EXHIBIT 9.1
HARTFORD MIDCAP FUND, INC.
SHARE PURCHASE AGREEMENT
HARTFORD LIFE INSURANCE COMPANY ("HL"), a Connecticut Corporation, as
Sponsor-Depositor, now and in the future, of certain unit investment trusts, and
issuer of certain annuity contracts (the "Contracts") issued with respect to
such unit investment trusts hereby agrees as of the day of
, 1997 with HARTFORD MIDCAP FUND, INC. (the "Fund"), an open-end,
diversified, management investment company, to an arrangement whereby Fund
shares shall be made available to serve as the underlying investment media for
the Contracts, subject to the following provisions:
1. Fund shares shall be purchased at the net asset value applicable to each
order as established in accordance with the provisions of the then
currently-effective prospectus of the Fund. Fund shares shall be ordered in
such quantity and at such times as determined by HL (or its successor) to
be necessary to meet the requirements of the Contracts. Confirmations of
Fund share purchases will be sent directly to HL by the Fund. All Fund
share purchases shall be maintained in a book share account in the name of
HL. Payment for shares shall be made directly to the Fund by HL and payment
for redemption shall be made directly to HL by the Fund, all within the
applicable time periods allowed for settlement of securities transactions.
If payment is not received by the Fund within such period, the Fund may,
without notice, cancel the order and hold HL responsible for any loss
suffered by the Fund resulting from such failure to receive timely payment.
Notice shall be furnished promptly to HL by the Fund of any dividend or
distribution payable on Fund shares.
2. (a)The Fund represents that its shares are registered under the Securities
Act of 1933, as amended, and that all appropriate federal and state
registration provisions have been complied with as to such shares and that
such shares may properly be made available for the purposes of this
Agreement. The Fund shall bear the cost of any such registration, as well
as the expense of any taxes assessed upon the issuance or transfer of Fund
shares pursuant to this Agreement.
(b) The Fund shall supply to HL, in a timely manner and in a sufficient
number to allow distribution by HL to each owner of or participant under a
Contract (i) annual and semiannual reports of the Fund's condition, and
(ii) any other shareholder notice, report or document required by law to be
delivered to shareholders. The Fund shall bear the cost of preparing and
supplying the foregoing materials and HL shall bear the cost of any
distribution thereof.
3. HL shall not make any representation concerning Fund shares except those
contained in the then current prospectus of the Fund and in printed
information subsequently issued by the Fund as information supplemental to
the prospectus.
4. This Agreement shall terminate as to new Contracts:
(a) At the option of HL or the Fund upon six months' advance notice to the
other;
(b) At the option of HL if Fund shares are not available for any reason to
meet the requirements of the Contracts but then only as to those new
Contracts, the terms of which require the periodic payments to be invested
in whole or in part in that particular Series;
(c) At the option of HL, upon institution of formal proceedings against the
Fund by the Securities and Exchange Commission or any other regulatory
body;
(d) Upon assignment of this Agreement, unless made with the written consent
of the other party to this Agreement;
(e) If Fund shares are not registered, issued or sold in conformance with
applicable federal or state law or if such laws preclude the use of Fund
shares as the underlying investment media of the Contracts. Prompt notice
shall be given to HL in the event the conditions of this provision occur.
Notice of termination hereunder shall be given promptly by the party
desiring to terminate to the other party to this Agreement.
5. Termination as the result of any cause listed in the preceding paragraph
shall not affect the Fund's obligation to furnish Fund shares in connection
with Contracts then in force for which the shares of the Fund serve or may
serve as the underlying investment media, unless further sale of Fund
shares is proscribed by the Securities and Exchange Commission or other
regulatory body, or if Fund shares of the requisite Series are no longer
available.
6. This Agreement shall supersede any prior agreement between the parties
hereto relating to the same subject matter.
7. Each notice required by this Agreement shall be given in writing as
follows:
IF TO THE FUND:
Hartford MidCap Fund, Inc.
X.X. Xxx 0000
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
IF TO HL:
Hartford Life Insurance Company
X.X. Xxx 0000
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
8. This Agreement shall be construed in accordance with the laws of the State
of Connecticut.
Dated: , 1997
HARTFORD MIDCAP FUND, INC.
By:
---------------------------------
Xxxxxx X. Xxxxxx
President
HARTFORD LIFE INSURANCE COMPANY
By:
---------------------------------
Xxxxxx X. Xxxxx
Executive Vice President
HARTFORD MIDCAP FUND, INC.
SHARE PURCHASE AGREEMENT
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY ("ITT Hartford"), a
Connecticut Corporation, as Sponsor-Depositor, now and in the future, of certain
unit investment trusts, and issuer of certain annuity contracts (the
"Contracts") issued with respect to such unit investment trusts hereby agrees as
the day of , 1997 with HARTFORD MIDCAP
FUND, INC. (the "Fund"), an open-end, diversified, management investment company
to an arrangement whereby Fund shares shall be made available to serve as the
underlying investment media for the Contracts, subject to the following
provisions:
1. Fund shares shall be purchased at the net asset value applicable to each
order as established in accordance with the provisions of the then
currently-effective prospectus of the Fund. Fund shares shall be ordered in
such quantity and at such times as determined by ITT Hartford (or its
successor) to be necessary to meet the requirements of the Contracts.
Confirmations of Fund share purchases will be sent directly to ITT Hartford
by the Fund. All Fund share purchases shall be maintained in a book share
account in the name of ITT Hartford. Payment for shares shall be made
directly to the Fund by ITT Hartford and payment for redemption shall be
made directly to ITT Hartford by the Fund, all within the applicable time
periods allowed for settlement of securities transactions. If payment is
not received by the Fund within such period, the Fund may, without notice,
cancel the order and hold ITT Hartford responsible for any loss suffered by
the Fund resulting from such failure to receive timely payment.
Notice shall be furnished promptly to ITT Hartford by the Fund of any
dividend or distribution payable on Fund shares.
2. (a) The Fund represents that its shares are registered under the Securities
Act of 1933, as amended, and that all appropriate federal and state
registration provisions have been complied with as to such shares and that
such shares may properly be made available for the purposes of this
Agreement. The Fund shall bear the cost of any such registration, as well
as the expense of any taxes assessed upon the issuance or transfer of Fund
shares pursuant to this Agreement.
(b) The Fund shall supply to ITT Hartford, in a timely manner and in a
sufficient number to allow distribution by ITT Hartford to each owner of or
participant under a Contract (i) annual and semiannual reports of the
Fund's condition, and (ii) any other shareholder notice, report or document
required by law to be delivered to shareholders. The Fund shall bear the
cost of preparing and supplying the foregoing materials and ITT Hartford
shall bear the cost of any distribution thereof.
3. ITT Hartford shall not make any representation concerning Fund shares
except those contained in the then current prospectus of the Fund and in
printed information subsequently issued by the Fund as information
supplemental to the prospectus.
4. This Agreement shall terminate as to new Contracts:
(a) At the option of ITT Hartford or the Fund upon six months' advance
notice to the other;
(b) At the option of ITT Hartford if Fund shares are not available for any
reason to meet the requirements of the Contracts but then only as to those
new Contracts, the terms of which require the periodic payments to be
invested in whole or in part in that particular Series;
(c) At the option of ITT Hartford, upon institution of formal proceedings
against the Fund by the Securities and Exchange Commission or any other
regulatory body;
(d) Upon assignment of this Agreement, unless made with the written consent
of the other party to this Agreement;
(e) If Fund shares are not registered, issued or sold in conformance with
applicable federal or state law or if such laws preclude the use of Fund
shares as the underlying investment media of the Contracts. Prompt notice
shall be given to ITT Hartford in the event the conditions of this
provision occur.
Notice of termination hereunder shall be given promptly by the party
desiring to terminate to the other party to this Agreement.
5. Termination as the result of any cause listed in the preceding paragraph
shall not affect the Fund's obligation to furnish Fund shares in connection
with Contracts then in force for which the shares of the Fund serve or may
serve as the underlying investment media, unless further sale of Fund
shares is proscribed by the Securities and Exchange Commission or other
regulatory body, or if Fund shares of the requisite Series are no longer
available.
6. This Agreement shall supersede any prior agreement between the parties
hereto relating to the same subject matter.
7. Each notice required by this Agreement shall be given in writing as
follows:
IF TO THE FUND:
Hartford MidCap Fund, Inc.
X.X. Xxx 0000
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
IF TO ITT HARTFORD:
ITT Hartford Life and Annuity Insurance Company
X.X. Xxx 0000
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
8. This Agreement shall be construed in accordance with the laws of the State
of Connecticut.
Dated: , 1997
HARTFORD MIDCAP FUND, INC.
By:
---------------------------------
Xxxxxx X. Xxxxxx
President
ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
By:
---------------------------------
Xxxxxx X. Xxxxx
Senior Vice President
