to invest in a registered investment company
consistent with such company's serving as an investment vehicle for variable
annuities and variable life insurance company contracts. Distributor need not
hold itself available to receive by mail, telex and/or telephone, orders for the
purchase of shares.
B. All shares sold by the Distributor under this Agreement shall be sold
at the net asset value per share ("Offering Price") determined in the manner
described in the Company's prospectus, as it may be amended from time to time.
III. Redemption of Shares by the Company
A. Any of the outstanding shares of each Portfolio may be tendered for
redemption at any time, and the Company agrees to redeem any such shares so
tendered in accordance with the applicable provisions of the prospectus and the
Company's Articles of Incorporation and By-Laws. The redemption price is the net
asset value per share next determined after the initial receipt of proper
request for redemption.
B. The right to redeem shares or to receive payment with respect to any
redemption may be suspended only in accordance with applicable law.
IV. Duties of the Company
A. The Company shall furnish to the Distributor copies of all information,
financial statements and other papers which the Distributor may reasonably
request for use in connection with the distribution of the shares of the
Company.
B. The Company shall take, from time to time, subject to the necessary
approval of its shareholders, all necessary action to fix the number of its
authorized shares and to register shares under the Securities Act of 1933, as
amended (the "1933 Act"), in order that there will be available for sale at
least the number of shares as investors may reasonably be expected to purchase.
V. Duties of the Distributor
In selling the shares of the Company, the Distributor shall use its
best efforts to conform with the requirements of all applicable federal and
state laws and regulations, and the regulations of the NASD, relating to the
sale of such securities. Except as provided below, the Distributor is not
authorized by the Company to give any information or make any representations,
other than those contained in the registration statement for the Company and its
shares, the prospectus, and any sales literature specifically approved by a
principal of the Distributor. The Distributor shall furnish applicable federal
and state regulatory authorities with any information or reports in connection
with its services under this Agreement which such
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authorities may request in order to ascertain whether the Company's operations
are being conducted in an manner consistent with any applicable law or
regulations. Nothing contained in this Agreement shall prevent the Distributor
from entering into distribution agreements with other investment companies.
VI. Allocation of Expenses
A. The Company will pay the following expenses in connection with the
sales and distribution of shares of the Portfolios.
1. expenses pertaining to the preparation of its audited and
certified financial statements to be included in any amendments ("Amendments")
to the Company's registration statement under the 1933 Act, including the
prospectus and Statement of Additional Information ("SAI") included therein;
2. expenses pertaining to the preparation, printing, and
distribution of any reports or communications, including the prospectus and SAI,
which are sent to existing shareholders of the Company;
3. filing and other fees to federal and state securities regulatory
authorities necessary to register and maintain registration of the shares; and
4. expenses of the Company's administration, including all costs and
expenses in connection with the issuance, transfer and registration of the
shares, including, but not limited to, any taxes and other governmental charges
in connection therewith.
B. The Distributor will pay the following expenses:
1. expenses of printing additional copies of the prospectus and SAI
and any Amendments or supplements thereto which are necessary to continue to
offer shares of the Company's portfolios to the public; and
2. expenses pertaining to the printing of additional copies, for use
by the Distributor as sales literature, of reports or other communications which
have been prepared for distribution to existing shareholders of the Company or
incurred by the Distributor in advertising, promoting and selling shares of the
Company's Portfolios.
VII. Compensation
The Company shall not pay any compensation to the Distributor for
its services as a distributor hereunder, nor shall the Company reimburse the
Distributor for any expenses related to such services except to the extent
permitted under a distribution plan adopted by the Company pursuant to Rule
12b-1 under the Investment Company Act of 1940 ("1940 Act"). Distributor
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may receive a fee described in any distribution plan adopted by the Company
pursuant to Rule 12b-1 under the 1940 Act.
VIII. Records
All records maintained by the Distributor in connection with this
Agreement shall be the property of the Company and shall be returned to the
Company upon termination of this Agreement, free from any claims or retention of
rights by the Distributor. The Distributor shall keep confidential any
information obtained pursuant to this Agreement and shall disclose such
information, only if the Company has authorized such disclosure, or if such
disclosure is expressly required by applicable federal or state regulatory
authorities.
IX. Duration and Termination of this Agreement
This Agreement shall become effective on the date first written
above or on such later date approved by the Company's Board of Directors
("Board"), including a majority of those Directors who are not parties to this
Agreement or interested persons (as such term is defined in the 1940 Act)
thereof. Unless terminated as provided herein, the Agreement shall continue in
full force and effect through December 31, 2002, and shall continue in effect
from year to year thereafter for successive one (1) year periods if approved at
least annually (i) by a vote of a majority of the outstanding voting securities
of the Portfolios or by a vote of the Directors of the Company, and (ii) by a
vote of a majority of the Directors of the Company who are not interested
persons or parties to this Agreement (other than as Directors of the Company),
cast in person at a meeting called for the purpose of voting on this Agreement.
This Agreement may be terminated at any time without penalty on at
least sixty (60) days' notice by the Company's Board or by a majority vote of
its shareholders, with respect to any Portfolio by a majority vote of the
shareholders of the capital stock of such Portfolio, or by the Distributor on
sixty (60) days' notice.
This Agreement shall terminate automatically in the event of its
assignment.
X. Amendment
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. If shareholder approval of an amendment is required under the 1940 Act,
no such amendment shall become effective until approved by the requisite number
of outstanding shares of the Fund. Otherwise, a written amendment of this
Agreement is effective upon the approval of the Board and the Manager.
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XI. Miscellaneous
This Agreement shall be subject to the laws of the State of Delaware
and shall be interpreted and construed to further and promote the operation of
the Company as an open-end investment company. As used herein, the terms "Net
Asset Value," "Investment Company," "Open-End Investment Company," "Assignment,"
"Principal Underwriter," "Interested Person," and "Majority of the Outstanding
Voting Securities," shall have the meanings set forth in the 1933 Act and the
1940 Act, as applicable, and the rules and regulations promulgated thereunder.
XII. Liability
Nothing contained herein shall be deemed to protect the Distributor
against any liability to the Company or its shareholders to which the
Distributor would otherwise be subject by reason of willful misfeasance, bad
faith or negligence in the performance of the Distributor's duties hereunder, or
by reason of the Distributor's reckless disregard of its obligations and duties
hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their officers designated below as of the day and year first
above written.
AETNA GENERATION PORTFOLIOS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. Naka
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Name: ▇▇▇▇▇▇ ▇. Naka
Title: Senior Vice President
ING PILGRIM SECURITIES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
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SCHEDULE OF PORTFOLIOS
WITH RESPECT TO THE
DISTRIBUTION AGREEMENT
BETWEEN
AETNA GENERATION PORTFOLIOS, INC. AND ING PILGRIM SECURITIES, INC.
Portfolios
Aetna Ascent VP
Aetna Crossroads VP
Aetna Legacy VP
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