AETNA GENERATION PORTFOLIOS, INC.
UNDERWRITING AGREEMENT
THIS AGREEMENT, is entered into this 1st day of May, 2001, by and between
Aeltus Capital, Inc., a Connecticut corporation ("ACI"), and Aetna Generation
Portfolios, Inc., a Maryland corporation ("Fund") on behalf of its investment
portfolios (the "Portfolios").
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") authorized to issue
shares of distinct investment portfolios; and
WHEREAS, the Fund has registered the shares of its common stock ("Shares") in
its Portfolios for offer and sale to the public under the Securities Act of
1933, as amended; and
WHEREAS, the Fund wishes to retain ACI, and ACI is willing to act, as
principal underwriter in connection with the offer and sale of the 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 ACI and ACI hereby
accepts appointment as underwriter in connection with the distribution of the
Shares. The Fund authorizes ACI 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
affiliates of ACI.
2. COMPENSATION. ACI shall receive no separate compensation for providing
services under this Agreement.
3. ACI EXPENSES. ACI shall be responsible for any costs of printing and
distributing such sales literature, reports, forms and advertisements in
connection with the sale of Shares 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 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
Shares.
6. STATUS OF UNDERWRITER AND OTHER PERSONS. ACI 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 ACI, 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 ACI even though paid by ACI.
7. NONEXCLUSIVITY. The services of ACI to the Fund under this Agreement
are not to be deemed exclusive, and ACI 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
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, 2001, 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, without the payment of any penalty, on sixty (60) days'
written notice to the other party.
10. LIABILITY OF ACI. ACI shall be liable to the Fund and shall indemnify
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 ACI or its officers,
directors or employees in carrying out its duties hereunder, that is found to
involve willful misfeasance, bad faith, negligence, or reckless disregard by
ACI of its duties under this Agreement.
11. AMENDMENTS. This Agreement may be amended or changed only by an
instrument in writing signed by both parties.
12. 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.
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13. NOTICES. Any notices under this Agreement shall be in writing, addressed
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 ACI:
00 Xxxxx Xxxxx Xxxxxx, XX00
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
Fax number: 860/000-0000
IF TO THE FUND:
00 Xxxxx Xxxxx Xxxxxx, XX00
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
Fax number: 860/000-0000
14. QUESTIONS OF INTERPRETATION. This Agreement shall be governed by the
laws 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 date set forth
above.
AELTUS CAPITAL, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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ATTEST: Title: Executive Vice President
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/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Secretary
AETNA GENERATION PORTFOLIOS, INC.
By: /s/ J. Xxxxx Xxx
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Name: J. Xxxxx Xxx
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ATTEST: Title: President
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/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
Assistant Secretary
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