EXHIBIT 6(a)
UNDERWRITING AND DISTRIBUTION AGREEMENT
THIS AGREEMENT, made this ___ day of ___________, 1996, by and between
Fortis Series Fund, Inc., a Minnesota corporation (the "Fund") and Fortis
Investors, Inc., a Minnesota corporation ("Investors"),
WITNESSETH:
1. UNDERWRITING SERVICES.
The Fund hereby engages Investors, and Investors hereby agrees to act,
as principal underwriter for the Fund in the sale of the shares of the Fund's
Series to separate accounts of insurance companies designated by the Fund.
Investors agrees to offer such shares for sale at all times when such shares are
available for sale and may lawfully be offered for sale and sold. Investors
agrees that, until such time as it is instructed otherwise by the Fund,
Investors shall sell shares of the Fund to Variable Account C, a separate
investment account of Fortis Benefits Insurance Company. As used herein,
"Series" is defined as Growth Stock Series, U.S. Government Securities Series,
Diversified Income Series, Money Market Series, Asset Allocation Series, Global
Growth Series, High Yield Series, Growth & Income Series, Aggressive Growth
Series, International Stock Series, Global Bond Series, Global Asset Allocation
Series, Value Series, S&P 500 Index Series, Blue Chip Stock Series, and any
other Series which may hereinafter be created by the Board of Directors of the
Fund.
2. SALE OF FUND SHARES.
Such shares are to be sold only on the following terms:
(a) All orders for Fund shares shall be communicated directly by the
purchasing insurance company to the Fund or its transfer agent, and purchase
payments will be forwarded by the insurance company to the Fund's custodian.
(b) All sales shall be subject to acceptance or rejection by the
Fund.
(c) No share of the Fund shall be sold by Investors for any
consideration other than cash or for any amount less than the public offering
price per share, which shall be equal to the current net asset value per share.
3. REGISTRATION OF SHARES.
The Fund agrees to make prompt and reasonable efforts to effect and
keep in effect, at its own expense, the registration or qualification of its
shares for sale in such jurisdictions as the Fund may designate.
4. INFORMATION TO BE FURNISHED INVESTORS.
The Fund agrees that it will furnish Investors with such information
with respect to the affairs and accounts of the Fund as Investors may from time
to time reasonably require, and further agrees that Investors, at all reasonable
times, shall be permitted to inspect the books and records of the Fund.
5. REPORTS, BOOKS AND RECORDS.
Investors shall create and maintain all reports, books and records
relating to its activities and obligations under this Agreement in such a manner
as will meet the obligations of the Fund under the Investment Company Act of
1940, applicable federal and state tax and insurance laws and regulations and
any other
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law or regulation which may be or become applicable to the Fund. All such
reports, books and records shall be the property of the Fund. Furthermore, such
reports, books and records shall at all reasonable times be available for
copying and otherwise open to inspection and audit by the Securities and
Exchange Commission, banking and insurance regulators and other authorities and
regulators having authority over the Fund, and by officers and employees of, and
auditors employed by, the Fund. Investors hereby further agrees that, upon the
termination of this Agreement, all reports, books and records pertaining to
Investor's activities under this Agreement shall be promptly segregated and
returned to the Fund free from any claim or retention of rights by Investors.
6. ALLOCATION OF EXPENSES.
During the period of this contract, the Fund shall pay or cause to be
paid all expenses, costs and fees incurred by the Fund which are not assumed by
Investors, Fortis Advisers, Inc. ("Advisers") or any other person. Investors
shall pay all promotional expenses in connection with the distribution of the
Fund's shares, including paying for prospectuses, statements of additional
information and shareholder reports for new insurance contract owners, and the
costs of sales literature; provided that Advisers or Fortis Benefits Insurance
Company, rather than Investors, may bear the expenses referred to in this
sentence, but Investors shall be primarily liable for such expenses until paid.
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7. COMPENSATION TO INVESTORS.
It is understood and agreed by the parties hereto that sales of Fund
shares will benefit Fortis Advisers, Inc., an affiliate of Investors; therefore,
Investors will receive no additional compensation for services it performs
hereunder.
8. LIMITATION OF INVESTORS' AUTHORITY.
Investors shall be deemed to be an independent contractor and, except
as specifically provided or authorized herein, shall have no authority to act
for or represent the Fund.
9. INDEMNIFICATION OF THE FUND.
Investors agrees to indemnify the Fund against any and all litigation
and other legal proceedings of any kind or nature and 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 Investors. In the event of the threat or institution of
any such litigation or legal proceedings against the Fund, Investors 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, that Investors 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
Investors, or to Investors by a director, officer, or employee of the Fund who
is not an interested person of Investors, unless the information so supplied or
omitted was available to Investors or the Fund's
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investment adviser without recourse to the Fund or any such interested person of
the Fund.
10. FREEDOM TO DEAL WITH THIRD PARTIES.
Investors shall be free to render to others services of a nature
either similar to or different from those rendered under this contract, except
such as may impair its performance of the services and duties to be rendered by
it hereunder.
11. EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT.
The effective date of this Agreement shall be May 1, 1996. Wherever
referred to in this Agreement, the vote or approval of the holders of a majority
of the outstanding voting securities of a Series or the Fund shall mean the vote
of 67% or more of such securities if the holders of more than 50% of such
securities are present in person or by proxy or the vote of more than 50% of
such securities, whichever is less.
Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect only so long as such continuance is specifically approved at
least annually (a) by the Board of Directors of the Fund, or with respect to a
particular Series by the vote of the holders of a majority of the outstanding
voting securities of such Series, and (b) by a majority of the directors who are
not interested persons of Investors or of the Fund cast in person at a meeting
called for the purpose of voting on such approval; provided that, if a majority
of the outstanding voting securities of any of the Series approves this
Agreement, this Agreement shall
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continue in effect with respect to such approving Series whether or not the
shareholders of any other Series of the Fund approve this Agreement.
This Agreement may be terminated at any time without the payment of
any penalty by the vote of the Board of Directors of the Fund or by Investors,
upon sixty (60) days' written notice to the other party. This Agreement may be
terminated with respect to a particular Series at any time without the payment
of any penalty by the vote of the holders of a majority of the outstanding
voting securities of such Series, upon sixty (60) days' written notice to
Investors. This Agreement shall automatically terminate in the event of its
assignment as defined by the provisions of the Investment Company Act of 1940.
12. AMENDMENTS TO AGREEMENT.
No material amendment to this Agreement shall be effective until
approved by Investors and by vote of a majority of the Board of Directors of the
Fund, including a majority of those who are not interested persons of Investors
or the Fund.
13. NOTICES.
Any notice under this Agreement shall be in writing, addressed,
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate in writing for receipt of such notice.
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IN WITNESS WHEREOF, the Fund and Investors have caused this Agreement
to be executed by their duly authorized officers as of the day and year first
above written.
FORTIS SERIES FUND, INC.
By
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Xxxx X. Xxxxxxxx
Its President
FORTIS INVESTORS, INC.
By
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Xxxx X. Xxxxxxxx
Its President
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