EXHIBIT 99.e(i)
PRINCIPAL UNDERWRITING AGREEMENT
The ITT Hartford Mutual Funds, Inc. (the "Company")
on behalf of
ITT Hartford Capital Appreciation Fund
ITT Hartford Dividend and Growth Fund
ITT Hartford International Opportunities Fund
ITT Hartford Small Company Fund
ITT Hartford Stock Fund
ITT Hartford Advisers Fund
ITT Hartford Bond Income Strategy Fund
ITT Hartford Money Market Fund
July 22, 1996
Hartford Securities Distribution Company, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Re: Underwriting Agreement
Gentlemen:
The Company is a Maryland corporation registered as an investment company
under the Investment Company Act of 1940, as amended (the "1940 Act") and has
shares of capital stock (hereinafter the "Shares") representing interests in
investment portfolios of the Company hereto (individually the "Fund" and
collectively the "Funds") which are registered under the Securities Act of 1933,
as amended (the "1933 Act") and securities acts of various states and
jurisdictions.
You have informed us that your company, Hartford Securities Distribution
Company ("HSD"), is registered as a broker-dealer under the provisions of the
Securities Exchange Act of 1934 (the "1934 Act") and that HSD is a member in
good standing of the National Association of Securities Dealers, Inc. You have
indicated your desire to become the exclusive selling agent and principal
underwriter for the Company. We have been authorized to execute and deliver this
Agreement to you, which Agreement has been approved by a vote of a majority of
the company's directors (the "Directors") who are not parties to such Agreement
or "interested persons" of any party thereto, cast in person at a meeting called
for the purpose of voting on the Approval of this Agreement.
1. Appointment of Underwriter. Upon the execution of this Agreement
and in consideration of the agreements on your part herein expressed and upon
the terms and conditions set forth herein, we hereby appoint you as the
exclusive sales agent for distribution of the Shares (other than sales made
directly by the Company without sales charge) and agree that we will deliver to
you such shares as you may sell. You agree to use your best efforts to promote
the sale of the Shares, but you are not obligated to sell any specific number of
the Shares.
2. Independent Contractor. You will undertake and discharge your
obligations hereunder as an independent contractor and shall have no authority
or power to obligate or bind the Company by your actions, conduct, or contracts,
except that you are authorized to accept orders for the purchase or repurchase
of the Shares as our agent. You may appoint sub-agents or distribute the Shares
through dealers (or otherwise) as you may determine necessary or desirable from
time to time. This Agreement shall not, however, be construed as authorizing any
dealer or other person to accept orders for sale or repurchase on our behalf or
to otherwise act as our agent for any purpose.
3. Offering Price. Shares shall be offered for sale at a price
equivalent to their net asset value plus, as appropriate, a variable percentage
of the public offering price as a sales load, as set forth in the Company's
Prospectus for the Shares, as amended from time to time. On each business day on
which the New York Stock Exchange is open for business, we will furnish you with
the net asset value of the Shares, which shall be determined and become
effective as of the close of business of the New York Stock Exchange on that
day. The net asset value so determined shall apply to all orders for the
purchase of the Shares received by dealers prior to such determination, and you
are authorized in your capacity as our agent to accept orders and confirm sales
at such net asset value; provided that, such dealers notify you of the time when
they received the particular order and that the order is placed with you prior
to your close of business on the day on which the applicable net asset value is
determined. To the extent that our Shareholder Servicing and Transfer Agent
(collectively "Agent") and the Custodian(s) for any pension, profit-sharing,
employer or self-employed plan receive payments on behalf of the investors, such
Agent and Custodian(s) shall be required to record the time of such receipt with
respect to each payment, and the applicable net asset value shall be that which
is next determined and effective after the time of receipt by them. In all
events, you shall forthwith notify all of the dealers comprising your selling
group and the Agent and Custodian(s) of the effective net asset value as
received from us. Should we at any time calculate our net asset value more
frequently than once each business day, you and we will follow procedures with
respect to such additional price or prices comparable to those set forth above
in this Section 3.
4. Sales Commission. (a) You shall be entitled to charge a sales
commission on the sale of certain classes of Shares in the amount set forth in
the Company's Prospectus (including any supplements or amendments thereto) then
in effect under the 1933 Act and the 1940 Act. Such commission (subject to any
quantity or other discounts or eliminations of commission as set forth in our
then currently effective Prospectus) shall be an amount mutually agreed upon by
the Company and HSD and shall be equal to the difference between the net asset
value and the public offering price of the Shares.
(b) In addition, in accordance with the distribution plans adopted
pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plans") for certain
classes of Shares, you will be entitled to be paid a sales commission not
exceeding the product of the price received by the Company for sales of its
Shares (excluding reinvestment of dividends and distributions) multiplied by the
percentage set forth in the Prospectus and mutually agreed to by the Company and
HSD from time to time. In connection with the Shares, you may also be entitled
to be paid by the Company an interest fee (calculated in accordance with the
Prospectus and the Distribution Plan). Payment of the sales commissions and
separate interest fee, if applicable, shall be spread over a period of time and
shall be paid in the manner described in such Prospectus and the Distribution
Plan.
(c) In addition to the payments of the sales commissions to you
provided for in paragraphs 4(a) and 4(b), you may also receive reimbursement for
expenses or a maintenance or trail fee as may be required by and described in
the Distribution Plans adopted by the Company for the various classes of Shares.
(d) You may allow appointed sub-agents or dealers such commissions
or discounts (not exceeding the total sales commission) as you shall deem
advisable, so long as any such commissions or discounts are set forth in the
Company's then current Prospectus, to the extent required by the applicable
federal and state securities laws.
5. Payment for Shares. At or prior to the time of delivery of any of
our Shares you will pay or cause to be paid to the Custodian, for our account,
an amount in cash equal to the net asset value of such Shares. In the event that
you pay for shares sold by you prior to your receipt of payment from purchasers,
you are authorized to reimburse yourself for the net asset value of such Shares
from the offering price of such Shares when received by you.
6. Registration of Shares. No Shares shall be registered on our
books until (i) receipt by us of your written request therefor; (ii) receipt by
the Custodian and Agent of a certificate signed by an officer of the Company
stating the amount to be received therefor; and (iii) receipt of payment of that
amount by the Custodian. We will provide for the recording of all Shares
purchased in unissued form in "book accounts," unless a request in writing for
certificates (if available) is received by the Agent, in which case certificates
for Shares in such names and amounts as is specified in such writing will be
delivered by the Agent, as soon as practicable after registration thereof on the
books.
7. Purchases for Your Own Account. You shall not purchase Shares for
your own account for purposes of resale to the public, but you may purchase
Shares for your own investment account upon your written assurance that the
purchase is for investment purposes only and that the Shares will not be resold
except through redemption by us.
8. Sale of Shares to Affiliates. You may sell the Shares at net
asset value, plus a varying sales charge as appropriate, pursuant to a uniform
offer described in the
Company's current Prospectus (i) to our Directors and officers, our investment
manager and its affiliates, and/or any sub-adviser to the Company, or your
company or affiliated companies thereof, (ii) to the bona fide, full time
employees or sales representatives of any of the foregoing, (iii) to any trust,
pension, profit-sharing, or other benefit plan for such persons, or (iv) to any
other person set forth in the Company's then current Prospectus; provided that
such sales are made in accordance with the rules and regulations under the 1940
Act and that such sales are made upon the written assurance of the purchaser
that the purchases are made for investment purposes only, not for the purpose of
resale to the public and that the Shares will not be resold except through
redemption by us.
9. Allocation of Expenses. (a) We will pay the following expenses in
connection with the sales and distribution of Shares of the Company:
(i) expenses pertaining to the preparation of our audited and
certified financial statements to be included in any
amendments ("Amendments") to our Registration Statements under
the 1933 Act, including the Prospectuses and Statements of
Additional Information included therein;
(ii) expenses pertaining to the preparation (including legal
fees) and printing of all Amendments or supplements filed with
the Securities and Exchange Commission, including the copies
of the Prospectuses and Statements of Additional Information
included in the Amendments and the first ten (10) copies of
the definitive Prospectuses and Statements of Additional
Information or supplements thereto, other than those
necessitated by or related to your (including your "Parent")
activities where such amendments or supplements result in
expenses which we would not otherwise have incurred;
(iii) expenses pertaining to the preparation, printing, and
distribution of any reports or communications, including
Prospectuses and Statements of Additional Information, which
are sent to our existing shareholders;
(iv) filing and other fees to federal and state securities
regulatory authorities necessary to register and maintain
registration of the Shares; and
(v) expenses of the Agent, including all costs and expenses in
connection with the issuance, transfer and registration of the
Shares, including but not limited to any taxes and other
governmental charges in connection therewith.
(b) Except to the extent that you are entitled to reimbursement
under the provisions of any of the Distribution Plans for the Company, you will
pay the following expenses:
(i) expenses of printing additional copies of the Prospectuses
and Statement of Additional Information and any amendments or
supplements thereto which are necessary to continue to offer
our shares to the public;
(ii) expenses pertaining to the preparation (excluding legal
fees) and printing of all amendments and supplements to our
Registration Statements if the Amendment or supplement arises
from or is necessitated by or related to your (including your
"Parent") activities where those expenses would not otherwise
have been incurred by us; and
(iii) expenses pertaining to the printing of additional
copies, for use by you as sales literature, of reports or
other communications which have been prepared for distribution
to our existing shareholders or incurred by you in
advertising, promoting and selling our Shares to the public.
10. Furnishing of Information. We will furnish to you such
information with respect to our Company and its Shares, in such form and signed
by such of our officers as you may reasonably request, and we warrant that the
statements therein contained when so signed will be true and correct. We will
also furnish you with such information and will take such action as you may
reasonably request in order to qualify our Shares for sale to the public under
the Blue Sky Laws or in jurisdictions in which you may wish to offer them. We
will furnish you at least annually with audited financial statements of our
books and accounts certified by independent public accountants, and with such
additional information regarding our financial condition, as you may reasonably
request from time to time.
11. Conduct of Business. Other than currently effective Prospectuses
and Statements of Additional Information, you will not issue any sales material
or statements except literature or advertising which conforms to the
requirements of federal and state securities laws and regulations and which have
been filed, where necessary, with the appropriate regulatory authorities. You
will furnish us with copies of all such material prior to their use and no such
material shall be published if we shall reasonably and promptly object.
You shall comply with the applicable federal and state laws and
regulations where our Shares are offered for sale and conduct your affairs with
us and with dealers, brokers, or investors in accordance with the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.
12. Redemption or Repurchase within Seven Days. If Shares are
tendered to us for redemption or are repurchased by us within seven (7) business
days after your acceptance of the original purchase order for such shares, you
will immediately refund to us the full amount of any sales commission (net of
allowances to dealers or brokers) allowed to you on the original sale, and will
promptly, upon receipt thereof, pay to us any refunds from dealers or brokers of
the balance of sales commissions reallowed by you. We shall notify you of such
tender for
redemption within ten (10) days of the day on which notice of such tender for
redemption is received by us.
13. Other Activities. Your services pursuant to this Agreement shall
not be deemed to be exclusive, and you may render similar services and act as an
underwriter, distributor or dealer for other investment companies in the
offering of their shares.
14. Term of Agreement. This Agreement shall become effective on the
date of its execution and shall remain in effect for a period of two (2) years
from the date of this Agreement. This Agreement shall continue annually
thereafter for successive one (1) year periods if approved at least annually (i)
by a vote of a majority of the outstanding voting securities of the Company or
by a vote of the Directors of the Company, and (ii) by a vote of a majority of
the Directors of the Company who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on this Agreement.
15. Termination. This Agreement: (i) may be terminated at any time
without the payment of any penalty, either by vote of the Directors of the
Company or by a vote of a majority of the outstanding voting securities of the
Company, on sixty (60) days' written notice to you; (ii) shall terminate
immediately in the event of its assignment; and (iii) may be terminated by you
on sixty (60) days' written notice to us.
16. Suspension of Sales. We reserve the right at all times to
suspend or limit the public offering of the Shares upon written notice to you,
and to reject any order in whole or in part.
17. Miscellaneous. This Agreement shall be subject to the laws of
the State of Connecticut and shall be interpreted and construed to further and
promote the operation of the Company as an open-end investment company. As used
herein, the terms "Net Asset Value," "Offering Price," "Investment Company,"
"Open-End Investment Company," "Assignment," "Principal Underwriter,"
"Interested Person," and "Majority of the Outstanding Voting Securities," shall
have the meanings set forth in the 1933 Act and the 1940 Act, as applicable, and
the rules and regulations promulgated thereunder.
18. Liability. Nothing contained herein shall be deemed to protect
you against any liability to us or to our shareholders to which you would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder.
If the foregoing meets with your approval, please acknowledge your
acceptance by signing below whereupon this shall constitute a binding agreement
as of the date first above written.
Very truly yours,
ITT Hartford Mutual Funds, Inc.
on behalf of:
ITT Hartford Capital Appreciation Fund
ITT Hartford Dividend and Growth Fund
ITT Hartford International Opportunities Fund
ITT Hartford Small Company Fund
ITT Hartford Stock Fund
ITT Hartford Advisers Fund
ITT Hartford Bond Income Strategy Fund
ITT Hartford Money Market Fund
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Print Name: Xxxxxx X. Xxxxxx
---------------------------------
Its: Vice President
-----------------------------------------
Agreed to and Accepted:
Hartford Securities Distribution Company, Inc.
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Print Name: Xxxxx X. Xxxxxxx
-------------------------
Its: Vice President
--------------------------------
