EXECUTION COPY
PRINCIPAL UNDERWRITER AGREEMENT
THIS AGREEMENT, dated as of January 1, 2013 (this "Agreement") is made by and
among Hartford Life Insurance Company ("INSURER"), MML Distributors, LLC
("BROKERDEALER") and solely for the purpose of acknowledging Article III hereof,
Massachusetts Mutual Life Insurance Company ("BUYER").
WITNESSETH:
WHEREAS, the Board of Directors of INSURER has made provision for the
establishment of one or more separate accounts within INSURER in accordance with
the laws of the State of Connecticut, each of which was organized, established
and registered as a unit investment trust type investment company (each, a
"UIT") with the Securities and Exchange Commission (the "SEC") under the
Investment Company Act of 1940, as amended ("1940 Act"), such separate accounts
and products offered through such separate accounts, as listed on Schedule A;
and
WHEREAS, BROKER-DEALER has been appointed by INSURER to form selling groups of
duly licensed and registered third party broker-dealers (the "TPBs") to
distribute to the public certain group variable annuity products issued by the
INSURER (each, a "Contract") registered under the Securities Act of 1933, as
amended ("1933 Act").
NOW THEREFORE, in consideration of the mutual agreements made herein, the
parties mutually agree as follows:
I. BROKER-DEALER'S DUTIES
1. BROKER-DEALER shall have the right (but no obligation) to form selling
groups of TPBs to distribute the Contracts. In connection with its duties
as principal underwriter, BROKER-DEALER is responsible for compliance with
all applicable requirements of the 1933 Act, the Securities Exchange Act of
1934, as amended ("1934 Act"), the 1940 Act, and state and federal rules
and regulations relating to the sales and distribution of the Contract,
including without limitation, FINRA requirements. BROKER-DEALER shall not
assume any responsibility for continued compliance of the TPBs and their
associated persons with applicable laws, including federal and state
securities laws, insurance laws, and FINRA rules and requirements.
2. BROKER-DEALER agrees that it will not use any prospectus, sales literature,
or any other printed matter or material or offer for sale or sell the
Contract if any of the foregoing in any way represent the duties,
obligations, or liabilities of INSURER 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. BROKER-DEALER agrees that it will utilize the then currently effective
prospectus relating to a UIT's Contracts in connection with its selling
efforts. As to the other types of sales materials, BROKER-DEALER agrees
that it will use only sales materials which conform to the
requirements of federal, state and/or self regulatory organization laws and
regulations and which have been filed, where necessary, with the appropriate
regulatory authorities.
1. From and after the date hereof, BROKER-DEALER agrees that it or its duly
designated agent shall maintain records of the name and address of, and the
securities issued by each UIT and held by, every holder of any security
issued pursuant to this Agreement, as required by the Section 26(a)(4) of
the 1940 Act.
2. BROKER-DEALER'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.
3. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of its obligations and duties hereunder on the part of
BROKER-DEALER, BROKER-DEALER shall not be subject to liability under a
Contract for any act or omission in the course, or connected with,
rendering services hereunder.
II. UIT AND INSURER OBLIGATIONS
1. The UIT reserves the right at any time to suspend or limit the public
offering of the Contracts upon 30 days' written notice to BROKER-DEALER,
except where the notice period may be shortened because of legal action
taken by any regulatory agency.
2. INSURER has prepared or caused to be prepared in accordance with applicable
laws registration statements describing the Contracts, together with
exhibits thereto (the "Registration Statements"). The Registration
Statements include prospectuses (the "Prospectuses") for the Contracts.
3. The UITs and INSURER agree to advise BROKER-DEALER immediately:
(a) Of any request by the SEC for amendment of its Registration
Statement or for additional information;
(b) Of the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement relating to units of
interest issued with respect to the UIT or of the initiation of any
proceedings for that purpose;
(c) Of any other action of the SEC or any authorities of any state or
territory, of which it is aware, affecting registration or
qualification of the UIT, or rights to offer the Contracts for sale;
and
(d) Of the happening of any material event, if known, which makes untrue
any statement in said Registration Statement or which requires a
change therein in order to make any statement therein not misleading.
If any event shall occur as a result of which it is necessary to amend or
supplement the Registration Statements in order to make the statements therein,
in light of the circumstances under which they were or are made, true, complete
or not misleading, INSURER shall forthwith
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prepare and furnish to BROKER-DEALER, without charge, amendments or supplements
to the Registration Statements sufficient to make the statements made in the
Registration Statements as so amended or supplemented true, complete and not
misleading in light of the circumstances under which they were made.
INSURER will furnish to BROKER-DEALER such information with respect to each
Contract in such form and signed by such of its officers and directors as
BROKER-DEALER may reasonably request and will warrant that the statements
therein contained when so signed are true and correct. INSURER will also
furnish, from time to time, such additional information regarding the UIT's
financial condition as BROKER-DEALER may reasonably request.
III. COMPENSATION
The parties acknowledge that, under the Reinsurance Agreement dated January 1,
2013 (the "Reinsurance Agreement") by and between INSURER and BUYER, INSURER is
obliged to pay to BUYER Recoverables (as defined in the Reinsurance Agreement)
that it receives from Hartford Securities Distribution Company, Inc. (such
Recoverables, "HSD Revenue"). BROKER-DEALER may, by written notice to INSURER,
require INSURER to pay BROKERDEALER, as compensation for its services hereunder,
all or any part of the HSD Revenue. BUYER acknowledges that any payments of HSD
Revenue to BROKER-DEALER hereunder shall extinguish INSURER's obligation to pay
such HSD Revenue to BUYER under the Reinsurance Agreement.
IV. RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER
To the extent permitted under the Reinsurance Agreement, BROKER-DEALER may
resign as a Principal Underwriter hereunder, upon 120 days' prior written notice
to INSURER. However, such resignation shall not become effective until either
the UIT has been completely liquidated and the proceeds of the liquidation
distributed through INSURER to the Contract 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 each respective party as each party may designate in
writing from time to time.
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 copy of this Agreement and all amendments
hereto shall be kept on file by INSURER and shall be open to inspection any
time during the business hours of INSURER.
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 New York (without regard to conflict of laws principles
that might lead to the application of the laws of another jurisdiction).
6. This Agreement may be modified according to the mutual agreement and
consent of the parties hereto, consent not to be unreasonably withheld by
either party.
7. This Agreement shall become effective from the date first written above and
shall continue and remain in effect until its automatic termination in the
event of (a) its assignment or
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(b) the termination of the Reinsurance Agreement, provided that its
continuance is specifically approved at least annually by a majority of the
members of the board of directors of INSURER.
8. INSURER shall use its reasonable best efforts to procure that the
continuance of this Agreement is specifically approved at least annually by
a majority of the members of its board of directors pursuant to paragraph
7(b) of this Article V. If this Agreement is terminated as a result of the
failure of a majority of the members of the board of directors of INSURER
to approve its continuance, INSURER shall use its reasonable best efforts
to secure an arrangement reasonably satisfactory to BROKER-DEALER under
which BROKER-DEALER would, in compliance with applicable law, obtain the
benefits and assume the obligations and bear the economic burdens of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the date first written above.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Sr. Vice President
Principal Underwriter Agreement Signature Page
MML DISTRIBUTORS, LLC:
By: /s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxxx
Title Chief Executive Officer & President
Principal Underwriter Agreement Signature Page
SOLELY FOR THE PURPOSE OF ACKNOWLEDGING
ARTICLE III:
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Senior Vice President
Principal Underwriter Agreement Signature Page
SCHEDULE A LIST OF SEPARATE ACCOUNTS AND PRODUCTS OFFERED THROUGH SUCH SEPARATE
ACCOUNTS
FILE TYPE FILE NUMBER PRODUCT NAME
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DC VARIABLE ACCOUNT I
N-4 033-19944 HV-1915 -- Group Variable Annuity Contracts
N-4 033-19944 HV-2138 -- Group Variable Annuity Contracts
N-4 033-19947 HV-1009 -- Group Variable Annuity Contracts
SEPARATE ACCOUNT TWO
N-4 033-19949 HV-1009 -- Group Variable Annuity Contracts
N-4 033-59541 HV-2025 -- Group Variable Annuity Contracts for Section 403(b) or 408 Plans
N-4 033-19946 HV-1524 -- Group Variable Annuity Contracts (Xxxxxxx & White)
N-4 033-19943 HV-1531 -- NQ Variable Account
N-4 033-19948 HV-1008 -- Variable Account QP
SEPARATE ACCOUNT ELEVEN
N-4 333-72042 HV-3574 -- PremierSOLUTIONS Standard
N-4 333-72042 HV-5244 -- PremierSOLUTIONS Standard (Series II)
N-4 333-72042 HV-5795 -- PremierSOLUTIONS Standard (Series A)
N-4 333-72042 HV-6779 -- PremierSOLUTIONS Standard (Series A-II)
N-4 333-72042 HV-5776 -- PremierSOLUTIONS Cornerstone
N-4 333-72042 HV-6775 -- PremierSOLUTIONS Cornerstone (Series II)
N-4 333-72402 HV-3572 -- PremierSOLUTIONS State of Connecticut
N-4 333-72042 HV-3573 -- PremierSOLUTIONS Chicago Public Schools
N-4 333-72042 HV-4899 -- PremierSOLUTIONS New Jersey Institutions of Higher Education
N-4 333-72042 HV-7969 -- State of Iowa Retirement Investors Club 403(b)
N-4 333-145655 HV-3739 -- Group Variable Annuity Contracts
N-4 333-151805 HV-6776 -- Premier Innovations(SM)
N-4 333-151805 HV-6778 -- Premier Innovations(SM) (Series II)
N-4 333-151805 HV-6777 -- Hartford 403(b) Cornerstone Innovations (SM)
SEPARATE ACCOUNT TWELVE
S-6 333-114401 HV-4824 -- Group Variable Funding Agreements -- The XXXX Program
S-6 333-114404 HV-4900 -- Group Variable Funding Agreements -- The XXXX Program
Schedule A-1
