EXHIBIT E.2
AETNA GET FUND
UNDERWRITING AGREEMENT
Exhibit e.2
AETNA GET FUND
UNDERWRITING AGREEMENT
THIS AGREEMENT, is entered into this 30th day of June, 2001, by and between
Aeltus Capital, Inc., a Connecticut corporation ("ACI"), and Aetna GET Fund, a
Massachusetts business trust ("Fund") on behalf of its investment series (the
"Series"), as set forth in Appendix A, as amended from time to time, which is
attached hereto and made a part hereof.
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 series; and
WHEREAS, the Fund has registered the shares of its common stock ("Shares") in
its Series 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 principal 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 through
variable annuity contracts and variable life insurance policies issued by
affiliates of ACI.
2. COMPENSATION. As compensation for providing services under this
Agreement, ACI shall receive from each Series a distribution fee at the rate and
under the terms and conditions of the Distribution Plan ("Plan") adopted by the
Fund with respect to such Series, as such Plan is in effect from time to time,
and subject to any further limitations on such fee as the Board of Trustees of
the Fund ("Board") may impose. ACI 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 ACI
to the Fund. In connection with the foregoing, the Fund may pay all or part of
the distribution fee directly to the transferee as directed by ACI. In the event
this Agreement is terminated in accordance with Section 9 below, ACI still will
be entitled to receive the distribution fee payable on any Shares sold by ACI
through the date of the termination, provided that the Plan continues to be in
effect.
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 Board, 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, without the
payment of any penalty, by ACI, or by the Fund upon the vote of a majority of
its Trustees who are not interested persons of the Fund and have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related to the Plan or by vote of a majority of the outstanding Shares, on not
more than sixty (60) days' written notice to the other party. This Agreement
will automatically terminate in the event of its assignment.
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.
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:
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Fax number: 860/▇▇▇-▇▇▇▇
IF TO THE FUND:
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Fax number: 860/▇▇▇-▇▇▇▇
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Executive Vice President
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ATTEST:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AETNA GET FUND
Secretary
By: /s/ J. ▇▇▇▇▇ ▇▇▇
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Name: J. ▇▇▇▇▇ ▇▇▇
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Title: President
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ATTEST:
/s/▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇
Assistant Secretary
APPENDIX A
Series P
