Exhibit e.2
Master Selling Dealer Agreement
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 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.
(f) 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.
(g) 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 PFPC Inc. ("PFPC"). 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 distribution and/or shareholder
services plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (a
"Plan"), we may make distribution and/or service payments to you under the
Plan(s). 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 and service 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.
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(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 PFPC 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 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
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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
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
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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 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.
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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 00 Xxxxx Xxxxx Xxxxxx, XX00, Xxxxxxxx,
Xxxxxxxxxxx 00000-0000. 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 Representative
_____________________________________________
Name and Title (please print or type)
CRD#_________________________________________
ACCEPTED AND AGREED:
AELTUS CAPITAL, INC.
By___________________________________________
Dated:__________________________
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SELLING DEALER AGREEMENT
SCHEDULE A
Effective November 29, 2000
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Aetna Series Fund, Inc. Portfolios offered in four classes of shares:
Class A, Class B, Class C and Class I.
o Aetna Money Market Fund
o Aetna Government Fund
o Aetna Bond Fund
o Aetna Balanced Fund
o Aetna Growth and Income Fund
o Aetna Technology Fund
o Aetna Value Opportunity Fund
o Aetna Growth Fund
o Aetna Small Company Fund
o Aetna International Fund
o Aetna Index Plus Large Cap Fund
o Aetna Index Plus Mid Cap Fund
o Aetna Index Plus Small Cap Fund
o Aetna Ascent Fund
o Aetna Crossroads Fund
o Aetna Legacy Fund
o Aetna Principal Protection Fund I (offered in Class A
and Class B only) (Closed for all sales effective
October 6, 1999)
o Aetna Principal Protection Fund II (offered in Class A and
Class B only) (Closed for all sales effective December 17, 1999)
o Aetna Principal Protection Fund III (offered in Class A and
Class B only) (Closed for all sales effective May 30, 2000)
o Aetna Principal Protection Fund IV (offered in Class A and
Class B only) (Closed for all sales effective September5, 2000)
o Aetna Index Plus Protection Fund I (offered in Class A and
Class B only) (Closed for all sales effective November 29, 2000)
Effective April 15, 1999 you will receive your dealer concession
commission twice each month for Class A, B, and C commissions. All trail
commissions will continue to be paid at month-end.
