PRINCIPAL UNDERWRITING AGREEMENT
Hartford HLS Series Fund II, Inc (the "Company")
ON BEHALF OF:
Hartford American Leaders HLS Fund
Hartford Blue Chip Stock HLS Fund
Hartford Blue Chip Stock II HLS Fund
Hartford Capital Opportunities HLS Fund
Hartford Global Equity HLS Fund
Hartford Growth Opportunities HLS Fund
Hartford International Stock HLS Fund
Hartford International Stock II HLS Fund
Hartford Investors Growth HLS Fund
Hartford LargeCap Growth HLS Fund
Hartford MidCap Stock HLS Fund
Hartford Multisector Bond HLS Fund
Hartford SmallCap Growth HLS Fund
Hartford SmallCap Value HLS Fund
Hartford U.S. Government Securities HLS Fund
Hartford Value Opportunities HLS Fund
May 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 open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act") authorized to issue series and classes of shares of common stock.
Each series of the Company offers Class IA shares ("Class IA shares"). In
addition, four series offer Class IB shares ("Class IB shares"). The Class IA
shares and Class IB shares are sometimes known collectively as the "Shares". 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 on the date
of its execution and shall remain in effect for a period of two (2) years from
the date of this 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 HLS Series Fund II, Inc.,
ON BEHALF OF:
Hartford American Leaders HLS Fund
Hartford Blue Chip Stock HLS Fund
Hartford Blue Chip Stock II HLS Fund
Hartford Capital Opportunities HLS Fund
Hartford Global Equity HLS Fund
Hartford Growth Opportunities HLS Fund
Hartford International Stock HLS Fund
Hartford International Stock II HLS Fund
Hartford Investors Growth HLS Fund
Hartford LargeCap Growth HLS Fund
Hartford MidCap Stock HLS Fund
Hartford Multisector Bond HLS Fund
Hartford SmallCap Growth HLS Fund
Hartford SmallCap Value HLS Fund
Hartford U.S. Government Securities HLS Fund
Hartford Value Opportunities HLS Fund
By: /s/ Xxxxx X. Xxxxxxxxxxxx
-------------------------------------------
Xxxxx X. Xxxxxxxxxxxx
Its: President
Agreed to and Accepted:
Hartford Securities Distribution
Company, Inc.
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Xxxx X. Xxxxxxx
Its: Executive Vice President
Date: May 1, 2002
