PRINCIPAL UNDERWRITER AGREEMENT
THIS AGREEMENT, dated as of the June 26, 1995, made by and between HARTFORD LIFE
INSURANCE COMPANY ("HLIC" or the "Sponsor"), 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 HLIC has made provision for the establishment
of a separate account within HLIC 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 Hartford Life Insurance
Company Separate Account VL I (referred to as the "UIT"); and
WHEREAS, HESCO offers to the public a certain Flexible Premium Variable Life
Insurance Policy (the "Policy") issued by HLIC with respect to the UIT units of
interest thereunder which are registered under the Securities Act of 1933 ("1933
Act"), as amended; and
WHEREAS, HESCO has previously agreed to act as distributor in connection with
offers and sales of the Policy under the terms and conditions set forth in this
Principal Underwriter Agreement.
NOW THEREFORE, in consideration of the mutual agreements made herein, HLIC and
HESCO agree as follows:
I.
HESCO'S DUTIES
1. HESCO, as principal underwriter for the Policy, will use its best efforts to
effect offers and sales of the Policy 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 HLIC. HESCO 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 Policy, the need for which arises out of its duties as
principal underwriter of said Policy and relating to the creation of the UIT.
2. HESCO agrees that it will not use any prospectus, sales literature, or any
other printed matter or material or offer for sale or sell the Policy if any of
the foregoing in any way represent the duties, obligations, or liabilities of
HLIC 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 prospectus
relating to the UIT's Policies 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 and 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 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. 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 under a Policy 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 Policies upon 30 days' written notice to HESCO, except where the
notice period may be shortened because of legal action taken by any regulatory
agency.
2. The UIT agrees to advice HESCO 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.
HLIC will furnish to HESCO such information with respect to the UIT and the
Policies in such form and signed by such of its officers and directors and
HESCO may reasonably request and will warrant that the statements therein
contained when so signed will be true and correct. HLIC will also furnish,
from time to time, such additional information regarding the UIT's
financial condition as HESCO may reasonably request.
III.
COMPENSATION
In accordance with an Expense Reimbursement Agreement between HLIC and HESCO,
HESCO is entitled to receive: (1) compensation equal to a pro rata portion of
$10,000 per year for all services provided on behalf of HLIC and the UIT; plus
(2) reimbursement for the actual expenses incurred by HESCO in excess of $10,000
for all operating costs associated with the services provided on behalf of HLIC
and the UIT under this Principal Underwriter Agreement. No additional
compensation is payable in excess of that required under the Expense
Reimbursement Agreement. The Expense Reimbursement Agreement provides for an
aggregate payment of $10,000 for all services performed by HESCO on behalf of
HLIC and its affiliated companies and any unit investment trusts sponsored by
HLIC and its affiliated companies.
IV.
RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER
HESCO may resign as a Principal Underwriter hereunder, upon 120 days' prior
written notice to HLIC. However, such resignation shall not become effective
until either the UIT has been completely liquidated and the proceeds of the
liquidation distributed through HLIC to the Policy 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 as follows:
(a) If to HLIC -- Hartford Life Insurance Company, Inc. X.X. Xxx 0000,
Xxxxxxxx, Xxxxxxxxxxx 00000.
(b) If to HESCO -- Hartford Equity Sales Company, Inc., X.X. Xxx 0000,
Xxxxxxxx, Xxxxxxxxxxx 00000.
or to such other address as HESCO or HLIC shall designate by written notice to
the other.
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 June 26, 1995 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 HLIC.
(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 HLIC on 60 days' prior written notice to HESCO; (2) shall
immediately terminate in the event of its assignment and (3) may be terminated
by HESCO on 60 days' prior written notice to HLIC, but such termination will not
be effective until HLIC shall have an agreement with one or more persons to act
as successor principal underwriter of the Policies. HESCO 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 and year first above written.
(Seal) HARTFORD LIFE INSURANCE COMPANY
BY: /s/ Xxxxxx X. Xxxxx
------------------------------
Xxxxxx X. Xxxxx
Senior Vice President
Attest: HARTFORD EQUITY SALES COMPANY, INC.
/s/ Xxxxx Xxxxxx BY: /s/ Xxxxxx Xxx
------------------------------ ------------------------------
Xxxxx Xxxxxx Xxxxxx Xxx
Secretary Controller
PRINCIPAL UNDERWRITER AGREEMENT
THIS AGREEMENT, dated as of the June 26, 1995, made by and between ITT HARTFORD
LIFE AND ANNUITY INSURANCE COMPANY ("XXX" or the "Sponsor"), a corporation
organized and existing under the laws of the State of Wisconsin, 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 XXX has made provision for the establishment
of a separate account within XXX in accordance with the laws of the State of
Wisconsin, 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 ITT Hartford Life and Annuity
Insurance Company Separate Account VL I (referred to as the "UIT"); and
WHEREAS, HESCO offers to the public a certain Flexible Premium Variable Life
Insurance Policy (the "Policy") issued by XXX with respect to the UIT units of
interest thereunder which are registered under the Securities Act of 1933 ("1933
Act"), as amended; and
WHEREAS, HESCO has previously agreed to act as distributor in connection with
offers and sales of the Policy under the terms and conditions set forth in this
Principal Underwriter Agreement.
NOW THEREFORE, in consideration of the mutual agreements made herein, XXX and
HESCO agree as follows:
I.
HESCO'S DUTIES
1. HESCO, as principal underwriter for the Policy, will use its best efforts to
effect offers and sales of the Policy 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 XXX. HESCO 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 Policy, the need for which arises out of its duties as
principal underwriter of said Policy and relating to the creation of the UIT.
2. HESCO agrees that it will not use any prospectus, sales literature, or any
other printed matter or material or offer for sale or sell the Policy if any of
the foregoing in any way represent the duties, obligations, or liabilities of
XXX 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 prospectus
relating to the UIT's Policies 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 and 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 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. 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 under a Policy 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 Policies upon 30 days' written notice to HESCO, except where the
notice period may be shortened because of legal action taken by any regulatory
agency.
2. The UIT agrees to advice HESCO 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.
XXX will furnish to HESCO such information with respect to the UIT and the
Policies in such form and signed by such of its officers and directors and
HESCO may reasonably request and will warrant that the statements therein
contained when so signed will be true and correct. XXX will also furnish,
from time to time, such additional information regarding the UIT's
financial condition as HESCO may reasonably request.
III.
COMPENSATION
In accordance with an Expense Reimbursement Agreement between XXX and HESCO,
HESCO is entitled to receive: (1) compensation equal to a pro rata portion of
$10,000 per year for all services provided on behalf of XXX and the UIT; plus
(2) reimbursement for the actual expenses incurred by HESCO in excess of $10,000
for all operating costs associated with the services provided on behalf of XXX
and the UIT under this Principal Underwriter Agreement. No additional
compensation is payable in excess of that required under the Expense
Reimbursement Agreement. The Expense Reimbursement Agreement provides for an
aggregate payment of $10,000 for all services performed by HESCO on behalf of
XXX and its affiliated companies and any unit investment trusts sponsored by XXX
and its affiliated companies.
IV.
RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER
HESCO may resign as a Principal Underwriter hereunder, upon 120 days' prior
written notice to XXX. However, such resignation shall not become effective
until either the UIT has been completely liquidated and the proceeds of the
liquidation distributed through XXX to the Policy 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 as follows:
(a) If to XXX -- ITT Hartford Life and Annuity Insurance Company, X.X.
Xxx 0000, Xxxxxxxx, Xxxxxxxxxxx 00000.
(b) If to HESCO -- Hartford Equity Sales Company, Inc., X.X. Xxx 0000,
Xxxxxxxx, Xxxxxxxxxxx 00000.
or to such other address as HESCO or XXX shall designate by written notice to
the other.
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 June 26, 1995 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 XXX.
(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 XXX on 60 days' prior written notice to HESCO; (2) shall
immediately terminate in the event of its assignment and (3) may be terminated
by HESCO on 60 days' prior written notice to XXX, but such termination will not
be effective until XXX shall have an agreement with one or more persons to act
as successor principal underwriter of the Policies. HESCO 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 and year first above written.
(Seal) ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
BY: /s/ Xxxxxx X. Xxxxx
------------------------------
Xxxxxx X. Xxxxx
Senior Vice President
Attest: HARTFORD EQUITY SALES COMPANY, INC.
/s/ Xxxxx Xxxxxx BY: /s/ Xxxxxx Xxx
------------------------------ --------------------------------
Xxxxx Xxxxxx Xxxxxx Xxx
Secretary Controller
PRINCIPAL UNDERWRITER AGREEMENT
THIS AGREEMENT, dated as of the June 26, 1995, made by and between HARTFORD LIFE
INSURANCE COMPANY ("HLIC" or the "Sponsor"), 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 HLIC has made provision for the establishment
of a separate account within HLIC 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 Hartford Life Insurance
Company Separate Account XX XX (referred to as the "UIT"); and
WHEREAS, HESCO offers to the public a certain Last Survivor Flexible Premium
Variable Life Insurance Policy (the "Policy") issued by HLIC with respect to the
UIT units of interest thereunder which are registered under the Securities Act
of 1933 ("1933 Act"), as amended; and
WHEREAS, HESCO has previously agreed to act as distributor in connection with
offers and sales of the Policy under the terms and conditions set forth in this
Principal Underwriter Agreement.
NOW THEREFORE, in consideration of the mutual agreements made herein, HLIC and
HESCO agree as follows:
I.
HESCO'S DUTIES
1. HESCO, as principal underwriter for the Policy, will use its best efforts to
effect offers and sales of the Policy 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 HLIC. HESCO 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 Policy, the need for which arises out of its duties as
principal underwriter of said Policy and relating to the creation of the UIT.
2. HESCO agrees that it will not use any prospectus, sales literature, or any
other printed matter or material or offer for sale or sell the Policy if any of
the foregoing in any way represent the duties, obligations, or liabilities of
HLIC 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 prospectus
relating to the UIT's Policies 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 and 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 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. 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 under a Policy 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 Policies upon 30 days' written notice to HESCO, except where the
notice period may be shortened because of legal action taken by any regulatory
agency.
2. The UIT agrees to advice HESCO 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.
HLIC will furnish to HESCO such information with respect to the UIT and the
Policies in such form and signed by such of its officers and directors and
HESCO may reasonably request and will warrant that the statements therein
contained when so signed will be true and correct. HLIC will also furnish,
from time to time, such additional information regarding the UIT's
financial condition as HESCO may reasonably request.
III.
COMPENSATION
In accordance with an Expense Reimbursement Agreement between HLIC and HESCO,
HESCO is entitled to receive: (1) compensation equal to a pro rata portion of
$10,000 per year for all services provided on behalf of HLIC and the UIT; plus
(2) reimbursement for the actual expenses incurred by HESCO in excess of $10,000
for all operating costs associated with the services provided on behalf of HLIC
and the UIT under this Principal Underwriter Agreement. No additional
compensation is payable in excess of that required under the Expense
Reimbursement Agreement. The Expense Reimbursement Agreement provides for an
aggregate payment of $10,000 for all services performed by HESCO on behalf of
HLIC and its affiliated companies and any unit investment trusts sponsored by
HLIC and its affiliated companies.
IV.
RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER
HESCO may resign as a Principal Underwriter hereunder, upon 120 days' prior
written notice to HLIC. However, such resignation shall not become effective
until either the UIT has been completely liquidated and the proceeds of the
liquidation distributed through HLIC to the Policy 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 as follows:
(a) If to HLIC -- Hartford Life Insurance Company, Inc. X.X. Xxx 0000,
Xxxxxxxx, Xxxxxxxxxxx 00000.
(b) If to HESCO -- Hartford Equity Sales Company, Inc., X.X. Xxx 0000,
Xxxxxxxx, Xxxxxxxxxxx 00000.
or to such other address as HESCO or HLIC shall designate by written notice to
the other.
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 June 26, 1995 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 HLIC.
(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 HLIC on 60 days' prior written notice to HESCO; (2) shall
immediately terminate in the event of its assignment and (3) may be terminated
by HESCO on 60 days' prior written notice to HLIC, but such termination will not
be effective until HLIC shall have an agreement with one or more persons to act
as successor principal underwriter of the Policies. HESCO 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 and year first above written.
(Seal) HARTFORD LIFE INSURANCE COMPANY
BY: /s/ Xxxxxx X. Xxxxx
------------------------------
Xxxxxx X. Xxxxx
Senior Vice President
Attest: HARTFORD EQUITY SALES COMPANY, INC.
/s/ Xxxxx Xxxxxx BY: /s/ Xxxxxx Xxx
------------------------------ --------------------------------
Xxxxx Xxxxxx Xxxxxx Xxx
Secretary Controller
PRINCIPAL UNDERWRITER AGREEMENT
THIS AGREEMENT, dated as of the June 26, 1995, made by and between ITT HARTFORD
LIFE AND ANNUITY INSURANCE COMPANY ("XXX" or the "Sponsor"), a corporation
organized and existing under the laws of the State of Wisconsin, 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 XXX has made provision for the establishment
of a separate account within XXX in accordance with the laws of the State of
Wisconsin, 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 ITT Hartford Life and Annuity
Insurance Company Separate Account XX XX (referred to as the "UIT"); and
WHEREAS, HESCO offers to the public a certain Last Survivor Flexible Premium
Variable Life Insurance Policy (the "Policy") issued by XXX with respect to the
UIT units of interest thereunder which are registered under the Securities Act
of 1933 ("1933 Act"), as amended; and
WHEREAS, HESCO has previously agreed to act as distributor in connection with
offers and sales of the Policy under the terms and conditions set forth in this
Principal Underwriter Agreement.
NOW THEREFORE, in consideration of the mutual agreements made herein, XXX and
HESCO agree as follows:
I.
HESCO'S DUTIES
1. HESCO, as principal underwriter for the Policy, will use its best efforts to
effect offers and sales of the Policy 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 XXX. HESCO 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 Policy, the need for which arises out of its duties as
principal underwriter of said Policy and relating to the creation of the UIT.
2. HESCO agrees that it will not use any prospectus, sales literature, or any
other printed matter or material or offer for sale or sell the Policy if any of
the foregoing in any way represent the duties, obligations, or liabilities of
XXX 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 prospectus
relating to the UIT's Policies 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 and 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 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. 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 under a Policy 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 Policies upon 30 days' written notice to HESCO, except where the
notice period may be shortened because of legal action taken by any regulatory
agency.
2. The UIT agrees to advice HESCO 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;
2
(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.
XXX will furnish to HESCO such information with respect to the UIT and the
Policies in such form and signed by such of its officers and directors and
HESCO may reasonably request and will warrant that the statements therein
contained when so signed will be true and correct. XXX will also furnish,
from time to time, such additional information regarding the UIT's
financial condition as HESCO may reasonably request.
III.
COMPENSATION
In accordance with an Expense Reimbursement Agreement between XXX and HESCO,
HESCO is entitled to receive: (1) compensation equal to a pro rata portion of
$10,000 per year for all services provided on behalf of XXX and the UIT; plus
(2) reimbursement for the actual expenses incurred by HESCO in excess of $10,000
for all operating costs associated with the services provided on behalf of XXX
and the UIT under this Principal Underwriter Agreement. No additional
compensation is payable in excess of that required under the Expense
Reimbursement Agreement. The Expense Reimbursement Agreement provides for an
aggregate payment of $10,000 for all services performed by HESCO on behalf of
XXX and its affiliated companies and any unit investment trusts sponsored by XXX
and its affiliated companies.
IV.
RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER
HESCO may resign as a Principal Underwriter hereunder, upon 120 days' prior
written notice to XXX. However, such resignation shall not become effective
until either the UIT has been completely liquidated and the proceeds of the
liquidation distributed through XXX to the Policy 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 as follows:
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(a) If to XXX -- ITT Hartford Life and Annuity Insurance Company, X.X.
Xxx 0000, Xxxxxxxx, Xxxxxxxxxxx 00000.
(b) If to HESCO -- Hartford Equity Sales Company, Inc., X.X. Xxx 0000,
Xxxxxxxx, Xxxxxxxxxxx 00000.
or to such other address as HESCO or XXX shall designate by written notice to
the other.
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 June 26, 1995 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 XXX.
(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 XXX on 60 days' prior written notice to HESCO; (2) shall
immediately terminate in the event of its assignment and (3) may be terminated
by HESCO on 60 days' prior written notice to XXX, but such termination will not
be effective until XXX shall have an agreement with one or more persons to act
as successor principal underwriter of the Policies. HESCO 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.
(Seal) ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
BY: /s/ Xxxxxx X. Xxxxx
------------------------------
Xxxxxx X. Xxxxx
Senior Vice President
Attest: HARTFORD EQUITY SALES COMPANY, INC.
/s/ Xxxxx Xxxxxx BY: /s/ Xxxxxx Xxx
------------------------------ --------------------------------
Xxxxx Xxxxxx Xxxxxx Xxx
Secretary Controller
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