MASTER SELLING DEALER AGREEMENT
In accordance with this Agreement, Aeltus Capital, Inc. authorizes you
(_____________________________) to distribute shares of the series of Aetna
Series Fund, Inc. ("Fund") listed on Schedule A attached to this Agreement (the
"Portfolios"). We may periodically change the list of Portfolios by giving you
written notice of the change. We are the Portfolios' principal underwriter and,
as agent for the Portfolios, we offer to sell Portfolio shares to you on the
following terms:
1. Certain Defined Terms: As used in this Agreement, the term
"Prospectus" means the applicable prospectus and related statement of additional
information, whether in paper format or electronic format, included in the
Fund's then currently effective registration statement (or post-effective
amendment thereto), and any information that we or the Fund may issue to you as
a supplement to such prospectus or statement of additional information (a
"sticker"), all as filed with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933.
2. Purchases of Portfolio Shares for Sale to Customers: (a) In offering
and selling Portfolio shares to your customers, you agree to act as dealer for
your own account; you are not authorized to act as agent for us or for any
Portfolio, except as specified in paragraph 5(b) below.
(b) You agree to offer and sell Portfolio shares to your customers only
at the applicable public offering price in accordance with the Prospectus. If
your customer qualifies for a reduced sales charge pursuant to a special
purchase plan (for example, a quantity discount, right of accumulation or letter
of intent) as described in the Prospectus, you agree to offer and sell Portfolio
shares to your customer at the applicable reduced sales charge. You agree to
deliver or cause to be delivered to each customer, at or prior to the time of
any purchase of shares, a copy of the then current prospectus (including any
stickers thereto), unless you already have delivered a prospectus to the
customer, and to each customer who so requests, a copy of the then current
statement of additional information (including any stickers thereto).
(c) You agree to purchase Portfolio shares from us only to cover
purchase orders that you have already received from your customers, or for your
own investment. You also agree not to purchase any Portfolio shares from your
customers at a price lower than the applicable redemption price, determined in
the manner described in the Prospectus. You will not withhold placing customers'
orders so as to profit yourself as a result of such withholding (for example, by
a change in a Portfolio's net asset value from that used in determining the
offering price to your customers).
(d) We will accept your purchase orders only at the public offering
price applicable to each order, as determined in accordance with the Prospectus.
We will not accept from you a conditional order for Portfolio shares. All
purchase orders are subject to acceptance or rejection by us in our sole
discretion. We may, without notice, suspend
sales or withdraw the offering of Portfolio shares, or make a limited offering
of Portfolio shares.
(e) The purchase or redemption price per share will be the next net
asset value ("NAV") per share of the relevant Portfolio computed after your
receipt of a customer order, adjusted for the applicable sales charge, if any.
Orders you receive before the close of regular trading on the New York Stock
Exchange (usually 4:00 p.m.) will be priced at that day's NAV. You agree to
transmit orders to us as promptly as possible after the close of trading, but in
no event later than 9:30 a.m. the next business day.
(f) The placing of orders with us will be governed by instructions that
we will periodically issue to you. We must receive your payment on or before the
settlement date established in accordance with Rule 15c6-1 under the Securities
Exchange Act of 1934 (the "1934 Act"). If we do not receive your payment on or
before such settlement date, we may, without notice, cancel the sale, or, at our
option, sell the shares that you ordered back to the issuing Portfolio, and we
may hold you responsible for any loss suffered by us or the issuing Portfolio as
a result of your failure to make payment as required.
(g) You agree to comply with all applicable state and federal laws and
with the rules and regulations of authorized regulatory agencies thereunder. You
agree to offer and sell Portfolio shares only in states where you may legally
offer and sell such Portfolio's shares. You will not offer shares of any
Portfolio for sale unless you have been notified that such shares are registered
for sale under the applicable state and federal laws and the rules and
regulations thereunder.
(h) Certificates evidencing Portfolio shares are not available; any
transaction in Portfolio shares will be effected and evidenced by book-entry on
the records maintained by First Data Investor Services Group, Inc. ("First
Data"). A confirmation statement evidencing transactions in Portfolio shares
will be transmitted to you.
3. Your Compensation: (a) Your concession, if any, on your sales of
Portfolio shares will be as provided in the Prospectus or in the applicable
schedule of concessions issued by us and in effect at the time of our sale to
you. Upon written notice to you, we or any Portfolio may change or discontinue
any schedule of concessions, or issue a new schedule.
(b) If the Fund has adopted a plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (a "Plan"), we may make distribution payments to
you under the Plan. If a Portfolio does not have a currently effective Plan, we
or Aeltus Investment Management, Inc. may make distribution payments or service
payments to you from our own funds. Any payments will be made in the amount and
manner set forth in the Prospectus or in the applicable schedule issued by us
and then in effect. Upon written notice to you, we or any Portfolio may change
or discontinue any schedule of distribution payments or service payments, or
issue a new schedule. A schedule of distribution
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payments will be in effect with respect to a Plan only so long as the Fund's
Plan remains in effect.
(c) After the effective date of any change in or discontinuance of any
schedule of concessions, distribution payments, or service payments, or the
termination of a Plan, any concessions, distribution payments, or service
payments will be allowable or payable to you only in accordance with such
change, discontinuance, or termination. You agree that you will have no claim
against us or any Portfolio by virtue of any such change, discontinuance, or
termination. In the event of any overpayment by us of any concession,
distribution payment, or service payment, you will remit such overpayment.
(d) If any Portfolio shares sold to you by us under the terms of this
Agreement are redeemed by the issuing Portfolio or tendered for redemption by
the customer within seven (7) business days after the date of the confirmation
of your original purchase order for such shares, you agree (i) to refund
promptly to us the full amount of any concession, distribution payment, or
service payment allowed or paid to you on such shares, and (ii) if not yet
allowed or paid to you, to forfeit the right to receive any concession,
distribution payment, or service payment allowable or payable to you on such
shares. We will notify you of any such redemption within ten (10) days after the
date of the redemption.
4. Certain Types of Accounts: (a) You may instruct First Data to
register purchased shares in your name and account as nominee for your
customers. If you hold Portfolio shares as nominee for your customers, all
Prospectuses, proxy statements, periodic reports, and other printed material
will be sent to you, and all confirmations and other communications to
shareholders will be transmitted to you. You will be responsible for forwarding
such printed material, confirmations, and communications, or the information
contained therein, to all customers for whose account you hold any Portfolio
shares as nominee. However, we will be responsible for the costs associated with
your forwarding such printed material, confirmations, and communications. You
will be responsible for complying with all reporting and tax withholding
requirements with respect to the customers for whose account you hold any
Portfolio shares as nominee.
(b) With respect to accounts other than those accounts referred to in
paragraph 4(a) above, you agree to provide us with all information (including
certification of taxpayer identification numbers and back-up withholding
instructions) necessary or appropriate for us to comply with legal and
regulatory reporting requirements.
(c) Accounts opened or maintained pursuant to any system of the
National Securities Clearing Corporation ("NSCC") will be governed by applicable
NSCC rules and procedures and any agreement or other arrangement with us
relating to such system.
(d) If you hold Portfolio shares in an omnibus account for two or more
customers, you will be responsible for determining, in accordance with the
Prospectus, whether, and the extent to which, a contingent deferred sales charge
("CDSC") is applicable when the
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purchaser of Portfolio shares sells such shares, and you agree to transmit
immediately to us any CDSC to which such purchase was subject. You hereby
represent that if you hold Portfolio shares subject to a CDSC, you have the
capability to track and account for such charge, and we reserve the right, at
our discretion, to verify that capability by inspecting your tracking and
accounting system or otherwise.
5. Status as Registered Broker/Dealer: (a) Each party to this Agreement
represents to the other party that (i) it is registered as a broker/dealer under
the 1934 Act, (ii) it is qualified to act as a broker/dealer in the states where
it transacts business, and (iii) it is a member in good standing of the National
Association of Securities Dealers, Inc. ("NASD"). Each party agrees to maintain
its broker/dealer registration and qualifications and its NASD membership in
good standing throughout the term of this Agreement. Each party agrees to abide
by all of the NASD's rules and regulations, including the NASD's Conduct Rules
-- in particular, Section 2830 of such Rules, which section is deemed a part of
and is incorporated by reference in this Agreement. This Agreement will
terminate automatically without notice in the event that either party's NASD
membership is terminated.
(b) Nothing in this Agreement shall cause you to be our partner,
employee, or agent, or give you any authority to act for us or for any
Portfolio, except that you are deemed a Portfolio's agent for the limited
purpose of receiving orders for the purchase and sale of Portfolio shares.
Neither we nor any Portfolio shall be liable for any of your acts or obligations
as a dealer under this Agreement.
6. Information Relating to the Portfolios: (a) No person is authorized
to make any representations concerning shares of a Portfolio other than those
contained in the Fund's Prospectus. In buying Portfolio shares from us under
this Agreement, you will rely only on the representations contained in the
Prospectus. Upon your request, we will furnish you with a reasonable number of
copies of the Fund's current prospectus or statement of additional information
or both (including any stickers thereto).
(b) Any printed or electronic information that we furnish you (other
than the Prospectus and periodic reports) is our sole responsibility and not the
responsibility of the respective Portfolios. You agree that the Portfolios will
have no liability or responsibility to you with respect to any such printed or
electronic information. We or the respective Portfolio will bear the expense of
qualifying its shares under the state securities laws.
(c) You may not use any sales literature or advertising material
(including material disseminated through radio, television, or other electronic
media) concerning Portfolio shares, other than the printed or electronic
information referred to in paragraph 6(b) above, in connection with the offer or
sale of Portfolio shares without obtaining our prior written approval. Upon our
notifying you as such, you agree to discard immediately any outdated
prospectuses and advertising material. You may not distribute or make available
to investors any information that we furnish you marked "FOR INVESTMENT
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PROFESSIONAL USE ONLY" or that otherwise indicates that it is confidential or
not intended to be distributed to investors.
7. Indemnification: (a) We will indemnify and hold you harmless from
any claim, demand, loss, expense, or cause of action resulting from the
misconduct or negligence, as measured by industry standards, of us, our agents
and employees, in carrying out our obligations under this Agreement. Such
indemnification will survive the termination of this Agreement.
(b) You will indemnify and hold us harmless from any claim, demand,
loss, expense, or cause of action resulting from the misconduct or negligence,
as measured by industry standards, of you, your agents and employees, in
carrying out your obligations under this Agreement. Such indemnification will
survive the termination of this Agreement.
8. Customer Lists: We hereby agree that we shall not use any list of
your customers which may be obtained in connection with this Agreement for the
purpose of solicitation of any product or service without your express written
consent. However, nothing in this paragraph or otherwise shall be deemed to
prohibit or restrict us or our affiliates in any way from solicitations of any
product or service directed at, without limitation, the general public, any
segment thereof, or any specific individual, provided such solicitation is not
based upon such list.
9. Duration of Agreement: This Agreement, with respect to any Plan,
will continue in effect for one year from its effective date, and thereafter
will continue automatically for successive annual periods; provided, however,
that such continuance is subject to termination at any time without penalty if
the Plan is terminated in accordance with Rule 12b-1 under the Investment
Company Act of 1940 ("1940 Act"). This Agreement, other than with respect to a
Plan, will continue in effect from year to year after its effective date, unless
terminated as provided herein.
10. Amendment and Termination of Agreement: (a) We may amend any
provision of this Agreement by giving you written notice of the amendment.
Either party to this Agreement may terminate the Agreement without cause by
giving the other party at least thirty (30) days' written notice of its
intention to terminate. This Agreement will terminate automatically in the event
of its assignment (as defined in the 1940 Act), except that the Agreement may be
transferred to an affiliated broker/dealer of the undersigned upon our providing
you with written notice thereof.
(b) In the event that (i) an application for a protective decree under
the provisions of the Securities Investor Protection Act of 1970 is filed
against you; (ii) you file a petition in bankruptcy or a petition seeking
similar relief under any bankruptcy, insolvency, or similar law, or a proceeding
is commenced against you seeking such relief; or (iii) you are found by the SEC,
the NASD, or any other federal or state regulatory agency or authority to have
violated any applicable federal or state law, rule or regulation
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arising out of your activities as a broker/dealer or in connection with this
Agreement, this Agreement will terminate effective immediately upon our giving
notice of termination to you. You agree to notify us promptly and to immediately
suspend sales of Portfolio shares in the event of any such filing or violation,
or in the event that you cease to be a member in good standing of the NASD.
(c) Your or our failure to terminate this Agreement for a particular
cause will not constitute a waiver of the right to terminate this Agreement at a
later date for the same or another cause. The termination of this Agreement with
respect to any one Portfolio will not cause its termination with respect to any
other Portfolio.
11. Arbitration: In the event of a dispute, such dispute will be
settled by arbitration before arbitrators sitting in New York, New York in
accordance with the NASD's Code of Arbitration Procedure in effect at the time
of the dispute. The arbitrators will act by majority decision and their award
may allocate attorneys' fees and arbitration costs between us. Their award will
be final and binding between us, and such award may be entered as a judgment in
any court of competent jurisdiction.
12. Notices: All notices required or permitted to be given under this
Agreement shall be given in writing and delivered by personal delivery, by
postage prepaid mail, or by facsimile machine or a similar means of same day
delivery (with a confirming copy by mail). All notices to us shall be given or
sent to us at our offices located at ___________________________. All notices to
you shall be given or sent to you at the address specified by you below. Each of
us may change the address to which notices shall be sent by giving notice to the
other party in accordance with this paragraph 12.
13. Miscellaneous: This Agreement, as it may be amended from time to
time, shall become effective as of the date when it is accepted and dated below
by us. This Agreement is to be construed in accordance with the laws of the
State of Connecticut. This Agreement supersedes and cancels any prior agreement
between us, whether oral or written, relating to the sale of shares of the
Portfolios or any other subject covered by this Agreement. The captions in this
Agreement are included for convenience of reference only and in no way define or
limit any of the provisions of this Agreement or otherwise affect their
construction or effect.
Very truly yours,
Aeltus Capital, Inc.
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Please return two signed copies of this Agreement to Aeltus Capital, Inc. Upon
acceptance, one countersigned copy will be returned to you for your files.
Name of Firm
Address:
By
Authorized Officer
Name and Title (please print or type)
CRD#
ACCEPTED AND AGREED:
AELTUS CAPITAL, INC.
By
Dated:
