EXHIBIT e.
Form of Amended and Restated
Principal Underwriting Agreement
AMENDED AND RESTATED
PRINCIPAL UNDERWRITING AGREEMENT
Hartford Series Fund, Inc. (the "Company")
on behalf of
the Portfolios listed on Attachment A
August 1, 2002
Hartford Securities Distribution Company, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Re: PRINCIPAL UNDERWRITING AGREEMENT
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 investment portfolios
of the Company hereto. 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 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 compensation
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 Statements 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
as of August 1, 2002. 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 Series Fund, Inc.
By:
___________________________
Its:
Agreed to and Accepted:
Hartford Securities Distribution Company, Inc.
By:_________________________
Its:
Date: August 1, 2002
ATTACHMENT A
The following series of the Hartford Series Fund, Inc. are made a part of this
agreement:
Hartford Advisers HLS Fund
Hartford Bond HLS Fund
Hartford Capital Appreciation HLS Fund
Hartford Dividend and Growth HLS Fund
Hartford Focus HLS Fund
Hartford Global Advisers HLS Fund
Hartford Global Communications HLS Fund
Hartford Global Financial Services HLS Fund
Hartford Global Health HLS Fund
Hartford Global Leaders HLS Fund
Hartford Global Technology HLS Fund
Hartford Growth and Income HLS Fund
Hartford Growth HLS Fund
Hartford High Yield HLS Fund
Hartford Index HLS Fund
Hartford International Capital Appreciation HLS Fund
Hartford International Opportunities HLS Fund
Hartford International Small Company HLS Fund
Hartford MidCap HLS Fund
Hartford MidCap Value HLS Fund
Hartford Money Market HLS Fund
Hartford Mortgage Securities HLS Fund
Hartford Small Company HLS Fund
Hartford Stock HLS Fund
Hartford Value HLS Fund
Dated: August 1, 2002
