PRINCIPAL UNDERWRITER AGREEMENT
THIS AGREEMENT, dated as of the _____________, 1995, made by and between ITT
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY ("XXX" or the "Sponsor"), a
corporation organized and existing under the laws of the State of Wisconsin,
and HARTFORD EQUITY SALES COMPANY, INC. ("HESCO"), a corporation organized
and existing under the laws of the State of Connecticut,
WITNESSETH:
WHEREAS, the Board of Directors of XXX has made provision for the
establishment of a separate account within XXX in accordance with the laws
of the State of Wisconsin, which separate account was organized and is
established and registered as a unit trust type investment company with the
Securities and Exchange Commission under the Investment Company Act of 1940,
as amended, and which is designated ICMG Registered Variable Life Separate
Account One of ITT Hartford Life and Annuity Insurance Company (referred to
as the "Unit Trust"); and
WHEREAS, HESCO offers to the public a certain Group Flexible Premium Variable
Life Insurance Policy (the "Policy") issued by XXX with respect to the Unit
Trust units of interest thereunder which are registered under the Securities
Act of 1933, as amended; and
WHEREAS, HESCO has previously agreed to act as distributor in connection with
offers and sales of the Policy under the terms and conditions set forth in
this Distribution Agreement.
NOW THEREFORE, in consideration of the mutual agreements made herein, the
Sponsor and HESCO agree as follows:
I.
HESCO'S DUTIES
1. HESCO, as principal underwriter for the Policy, will use its best
efforts to effect offers and sales of the Policy through broker-dealers
that are members of the National Association of Securities Dealers, Inc.
and whose registered representatives are duly licensed as insurance agents
of XXX. HESCO is responsible for compliance with all applicable
requirements of the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, and the Investment Company Act of 1940,
as amended, and the rules and regulations relating to the sales and
distribution of the Policy, the need for which arises out of its duties as
principal underwriter of said Policy and relating to the creation of the
Unit Trust.
2. HESCO agrees that it will not use any prospectus, sales literature, or
any other printed matter or material or offer for sale or sell the Policy
if any of the foregoing in any way represent the duties, obligations, or
liabilities of XXX as being greater than, or different
from, such duties, obligations and liabilities as are set forth in this
Agreement, as it may be amended from time to time.
3. HESCO agrees that it will utilize the then currently effective
prospectus relating to the Unit Trust's Policies in connection with its
selling efforts.
As to the other types of sales materials, HESCO agrees that it will use
only sales materials which conform to the requirements of federal and
state insurance laws and regulations and which have been filed, where
necessary, with the appropriate regulatory authorities.
4. HESCO agrees that it or its duly designed agent shall maintain records
of the name and address of, and the securities issued by the Unit Trust
and held by, every holder of any security issued pursuant to this
Agreement, as required by the Section 26(a)(4) of the Investment Company
Act of 1940, as amended.
5. HESCO's services pursuant to this Agreement shall not be deemed to be
exclusive, and it may render similar services and act as an underwriter,
distributor, or dealer for other investment companies in the offering of
their shares.
6. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of its obligations and duties hereunder on the part
of HESCO, HESCO shall not be subject to liability under a Policy for any
act or omission in the course, or connected with, rendering services
hereunder.
II.
1. The Unit Trust reserves the right at any time to suspend or limit the
public offering of the Policies upon 30 days' written notice to HESCO,
except where the notice period may be shortened because of legal action
taken by any regulatory agency.
2. The Unit Trust agrees to advice HESCO immediately:
(a) Of any request by the Securities and Exchange Commission for
amendment of its Securities Act registration statement or for
additional information;
(b) Of the issuance by the Securities and Exchange Commission of any
stop order suspending the effectiveness of the Securities Act
registration statement relating to units of interest issued with
respect to the Unit Trust or of the initiation of any proceedings
for that purpose;
(c) Of the happening of any material event, if known, which makes
untrue any statement in said Securities Act registration statement
or which requires change therein in order to make any statement
therein not misleading.
2.
XXX will furnish to HESCO such information with respect to the Unit
Trust and the Policies in such from and signed by such of its
officers and directors and HESCO may reasonable request and will
warrant that the statements therein contained when so signed will
be trust and correct. XXX will also furnish, from time to time,
such additional information regarding the Unit Trust's financial
condition as HESCO may reasonably request.
III.
COMPENSATION
For providing the principal underwriting functions on behalf of the Unit
Trust, HESCO shall be entitled to receive compensation as agreed upon from
time to time by XXX and HESCO.
IV.
RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER
HESCO may resign as a Principal Underwriter hereunder, upon 120 days' prior
written notice to XXX. However, such registration shall not become effective
until either the Unit Trust has been completely liquidated and the proceeds
of the liquidation distributed through XXX to the Policy Owners or a successor
Principal Underwriter has been designated and has accepted its duties.
V.
MISCELLANEOUS
1. This Agreement may not be assigned by any of the parties hereto without
the written consent of the other party.
2. All notices and other communications provided for hereunder shall be in
writing and shall be delivered by hand or mailed first class, postage
prepaid, addressed as follows:
(a) If to ICMG - Group Annuity Operations, 000 Xxxxxx Xxxxx, Xxxxx 000,
Xxxxxxx Xxxx, XX 00000.
(b) If to HESCO - Hartford Equity Sales Company, Inc., X.X. Xxx 0000,
Xxxxxxxx Xxxxxxxxxxx 00000.
or to such other address as HESCO or the Sponsor shall designate by
written notice to the other.
3. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall be deemed one
instrument, and an executed
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copy of this Agreement and all amendments hereto shall be kept on file
by the Sponsor and shall be open to inspection any time during the
business hours of the Sponsor.
4. This Agreement shall inure to the benefit of and be binding upon the
successor of the parties hereto.
5. This Agreement shall be construed and governed by and according to the
laws of the State of Connecticut.
6. This Agreement may be amended from time to time by the mutual agreement
and consent of the parties hereto.
7. (a) This Agreement shall become effective October 16, 1995 and shall
continue in effect for a period of two years from that date and,
unless sooner terminated in accordance with 7(b) below, shall
continue in effect from year to year thereafter provided that its
continuance is specifically approved at least annually by a
majority of the members of the Board of Directors of XXX.
(b) This Agreement (1) may be terminated at any time, without the
payment of any penalty, either by a vote of a majority of the
members of the Board of Directors of XXX on 60 days' prior written
notice to HESCO; (2) shall immediately terminate in the event of
its assignment and (3) may be terminated by HESCO on 60 days' prior
written notice to XXX, but such termination will not be effective
until XXX shall have policy with one or more persons to act as
principal underwriter of the Policies. HESCO hereby agrees that it
will continue to act as principal underwriter until its successor
or successors assume such undertaking.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
(Seal) ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
BY: _________________________
Xxxxxx X. Xxxxx
Senior Vice President
Attest: HARTFORD EQUITY SALES COMPANY, INC.
___________________ BY: ___________________________
Xxxxx Xxxxxx Xxxxxx Xxx
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