EXHIBIT 6
FORM OF PRINCIPAL UNDERWRITING AGREEMENT
Hartford MidCap Fund, Inc. (the "Company")
January____, 1998
Hartford Securities Distribution Company, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Re: PRINCIPAL UNDERWRITING AGREEMENT
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Ladies and Gentlemen:
The Company is a Maryland corporation registered as an investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"). The
Company has two classes of shares available for purchase: Class IA shares and
Class IB shares (individually the "Class IA shares" and "Class IB shares" and
collectively, the "Shares") representing interests in the Company. The Shares
are registered under the Securities Act of 1933, as amended (the "1933 Act") and
securities acts of various states and jurisdictions, where appropriate.
You have informed us that your company, Hartford Securities Distribution
Company, Inc. ("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 for the sale of Shares to insurance company separate
accounts ("Separate Accounts") and other accounts as agreed to between the
parties. 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 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 as determined pursuant to 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 purchasers 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. 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. COMPENSATION.
(a) SALES COMMISSIONS. You shall not be entitled to charge a sales
commission on the sale of Shares of the Company.
(b) RULE 12B-1 FEES. In accordance with the distribution plan
adopted pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plan") for
the Class IB shares, you will be entitled to be paid a distribution fee of up to
.25% of the average daily net assets of the Class IB shares.
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
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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 Separate Accounts, 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. 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:
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(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.
9. 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
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.
10. 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.
11. 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.
12. 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
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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.
13. 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.
14. SUSPENSION OF SALES. We reserve the right at all times to
suspend or limit the offering of the Shares to the Separate Accounts upon
written notice to you, and to reject any order in whole or in part.
15. 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.
16. 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,
Hartford MidCap Fund, Inc.
By:_________________________________
Print Name:_________________________
Its:________________________________
Agreed to and Accepted:
Hartford Securities Distribution Company, Inc.
By:__________________________
Print Name:__________________
Its:_________________________
Date:________________________
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