EXHIBIT (b)3
PRINCIPAL UNDERWRITER AGREEMENT
THIS AGREEMENT, dated as of the 1st day of April, 1988, made by and
between HARTFORD LIFE INSURANCE COMPANY ("the Hartford"), a corporation
organized and existing under the laws of the State of Connecticut, and
HARTFORD EQUITY SALES COMPANY, INC. ("HESCO"), a corporation organized and
existing under the laws of the State of Connecticut,
WITNESSETH:
WHEREAS, the Board of Directors of the Hartford has made provision for
the establishment of separate accounts within the Hartford in accordance with
the laws of the State of Connecticut, which separate accounts were organized
and are established and registered as unit investment trust investment
companies with the Securities and Exchange Commission under the Investment
Company Act of 1940, as amended, and which are designated Hartford Life
Insurance Company DC Variable Account-I, Hartford Life Insurance Company
Separate Account Two (DC Variable Account-II), Hartford Life Insurance
company Separate Account Two (Variable Account A), Hartford Life Insurance
Company Separate Account Two (QP Variable Account) and Hartford Life
Insurance Company Separate Account Two (NQ Variable Account), (referred to
collectively as the "Separate Accounts"); and
WHEREAS, HESCO offers to the public certain Individual and Group Annuity
Contracts (the "Contracts") issued by the Hartford with respect to the
Separate Accounts and which are registered under the Securities Act of 1933,
as amended; and
WHEREAS, the Contracts authorize the Contract Owners of such Contracts
to direct that part or all of the net purchase payments to their Contract
shall be invested in shares of one or more of the underlying mutual funds
which are sponsored by the Hartford ("the Fund or Funds"). The Funds are
registered as open-end, diversified, management investment companies under
the Investment Company Act of 1940, as amended; and
WHEREAS, HESCO has previously agreed to act as distributor in connection
with offers and sales of the Contracts under the terms and conditions set forth
in this Distribution Agreement.
NOW THEREFORE, in consideration of the mutual agreements made herein, the
Hartford and HESCO agree as follows:
I.
HESCO'S DUTIES
1. HESCO, as principal underwriter for the Contracts, will use its best
efforts to effect offers and sales of the Contracts through broker-dealers
that are members of the National Association of Securities Dealers, Inc. and
whose registered representatives are duly licensed as insurance agents of the
Hartford. HESCO is responsible for compliance with all applicable
requirements of the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as
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amended, and the rules and regulations thereunder, and all other applicable
laws, rules and regulations thereunder, and all other applicable laws, rules
and regulations relating to the sales and distribution of the Contracts, the
need for which arises out of its duties as principal underwriter of said
Contracts and relating to the creation of the Separate Accounts.
2. HESCO agrees that it will not use any prospectus, sale literature,
or any other printed matter or material or offer for sale or sell any
Contract if any of the foregoing in any way represent the duties,
obligations, or liabilities of the Hartford 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. HESCO agrees that it will utilize the then currently effective
prospectuses relating to the Separate Accounts' variable annuity contracts in
connection with its selling efforts.
As to the other types of sales materials, HESCO agrees that it will use
only sales materials which conform to the requirements of federal and state
insurance laws and regulations which have been filed, where necessary, with
the appropriate regulatory authorities.
4. HESCO agrees that it or its duly designated agent shall maintain
records of the name and address of, and the securities issued by the Separate
Accounts and held by, every holder of any security issued pursuant to this
Agreement, as required by Section 26(a)(4) of the Investment Company Act of
1940, as amended.
5. HESCO'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
HESCO, HESCO shall not be subject to liability to the Separate Accounts or to
any Contract Owner or party in interest under a Contract for any act or
omission in the course, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security.
II.
1. The Separate Accounts reserve the right at any time to suspend or
limit the public offering of variable annuity contracts upon thirty days'
written notice to HESCO, except where the notice period may be shortened
because of legal action taken by any regulatory agency.
2. The Separate Accounts agree to advise HESCO immediately:
(a) Of any request by the Securities and Exchange Commission for
amendment of its Securities Act registration statements or for additional
information;
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(b) Of the issuance by the Securities and Exchange Commission of
any stop order suspending the effectiveness of the Securities Act
registration statement relating to the Separate Accounts 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 Securities Act registration statements or which
requires change therein in order to make any statement therein not
misleading.
The Separate Accounts will furnish to HESCO such information with
respect to the Separate Accounts and the variable annuity contracts in such
form and signed by such of its officers and directors of the Separate
Accounts as HESCO may reasonably request and will warrant that the statements
therein contained when so signed will be true and correct. The Separate
Accounts will also furnish, from time to time, such additional information
regarding the Separate Accounts' financial condition as HESCO may reasonably
request.
III.
COMPENSATION
For providing the principal underwriting functions on behalf of the
Separate Accounts, HESCO shall be entitled to receive compensation as agreed
upon from time to time by the Hartford and HESCO.
IV.
RESIGNATION AND REMOVAL OF
PRINCIPAL UNDERWRITER
HESCO may resign as Principal Underwriter hereunder, upon 120 days'
prior written notice to the Hartford. However, such resignation shall not
become effective until either the Separate Accounts have been completely
liquidated and the proceeds of the liquidation distributed through the
Separate Accounts 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
pre-paid, addressed as follows:
(a) If to the Hartford - Hartford Life Insurance Company, X.X. Xxx
0000, Xxxxxxxx, Xxxxxxxxxxx 00000-0000
(b) If to HESCO - Hartford Equity Sales Company, Inc., Hartford,
Connecticut 06104-2999
or to such other address as HESCO, or the Hartford shall designate by written
notice to the other.
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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 Hartford and shall be open to inspection at any
time during the business hours of the Hartford.
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. This Amended and Restated Agreement shall supersede all prior
agreements among the parties hereto relating to the same subject matter.
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.
(SEAL) HARTFORD LIFE INSURANCE COMPANY
Attest:
/s/ XXXX X. XXXXXXXXX By: /s/
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Vice President
HARTFORD EQUITY SALES COMPANY, INC.
(SEAL)
Attest:
/s/ XXXX X. XXXXXXXXX By: /s/
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Vice President
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