PRINCIPAL UNDERWRITER AGREEMENT
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THIS AGREEMENT, dated as of [DATE], made by and between Hartford Life And
Annuity Insurance Company ("Hartford" or the "Sponsor"), a corporation
organized and existing under the laws of the State of Connecticut, and
Hartford Securities Distribution Company, Inc. ("HSD"), a corporation
organized and existing under the laws of the State of Connecticut,
WITNESSETH:
WHEREAS, the Board of Directors of Hartford has made provision for the
establishment of a separate account within Hartford in accordance with the
laws of the State of Connecticut, which separate account was organized and is
established and registered as a unit investment trust type investment company
with the Securities and Exchange Commission under the Investment Company Act
of 1940 ("1940 Act"), as amended, and which is designated Separate Account
Seven (referred to as the "UIT"); and
WHEREAS, HSD offers to the public a certain Flexible Premium Variable Annuity
Contract (the "Contract") issued by Hartford with respect to the UIT units of
interest thereunder which are registered under the Securities Act of 1933
("1933 Act"), as amended; and
WHEREAS, HSD is agreeing to act as distributor in connection with offers and
sales of the Contract under the terms and conditions set forth in this
Principal Underwriter Agreement.
NOW THEREFORE, in consideration of the mutual agreements made herein,
Hartford and HSD agree as follows:
I.
HSD'S DUTIES
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1. HSD, will use its best efforts to effect offers and sales of the Contract
through registered representatives that are members of the National
Association of Securities Dealers, Inc. and who are duly licensed as
insurance agents of Hartford. HSD is responsible for compliance with all
applicable requirements of the 1933 Act, as amended, the Securities
Exchange Act of 1934 ("1934 Act"), as amended, and the 1940 Act, as
amended, and the rules and regulations relating to the sales and
distribution of the Contract, the need for which arises out of its duties
as principal underwriter of said Contract and relating to the creation of
the UIT.
2. HSD 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
or liabilities of Hartford as being greater than, or
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different from, such duties, obligations and liabilities as are set forth
in this Agreement, as it may be amended from time to time.
3. HSD agrees that it will utilize the then currently effective prospectus
relating to the UIT's Contracts in connection with its selling efforts.
As to the other types of sales materials, HSD 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. HSD agrees that it or its duly designated agent shall maintain records of
the name and address of, and the securities issued by the 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, as amended.
5. HSD'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
HSD, HSD shall not be subject to liability under a Contract for any act or
omission in the course, or connected with, rendering services hereunder.
II.
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 HSD, except
where the notice period may be shortened because of legal action taken
by any regulatory agency.
2. The UIT agrees to advise HSD immediately:
(a) Of any request by the Securities and Exchange Commission for
amendment of its 1933 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 1933 Act
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 the happening of any material event, if known, which makes
untrue any statement in said 1933 Act registration statement or
which requires a change therein in order to make any statement
therein not misleading.
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Hartford will furnish to HSD such information with respect to the UIT
and the Contracts in such form and signed by such of its officers and
directors and HSD may reasonably request and will warrant that the
statements therein contained when so signed will be true and correct.
Hartford will also furnish, from time to time, such additional
information regarding the UIT's financial condition as HSD may
reasonably request.
III.
COMPENSATION
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Hartford is obligated to reimburse HSD for all operating expenses associated
with the services provided on behalf of the UIT under this Principal
Underwriter Agreement.
IV.
RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER
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HSD may resign as a Principal Underwriter hereunder, upon 120 days' prior
written notice to Hartford. However, such resignation shall not become
effective until either the UIT has been completely liquidated and the
proceeds of the liquidation distributed through Hartford to the Contract
owners or a successor Principal Underwriter has been designated and has
accepted its duties.
V.
MISCELLANEOUS
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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 Hartford - Hartford Life and Annuity Insurance Company,
X.X. Xxx 0000, Xxxxxxxx, Xxxxxxxxxxx 00000.
(b) If to HSD - Hartford Securities Distribution Company, Inc.,
X.X. Xxx 0000, Xxxxxxxx, Xxxxxxxxxxx 00000.
or to such other address as HSD or Hartford shall designate by written
notice to the other.
3. This Agreement may be executed in any number of counterparts, each of
which shall be
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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 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 [DATE] 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 Hartford.
(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 Hartford on 60 days' prior
written notice to HSD; (2) shall immediately terminate in the
event of its assignment and (3) may be terminated by HSD on 60
days' prior written notice to Hartford, but such termination will
not be effective until Hartford shall have an agreement with one
or more persons to act as successor principal underwriter of the
Contracts. HSD hereby agrees that it will continue to act as
successor principal underwriter until its successor or successors
assume such undertaking.
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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.
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
BY: ______________________________________
Xxxxx X. Xxx
Senior Vice President and Treasurer
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.
BY: ______________________________________
Xxxxxx Xxx
Controller
(SEAL)
Attest:
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