EXHIBIT (e).2
THE HARTFORD MUTUAL FUNDS, INC
HARTFORD-FORTIS SERIES FUND, INC.
SELLING AGREEMENT
As Principal Underwriter and exclusive Selling Agent for the shares of THE
HARTFORD MUTUAL FUNDS, INC. and HARTFORD-FORTIS SERIES FUND, INC. (hereinafter
collectively referred to as the "Company") comprised of the separate series (to
which additional series may be added by the Company from time to time) listed on
the attached Appendix "A" and referred to collectively as the "Funds" or
individually as the "Fund", HARTFORD INVESTMENT FINANCIAL SERVICES COMPANY, INC.
("HIFSCO") understands that you, the undersigned dealer firm, are a member in
good standing of the National Association of Securities Dealers, Inc. (the
"NASD"), and, on the basis of such understanding, invites you to become a member
of the Selling Group to distribute shares of the Funds on the following terms.
1. REGULATION: You agree to comply with all applicable provisions of the
Investment Company Act of 1940 (the " 1940 Act"), as amended, the
Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, and all the rules and regulations of the Securities
and Exchange Commission, state securities ("blue sky") laws and the
NASD. The NASD Rules of Fair Practice are incorporated herein as if set
forth in full.
2. ORDERS: An order for shares of any Fund received from you will be
confirmed only at the appropriate offering price applicable to that
order, as described in the Company's then current Prospectus. The
procedure relating to orders and the handling thereof will be subject
to instructions released by us from time to time. Orders should be
transmitted to our office or other offices authorized by us for this
purpose. The broker/dealer or his customer may, however, mail a
completed application with a check payable to the Fund directly to the
Fund's shareholder servicing agent ("Transfer Agent") identified on
Appendix "C" hereto, or by such other method as may be described in
the Company's then current Prospectus. All orders are subject to
acceptance at the Transfer Agent's office listed on Appendix C. HIFSCO
as agent for the Funds reserves the right in our sole discretion to
reject any order. The minimum initial investment for each Fund is set
forth in the Company's then current Prospectus.
3. SUITABILITY AND MULTIPLE CLASSES OF SHARES: The Funds are offered in
more than one class of shares in accordance with the Prospectus.
Purchase of a class of shares is subject to our compliance standards.
You are responsible for determining whether a Fund, and which class of
the Fund's shares, is suitable for your client. Certain investors that
are affiliated with us and with you (and their families) may have
special purchase rights. Refer to the currently effective Prospectus
for the Company.
4. CONCESSIONS:
(a) Any sales charges and dealers' concessions will be as set
forth in the current Prospectus of the Company or the attached
Appendix "B".
(b) Where payment is due hereunder, HIFSCO agrees to send payment
for dealers' concessions and payments made in accordance with
a Fund's Plan of Distribution pursuant to Rule 12b-1 under the
1940 Act, as amended, to your address as it appears on our
records. You must notify us of address changes and promptly
negotiate such payments. Any such payments that remain
outstanding for 12 months shall be void and the obligation
represented thereby shall be extinguished.
(c) With respect to Class B shares of Funds which impose a
Contingent Deferred Sales Charge ("CDSC"), HIFSCO agrees to
compensate selling firms at a specified rate as disclosed in
Appendix B on purchase payments only for those shares which
are subject to a CDSC at the time of investment. You
understand that any Class B CDSC deducted from redemption
proceeds shall be the property of HIFSCO.
(d) HIFSCO reserves the right to reclaim any commission payment
from a broker/dealer if HIFSCO later determines a CDSC waiver
applied at the time of investment.
(e) HIFSCO reserves the right to modify all CDSC waivers at any
time. HIFSCO will promptly notify each member of the Selling
Group of any modification thereto.
(f) You are responsible for applying the correct sales charge to
your customers, as detailed in the current Prospectus.
5. REMITTANCE: Remittance by dealers should be made by check or wire,
payable to the appropriate Fund (not to us) and sent to the Company's
Transfer Agent. Payments must be received promptly pursuant NASD rules
and regulations; otherwise the right is reserved, without notice, to
cancel the sale. In such event you will be held responsible for any
loss to the Fund, or to us, including the loss of profit resulting from
your failure to make payment.
6. SELLING GROUP ACTIVITIES: In addition to purchasing shares of any Fund
through us as Selling Agent, you will purchase such shares only from
your customers, in which case you shall pay the applicable net asset
value determined in accordance with the Company's then current
Prospectus and Statement of Additional Information, less any applicable
CDSC, if such Fund imposes a CDSC (including any Class A CDSC).
-2-
(a) Shares of any Fund may be liquidated by sale thereof to such Fund
or to us as Agent for such Fund at the applicable net asset
value, less any applicable CDSC, determined in the manner
described in the then current Prospectus and Statement of
Additional Information of the Company. If delivery is not made
within ten (10) days from the date of the transaction, the right
is reserved, without notice, to cancel the transaction, in which
event you will be held responsible for any loss to the Fund, or
to us, including loss of profit resulting from your failure to
make payment.
(b) In no event shall you withhold placing orders so as to profit
from such withholding by a change in the net asset value from
that used in determining the price to your customer, or
otherwise. You shall make no purchases except for the purpose of
covering orders received by you and then such purchases must be
made only at the applicable public offering price described in
the Company's then current Prospectus (less your concession),
provided, however, that the foregoing does not prevent the
purchase of shares of a Fund by you for your own bona fide
investment. All sales to your customers shall be at the
applicable public offering prices determined in accordance with
the Company's then current Prospectus.
7. SHAREHOLDER COMMUNICATION: You agree to furnish the following
shareholder communications material to your customers after receipt
from us of sufficient quantities to allow mailing thereof to all of
your customers who are beneficial owners of any Fund's shares:
(a) All proxy or information statements prepared for circulation to
shareholders of record;
(b) Annual reports;
(c) Semi-annual reports; and
(d) All updated prospectuses, supplements, and amendments thereto.
8. REFUND OF SALES CHARGE: If the shares of any Fund confirmed to you
hereunder are repurchased by such Fund, or by us as Agent for such
Fund, or are tendered for liquidation to such Fund, within seven (7)
business days after such confirmation of your original order, then you
shall forthwith repay to such Fund the full dealer concession allowed
to you on the sale of such Fund shares. HIFSCO shall notify you of such
repurchase or redemption within ten (10) days from the day on which the
redemption order is delivered to us or to such Fund. Termination or
cancellation of this Agreement will not relieve the parties from the
requirements of this paragraph.
9. PROSPECTUS DELIVERY. You will provide each investor purchasing shares
of any Fund through you with the current Prospectus prior to or at the
time of purchase. You will provide any such investor who so requests
with the applicable Statement of Additional Information.
-3-
10. STATEMENTS AND REPRESENTATIONS: No person is authorized to make any
statements or representations relating to the shares of any Fund,
except those contained in its then current Prospectus and Statement of
Additional Information, which you agree to deliver to investors in
accordance with applicable regulations, and in such information as
HIFSCO may supply or authorize as Supplemental Information to such
Prospectus and Statement of Additional Information (i.e.,
advertisements and sales literature) except that advertising,
promotional and other written materials relating to the availability
of Fund shares through you prepared by you and approved by the Company
may include the names of particular Funds that are available to your
customers or may indicate generally that you make available to your
customers certain Funds distributed by HIFSCO and except as required
by any applicable federal or state law, rule or regulation.
You shall not allow unauthorized statements or information designated
by us as "Not For Use With The Public" to be distributed directly or
indirectly to an investor. You shall deliver to us for prior approval
(such approval not to be unreasonably withheld) any Supplemental
Information prepared by you for use with the public.
In ordering shares of any Fund you shall rely solely and conclusively
on the representations contained in its then current Prospectus,
Statement of Additional Information, and Supplemental Information, if
any, additional copies of which are and will be available on request.
In no transaction shall you have any authority whatever to act as agent
for any Fund, or for us, or for any other distributor. Nothing in this
Agreement shall constitute either of us the agent of the other, or
shall constitute you or any Fund the agent of the other.
11. STATUS AS A REGISTERED BROKER-DEALER: Each party to this Agreement
hereby represents and warrants that it is duly registered as a
broker-dealer under the Securities Exchange Act of 1934; that it is
qualified to act as a broker-dealer in the states and jurisdictions
where it transacts business; and that it is a member in good standing
of the NASD.
12. ADDITIONAL REPRESENTATIONS AND WARRANTIES: HIFSCO represents and
warrants that:
(a) The Funds, the Prospectus and Statement of Additional
Information, and all Supplemental Information distributed by
us to you for distribution to the public will comply with all
applicable state and federal laws, rules, and regulations; and
(b) The Funds may legally be sold in every United States
jurisdiction, unless you are notified to the contrary.
-4-
13. CROSS INDEMNIFICATION: Each party to this Agreement agrees to indemnify
and hold the other party (the "non-breaching party") harmless against
every loss, cost, damage or expense (including reasonable attorney's
fees and expenses) incurred by the non-breaching party as a result of
any breach by the other party of the terms of this Agreement or of any
representation or warranty made by such party; provided the
non-breaching party notifies the other party promptly after
commencement of any action brought against it for which it may seek
indemnity.
14. PRICING ERRORS: With respect to any pricing errors relating to
transactions entered into by you on behalf of your customers, you agree
to use your best efforts in cooperating with us to resolve and remedy
such errors upon receipt of notice from us. HIFSCO will adjust
transactions in accordance with procedures established by the Company
and HIFSCO will notify you of such adjustments.
15. MODIFICATION AND TERMINATION: HIFSCO reserves the right, in its sole
discretion and without notice to you or to any distributor, to suspend
sales, to withdraw any offering, to change the offering prices, to
modify any Appendix, Addendum or other attachment to this Agreement,
or to modify or cancel this Agreement (including the provision for
Plan payments pursuant to a Plan of Distribution described in Section
4) which shall be construed in accordance with the laws of the State
of Connecticut. You may terminate this Agreement at any time upon
thirty (30) days written notice. HIFSCO may terminate this Agreement
for failure to comply with its terms immediately upon mailing notice
to you. This Agreement will automatically terminate without notice if
you are expelled or suspended from the NASD.
16. INVESTORS ACCOUNT INSTRUCTIONS: If any investor's account is
established without the investor signing the application form, you
represent that the instructions relating to the registration (including
the investor's tax identification number) and selected options
furnished to the Fund (whether on the application form, in some other
document, or orally) are in accordance with the investor's
instructions, and you agree to indemnify the Fund, its Transfer Agent,
and us for any loss or liability resulting from acting upon such
instructions. HIFSCO agrees to hold harmless and indemnify you for any
loss or liability arising out of our negligence in processing such
instructions.
17. LIABILITY: Nothing contained herein shall be deemed to protect you
against any liability to us, the Company or the Company's shareholders
to which you would otherwise be subject by reason of negligence,
willful misfeasance, or bad faith in the performance of your duties
hereunder, or by reason of your reckless disregard of your obligations
and duties hereunder.
18. PROTECTED INFORMATION: Each party agrees to use and disclose Protected
Information, as defined below, only to carry out the purposes for
which it was disclosed to them, and will not use or disclose Protected
Information where prohibited by applicable law, including, without
limitation, statutes and regulations enacted pursuant to the
Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102). For purposes of this
Agreement, "Protected Information" means any information not available
to the public and collected by either party about our customers and
claimants in connection with a financial transaction or service,
including, but not limited to, financial information that identifies
an individual personally, credit history, income, financial benefits,
policy or claim information. If either party outsources services to a
third party, such third party will agree in writing to maintain the
security and confidentiality of any information shared with them.
-5-
19. ACCEPTANCE OF TERMS: If the foregoing completely expresses the terms
of the Agreement between us, please so signify by executing, in the
space provided, the annexed duplicate of this Agreement and return it
to us, retaining the original copy for your own files. This Agreement
shall become effective upon the earliest of our receipt of a signed
copy hereof or the first order placed by you for any of the Funds'
shares after the date below, which order shall constitute acceptance
of this Agreement. This Agreement shall supersede all prior Selling
Group Agreements relating to the shares of any of the Funds. All
amendments to this Agreement, including any changes made pursuant to
any Appendix, shall take effect as of the date of the first order
placed by you for any of the Fund's shares after the date set forth in
the notice of amendment sent to you by HIFSCO.
HARTFORD INVESTMENT FINANCIAL SERVICES COMPANY, INC.
By:
---------------------------------------------------
Name: Xxxxx X. Xxxxxxxx
---------------------------------------------------
Title: Senior Vice President
---------------------------------------------------
Date:
---------------------------------------------------
Please execute this Selling Agreement as indicated below and return it to us at
the address set forth above.
---------------------------------------------------
(Dealer's Name)
---------------------------------------------------
(Street Address)
---------------------------------------------------
(City) (State) (Zip Code)
----------------------------- ----------------------
(Telephone No.) (Facsimile No.)
By: ---------------------------------------------------
(Authorized Signature)
---------------------------------------------------
(Name and Title)
[ ] Please indicate if you intend to execute a Networking Agreement to
allow use of the National Securities Clearing Corporation system.
[ ] Please indicate if you intend to execute an Account Aggregation Agreement.
-6-
APPENDIX A
The following series of The Hartford Mutual Funds, Inc. are subject to this
Agreement:
The Hartford Global Communications Fund
The Hartford Global Financial Services Fund
The Hartford Global Health Fund
The Hartford Global Technology Fund
The Hartford International Small Company Fund
The Hartford International Capital Appreciation Fund
The Hartford International Opportunities Fund
The Hartford Global Leaders Fund
The Hartford Small Company Fund
The Hartford Capital Appreciation Fund
The Hartford MidCap Fund
The Hartford MidCap Value Fund
The Hartford Focus Fund
The Hartford Stock Fund
The Hartford Value Fund
The Hartford Growth and Income Fund
The Hartford Dividend and Growth Fund
The Hartford Advisers Fund
The Hartford High Yield Fund
The Hartford Bond Income Strategy Fund
The Hartford Money Market Fund
The following series of Hartford-Fortis Series Fund, Inc. are also subject to
this Agreement:
The Hartford SmallCap Growth Fund
(Formerly Fortis Capital Appreciation Portfolio)
The Hartford Value Opportunities Fund
(Formerly Fortis Value Fund)
The Hartford Growth Fund
(Formerly Fortis Capital Fund)
The Hartford Growth Opportunities Fund
(Formerly Fortis Growth Fund)
The Hartford U.S. Government Securities Fund
(Formerly Fortis U.S. Government Securities Fund
Fortis Strategic Income Fund
The Hartford Tax-Free National Fund
(Formerly Fortis Tax-Free National Portfolio)
The Hartford Tax-Free Minnesota Fund
(Formerly Fortis Tax-Free Minnesota Portfolio)
-0-
XXXXXXXX X
SERIES OF THE HARTFORD MUTUAL FUNDS, INC.:
CLASS A SHARES
All funds except for The Hartford Bond Income Strategy Fund will pay the
following concessions:
Amount of Sale Sales Charge Dealer Concession
-------------------------------------------------------------------------------
Less than $50,000 5.50% 4.75%
$50,000-$99,999 4.50% 4.00%
$100,000-$249,999 3.50% 3.00%
$250,000-$499,999 2.50% 2.00%
$500,000-$999,999 2.00% 1.75%
Over $1 million 0.00% *
1% on first $2.5 million, 0.50% on next $2.5 million, and 0.25% thereafter
The Hartford Bond Income Strategy Fund pays the following concessions:
Amount of Sale Sales Charge Dealer Concession
-------------------------------------------------------------------------------
Less than $50,000 4.50% 3.75%
$50,000-$99,999 4.00% 3.50%
$100,000-$249,999 3.50% 3.00%
$250,000-$499,999 2.50% 2.00%
$500,000-$999,999 2.00% 1.75%
Over $1 million 0.00% *
1% on first $2.5 million, 0.50% on next $2.5 million, and 0.25% thereafter
The Hartford Money Market Fund pays no up front concession on Class share sales
TRAIL: 30 basis points beginning immediately for all Class A Shares
CLASS B SHARES
The compensation payable for sales of Class B shares of all Funds is as follows:
3.75% of the purchase payment plus an additional 0.25% of the purchase payment
according to the Distribution and Service Plan adopted for Class B shares.
The compensation payment described above is only for Class B shares subject to a
contingent deferred sales charge at the time of investment.
-0-
XXXXXXXX X CONTINUED
CLASS C SHARES
Compensation payable on all sales of all Funds is as follows:
Contingent Deferred Dealer
Sales Charge Sales Charge Concession
------------ -------------------- ------------------
1% up front 1% for 12 months 2% up front
after the sale 1% trail beginning
in the 13th month
SERIES OF HARTFORD-FORTIS SERIES FUND, INC.:
Compensation is payable on these funds as described in the current prospectus.
APPENDIX C
TRANSFER AGENT
HARTFORD ADMINISTRATIVE SERVICES COMPANY
000 XXXXXXXXXX XXXXX
XXXXXXXX, XX 00000
-9-
ADDENDUM TO THE MUTUAL FUND SELLING AGREEMENT
In addition to the terms and conditions set forth in the Mutual Fund Selling
Agreement, the parties agree to the following:
As a dealer, broker, registered investment adviser or third party administrator
or consultant that has entered into the attached Mutual Fund Selling Agreement,
no sales charge is imposed on sales of shares of the Funds to your clients who
purchase shares through you, provided these sales occur as part of a program
commonly known as a "wrap program."
HARTFORD INVESTMENT FINANCIAL SERVICES COMPANY, INC. ("HIFSCO")
By:
---------------------------------------------------
Name: Xxxxx X. Xxxxxxxx
---------------------------------------------------
Title: Senior Vice President
---------------------------------------------------
Date:
---------------------------------------------------
BROKER-DEALER
By:
---------------------------------------------------
Name:
---------------------------------------------------
Title:
---------------------------------------------------
Date:
---------------------------------------------------
-10-
