PRINCIPAL UNDERWRITER AGREEMENT
THIS AGREEMENT, dated as of September 1, 2002, made by and between AMERICAN
MATURITY LIFE INSURANCE COMPANY ("AML" or the "Sponsor"), a corporation
organized and existing under the laws of the State of Connecticut, and HARTFORD
SECURITIES DISTRIBUTION COMPANY, INC. ("HSD"), a corporation organized and
existing under the laws of the State of Connecticut,
WITNESSETH:
WHEREAS, the Board of Directors of AML has made provision for the establishment
of a separate account within AML 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 Separate Account One (referred
to as the "UIT"); and
WHEREAS, HSD offers to the public a certain Flexible Premium Variable Annuity
Insurance Contract (the "Contract") issued by AML with respect to the UIT units
of interest thereunder which are registered under the Securities Act of 1933
("1933 Act"), as amended; and
WHEREAS, HSD is agreeing to act as distributor in connection with offers and
sales of the Contract under the terms and conditions set forth in this Principal
Underwriter Agreement.
NOW THEREFORE, in consideration of the mutual agreements made herein, AML and
HSD agree as follows:
I.
HSD'S DUTIES
1. HSD, will use its best efforts to effect offers and sales of the Contract
through registered representatives that are members of the National
Association of Securities Dealers, Inc. and who are duly licensed as
insurance agents of AML. HSD 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 Contract, the need for which arises out of its duties
as principal underwriter of said Contract and relating to the creation of
the UIT.
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2. HSD agrees that it will not use any prospectus, sales literature, or any
other printed matter or material or offer for sale or sell the Contract if
any of the foregoing in any way represent the duties, obligations, or
liabilities of AML 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. HSD agrees that it will utilize the then currently effective prospectus
relating to the UIT's Contracts in connection with its selling efforts.
As to the other types of sales materials, HSD 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. HSD 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. HSD'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
HSD, HSD shall not be subject to liability under a Contract 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 Contracts upon 30 days' written notice to HSD, except where
the notice period may be shortened because of legal action taken by any
regulatory agency.
2. The UIT agrees to advise HSD 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;
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(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.
AML will furnish to HSD such information with respect to the UIT and the
Contracts in such form and signed by such of its officers and directors and
HSD may reasonably request and will warrant that the statements therein
contained when so signed will be true and correct. AML will also furnish,
from time to time, such additional information regarding the UIT's
financial condition as HSD may reasonably request.
III.
COMPENSATION
AML is obligated to reimburse HSD for all operating expenses associated with the
services provided on behalf of the UIT under this Principal Underwriter
Agreement.
IV.
RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER
HSD may resign as a Principal Underwriter hereunder, upon 120 days' prior
written notice to AML. However, such resignation shall not become effective
until either the UIT has been completely liquidated and the proceeds of the
liquidation distributed through AML 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
prepaid, addressed as follows:
(a) If to AML - American Maturity Life Insurance Company, Inc. X.X. Xxx
0000, Xxxxxxxx, Xxxxxxxxxxx 00000.
(b) If to HSD - Hartford Securities Distribution Company, Inc., X.X. Xxx
0000, Xxxxxxxx, Xxxxxxxxxxx 00000.
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or to such other address as HSD or AML 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 September 1, 2002, 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 AML.
(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 AML on 60 days' prior written notice to HSD; (2)
shall immediately terminate in the event of its assignment and (3) may
be terminated by HSD on 60 days' prior written notice to AML, but such
termination will not be effective until AML shall have an agreement
with one or more persons to act as successor principal underwriter of
the Contracts. HSD 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.
AMERICAN MATURITY LIFE INSURANCE COMPANY
BY: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Executive Vice President,
Chief Operating Officer & Treasurer
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.
BY: /s/ Xxxxxx Xxx
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Xxxxxx Xxx, Controller
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