EXHIBIT 6
PRINCIPAL UNDERWRITING AGREEMENT
Hartford Small Company Fund, Inc. (the "Company")
January_____, 1998
Hartford Securities Distribution Company, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Re: PRINCIPAL UNDERWRITING AGREEMENT
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Ladies and Gentlemen:
The Company is a Maryland corporation registered as an investment
company under the Investment Company Act of 1940, as amended (the "1940
Act"). The Company has two classes of shares available for purchase: Class
IA shares and Class IB shares (individually the "Class IA shares" and "Class
IB shares" and collectively, the "Shares") representing interests in the
Company. 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
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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 reimbursement under
the provisions of any of the Distribution Plans for the Company, you will pay
the following expenses:
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(i) expenses of printing additional copies of the Prospectuses
and Statement 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
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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 Small Company Fund, Inc.
By:___________________________
Print Name:___________________
Its:__________________________
Agreed to and Accepted:
Hartford Securities Distribution Company, Inc.
By:__________________________
Print Name:__________________
Its:_________________________
Date:________________________
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