EXHIBIT (E).1
PRINCIPAL UNDERWRITING AGREEMENT
HARTFORD-FORTIS SERIES FUND, INC. (the "Company")
on behalf of:
The Hartford SmallCap Growth Fund
(Formerly Fortis Capital Appreciation Portfolio)
The Hartford Value Opportunities Fund
(Formerly Fortis Value Fund)
The Hartford Growth Fund
(Formerly Fortis Capital Fund)
The Hartford Growth Opportunities Fund
(Formerly Fortis Growth Fund)
The Hartford U.S. Government Securities Fund
(Formerly Fortis U.S. Government Securities Fund
Fortis Strategic Income Fund
The Hartford Tax-Free National Fund
(Formerly Fortis Tax-Free National Portfolio)
The Hartford Tax-Free Minnesota Fund
(Formerly Fortis Tax-Free Minnesota Portfolio)
February 19, 2001
Hartford Investment Financial Services, LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Underwriting Agreement
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")
and has shares of capital stock (hereinafter the "Shares") representing
interests in investment portfolios of the Company hereto (individually the
"Fund" and collectively the "Funds") which are registered under the Securities
Act of 1933, as amended (the "1933 Act") and securities acts of various states
and jurisdictions. In addition, each Fund offers multiple classes of shares that
vary with regard to sales charges and other characteristics. The specific
characteristics of the current classes offered by each Fund are set forth on
Schedule A that is attached to this Agreement.
You have informed us that your company, Hartford Investment Financial
Services Company ("HIFSCO"), is registered as a broker-dealer under the
provisions of the Securities Exchange Act of 1934 (the "1934 Act") and that
HIFSCO 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. 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 (other than sales made
directly by the Company without sales charge) 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 plus, as appropriate, a variable percentage
of the public offering price as a sales load, as set forth in 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 dealers 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; provided that, such dealers notify you of the time when
they received the particular order and that the order is placed with you prior
to your close of business on the day on which the applicable net asset value is
determined. 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
2
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. Sales Commission. (a) On the sale of certain classes of
Shares you shall be entitled to charge a front end sales charge in the amount
set forth in the Company's Prospectus and Statement of Additional Information
(including any supplements or amendments thereto) then in effect under the 1933
Act and the 1940 Act. Such commission (subject to any quantity or other
discounts or eliminations of commission as set forth in our then currently
effective Prospectus) shall be an amount mutually agreed upon by the Company and
HIFSCO and shall be equal to the difference between the net asset value and the
public offering price of the Shares.
(b) In connection with the sale of certain classes of shares,
a contingent deferred sales charge will be imposed in the event of a redemption
transaction occurring within a certain period of time following such a purchase,
as described in the Company's Prospectus and Statement of Additional Information
(including any supplements or amendments thereto) then in effect under the 1933
Act and the 1940 Act.
(c) The front end sales charge, if any, for any class of
shares may, at the discretion of a Fund and HIFSCO, be increased, reduced or
eliminated as permitted by the 1940 Act, and the rules and regulations
thereunder, as they may be amended from time to time, or as set forth elsewhere
in this Agreement, provided that, if necessary, such increase, reduction or
elimination shall be set forth in the Prospectus for such class and provided
that the Funds shall in no event receive for any shares sold an amount less than
the net asset value thereof. In addition, any contingent deferred sales charge
for any class may, at the discretion of the Funds and HIFSCO, be increased,
reduced or eliminated in accordance with the terms of an exemptive order
received from, or any applicable rule or rules promulgated by, the Securities
and Exchange Commission by the Funds, provided such increase, reduction or
elimination shall be set forth in the Prospectus for such class.
(d) In addition, in accordance with the distribution plans
adopted pursuant to Rule 12b-1 under the 1940 Act (the "Distribution Plans") for
certain classes of Shares, you will be entitled to be paid a trail commission as
set forth in the Prospectus and mutually agreed to by the Company and HIFSCO
from time to time.
(e) You may allow appointed sub-agents or dealers such
commissions or discounts (not exceeding the total sales commission) as you shall
deem advisable, so long as any such commissions or discounts are set forth in
the Company's then current Prospectus, to the extent required by the applicable
federal and state securities laws.
3
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 public, 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. Sales Charge Variations. You may sell the Shares at net
asset value, plus a varying sales charge as appropriate, pursuant to a uniform
offer described in the Company's current Prospectus and/or Statement of
Additional Information, provided that, such sales are made in accordance with
the rules and regulations under the 1940 Act. Such net asset value sales and/or
varying sales charges can be offered to affiliates of the Funds, HIFSCO and the
Funds' investment managers so long as the conditions expressed above in this
paragraph are satisfied.
9. 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;
4
(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; and
(iv) filing and other fees to federal and state
securities regulatory authorities necessary to
register and maintain registration of the Shares.
(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:
(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.
10. 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 to the public under
the Blue Sky Laws or 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.
11. 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.
5
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.
12. Redemption or Repurchase within Seven Days. If Shares are
tendered to us for redemption or are repurchased by us within seven (7) business
days after your acceptance of the original purchase order for such shares, you
will immediately refund to us the full amount of any sales commission (net of
allowances to dealers or brokers) allowed to you on the original sale, and will
promptly, upon receipt thereof, pay to us any refunds from dealers or brokers of
the balance of sales commissions reallowed by you. We shall notify you of such
tender for redemption within ten (10) days of the day on which notice of such
tender for redemption is received by us.
13. 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.
14. 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.
15. 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.
16. Suspension of Sales. We reserve the right at all times to
suspend or limit the public offering of the Shares upon written notice to you,
and to reject any order in whole or in part.
17. 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.
6
18. Indemnification. HIFSCO agrees to indemnify each Fund
against any and all litigation and other legal proceedings of any kind or nature
against any liability, judgment, cost or penalty imposed as a result of such
litigation or proceedings in any way arising out of or in connection with the
sale or distribution of the shares of the Fund by HIFSCO. In the event of the
threat or institution of any such litigation or legal proceedings against a
Fund, HIFSCO shall defend such action on behalf of the Fund at its own expense,
and shall pay any such liability, judgment, cost or penalty resulting therefrom,
whether imposed by legal authority or agreed upon by way of compromise and
settlement: provided, however, HIFSCO shall not be required to pay or reimburse
the Fund for any liability, judgment, cost or penalty incurred as a result of
information supplied by, or as a result of the omission to supply information
by, the Fund to HIFSCO, or to HIFSCO by a director, officer, or employee of the
Fund who is not an interested person of HIFSCO, unless the information so
supplied or omitted was available to HIFSCO or the Fund's investment adviser
without recourse to the Fund or any such interested person of the Fund.
19. 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-FORTIS SERIES FUND, INC. (the "Company")
on behalf of:
The Hartford SmallCap Growth Fund
(Formerly Fortis Capital Appreciation Portfolio)
The Hartford Value Opportunities Fund
(Formerly Fortis Value Fund)
The Hartford Growth Fund
(Formerly Fortis Capital Fund)
7
The Hartford Growth Opportunities Fund
(Formerly Fortis Growth Fund)
The Hartford U.S. Government Securities Fund
(Formerly Fortis U.S. Government Securities Fund
Fortis Strategic Income Fund
The Hartford Tax-Free National Fund
(Formerly Fortis Tax-Free National Portfolio)
The Hartford Tax-Free Minnesota Fund
(Formerly Fortis Tax-Free Minnesota Portfolio)
By:
---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Its: President
Agreed to and Accepted:
Hartford Investment Financial Services, LLC
By:
---------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Executive Vice President
Hartford-Fortis Series Fund Underwriting Agreement 2-14-02.doc
8