EXHIBIT 3(b)
AMENDED AND RESTATED
PRINCIPAL UNDERWRITER AGREEMENT
THIS AGREEMENT made by and between Hartford Life Insurance Company and Hartford
Life and Annuity Insurance Company (collectively, the "Insurer" or the
"Sponsor") and Hartford Securities Distribution Company, Inc. ("Broker-Dealer").
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, which separate account(s) was/were
organized and is established and registered as a unit investment trust type
investment company(ies) ("UIT") with the Securities and Exchange Commission
under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, BROKER-DEALER offers to the public certain Flexible Premium Variable
Annuity Insurance Contracts (the "Contract") issued by each INSURER with respect
to the UIT units of interest thereunder which are registered under the
Securities Act of 1933, as amended ("1933 Act"); and
WHEREAS, BROKER-DEALER has previously agreed to act as distributor in connection
with offers and sales of the Contract under the terms and conditions set forth
in one or more Principal Underwriter Agreements (collectively, the "Underwriter
Agreements"); and
WHEREAS, the parties mutually desire to restate and replace the Underwriter
Agreements as more particularly described below.
NOW THEREFORE, in consideration of the mutual agreements made herein, the
parties mutually agree that the Underwriter Agreements be, and they hereby are
replaced and restated as follows:
I. BROKER-DEALER'S DUTIES
1. BROKER-DEALER will use its best efforts to effect offers and sales of a
Contract through broker-dealers that are members of the NASD and whose
registered representatives are duly licensed as insurance agents of INSURER.
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, NASD Conduct Rules,
as amended, arising out of its duties as principal underwriter of said Contract
and relating to the creation of a UIT.
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.
4. 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, as amended.
5. 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.
6. 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. The UIT agrees to advice BROKER-DEALER 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.
INSURER will furnish to BROKER-DEALER such information with respect to each
and the Contracts in such form and signed by such of its officers and directors
and BROKER-DEALER may reasonably request and will warrant that the statements
therein contained when so signed will be 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
Insurer shall reimburse BROKER-DEALER for all operating expenses associated with
the services provided on behalf of the UIT under this Agreement. No additional
compensation is payable hereunder.
IV. RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER
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 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 from June 2, 1986 and shall
continue in remain in effect from year to year unless terminated in accordance
with 7(b) below provided that its continuance is specifically approved at least
annually by a majority of the members of the Board of Directors of INSURER.
(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 INSURER on 60 days' prior written notice to BROKER-DEALER; (2)
shall immediately terminate in the event of its assignment and (3) may be
terminated by BROKER-DEALER on 60 days' prior written notice to INSURER, but
such termination will not be effective until INSURER shall have an agreement
with one or more persons to act as successor principal underwriter of the
Contracts. BROKER-DEALER hereby agrees that it will continue to act as successor
principal underwriter until its successor or successors assume such undertaking.
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 of , .
(Seal) HARTFORD LIFE INSURANCE COMPANY
BY:
Name:
Title:
HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
BY:
Name:
HARTFORD SECURITIES DISTRIBUTION
COMPANY, INC.
BY:
Name:
